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

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Pricing of the Offering<br />

Prior to this offering, there has been no public market for the ordinary shares or ADSs. The initial public<br />

offering price is determined by negotiations between us, the selling shareholders and the representatives of the<br />

underwriters. Among the factors considered in determining the initial public offering price are the future<br />

prospects of our company and our industry in general, our sales, earnings and certain other financial operating<br />

information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities and<br />

certain financial and operating information of companies engaged in activities similar to those of our company.<br />

Electronic Offer, Sale and Distribution of ADSs<br />

In connection with the offering, certain of the underwriters or securities dealers may distribute<br />

prospectuses by electronic means, such as e-mail. In addition, Morgan Stanley & <strong>Co</strong>. International plc and<br />

UBS AG may be facilitating Internet distribution for this offering to certain of their Internet subscription<br />

customers. An electronic prospectus may be available on the Internet websites maintained by Morgan<br />

Stanley & <strong>Co</strong>. International plc and UBS AG. Other than the prospectus in electronic format, the information<br />

on the websites of Morgan Stanley & <strong>Co</strong>. International plc and UBS AG is not part of this prospectus.<br />

Selling Restrictions<br />

No action has been taken in any jurisdiction (except in the United States) that would permit a public<br />

offering of the ADSs, or the possession, circulation or distribution of this prospectus or any other material<br />

relating to us or the ADSs in any jurisdiction where action for that purpose is required. Accordingly, the ADSs<br />

may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material or<br />

advertisements in connection with the ADSs may be distributed or published, in or from any country or<br />

jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.<br />

The ADSs offered pursuant to this prospectus are not being registered under the Securities Act for the<br />

purpose of sales outside the United States.<br />

Canada. The distribution of the ADSs in Canada is being made only on a private placement basis<br />

exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in<br />

each province where trades of the ADSs are made. Any resale of the ADSs in Canada must be made under<br />

applicable securities laws which will vary depending on the relevant jurisdiction, and which may require<br />

resales to be made under available statutory registration and prospectus exemptions or under a discretionary<br />

exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek<br />

legal advice prior to any resale of the ADSs.<br />

<strong>Europe</strong>an Economic Area. In relation to each Member State of the <strong>Europe</strong>an Area which has<br />

implemented the Prospectus Directive (each, a ""Relevant Member State''), an offer to the public of any<br />

ADSs which are the subject of the offering contemplated by this prospectus may not be made in that Relevant<br />

Member State, except that an offer to the public in that Relevant Member State of any ADSs may be made at<br />

any time under the following exemptions under the Prospectus Directive, if they have been implemented in<br />

that Relevant Member State:<br />

‚ to legal entities which are authorized or regulated to operate in the financial markets or, if not so<br />

authorized or regulated, whose corporate purpose is solely to invest in securities;<br />

‚ to any legal entity which has two or more of (1) an average of at least 250 employees during the last<br />

financial year; (2) a total balance sheet of more than 443,000,000; and (3) an annual net turnover of<br />

more than 450,000,000, as shown in its last annual or consolidated accounts;<br />

‚ by the underwriters to fewer than 100 natural or legal persons (other than qualified investors as defined<br />

in the Prospectus Directive) subject to obtaining the prior consent of Morgan Stanley & <strong>Co</strong>.<br />

International plc and UBS AG; or<br />

‚ in any other circumstances falling within Article 3(2) of the Prospective Directive,<br />

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