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 ...
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subjective. The assumptions used in deriving the fair values were consistent with our business plan. These<br />
assumptions included:<br />
‚ no material changes in the existing political, legal, fiscal and economic conditions in China;<br />
‚ no major changes in the tax rates applicable to our subsidiary in China;<br />
‚ our ability to retain competent management, key personnel and technical staff to support our ongoing<br />
operations; and<br />
‚ no material deviation in industry trends and market conditions from economic forecasts.<br />
These assumptions were inherently uncertain. The risks associated with achieving our forecasts were assessed<br />
in selecting the appropriate discount rates under the income approach. If different discount rates had been<br />
used, the valuations would have been different and the amount of share-based compensation would also have<br />
been different because the fair value of the underlying ordinary shares for the options granted would have been<br />
different.<br />
We adopted an option-pricing model to allocate enterprise value to preferred and ordinary shares. The<br />
option-pricing model involved making estimates of the anticipated timing of a potential liquidity event such as<br />
a sale of our company or an initial public offering and estimates of the volatility of our equity securities. The<br />
anticipated timing was based on the plans of our board of directors and management. Estimating the volatility<br />
of our share price as a privately held company was complex because there was no readily available market for<br />
the shares. We estimated the volatility of our shares to range from 51% to 64% with reference to the average<br />
implied volatility of U.S.-listed companies in similar industries. Had we used different estimates of volatility,<br />
the allocations between preferred and ordinary shares would have been different.<br />
Our share-based compensation expenses will affect our reported net income, earnings per share and each<br />
line item of our operating expenses, which include cost of goods sold, selling expenses, general and<br />
administrative expenses and research and development expenses.<br />
From our inception to May 31, 2007, we granted the following options to our employees and nonemployees.<br />
Fair Value of<br />
Ordinary Shares<br />
Grant Date Number of Options Exercise Price at Grant Date<br />
August 1, 2006 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 5,893,900 $ 4.45 $ 4.37<br />
February 6, 2007 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2,065,900 $ 9.00 $ 7.98<br />
April 17, 2007 (1) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 100,000 $ 9.00 $ 25.00<br />
May 14, 2007 (2) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 350,900 $ 25.00 $ 25.00<br />
May 31, 2007 (3) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 100,000 $ 9.00 $ 27.00<br />
(1) Represents the 100,000 options granted on April 17, 2007 to Gang Wang, one of our directors. We estimated the fair value of our<br />
ordinary shares as of the grant date to be $25.00 per share, based on our preliminary discussions with the underwriters for this offering<br />
regarding the possible price range for this offering.<br />
(2) Represents the 350,900 options authorized on April 17, 2007 to be granted to our employees. The exercise price for such options is<br />
$25.00, the low end of the price range for this offering as shown on the cover page of the preliminary prospectus. The grant date of<br />
such options was May 14, 2007, the date such exercise price was determined. We estimated the fair value of the ordinary shares on<br />
the grant date of such options to be $25.00 per share, the low end of the price range set forth on the cover page of the preliminary<br />
prospectus.<br />
(3) Represents the 100,000 options authorized on April 17, 2007 to be granted to Mr. Louis T. Hsieh, who becomes our director on the<br />
date of this prospectus. The exercise price for such options is $9.00 per share and the grant date of such options is the date of this<br />
prospectus. We determined the fair value of our ordinary shares on such grant date to be the initial public offering price per share,<br />
which is $27.00.<br />
In determining the fair value of the underlying ordinary shares at the date of grant, we have considered<br />
the guidance prescribed by the AICPA Audit and Accounting Practice Aid ""Valuation of Privately-Held-<br />
<strong>Co</strong>mpany Equity Securities Issued as <strong>Co</strong>mpensation,'' or the Practice Aid. We engaged an independent<br />
valuation firm, Sallmanns (Far East) Limited, or Sallmanns, to perform appraisals of the fair value for the<br />
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