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

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options and the ordinary shares underlying the options granted in August 2006 and February 2007 and the fair<br />

value for the options granted after April 1, 2007.<br />

August 1, 2006 Grant<br />

In its assessment of the fair value of our ordinary shares underlying the options granted on August 1,<br />

2006, Sallmanns considered the income approach and the market approach, and used the income approach to<br />

derive the fair value of our ordinary shares.<br />

Under the income approach, value depends on the present worth of future economic benefits to be<br />

derived from the projected income. Indications of value were developed by discounting projected future net<br />

cash flows available for shareholders to their present worth at discount rates which, in the opinion of<br />

Sallmanns, were appropriate for the risks associated with our business. For the income approach, Sallmanns<br />

utilized our projected cash flows through 2011. In considering the appropriate discount rates to be applied,<br />

Sallmanns took into account a number of factors including the then current cost of capital and the risks<br />

inherent in our business, such as our limited operating history, risks associated with the implementation of our<br />

business plan and strategies and the risks and uncertainties inherent in the development of our business as of<br />

the grant dates. Sallmanns used a weighted average cost of capital, or WACC, of 17% given our short<br />

operating history and limited historical financial records.<br />

For the August 1, 2006 grant, Sallmanns considered the income approach and the market approach, and<br />

used the income approach to derive the fair value of our ordinary shares underlying the options granted. In<br />

August 1, 2006, we were unable to identify companies that were directly comparable to us, given our operating<br />

history of less than a year, the nature of our business as a pure wafer manufacturer and our rapid development.<br />

Although there were public companies in solar-energy related industries, the valuation ratios of those<br />

companies vary significantly. Some valuation ratios, such as price-to-earnings ratios, were not available for<br />

some of those companies. As a result, Sallmanns concluded that the historical and projected financial<br />

conditions of these companies were significantly different from one another and that there were no consensus<br />

valuation ratios applicable for purposes of the valuation. As such, Sallmanns did not believe that the market<br />

approach was applicable to us in August 2006.<br />

The fair value of our company was allocated between our Series A preferred shares and our ordinary<br />

shares using the option-pricing model. Under the option-pricing model, the allocation of the equity fair value<br />

was based on the liquidation of Series A preferred shares, anticipated timing of a potential liquidity event, such<br />

as this offering, and estimates of the volatility of the equity securities. The anticipated timing of this offering<br />

was based on the plans of our board of directors and management. The estimate of volatility of the equity<br />

securities was based on the implied volatility of the options of comparable companies that Sallmanns used in<br />

the market approach.<br />

December 19, 2006 Valuation<br />

Sallmanns conducted a valuation of our ordinary shares as of December 19, 2006, the closing date for the<br />

issuance of our Series C preferred shares and determined that the fair value of our ordinary shares was $5.04<br />

per share. See ""Ì Embedded beneficial conversion feature of the convertible instruments.''<br />

February 6, 2007 Grant<br />

For the February 6, 2007 grant, Sallmanns considered the income approach and the market approach.<br />

For the same reasons as described above under ""Ì August 1, 2006 Grant'', Sallmanns did not believe that the<br />

market approach was applicable to us in February 2007 and derived the fair value of our ordinary shares using<br />

the income approach.<br />

Our estimated fair value per ordinary share increased by approximately 58.3% from $5.04 on December<br />

19, 2006 to $7.98 on February 6, 2007. The following is a list of the significant factors and events that<br />

contributed to the increase:<br />

‚ We were able to secure more polysilicon feedstock. Given the constraints in polysilicon supply in the<br />

market, we focused our efforts on securing more polysilicon during the period between December 19,<br />

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