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LDK Solar Co., Ltd. - Asia Europe Clean Energy (Solar) Advisory Co ...

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RELATED PARTY TRANSACTIONS<br />

We have engaged from time to time in various transactions with related parties. We believe that we have<br />

conducted our related-party transactions on terms comparable to, or more favorable to us than, similar<br />

transactions we would enter into with independent third parties. Upon completion of this offering, our relatedparty<br />

transactions will be subject to the review and approval of the audit committee of our board of directors.<br />

The charter of our audit committee as adopted by our board of directors provides that we may not enter into<br />

any related-party transaction unless and until it has been approved by the audit committee.<br />

Restructuring<br />

Jiangxi <strong>LDK</strong> <strong>Solar</strong> was incorporated in China on July 5, 2005 by Suzhou Liouxin, a PRC company, and<br />

Liouxin Industrial Limited, a Hong Kong company, each beneficially and wholly owned by Mr. Peng, our<br />

founder, chairman and chief executive officer. Suzhou Liouxin and Liouxin Industrial Limited owned 27.6%<br />

and 72.4%, respectively, of Jiangxi <strong>LDK</strong> <strong>Solar</strong> at the time of its incorporation.<br />

Mr. Peng incorporated <strong>LDK</strong> New <strong>Energy</strong> on April 27, 2006 as his wholly owned company under the laws<br />

of the British Virgin Islands. <strong>LDK</strong> New <strong>Energy</strong> incorporated <strong>LDK</strong> <strong>Solar</strong> <strong>Co</strong>., <strong>Ltd</strong>. on May 1, 2006 as its<br />

wholly owned subsidiary under the laws of the Cayman Islands.<br />

Upon approval of the relevant PRC government authorities, <strong>LDK</strong> <strong>Solar</strong> <strong>Co</strong>., <strong>Ltd</strong>. acquired all of the<br />

equity interests in Jiangxi <strong>LDK</strong> <strong>Solar</strong> from Suzhou Liouxin and Liouxin Industrial Limited on July 10, 2006<br />

for an aggregate consideration of $8,000,001.<br />

Borrowings<br />

Loan from Mr. Xiaofeng Peng<br />

Under a loan agreement dated September 22, 2005, Mr. Peng granted a line of credit of up to<br />

$24.2 million to Jiangxi <strong>LDK</strong> <strong>Solar</strong> at an interest rate as published by the People's Bank of China from time to<br />

time. This loan is guaranteed by Suzhou Liouxin, Saiweng Technology (Suzhou) <strong>Co</strong>., <strong>Ltd</strong>., and Jiangxi<br />

Liouxin Industry <strong>Co</strong>., <strong>Ltd</strong>., all of which are controlled by Mr. Peng. The loan is to be repaid at the demand by<br />

Mr. Peng with 15-business day prior notice specifying the amount and date due.<br />

During the period from October to December 2005, Jiangxi <strong>LDK</strong> <strong>Solar</strong> borrowed a cumulative amount of<br />

$16.1 million under the line of credit and at the same time lent $5.5 million to Saiweng Technology (Suzhou)<br />

<strong>Co</strong>., <strong>Ltd</strong>. In the first six months of 2006, Jiangxi <strong>LDK</strong> <strong>Solar</strong> borrowed an additional $8.1 million and repaid<br />

$5.4 million under this line of credit. Among the repayment of $5.4 million, Jiangxi <strong>LDK</strong> <strong>Solar</strong> paid<br />

$1.3 million to a third party at the instruction of Mr. Peng and signed an agreement with Mr. Peng in April<br />

2006 to confirm and ratify that the payment of $1.3 million constituted a repayment of the same amount it<br />

owed Mr. Peng. In March 2006, Jiangxi <strong>LDK</strong> <strong>Solar</strong> signed an agreement with Mr. Peng to use the<br />

$5.5 million it lent to Saiweng Technology (Suzhou) <strong>Co</strong>., <strong>Ltd</strong>. to offset $5.5 million of the amount it owed<br />

Mr. Peng under the credit line. In December 2006, Jiangxi <strong>LDK</strong> <strong>Solar</strong> repaid the outstanding balance of<br />

$13.4 million to Mr. Peng, together with an accrued interest of $0.9 million.<br />

Loan from Jiangxi Liouxin Industry <strong>Co</strong>., <strong>Ltd</strong>.<br />

Jiangxi <strong>LDK</strong> <strong>Solar</strong> borrowed $2.6 million from Jiangxi Liouxin Industry <strong>Co</strong>., <strong>Ltd</strong>., a company controlled<br />

by Mr. Peng, on August 12, 2006 for working capital purposes. There was no written agreement, and the loan<br />

was interest free. This loan was repaid in full in September 2006.<br />

Loan from Suzhou Liouxin<br />

Under a loan agreement dated July 24, 2006, Jiangxi <strong>LDK</strong> <strong>Solar</strong> borrowed $8.1 million from Suzhou<br />

Liouxin free of interest. This loan was repaid in full in December 2006.<br />

Entrusted Loan from Jiangxi Liouxin Industry <strong>Co</strong>., <strong>Ltd</strong>.<br />

Through Bank of China, Xinyu Branch, Jiangxi <strong>LDK</strong> <strong>Solar</strong> borrowed $15.0 million from Jiangxi Liouxin<br />

Industry <strong>Co</strong>., <strong>Ltd</strong>. in December 2006 through an entrusted loan agreement. The loan carries an interest of<br />

5.022% per year and is due in June 2007. Under PRC law, a non-financial institution may not make any<br />

97

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