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

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specifications or product defects. In each case, we are required to replace our products promptly. Product<br />

defects and the possibility of product defects could cause significant damage to our market reputation and<br />

reduce our product sales and market share. If we cannot successfully maintain the consistency and quality<br />

throughout our production process, this will result in substandard quality or performance of our wafers,<br />

including their reduced photovoltaic efficiency and higher wafer breakage. If we deliver solar wafers with<br />

defects, or if there is a perception that our products are of substandard quality, we may incur substantially<br />

increased costs associated with replacements of wafers, our credibility and market reputation will be harmed<br />

and sales of our wafers may be adversely affected.<br />

If we fail to successfully expand our sales to overseas markets, our results of operations and prospects<br />

will be adversely affected.<br />

For the year ended December 31, 2006 and the three months ended March 31, 2007, 24.5% and 50.0% of<br />

our net sales were to customers outside China, respectively. We plan to continue to expand our overseas sales.<br />

Expansion of our sales to overseas markets is an essential part of our business expansion plan. If we fail to<br />

enhance and strengthen our revenue and customer base globally, our results of operations and long-term<br />

business prospects will be adversely affected.<br />

Our independent registered public accounting firm, in the course of auditing our consolidated financial<br />

statements for the year ended December 31, 2006, noted a significant deficiency and other weaknesses in<br />

our internal control over financial reporting; if we fail to maintain an effective system of internal control<br />

over financial reporting, we may be unable to accurately report our financial results or prevent fraud,<br />

and investor confidence and the market price of our ADSs may be adversely affected.<br />

Our reporting obligations as a public company will place a significant strain on our management,<br />

operational and financial resources and systems for the foreseeable future. Prior to this offering, we have been<br />

a private company with a short operating history and have limited accounting personnel and other resources<br />

with which to address our internal control over financial reporting. In the course of auditing our consolidated<br />

financial statements for the year ended December 31, 2006, our independent registered public accounting firm<br />

noted and communicated to us a significant deficiency and other weaknesses in our internal control over<br />

financial reporting as defined in standards established by the U.S. Public <strong>Co</strong>mpany Accounting Oversight<br />

Board. A ""significant deficiency'' is a control deficiency, or combination of control deficiencies, that adversely<br />

affects a company's ability to initiate, authorize, record, process or report external financial data reliably in<br />

accordance with generally accepted accounting principles such that there is more than a remote likelihood that<br />

a misstatement of the company's annual or interim financial statements that is more than inconsequential will<br />

not be prevented or detected.<br />

The significant deficiency identified by our independent registered public accounting firm is that our<br />

chief financial officer joined us in August 2006 and that we did not previously have any personnel who were<br />

familiar with U.S. GAAP. We currently do not have sufficient personnel with adequate expertise to ensure<br />

that we can produce financial statements in accordance with U.S. GAAP on a timely basis.<br />

Following the identification of this significant deficiency and other weaknesses, we have adopted certain<br />

steps, and we plan to implement additional steps, to address them and to improve our internal control over<br />

financial reporting generally. However, the implementation of these measures may not fully address this<br />

significant deficiency and other weaknesses in our internal control over financial reporting, and we cannot yet<br />

conclude that they have been fully remedied. Our failure to correct this significant deficiency and other<br />

weaknesses or our failure to discover and address any other control deficiencies or weaknesses could result in<br />

inaccuracies in our financial statements and could also impair our ability to comply with applicable financial<br />

reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial<br />

condition, results of operations and prospects, as well as the trading price of our ADSs, may be materially and<br />

adversely affected. See ""Management's Discussion and Analysis of Financial <strong>Co</strong>ndition and Results of<br />

Operations Ì Internal <strong>Co</strong>ntrol Over Financial Reporting'' in this prospectus.<br />

Upon completion of this offering, we will become a public company in the United States that is subject to<br />

the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. Section 404 of the Sarbanes-Oxley Act will<br />

require that we include a report from management on our internal control over financial reporting in our<br />

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