UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

 

FORM 6-K
_______________________

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2021

 

Commission File Number: 001-33107

_______________________ 

 

CANADIAN SOLAR INC.
_______________________

 

545 Speedvale Avenue West, Guelph,
Ontario, Canada N1K 1E6

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

CANADIAN SOLAR INC.

 

Form 6-K

 

TABLE OF CONTENTS

 

Signature

 

Exhibit Index

 

Exhibit 20.1 - Notice of Annual Meeting of Shareholders

 

Exhibit 20.2 - Management Information Circular

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		CANADIAN SOLAR INC.
	By:	/s/ Shawn (Xiaohua) Qu
	Name:	Shawn (Xiaohua) Qu
	Title:	Chairman, and Chief Executive Officer

 

Date: May 27, 2021

 

 

EXHIBIT INDEX

 

Exhibit 20.1 - Notice of Annual Meeting of Shareholders

 

Exhibit 20.2 - Management Information Circular

 

 

 

Exhibit 20.1

 

CANADIAN SOLAR INC.

 

800-885 West Georgia Street

Vancouver, BC V6C 3H1

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

NOTICE IS HEREBY GIVEN that an annual meeting of shareholders (Meeting) of Canadian Solar Inc. (Corporation), will be held at Kirkland & Ellis International LLP, 11th Floor, HSBC Building, Shanghai IFC, 8 Century Avenue, Pudong New District, Shanghai 200120, People’s Republic of China on Wednesday, June 23, 2021 at 4:00 p.m. (local time) for the following purposes:

 

(a)

to receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2020, together with the auditors’ report thereon and the notes thereto;

 

(b)

to set the number of directors of the Corporation at nine (9);

 

(c)

to elect directors of the Corporation;

 

(d)

to appoint Deloitte Touche Tohmatsu Certified Public Accounts LLP as the auditors of the Corporation for the financial year ending December 31, 2021 and to authorize the directors of the Corporation to fix their remuneration for the financial year ending December 31, 2021; and

 

(e)

to transact such other business as properly may be brought before the Meeting or any adjournment thereof.

 

The matters to be dealt with at the Meeting are described in the management information circular of the Corporation accompanying this Notice (Circular).

 

The Corporation has, in recent years including last year, held its annual shareholder meeting in Shanghai in June and has decided to do so again this year, notwithstanding the ongoing global COVID-19 pandemic. The Corporation made this decision on the basis that, over the years, participation in its annual shareholder meeting, whether in Shanghai or elsewhere, has been almost entirely by way of proxy. The Corporation encourages shareholders to continue to participate in the Meeting by way of proxy.

 

Shareholders are entitled to appoint a proxy to attend and act for and on behalf of them at the Meeting. Shareholders who are unable to attend the Meeting in person and who wish to ensure that their common shares are voted at the Meeting are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions set out therein and in the Circular.

 

DATED: May 4, 2021.

 

	BY ORDER OF THE BOARD OF DIRECTORS
	/s/ Shawn (Xiaohua) Qu
	Shawn (Xiaohua) Qu
	Chairman of the Board, President and Chief Executive Officer

 

 

 

Exhibit 20.2

 

MANAGEMENT INFORMATION CIRCULAR

 

INFORMATION INCORPORATED BY REFERENCE

 

Certain information contained in this management information circular (Circular) has been incorporated by reference from the annual report on Form 20-F (Form 20-F) of Canadian Solar Inc. (Corporation) for the year ended December 31, 2020 which has been filed with the United States Securities and Exchange Commission and is attached hereto as Schedule A.

 

VOTING INFORMATION

 

Solicitation of Proxies

 

This Circular is furnished in connection with the solicitation of proxies by management of the Corporation for use at an annual meeting of shareholders of the Corporation (Meeting) to be held at the time and place and for the purposes set forth in the notice of meeting accompanying this Circular (Notice).

 

The solicitation of proxies will be primarily by mail, but proxies may also be solicited by telephone, in writing or in person by the directors, officers and regular employees of the Corporation. The Corporation may also use the services of a proxy solicitation firm. The cost of the solicitation of proxies will be borne by the Corporation.

 

Appointment of Proxies

 

The individuals named in the accompanying form of proxy are officers of the Corporation.

 

A shareholder has the right to appoint a person (who need not be a shareholder) other than the individuals named in the accompanying form of proxy to be the proxy of the shareholder at the Meeting and may exercise this right either by inserting that person’s name in the blank space provided in the accompanying form of proxy or by completing another proper form of proxy. To be effective, completed proxies must be received by Computershare Trust Co. Inc. (Computershare) by mail, in the enclosed return envelope, at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof or be deposited with the chairman of the Meeting before the commencement of the Meeting or any adjournment thereof.

 

Revocation of Proxies

 

Proxies given by shareholders for use at the Meeting may be revoked at any time before their use. In addition to revocation in any manner permitted by law, a proxy may be revoked by depositing an instrument in writing signed by the shareholder or by the shareholder’s attorney duly authorized in writing with Computershare by mail or overnight delivery to Computershare, 462 South 4^th Street, Suite 1600, Louisville, Kentucky, 40202, United States of America, Attention: Proxy Department, at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof or be deposited with the chairman of the Meeting before the commencement of the Meeting or any adjournment thereof.

 

Voting and Discretion of Proxies

 

The common shares represented by the proxies solicited by management pursuant to this Circular will be voted in accordance with the directions contained therein.

 

 

If no directions are contained therein, the common shares will be voted FOR:

 

(a)

the setting of the number of directors of the Corporation at nine (9);

 

(b)

the election of each of the nine (9) nominees for election as director named in the Circular; and

 

(c)

the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP for the financial year ending December 31, 2021 and to authorize the directors of the Corporation to fix their remuneration for the financial year ending December 31, 2021.

 

The accompanying form of proxy confers discretionary authority on the persons named therein in respect of amendments or variations to the matters referred to in this Circular and in respect of other matters that may properly come before the Meeting or any adjournment thereof. Management of the Corporation knows of no such amendments or variations or other matters that may properly come before the Meeting but, if any such amendments or variations or other matters properly come before the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their best judgement.

 

Voting Shares

 

Shareholders of record on May 4, 2021 are entitled to receive notice of and vote at the Meeting. The authorized capital of the Corporation consists of an unlimited number of common shares. As of May 4, 2021, there were 59,997,643 common shares outstanding. All of the outstanding common shares may be voted at the Meeting. Shareholders are entitled to one vote for each common share held by them.

 

Principal Shareholders

 

To the knowledge of the directors and executive officers of the Corporation, the only persons who beneficially own, directly or indirectly, or exercise control or direction over voting securities of the Corporation carrying 5% or more of the voting rights attached to any class of voting securities of the Corporation are set out in Item 6E “Share Ownership” of the Form 20-F.

 

Required Approval

 

All matters to be dealt with at the Meeting require the approval of a majority of the votes cast on the matter by those shareholders of the Corporation present in person or by proxy at the Meeting.

 

 

MATTERS TO BE ACTED UPON AT THE MEETING

 

ANNUAL BUSINESS MATTERS

 

Consolidated Financial Statements

 

The audited consolidated financial statements of the Corporation for the financial year ended December 31, 2020, together with the auditors’ report thereon and the notes thereto, accompany this Circular and will be submitted to the Meeting. Receipt of the audited consolidated financial statements will not constitute approval or disapproval of any matters referred to therein.

 

Number of Directors

 

The articles of the Corporation (Articles) require that the Corporation, as a public company, have a minimum of three directors and a maximum number equal to the number of directors elected by ordinary resolution (whether or not previous notice of the resolution was given) at the Corporation’s last annual general meeting of shareholders. At the Meeting, shareholders will be asked to pass an ordinary resolution to set the number of directors of the Corporation at nine (9). An ordinary resolution needs to be passed by a simple majority of the votes cast by the shareholders present in person or represented by proxy and entitled to vote at the Meeting.

 

Election of Directors

 

At present, the directors of the Corporation are elected at each annual general meeting and hold office until the next annual general meeting, or until their successors are duly elected or appointed in accordance with the Articles or until such director’s earlier death, resignation or removal.

 

Management of the Corporation proposes to nominate the nine (9) individuals named below for election as directors of the Corporation. The Corporation has not received notice, and management of the Corporation is not aware, of any other nominees for election as directors of the Corporation. Shareholders may vote for all of the nominees named below, vote for one or more of them and withhold their vote for others of them, or withhold their vote for all of them. At the Meeting, shareholders will be asked to pass an ordinary resolution to approve the appointment of the nine (9) nominees set forth below as directors of the Corporation. An ordinary resolution needs to be passed by a simple majority of the votes cast by the shareholders present in person or represented by proxy and entitled to vote at the Meeting.

 

Under the Corporation’s Corporate Governance Guidelines, any nominee for election as a director of the Corporation in an uncontested election who receives, from common shares voted in person or by proxy at the Meeting, a greater number of shares withheld than shares voted in his favour for election as a director must promptly tender his resignation to the Chairman of the board of directors of the Corporation (Board), such resignation to take effect on acceptance by the Board. The Nominating and Corporate Governance Committee of the Board will expeditiously consider the director’s offer to resign and make a recommendation to the Board on whether to accept it. In considering the director’s offer to resign and making its recommendation, the Nominating and Corporate Governance Committee will evaluate the best interests of the Corporation and its shareholders and will consider a number of factors, including alternatives to cure the underlying cause of the votes withheld, the experience/expertise of the director, the overall composition of the Board and whether accepting the resignation would cause the Corporation to fail to satisfy any listing or regulatory requirement. The Board will have 90 days after the date of the Meeting to make a final decision and announce it by way of press release. A director who tenders his resignation may not participate in the deliberations of the Nominating and Corporate Governance Committee or the Board on whether to accept his resignation offer.

 

 

Director Nominees

 

The following table sets out the name and city, province or state and country of residence of each individual proposed to be nominated for election as a director of the Corporation at the Meeting and his current position with the Corporation. It also sets out information with respect to the individual’s equity ownership, current membership on Board committees, other public board memberships held in the past five years, areas of expertise/experience and, where applicable, Board and Board committee meeting attendance during the 12 months ended December 31, 2020.

 

Additional information can be found in Item 6A “Directors and Senior Management”, Item 6C “Board Practices ─ Committees of the Board of Directors” and Item 6E “Share Ownership” of the Form 20-F.

 

Name: Shawn (Xiaohua) Qu Age: 57 Municipality of residence: Suzhou, People’s Republic of China Director since: 2006 Non-independent	Dr. Qu is the founder of the Corporation and has served as its Chairman, President and Chief Executive Officer since it became a public company in October 2006. He is a visiting professor at Tsinghua University, one of the most prestigious universities in China. Dr. Qu holds a Ph.D. in Material Science from the University of Toronto, a Master of Science degree in Physics from University of Manitoba and a Bachelor of Science degree in Applied Physics from Tsinghua University.
	Areas of expertise/experience
	● Strategic Leadership                      ● International Operations	● Industry ● Technology
	Other public company directorships in the past five years
	None
	Board/Committee Membership			Attendance
	Board Research and Development Committee			14 of 14 1 of 1	100% 100%
	Equity Ownership (1)
	Common Shares	Options	Restricted Share Units (RSUs)
	13,799,232 (2)	26,291 (2)	69,492 (2)

 

Name: Karl E. Olsoni Age: 63 Municipality of residence: Naples, Florida, USA Director since: 2020 Independent	Mr. Olsoni has served as an independent director of the Corporation since June  2020. He is currently an operating partner with Quinbrook Infrastructure Partners, an infrastructure fund manager investing in clean energy infrastructure in the United States, the United Kingdom and Australia. He is also a Partner with the kRoad group of companies which invest in battery storage, waste transformation and e-mobility. Previously, Mr. Olsoni served as an executive of PPM Energy, Inc. (now Avangrid), Koch Industries, Inc. and the Southern Company. Mr. Olsoni holds a B.A. from the George Washington University and an M.B.A. from the College of William and Mary.
	Areas of expertise/experience
	● Strategy ● Corporate Finance	● Mergers and Acquisitions ● Industry
	Other public company directorships in the past five years
	None
	Board/Committee Membership		Attendance
	Board Audit Committee Compensation Committee		7 of 7 2 of 2 5 of 5		100% 100% 100%
	Equity Ownership (1)
	Common Shares	Options		Restricted Share Units (RSUs)
	Nil	Nil		6,155

Name: Harry E. Ruda Age: 62 Municipality of residence: Toronto, Ontario, Canada Director since: 2011 Independent Resident Canadian	Dr. Ruda has served as an independent director of the Corporation since July 2011. He is the Director of the Centre for Advanced Nanotechnology, the Stanley Meek Chair in Nanotechnology and Professor of Applied Science and Engineering at the University of Toronto. His research interests focus on the fabrication and modeling of semiconductor nanostructures with applications in the fields of optoelectronics, energy and sensing. Dr. Ruda is a Fellow of the Royal Society of Canada, a Fellow of the Institute of Physics, a Fellow of the Institute of Nanotechnology and a Fellow of the Canadian Academy of Engineering, and holds a PhD in Semiconductor Physics from the Massachusetts Institute of Technology. He is Chair of the Research and Development Committee.
	Areas of expertise/experience
	● Semiconductor Device Engineering ● Research and Development	● Strategy ● Risk Management
	Other public company directorships in the past five years
	None
	Board/Committee Membership		Attendance
	Board Compensation Committee Nominating and Corporate Governance Committee Research and Development Committee		14 of 14 8 of 8 9 of 9 1 of 1		100% 100% 100% 100%
	Equity Ownership (1)
	Common Shares	Options		Restricted Share Units (RSUs)
	18,752	Nil		18,066

 

Name: Lauren C. Templeton Age: 45 Municipality of residence: Lookout Mountain, Tennessee, USA Director since: 2020 Independent	Ms. Templeton has served as a director of the Corporation since January 2020. She is the founder and President of Templeton & Phillips Capital Management, LLC, a global investing boutique located in Chattanooga, Tennessee. She is also an independent director and member of the Audit Committee of Fairfax Financial Holdings Limited, a financial holding company engaged in property and casualty insurance and reinsurance and associated investment management, and its publicly-traded subsidiary, Fairfax India Holdings Corporation. Ms. Templeton serves on a number of non-profit organizations, including the John Templeton Foundation, the Templeton World Charities Foundation and the Templeton Religion Trust. Ms. Templeton holds a B.A. in Economics from the University of the South, Sewanee.
	Areas of expertise/experience
	● Capital Markets ● Corporate Finance	● Investment ● Strategy
	Other public company directorships in the past five years
	Financial Holdings Limited and Fairfax India Holdings Corporation.
	Board/Committee Membership		Attendance
	Board Audit Committee Nominating and Corporate Governance Committee		14 of 14 5 of 5 9 of 9		100% 100% 100%
	Equity Ownership (1)
	Common Shares	Options		Restricted Share Units (RSUs)
	Nil	Nil		6,966

Name: Andrew (Luen Cheung) Wong Age: 63 Municipality of residence: Hong Kong Special Administrative Region, People’s Republic of China Director since: 2014 Independent	Mr. Wong has served as an independent director of the Corporation since August 2014. He is a director of Chubb Life Insurance Company and the Vice-Chairman of the board of directors of Huazhong In-Vehicle Holdings Company Limited, a company listed on The Stock Exchange of Hong Kong. Previously, he has held senior positions at the Royal Bank of Canada, the Union Bank of Switzerland, Citicorp International Limited (a merchant banking arm of Citibank), Hang Seng Bank Limited and DBS Bank Limited, Hong Kong. Mr. Wong holds a Bachelor of Social Sciences (Honours) degree from the University of Hong Kong and a Master of Philosophy degree from Hong Kong Buddhist College. He is Chair of the Compensation Committee.
	Areas of expertise/experience
	● Corporate Finance ● China Operations	● Capital Markets ● Strategy
	Other public company directorships in the past five years
	China CITIC Bank Corporation Limited and Huazhong In-Vehicle Holdings Company Limited
	Board/Committee Membership		Attendance
	Board Compensation Committee Nominating and Corporate Governance Committee		14 of 14 8 of 8 9 of 9		100% 100% 100%
	Equity Ownership (1)
	Common Shares	Options		Restricted Share Units (RSUs)
	3,566	Nil		18,066

 

Name: Arthur (Lap Tat) Wong Age: 61 Municipality of residence: Beijing, People’s Republic of China Director since: 2019 Independent	Mr. Wong has served as an independent director of the Corporation since March 2019. He currently serves as an independent director and chair of the audit committee of China Maple Leaf Educational Systems Limited, Daqo New Energy Corp. and Tarena International, Inc. From 1982 to 2008, He held various positions with Deloitte Touche Tohmatsu (Deloitte) in Hong Kong, San Jose and Beijing, with his last position as a partner in Deloitte’s Beijing office. He subsequently served as the Chief Financial Officer of a number of companies. Mr. Wong received a Higher Diploma in Accountancy from Hong Kong Polytechnic University and a Bachelor of Science degree in Applied Economics from University of San Francisco. He is a fellow of the Hong Kong Institute of Certified Public Accountants, a fellow of the Association of Chartered Certified Accountants, and a member of the American Institute of Certified Public Accountants. He is Chair of the Audit Committee.
	Areas of expertise/experience
	● Audit/Accounting ● Corporate Finance	● Capital Markets ● Corporate Reporting
	Other public company directorships in the past five years
	China Maple Leaf Educational Systems Limited, Daqo New Energy Corp., Tarena International, Inc., China Automotive Systems, Inc., Petro-king Oilfield Services Limited, Sky Solar Holdings, Ltd., Vision China Media Inc., Xueda Education Group, and YOU On Demand Holdings, Inc.
	Board/Committee Membership		Attendance
	Board Audit Committee Nominating and Corporate Governance Committee		14 of 14 5 of 5 9 of 9		100% 100% 100%
	Equity Ownership (1)
	Common Shares	Options		Restricted Share Units (RSUs)
	Nil	Nil		12,015

 

Name: Leslie Li Hsien Chang Age: 66 Municipality of residence: Hong Kong Special Administrative Region, People’s Republic of China Director since: 2020 Independent	Mr. Chang has been serving as an independent director of our Company since September 2020. Mr. Chang has been serving as Senior Advisor to CITIC Capital (Holdings) Limited since 2014. Prior to that, Mr. Chang served as a senior corporate executive and board director at several listed companies in Hong Kong. He joined CITIC Pacific limited as General Manager, Finance in 1994 and later became the Executive Director and Deputy Managing Director of the company responsible for the Group’s financial management, accounting and treasury functions. Mr. Chang also served as the Executive Director and Chief Executive Officer of HKC (Holdings) Limited; Executive Director and Vice Chairman of China Renewable Energy Investment Limited; Alternate Director on the board of Cathay Pacific Airways Limited and Independent Non-Executive Director of Pou Sheng International (Holdings) Limited, among other roles. Mr. Chang started his career after graduating from George Mason University business school in 1984 and joined the New York Office of KPMG. He became a partner of the firm specializing in the financial services industry and served as the Director of the Chinese Practice. Mr. Chang served as a certified public accountant in the State of New York and member of the American Institute of Certified Public Accountants, Chartered Global Management Accountants and the Hong Kong Institute of Certified Public Accountants.
	Areas of expertise/experience
	● Strategy ● Capital Markets ● Audit/Accounting	● Investment ● Corporate Finance
	Other public company directorships in the past five years
	None
	Board/Committee Membership		Attendance
	Board		2 of 2		100%
	Equity Ownership (1)
	Common Shares	Options		Restricted Share Units (RSUs)
	Nil	Nil		2,135

 

Name: Yan Zhuang Age: 57 Municipality of residence: Suzhou, People’s Republic of China Director since: 2020	Mr. Zhuang has been serving as a director of our Company since September 2020 and is also President of CSI Solar, the Company’s Module and System Solutions subsidiary. He was our acting Chief Executive Officer between May 2019 and September 2020. He also served as our chief commercial officer since May 2012 and our senior vice president of global sales and marketing since July 2011, and prior to that as our vice president of global sales and marketing since June 2009. He was an independent director of our company from September 2007 to June 2009. Mr. Zhuang has worked in corporate branding, sales and marketing positions with, or provided consulting services to, a variety of multinational companies for over 15 years. In 2008, he founded and became a director of INS Research and Consulting. Mr. Zhuang was the head of Asia for Hands-on Mobile, Inc., a global media and entertainment company with operations in China, South Korea and India, from 2006 to 2007. He previously served as our senior vice president of business operations and marketing in Asia. Before joining Hands-on Mobile, Inc., he held various marketing and business operation positions with Motorola Inc., including as its Asia Pacific regional director of marketing planning and consumer insight. Prior to that, he was a marketing consultant in Canada and China. Mr. Zhuang holds a bachelor’s degree in electrical engineering from Northern Jiaotong University, China, a Master of Science degree in applied statistics from the University of Alberta, Canada and a Master of Science degree in marketing management from the University of Guelph, Canada.
	Areas of expertise/experience
	● Strategy ● Sales	● Corporate Branding ● Marketing Management
	Other public company directorships in the past five years
	None
	Board/Committee Membership		Attendance
	Board		2 of 2		100%
	Equity Ownership (1)
	Common Shares	Options		Restricted Share Units (RSUs)
	Nil	Nil		45,291

 

Name: Huifeng Chang Age: 55 Municipality of residence: Princeton, New Jersey, USA Director since: 2020	Dr. Chang has been serving as Senior VP and Chief Financial Officer of our Company since May 2016, and as a director since September 2020. He has 17 years of experience in capital markets, financial investment and risk management. Before joining us, Dr. Chang was the co-head of Sales & Trading at the U.S. subsidiary of China International Capital Corp (CICC) from 2010 to 2015. Prior to that, he was the CEO of CSOP Asset Management based in Hong Kong from early 2008 to 2010, investing funds from China in the international markets. From 2000 to 2008, Dr. Chang was vice president and an equity proprietary trader at Citigroup Equity Proprietary Investments in New York. Before going to New York, Dr. Chang worked at Kamakura Corp in Hawaii as a risk consultant to banks in Asia. He received a Ph.D. in soil physics and MBA from University of Hawaii in the early 1990s, M.S. degree from Academia Sinica in 1987 and B.S. degree from Nanjing Agricultural University in 1984.
	Areas of expertise/experience
	● Capital Markets ● Corporate Finance ● Risk Management	● Financial Investment ● Strategy
	Other public company directorships in the past five years
	ScienJoy Holding Corp.
	Board/Committee Membership		Attendance
	Board		2 of 2		100%
	Equity Ownership (1)
	Common Shares	Options		Restricted Share Units (RSUs)
	Nil	Nil		36,067

Notes:

 

(1) As of May 4, 2021.

 

(2) Includes common shares, options and RSUs held by Hanbing Zhang, the wife of Dr. Qu.

 

Appointment of Auditors

 

At the Meeting, shareholders will be asked to pass an ordinary resolution to reappoint Deloitte Touche Tohmatsu Certified Public Accountants LLP (DTT LLP) as auditors of the Corporation for the financial year ending December 31, 2021 and to authorize the directors of the Corporation to fix their remuneration for the financial year ending December 31, 2021. DTT LLP and its predecessor, Deloitte Touche Tohmatsu CPA Ltd., have been auditors of the Corporation since December 2005. An ordinary resolution needs to be passed by a simple majority of the votes cast by the shareholders present in person or represented by proxy and entitled to vote at the Meeting.

 

Other Business

 

Management of the Corporation knows of no other matters that may properly come before the Meeting.

 

STATEMENT OF EXECUTIVE COMPENSATION

 

General

 

See Item 6B “Compensation of Directors and Executive Officers – Cash Compensation” and “Compensation of Directors and Executive Officers – Share-based Compensation” and Item 6C “Board Practices – Director Agreements” and “Board Practices – Indemnification of Directors and Officers” of the Form 20-F.

 

 

Employment and Management Contracts

 

See Item 6C “Board Practices ─ Employment Agreements” of the Form 20-F.

 

Compensation of Directors

 

See Item 6B “Compensation of Directors and Executive Officers ─ Cash Compensation” and Item 6C “Board Practices ─ Director Agreements” and “Board Practices ─ Indemnification of Directors and Officers” of the Form 20-F.

 

RELATED PARTY TRANSACTIONS

 

See Item 7 “Major Shareholders and Related Party Transactions” of the Form 20-F.

 

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

 

See Item 6C “Board Practices ─ Interested Transactions” and Item 7B “Major Shareholders and Related Party Transactions - Related Party Transactions” of the Form 20-F.

 

MATERIAL CONTRACTS

 

See Item 10C “Material Contracts” of the Form 20-F.

 

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

 

Except as disclosed in this Circular, management is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer or any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting.

 

OTHER MATTERS

 

Glossary

 

The term shareholder refers to a registered holder of common shares. The term common shares refers to common shares in the capital stock of the Corporation.

 

Date of Information

 

Except where noted, all information in this Circular is as of May 4, 2021.

 

APPROVAL OF CIRCULAR BY BOARD

 

The contents and the sending of this Circular have been approved by the Board.

 

 

DATED at Toronto, Canada this 4^th day of May, 2021.

 

	BY ORDER OF THE BOARD OF DIRECTORS
	/s/ Shawn (Xiaohua) Qu
	Shawn (Xiaohua) Qu
	Chairman of the Board, President and
	Chief Executive Officer

 

 

SCHEDULE A

Form 20-F of Canadian Solar Inc. for the year ended December 31, 2020

 

The Form 20-F can be found and viewed on the SEC’s website at www.sec.gov.