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

DESCRIPTION OF SHARE CAPITAL
We are a Cayman Islands company and our affairs are governed by our memorandum and articles of
association and the Cayman Companies Law (2004 Revision) of the Cayman Islands, or the Cayman
Companies Law. We have filed copies of our current third amended and restated memorandum and articles of
association and our fourth amended and restated memorandum and articles of association that will become
effective upon consummation of this offering as exhibits to our registration statement on Form F-1, of which
this prospectus forms a part.
As of the date of this prospectus, our authorized share capital consists of 134,000,000 ordinary shares, par
value of $0.10 each, and 16,000,000 preferred shares, par value of $0.10 each. As of the date of this prospectus,
an aggregate of 75,000,000 ordinary shares and 15,580,000 preferred shares were issued and outstanding. All of
our issued and outstanding preferred shares will automatically convert into ordinary shares at a conversion rate
of one preferred share to one ordinary share, immediately prior to closing of this offering.
Upon consummation of this offering, our authorized share capital will consist of 499,580,000 ordinary
shares, par value of $0.10 each, and 420,000 shares of such class or designation as our board of directors may
determine in accordance with our articles of association, par value of $0.10 each.
The following are summaries of material provisions of our fourth amended and restated memorandum
and articles of association that will become effective upon consummation of this offering and the Cayman
Companies Law insofar as they relate to our ordinary shares. You, as holder of our ADSs, will not be treated
as our shareholders and you must surrender your ADSs for cancellation and withdraw from the depositary
facility in which the ordinary shares are held in order to exercise shareholders' rights as holders of our ordinary
shares in respect of the ordinary shares underlying your ADSs. Under the terms of the deposit agreement, the
depositary has agreed, subject to certain legal and contractual limitations, to exercise certain shareholder
rights on your behalf and on behalf of other holders of our ADSs. See ""Description of American Depositary
Shares'' for more information.
Ordinary Shares
All of our outstanding ordinary shares are fully paid and non-assessable. We issue certificates representing
our ordinary shares in registered form. Our shareholders who are non-residents of the Cayman Islands may
freely hold and vote their shares.
Dividends
The holders of our ordinary shares are entitled to such dividends as may be declared by our board of
directors subject to the Cayman Companies Law.
Voting rights
Each of our ordinary shares is entitled to one vote on all matters upon which our ordinary shares are
entitled to vote. Voting at any meeting of our shareholders is by show of hands unless a poll is demanded or
required by the rules of the designated stock exchange as described in our fourth amended and restated articles
of association. A poll may be demanded by:
‚ the chairman of the meeting;
‚ at least three shareholders present in person or, in the case of a shareholder being a corporation, by its
duly authorized representative, or by proxy for the time being entitled to vote at the meeting;
‚ any shareholder or shareholders present in person or, in the case of a shareholder being a corporation,
by its duly authorized representative, or by proxy and representing not less than one-tenth of the total
voting rights of all the shareholders having the right to vote at the meeting; or
‚ a shareholder or shareholders present in person or, in the case of a shareholder being a corporation, by
its duly authorized representative, or by proxy and holding not less than one-tenth of the issued share
capital of our voting shares.
A quorum required for a meeting of our shareholders consists of at least two shareholders holding at least
one-third of our total outstanding shares present in person or by proxy or, if a corporation or other non-natural
99