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Securities (USA) LLC, which is a registered broker-dealer and a member of the NASD. Credit Suisse Securities (USA) LLC is a<br />

limited liability company with its principal place of business at 11 Madison Avenue, New York, New York 10010, U.S.A.<br />

(6) Represents 833,333 ordinary shares issuable upon conversion of Series B preferred shares held by China Environment Fund 2004,<br />

LP., an exempted partnership organized and existing under the laws of the Cayman Islands, with its registered office at c/o Walkers<br />

SPV Limited, P.O. Box 908, George Town, Cayman Islands. Voting and investment power of shares held by China Environment<br />

Fund 2004, LP. is exercised by its investment committee, which consists of Jason Whittle, Sandy Selman, Tony Bakels and<br />

Donald Chang Ye.<br />

(7) Represents 833,333 ordinary shares issuable upon conversion of Series B preferred shares held by JAFCO <strong>Asia</strong> Technology Fund III,<br />

an exempted company organized and existing under the laws of the Cayman Islands and wholly owned by JAFCO <strong>Asia</strong> Technology<br />

Fund III L.P., a limited partnership established in the Cayman Islands. JAFCO <strong>Asia</strong> Technology Holdings III Limited, a Cayman<br />

Islands company and a wholly-owned subsidiary of JAFCO Investment (<strong>Asia</strong> Pacific) <strong>Ltd</strong>., is the sole general partner of JAFCO<br />

<strong>Asia</strong> Technology Fund III L.P. and controls the voting and investment power over the shares owned by JAFCO <strong>Asia</strong> Technology<br />

Fund III. JAFCO Investment (<strong>Asia</strong> Pacific) <strong>Ltd</strong>. is wholly owned by JAFCO <strong>Co</strong>., <strong>Ltd</strong>., a public company listed on the Tokyo Stock<br />

Exchange. Hiroshi Yamada, Vincent Chan Chun Hung, Chew Cheng Keat and Junitsu Uchikata as a whole have the voting and<br />

investment power of shares held by JAFCO <strong>Asia</strong> Technology Fund III. The address for JAFCO <strong>Asia</strong> Technology Fund III is<br />

c/o JAFCO Investment (<strong>Asia</strong> Pacific) Limited, 6 Battery Road, #42-01, Singapore 049909. JAFCO <strong>Asia</strong> Technology Fund III is<br />

affiliated with Nomura Securities International, Inc., which is a registered broker-dealer and a member of NASD. Nomura<br />

Securities International, Inc. has its principal place of business at Two World Financial Center, Building B, New York, New York<br />

10281-1198, U.S.A.<br />

(8) Represents 500,000 ordinary shares issuable upon conversion of Series B preferred shares and 20,049 ordinary shares issuable upon<br />

conversion of Series C preferred shares, each held by MUS Roosevelt China Pacific Fund L.P., an exempted limited partnership<br />

organized and existing under the laws of the Cayman Islands. MUS Roosevelt Capital Partners, <strong>Ltd</strong>., a Cayman Islands company, is<br />

the sole general partner of MUS Roosevelt China Pacific Fund L.P. Voting and investment power of shares held by MUS Roosevelt<br />

Capital Partners, <strong>Ltd</strong>. is exercised by its investment committee, which consists of Yasuhiro Matsumura, Jun Otsuka, Brian Chang<br />

and Tin Lung Tse. The address for MUS Roosevelt China Pacific Fund L.P. is c/o MUS Roosevelt Capital Partners, <strong>Ltd</strong>., Offshore<br />

Incorporations (Cayman) Limited, Scotia Centre, 4/F, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands. MUS<br />

Roosevelt Capital Partners, <strong>Ltd</strong>. is affiliated with Mitsubishi UFJ Securities <strong>Co</strong>., <strong>Ltd</strong>., which is a broker-dealer and a member of the<br />

Japan Securities Dealers Association. Mitsubishi UFJ Securities <strong>Co</strong>., <strong>Ltd</strong>. is a company with its principal place of business at 2-4-1,<br />

Marunouchi, Chiyoda-ku, Tokyo 100-6317, Japan.<br />

(9) Represents 451,429 ordinary shares issuable upon conversion of Series A-2 preferred shares held by Decatur Overseas <strong>Co</strong>rporation, a<br />

company organized and existing under the laws of the British Virgin Islands and wholly owned by Rafael E. Alain, with its address at<br />

16th Floor, Swiss Tower, 53rd Street, Urbanizacion Obarrio, Panama. The directors of Decatur Overseas <strong>Co</strong>rporation, Cynthia de<br />

Raveneau and Pamela D. Hall, have the voting and investment power of shares held by Decatur Overseas <strong>Co</strong>rporation.<br />

(10) Represents 33,334 ordinary shares issuable upon conversion of Series B preferred shares and 1,337 ordinary shares issuable upon<br />

conversion of Series C preferred shares, each held by BOFA Capital <strong>Co</strong>mpany Limited, a company organized and existing under the<br />

laws of the British Virgin Islands and wholly owned by Lingyong Peng, Yu Chen and Yiven Le, who have the voting and investment<br />

power of shares held by BOFA Capital <strong>Co</strong>mpany Limited.<br />

(11) Represents 25,233 ordinary shares issuable upon conversion of Series C preferred shares held by Silverpointe Investments <strong>Ltd</strong>., a<br />

company organized and existing under the laws of the British Virgin Islands and wholly owned by Yang Yang, with its address<br />

at Portculli TrustNet (BVI) Limited, Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands.<br />

Yang Yang has the sole voting and investment power of shares held by Silverpointe Investments <strong>Ltd</strong>.<br />

As of the date of this prospectus, none of our outstanding ordinary shares or our outstanding preferred<br />

shares is held by any record holders in the United States.<br />

None of our existing shareholders has different voting rights from other shareholders subsequent to the<br />

completion of this offering. We are not aware of any arrangement that may, at a subsequent date, result in a<br />

change of control of our company.<br />

Each selling shareholder has confirmed that it is not a broker-dealer and that, other than Financiere<br />

Natixis Singapore 4 Pte <strong>Ltd</strong>, CHF Wafer <strong>Co</strong>mpany Limited, JAFCO <strong>Asia</strong> Technology Fund III and MUS<br />

Roosevelt China Pacific Fund L.P., it is not an affiliate of any broker-dealer. Financiere Natixis Singapore 4<br />

Pte <strong>Ltd</strong>, CHF Wafer <strong>Co</strong>mpany Limited, JAFCO <strong>Asia</strong> Technology Fund III and MUS Roosevelt China<br />

Pacific Fund L.P., each being an affiliate of a registered broker-dealer, have each represented that it<br />

purchased our preferred shares in the ordinary course of business, that the ordinary shares being registered for<br />

resale by our preferred shareholders will be issued upon conversion of the preferred shares and that, at the time<br />

of the purchase, it had no agreements or understandings, directly or indirectly, with any person to distribute<br />

our preferred shares or our ordinary shares issuable upon conversion of such preferred shares.<br />

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