‚ no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and ‚ there is due compliance with the correct procedures under the laws of the Cayman Islands. Grandall Legal Group has advised us that the PRC Civil Procedures Law contains provisions relating to recognition and enforcement of foreign judgments. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between China and such other jurisdiction. There is, however, no such treaty between China and the United States or between China and the Cayman Islands. 130
LEGAL MATTERS The validity of the ADSs and certain other legal matters with respect to U.S. federal and New York law will be passed upon for us by Sidley Austin LLP. Certain legal matters with respect to U.S. federal and New York law in connection with this offering will be passed upon for the underwriters by Cleary Gottlieb Steen & Hamilton LLP. The validity of the ordinary shares represented by the ADSs offered in this offering will be passed upon for us by <strong>Co</strong>nyers, Dill & Pearman, our counsel as to Cayman Islands law. Legal matters as to PRC law will be passed upon for us by Grandall Legal Group and for the underwriters by King & Wood. Sidley Austin LLP may rely upon <strong>Co</strong>nyers, Dill & Pearman with respect to matters governed by Cayman Islands law and upon Grandall Legal Group with respect to matters governed by PRC law. EXPERTS Our audited consolidated financial statements for the period from July 5, 2005 to, and as of, December 31, 2005 and for the year ended and as of December 31, 2006 have been included herein and in the registration statement in reliance upon the report of KPMG, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The offices of KPMG are located at the 8th Floor, Prince's Building, 10 Chater Road, Central, Hong Kong. The statements included in this prospectus under the captions ""Prospectus Summary Ì Our <strong>Co</strong>rporate Structure,'' ""Risk Factors Ì Risks Relating to Our <strong>Co</strong>mpany and Our Industry,'' ""Risk Factors Ì Risks Relating to Business Operations in China,'' ""Management's Discussion and Analysis of Financial <strong>Co</strong>ndition and Results of Operations,'' ""Business,'' ""PRC Government Regulations'' and ""Enforceability of Civil Liabilities,'' to the extent they constitute matters of PRC law, have been reviewed and confirmed by Grandall Legal Group, our PRC counsel, as experts in such matters, and are included in this prospectus in reliance upon such review and confirmation. The offices of Grandall Legal Group are located at 31st Floor, Nan Zheng Building, 580 West Nanjing Road, Shanghai 200041, China. The statements included in this prospectus under the caption ""Management's Discussion and Analysis of Financial <strong>Co</strong>ndition and Results of Operations'' and notes to our audited consolidated financial statements beginning on page F-1, to the extent they relate to the determination of fair value of our warrants, ordinary shares, preferred shares and stock options, have been reviewed and confirmed by Sallmanns (Far East) Limited, independent valuation firm, as experts in such matters, and are included in this prospectus in reliance upon such review and confirmation. The offices of Sallmanns (Far East) Limited are located at 22nd Floor, Siu On Center, 188 Lockhart Road, Wanchai, Hong Kong. The statements included in this prospectus under the caption ""Related Party Transactions Ì Land Use Rights,'' to the extent they relate to the determination of fair market value of the land use rights, completed buildings and assets under construction we purchased from an entity controlled by Mr. Peng, have been reviewed and confirmed by Shanghai Orient Real Estate Appraiser <strong>Co</strong>., <strong>Ltd</strong>., independent valuation firm, as experts in such matters, and are included in this prospectus in reliance upon such review and confirmation. The offices of Shanghai Orient Real Estate Appraisal <strong>Co</strong>., <strong>Ltd</strong>. are located at 2nd Floor, 1279 Dingxi Road, Shanghai 200050, China. 131
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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
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value of the our business. Under th
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Year Ended December 31, 2006 (in th
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""Exchange Rate Information'' in th
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ended September 30, 2006, net incom
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For additional information relating
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The non-cancelable purchase obligat
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previously deemed material, but are
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module production will increase fro
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The following diagram illustrates t
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Because we are a pure-play solar wa
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Wafering. After passing inspection,
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our revenue and customer base to ta
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‚ Our agreement with E'mei Semi-c
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