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

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History of Securities Issuances<br />

The following is a summary of the issuances of our securities since our inception on May 1, 2006.<br />

Ordinary shares<br />

In May 2006, we issued 100,000 ordinary shares at par value to <strong>LDK</strong> New <strong>Energy</strong>, a British Virgin<br />

Islands company wholly owned by Mr. Peng, for an aggregate consideration of $10,000.<br />

In July 2006, we issued 74,900,000 ordinary shares at par value to <strong>LDK</strong> New <strong>Energy</strong>, for an aggregate<br />

consideration of $7,490,000.<br />

Series A preferred shares<br />

In July 2006, we issued an aggregate of 4,580,000 Series A preferred shares, convertible into 4,580,000<br />

ordinary shares, for an aggregate consideration of $15,000,000.<br />

The conversion ratio of our Series A preferred shares is subject to adjustments if our 2006 net earnings<br />

are lower than $28,500,000. Any adjustment to the conversion ratio of our Series B or Series C preferred<br />

shares may also trigger adjustment to the conversion ratio of our Series A preferred shares. If we consummate<br />

this offering prior to the end of 2007 reflecting a valuation immediately prior to this offering of no less than<br />

$1,210,000,000, with a per-share offering price of no less than $11.00 and aggregate proceeds to us of at least<br />

$300,000,000, no such conversion ratio adjustment to Series A preferred shares will be made. The holders of<br />

our Series A preferred shares have confirmed that, after their review of our net earnings up to December 31,<br />

2006, no adjustments to the conversion ratio of our Series A preferred shares need be made on the basis of our<br />

net earnings for the year ended December 31, 2006.<br />

Series B preferred shares<br />

In September 2006, we issued an aggregate of 8,000,000 Series B preferred shares, convertible into<br />

8,000,000 ordinary shares, for an aggregate consideration of $48,000,000.<br />

The conversion ratio of our Series B preferred shares is subject to adjustments if our net earnings for the<br />

12-month period ending June 30, 2007 are lower than $57,000,000. Any adjustment to the conversion ratio of<br />

our Series A or Series C preferred shares may also trigger adjustment to the conversion ratio of our Series B<br />

preferred shares. If this offering meets the criteria as described in ""Ì Series A preferred shares'' above and is<br />

consummated on or before June 30, 2007, any conversion ratio adjustment to the Series B preferred shares<br />

based on our net earnings for the 12-month period ending June 30, 2007 will be computed on the basis of the<br />

annualized amount of our net earnings for number of full the months that elapsed prior to this offering. In<br />

April 2007, we agreed with the holders of our Series B preferred shares that, if we publicly file our F-1<br />

registration statement covering this offering on or before May 31, 2007, the conversion ratio adjustments for<br />

our Series B preferred shares would be determined based on our aggregate net income for the three months<br />

ended March 31, 2007 and the six months ended December 31, 2006 on an annualized basis, or an aggregate<br />

of $42.75 million for the nine-month period. The holders of our Series B preferred shares have confirmed that<br />

no adjustments to the conversion ratio of our Series B preferred shares need be made after their review of our<br />

consolidated interim financial statements as of, and for the three months ended, March 31, 2007 included in<br />

this prospectus.<br />

Series C preferred shares<br />

In December 2006, we issued an aggregate of 3,000,000 Series C preferred shares, convertible into<br />

3,000,000 ordinary shares, for an aggregate consideration of $22,500,000.<br />

The conversion ratio of our Series C preferred shares is subject to adjustments if our net earnings for the<br />

year ending December 31, 2007 are lower than $104,500,000. Any adjustment to the conversion ratio of our<br />

Series A or Series B preferred shares may also trigger adjustment to the conversion ratio of our Series C<br />

preferred shares. If this offering meets the criteria as described in ""Ì Series A preferred shares'' above and is<br />

consummated before the end of 2007, any conversion ratio adjustment to the Series C preferred shares based<br />

on our net earnings for the year ending December 31, 2007 will be computed on the basis of an adjusted<br />

annualized amount of our net earnings for the number of full months that elapsed prior to this offering. In<br />

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