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 ...
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
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 />
124