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

provided that no such offer of ADSs shall result in a requirement for the publication by us or any underwriter
of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this paragraph, the expression an ""offer to the public'' in relation to any ADSs in any
Relevant Member State means the communication in any form and by any means of sufficient information on
the terms of the offer and any ADSs to be offered so as to enable an investor to decide to purchase any ADSs,
as the same may be varied in that Member State by any measure implementing the Prospectus Directive in
that Member State, and the expression ""Prospectus Directive'' means Directive 2003/71/EC and includes
any relevant implementing measure in each Relevant Member State.
The foregoing selling restriction is in addition to any other selling restrictions set out below.
United Kingdom. No offer of ADSs may be made to the public in the United Kingdom within the
meaning of Section 102B of the Financial Services and Markets Act 2000, as amended, or FSMA, except to
legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not
require the publication by us of a prospectus pursuant to the Prospectus Rules of the Financial Services
Authority, or FSA. Each underwriter: (i) has only communicated or caused to be communicated and will only
communicate or cause to be communicated an invitation or inducement to engage in investment activity
(within the meaning of Section 21 of FSMA) received by it in connection with the issue or sale of any ADSs
in circumstances in which Section 21 of FSMA does not apply to us; and (ii) has complied with, and will
comply with all applicable provisions of FSMA with respect to anything done by it in relation to the ADSs in,
from or otherwise involving the United Kingdom.
The foregoing shall apply in addition to the restrictions set out under the heading ""European Economic
Area'' above.
Italy. The offering of the ADSs has not been registered pursuant to Italian securities legislation and,
accordingly, no ADSs may be offered, sold or delivered, nor may copies of this prospectus or of any other
document relating to the ADSs be distributed in the Republic of Italy, except:
(i) to professional investors (operatori qualificati), as defined by Commissione Nazionale per le
Societ fia e la Borsa (""CONSOB'') in Article 31, second paragraph, of CONSOB Regulation No. 11522 of
1 July 1998, as amended; and
(ii) in circumstances which are exempt from the rules on solicitation of investments pursuant to
Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended, and Article 33, first
paragraph, of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Any offer, sale or delivery of the ADSs or distribution of copies of this prospectus or any other document
relating to the ADSs in the Republic of Italy under (i) or (ii) above must be:
(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities
in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No. 385 of
1 September 1993, as amended; and
(b) in compliance with any other applicable laws and regulations.
Australia. This prospectus is not a disclosure document under Chapter 6D of the Corporations Act, 2001
(Cth), or the Australian Corporation Act, has not been lodged with the Australian Securities and Investments
Commission and does not purport to include the information required of a disclosure document under the
Australian Corporations Act. Accordingly, (1) the offer of ADSs under this prospectus may only be made to
persons to whom it is lawful to offer ADSs without disclosure to investors under Chapter 6D of the Australian
Corporations Act under one or more exemptions set out in Section 708 of the Australian Corporations Act,
(2) this prospectus may be made available in Australia to persons as set forth in clause (1) above, and (3) the
underwriters must send the offeree a notice stating in substance that by accepting this offer, the offeree represents
that the offeree is such a person as set forth in clause (2) above and agrees not to sell or offer for sale within
Australia any ADS sold to the offeree within 12 months after their transfer to the offeree under this prospectus.
New Zealand. At the time any ADS is issued, each underwriter may not offer for subscription any ADS
or distribute any advertisement in relation to any ADS to the public in New Zealand and may not acquire any
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