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