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

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Dividends<br />

<strong>LDK</strong> SOLAR CO., LTD. AND SUBSIDIARIES<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Ì (<strong>Co</strong>ntinued)<br />

FOR THE PERIOD FROM JULY 5, 2005 TO DECEMBER 31, 2005<br />

AND THE YEAR ENDED DECEMBER 31, 2006<br />

(Amounts in US$ thousands, except share and per share data)<br />

The Series C Shares holders shall be entitled to receive dividends out of any funds legally available for<br />

this purpose, when and if declared by the Board of Directors of the <strong>Co</strong>mpany. No dividends shall be declared<br />

or paid on any of the ordinary shares unless they shall also be declared or paid on all the outstanding preferred<br />

share pro rata treating the preferred shares as the greatest whole number of shares of ordinary shares then<br />

issuable upon conversion of such preferred shares.<br />

Liquidation preference<br />

In the event of any liquidation, dissolution or winding up of the <strong>Co</strong>mpany, the holders of Series C Shares<br />

shall be entitled to receive, prior to any distribution of any of the assets or surplus funds of the <strong>Co</strong>mpany to the<br />

holders of ordinary shares, an amount equal to 130% of Series C issue price plus all declared but unpaid<br />

dividends and interests as of the liquidation date.<br />

(17) ORDINARY SHARES<br />

As at December 31, 2005 and 2006, there were nil and 134,000,000 authorized ordinary shares of the<br />

<strong>Co</strong>mpany with US$0.10 par value per share (adjusted for the ten-for-one share split effected on July 18,<br />

2006). During 2006, the <strong>Co</strong>mpany issued 75,000,000 ordinary shares at par value of US$0.10 per share<br />

(adjusted for the ten-for-one share split effected on July 18, 2006) in connection with the Reorganization. As<br />

at December 31, 2006, US$7,490 was receivable from <strong>LDK</strong> New <strong>Energy</strong> Holding Limited in respect of the<br />

share subscription and is recognized as a reduction to shareholders' equity in the accompanying consolidated<br />

financial statements. The receivable is interest free and collectible on demand.<br />

(18) STATUTORY RESERVE<br />

Under the Law of the PRC on Enterprises with Wholly Owned Foreign Investment, JX<strong>LDK</strong> is required<br />

to allocate at least 10% of their after tax profits, after making good of accumulated losses as reported in their<br />

PRC statutory financial statements, to the general reserve fund and have the right to discontinue allocations to<br />

the general reserve fund if the balance of such reserve has reached 50% of their registered capital. A transfer of<br />

US$3,623 from retained earnings to statutory reserve was recorded for the year ended December 31, 2006.<br />

(19) SHARE OPTION<br />

Share options to employees<br />

On August 1, 2006, the Board of Directors of the <strong>Co</strong>mpany approved the granting of 6,230,000 share<br />

options to the <strong>Co</strong>mpany's executives and employees at an exercise price of US$4.45 with a contractual term of<br />

five years and vesting period of no less than three years, with no more than one-third of the options to be<br />

vested each year.<br />

Share options to non employees<br />

On August 1, 2006, the Board of Directors of the <strong>Co</strong>mpany approved the granting of 210,000 share<br />

options to the <strong>Co</strong>mpany's external consultants in exchange for certain services provided. The exercise price of<br />

the share options is US$4.45 and the contractual term is five years. The vesting period is no less than three<br />

years, with no more that one-third of the options to be vested each year.<br />

F-31

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