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

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value of the our business. Under the income approach, Sallmanns performed a discounted cash flow analysis<br />

based on our projected cash flows through 2011. The cash flow projections were formulated to take into<br />

consideration the nature of our company, our relatively limited operating history, the growth prospects of our<br />

company and the business risks associated with our operations.<br />

In addition to business specific assumptions, the following major assumptions have been adopted in<br />

calculating the fair value of our business, including:<br />

‚ WACC: WACC of 17% was applied. This was the combined result of the risk-free rate, market return<br />

rate, industry average beta, and our company-specific risk premium that reflects the risks associated<br />

with achieving the projections at various stages of development.<br />

‚ Lack of Marketability Discount, or LOMD: Sallmanns considered both the option method and the<br />

quantitative marketability discount model to quantify the LOMD. Both methods provided similar<br />

results on LOMD, which decreased from 35% as at June 28, 2006, which was the commitment date of<br />

the issuance of our exchangeable notes, to 20% as at September 15, 2006, which was the commitment<br />

date of the issuance of our Series B preferred shares, and to 10% as at December 15, 2006, which was<br />

the commitment date of the issuance of our Series C preferred shares. The decrease in LOMD was<br />

primarily attributable to our achievements in company restructuring and fund raising, which increased<br />

our resources to carry through this initial public offering.<br />

The value of our business was then allocated to the fair value of our preferred shares and ordinary shares.<br />

Sallmanns considered the liquidation preference and conversion feature of our preferred shares under the<br />

allocation method. To determine the fair market value of the securities underlying our convertible instruments<br />

requires us to make complex and subjective judgments regarding projected financial and operating results, our<br />

unique business risks, the liquidity of our various instruments including preferred shares, ordinary shares, share<br />

options and warrants, and our operating history and prospects at respective commitment dates of our<br />

convertible instruments.<br />

Income taxes<br />

We recognize deferred tax assets for temporary differences between the tax basis of assets and liabilities<br />

and their reported amounts in the financial statements. Deferred tax assets are reduced by a valuation<br />

allowance when, in our opinion, it is likely that some portion or all of the deferred tax assets will not be<br />

realized. Current income taxes are provided for in accordance with the laws of the relevant taxing jurisdictions.<br />

We continue to assess, on an ongoing basis, the degree of certainty regarding the realization of deferred tax<br />

assets and whether a valuation allowance is required.<br />

Internal <strong>Co</strong>ntrol Over Financial Reporting<br />

In the course of auditing our consolidated financial statements for the year ended December 31, 2006, our<br />

independent registered public accounting firm noted and communicated to us a significant deficiency and<br />

other weaknesses in our internal control over financial reporting. The significant deficiency identified by our<br />

independent registered public accounting firm is that our chief financial officer joined us in August 2006 and<br />

that we did not previously have any personnel who were familiar with U.S. GAAP. We currently do not have<br />

sufficient personnel with adequate expertise to ensure that we can produce financial statements in accordance<br />

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. In particular, we are committed to building a strong financial reporting, analysis<br />

and internal control team to ensure our full compliance with U.S. GAAP. We have hired a U.S. certified<br />

public accountant with more than 15 years of experience in financial reporting under U.S. GAAP as our<br />

financial controller. In addition, we intend to hire a senior manager for financial reporting and analysis, who<br />

will be a U.S. certified public accountant and have extensive experience in financial reporting under<br />

U.S. GAAP. To complement our own recruiting efforts, we have retained recruiting firms to search for<br />

additional qualified personnel to further strengthen our finance and accounting team. We plan to approximately<br />

double our finance and accounting staff by the end of 2007 by recruiting personnel who possess U.S.<br />

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