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

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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. 104
DESCRIPTION OF AMERICAN DEPOSITARY SHARES JPMorgan Chase Bank, N.A., as depositary will issue the ADSs which you will be entitled to receive in this offering. Each ADS will represent an ownership interest in one ordinary share which we will deposit with the custodian, as agent of the depositary, under the deposit agreement among ourselves, the depositary and yourself as an ADR holder. In the future, each ADS will also represent any securities, cash or other property deposited with the depositary that have not been distributed directly to you. Unless specifically requested by you, all ADSs will be issued on the books of our depositary in book-entry form and periodic statements will be mailed to you that reflect your ownership interest in such ADSs. In our description, references to American depositary receipts, or ADRs, will include the statements you will receive that reflect your ownership of ADSs. The depositary's office is located at 4 New York Plaza, New York, New York 10004. You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an ADR holder described in this section. You should consult with your broker or financial institution to find out what those procedures are. Because the depositary's nominee will actually be the registered owner of the ordinary shares underlying your ADSs, you must rely on it to exercise the rights of a shareholder on your behalf. The obligations of the depositary and its agents are set out in the deposit agreement. The deposit agreement and the ADSs are governed by New York law. The following is a summary of the material terms of the deposit agreement. Because it is a summary, it does not contain all the information that may be important to you. For more complete information, you should read the entire deposit agreement, including the form of ADR, which contains the terms of your ADSs. You can read a copy of the deposit agreement which is filed as an exhibit to the registration statement, of which this prospectus forms a part. You may also obtain a copy of the deposit agreement at the Securities and Exchange Commission's Public Reference Room which is located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. You may also find the registration statement and the attached deposit agreement from the Securities and Exchange Commission's website at http://www.sec.gov. Share Dividends and Other Distributions How will I receive dividends and other distributions on the shares underlying my ADSs? We may make various types of distributions with respect to our securities. The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after converting any cash received into U.S. dollars and, in all cases, making any necessary deductions provided for in the deposit agreement. You will receive these distributions in proportion to the number of underlying securities that your ADSs represent. Except as stated below, to the extent the depositary is legally permitted it will deliver such distributions to ADR holders in proportion to their interests in the following manner: ‚ Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to certain registered holders, and (iii) deduction of the depositary's expenses in (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) 105
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PROSPECTUS 17,384,000 American Depo
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We were incorporated in the Cayman
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percentage of light energy from the
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Listing ÏÏÏÏÏÏÏÏÏÏÏÏÏ
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(1) Gross profit for the year ended
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RISK FACTORS Investment in our ADSs
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Reduction or elimination of governm
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capacity or to increase our manufac
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delivery or failure to meet deliver
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specifications or product defects.
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Compliance with environmental regul
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operations or the price of our ADSs
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tax rates and other measures. Forei
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company in connection with any incr
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of approximately $22.05 in the net
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outside the United States. As a res
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The forward-looking statements cont
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CAPITALIZATION The following table
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DILUTION If you invest in our ADSs,
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DIVIDEND POLICY We have never decla
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SELECTED CONSOLIDATED FINANCIAL AND
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MANAGEMENT'S DISCUSSION AND ANALYSI
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polysilicon prices will decline in
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listed public company in the United
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increase. See ""Risk Factors Ì Ris
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subjective. The assumptions used in
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2006 and February 6, 2007. During t
Page 58 and 59: value of the our business. Under th
Page 60 and 61: Year Ended December 31, 2006 (in th
Page 62 and 63: ""Exchange Rate Information'' in th
Page 64 and 65: ended September 30, 2006, net incom
Page 66 and 67: For additional information relating
Page 68 and 69: The non-cancelable purchase obligat
Page 70 and 71: previously deemed material, but are
Page 72 and 73: module production will increase fro
Page 74 and 75: The following diagram illustrates t
Page 76 and 77: Because we are a pure-play solar wa
Page 78 and 79: Wafering. After passing inspection,
Page 80 and 81: our revenue and customer base to ta
Page 82 and 83: ‚ Our agreement with E'mei Semi-c
Page 84 and 85: photovoltaic cell or modules, and w
Page 86 and 87: A breakdown of our employees by are
Page 88 and 89: tax treatments to foreign-invested
Page 90 and 91: On September 21, 2006, the CSRC pub
Page 92 and 93: Gang Wang is a non-executive direct
Page 94 and 95: directors on our audit committee wi
Page 96 and 97: monies of or belonging to us may be
Page 98 and 99: (10) Vests on July 31, 2007. Brilli
Page 100 and 101: Securities (USA) LLC, which is a re
Page 102 and 103: interest-bearing loans directly to
Page 104 and 105: person, by its duly authorized repr
Page 106 and 107: History of Securities Issuances The
Page 110 and 111: making any sale by public or privat
Page 112 and 113: Reports and Other Communications Wi
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Page 118 and 119: SHARES ELIGIBLE FOR FUTURE SALE Upo
Page 120 and 121: TAXATION The following summary of m
Page 122 and 123: individual, up to $3,000 of capital
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Page 126 and 127: The estimated offering expenses pay
Page 128 and 129: Pricing of the Offering Prior to th
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Page 132 and 133: EXPENSES RELATING TO THIS OFFERING
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Page 136 and 137: WHERE YOU CAN FIND ADDITIONAL INFOR
Page 138 and 139: REPORT OF INDEPENDENT REGISTERED PU
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LDK SOLAR CO., LTD. AND SUBSIDIARIE
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