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

persuasive authority in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in
which:
‚ a company is acting or proposing to act illegally or beyond the scope of its authority;
‚ the act complained of, although not beyond the scope of its authority, could be effected duly if
authorized by more than a simple majority vote which has not been obtained; and
‚ those who control the company are perpetrating a ""fraud on the minority'' under the Cayman Islands
law.
Registration Rights
We have granted registration rights to the holders of our Series A, Series B and Series C preferred shares,
including their assignees, in connection with their subscription for our Series A preferred shares in July 2006,
Series B preferred shares in September 2006 and Series C preferred shares in December 2006. These
registration rights will terminate on the earlier of:
‚ two years following the consummation of this offering; or
‚ with respect to any holder of our Series A, Series B and Series C preferred shares, such earlier time
after this offering when such holder may sell all its registrable securities in any three-month period
without registration under the Securities Act or the volume limitation under Rule 144 of the Securities
Act.
Set forth below is a summary description of the registration rights granted to the holders of our Series A,
Series B and Series C preferred shares, including their assignees.
Demand registration rights
At any time after this offering, holders of a majority in voting power of the registrable securities have the
right to demand that we file a registration statement covering the offer and sale of their securities. At any time
commencing one year after this offering, if we become eligible to use Form F-3, holders of the registrable
securities have the right to request that we file a registration statement under Form F-3. However, we are not
obligated to effect more than two Form F-3 demand registrations. We have subsequently waived our right to
defer any request by holders of the registrable securities for the filing of a registration statement.
Piggyback registration rights
If we propose to file a registration statement with respect to an offering of equity securities of our
company, then we must offer each holder of the registrable securities the opportunity to include its shares in
the registration statement. If the underwriters in any underwritten offering determine that market factors
require a limitation on the number of equity securities in the underwritten offering, we will have priority to
include our equity securities for the offering, but holders of the registrable securities have the right to include
their registrable securities to the extent that such included registrable securities will not in the aggregate
exceed 25% of the offering.
Expenses of registrations
We will pay all expenses relating to any demand or piggyback registration whether or not such
registrations become effective, except that holders of the registrable securities will bear the underwriting
discounts and commissions relating to registration and sale of their shares and their own legal fee and transfer
tax.
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