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

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SHARES ELIGIBLE FOR FUTURE SALE<br />

Upon completion of this offering, we will have outstanding 17,384,000 ADSs representing 16.7% of our<br />

ordinary shares outstanding, assuming no exercise of the over-allotment option, or 19,991,600 ADSs<br />

representing 18.8% of our ordinary shares outstanding, assuming full exercise of the over-allotment option. All<br />

of the ADSs sold in this offering and the ordinary shares they represent will be freely transferable by persons<br />

other than our ""affiliates'' without restriction or further registration under the Securities Act. Sales of<br />

substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our<br />

ADSs. Prior to this offering, there has been no public market for our ADSs, and while application has been<br />

made for the ADSs to be listed on the New York Stock Exchange, we cannot assure you that a regular trading<br />

market will develop in the ADSs. We have not listed and do not expect to list our ordinary shares.<br />

Lock-Up Agreements<br />

We have agreed that, without the prior written consent of each of Morgan Stanley & <strong>Co</strong>. International<br />

plc and UBS AG, we will not, during the period ending 180 days after the date of this prospectus:<br />

‚ offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or<br />

contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of,<br />

directly or indirectly, any ordinary shares, ADSs or any securities convertible into or exercisable or<br />

exchangeable for ordinary shares or ADSs, or enter into any swap or other arrangement that transfers<br />

to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares<br />

or ADSs, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or enter<br />

into any such transaction, swap, hedge or other arrangement, whether any such transaction described<br />

above is to be settled by delivery of our ordinary shares or ADSs or such other securities, in cash or<br />

otherwise; or<br />

‚ file any registration statement with the Securities and Exchange <strong>Co</strong>mmission relating to the offering of<br />

any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary<br />

shares or ADSs.<br />

These restrictions do not apply to:<br />

‚ the sale of our ordinary shares in the form of ADSs to the underwriters in this offering; and<br />

‚ the issuance by us of ordinary shares upon the exercise of options pursuant to our 2006 stock incentive<br />

plan.<br />

Each of our shareholders, directors and executive officers and certain of our existing optionholders have<br />

agreed that, without the prior written consent of each of Morgan Stanley & <strong>Co</strong>. International plc and UBS<br />

AG, they will not, during the period ending 180 days (or 12 months in the case of <strong>LDK</strong> New <strong>Energy</strong>) after<br />

the date of this prospectus:<br />

‚ offer, pledge, sell, contract to sell, sell any option or contract to sell, purchase any option or contract to<br />

sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or<br />

indirectly, any ordinary shares, ADSs, or any securities convertible into or exercisable or exchangeable<br />

for our ordinary shares or ADSs;<br />

‚ enter into any swap or other arrangement that transfers to another, in whole or in part, any of the<br />

economic consequences of ownership of our ordinary shares or ADSs; or<br />

‚ publicly disclose the intention to make any such offer, sale, pledge or disposition, or enter into any such<br />

transaction, swap, hedge or other arrangement.<br />

whether any such transaction described above is to be settled by delivery of our ordinary shares or ADSs or<br />

such other securities of ours, in cash or otherwise.<br />

These restrictions do not apply to:<br />

‚ the sale by the selling shareholders of our ordinary shares in the form of ADSs to the underwriters in<br />

this offering; and<br />

‚ transactions relating to our ordinary shares, ADSs or other securities acquired in open market<br />

transactions after the completion of this offering, provided that no filing under Section 16(a) of the<br />

Securities Exchange Act of 1934 will be required or will be voluntarily made in connection with<br />

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