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

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percentage of light energy from the sun that the cell converts into electrical energy. This conversion efficiency is estimated based on feedback from selected customers of ours and is highly dependent on the solar cell and module production processes of our selected customers. Based on this conversion efficiency, we have assumed that each 125 by 125 millimeters, or mm, wafer we produce generates approximately 2.4 watts of power and each 156 by 156 mm wafer we produce generates approximately 3.7 watts of power. We calculate our production capacity, as of March 31, 2007, based on the ingot production capacity and wafer slicing, or wafering, capacity of our equipment in operation as of March 31, 2007, on an annualized basis. We calculate our planned production capacity of approximately 400 MW by the end of 2007 and approximately 800 MW by the end of 2008 based on the ingot production capacity and wafering capacity of our equipment planned to be in operation by the end of 2007 and 2008, respectively, on an annualized basis. For the purpose of this prospectus, geographical references to ""China'' and the ""PRC'' are to the People's Republic of China and do not include the Hong Kong Special Administrative Region, or Hong Kong, the Macau Special Administrative Region, or Macau, and Taiwan. References to ""provinces'' of China are to provinces or municipalities under direct administration of the PRC central government and provincial-level autonomous regions of China. ""We,'' ""us,'' ""our company'' or ""LDK Solar'' refers to LDK Solar Co., Ltd., a Cayman Islands company, and its predecessor entities and its subsidiaries. ""Investor shareholders'' refers to all of our existing shareholders on the date of this prospectus other than LDK New Energy. ""RMB,'' ""Rmb'' or ""Renminbi'' refers to the legal currency of China; ""$,'' ""dollars,'' ""US$'' or ""U.S. dollars'' refers to the legal currency of the United States. We have sourced various solar industry data used in this prospectus from Photon Consulting published by Solar Verlag GmbH, or Photon Consulting, Photon International published by Solar Verlag GmbH, or Photon International, and Solarbuzz LLC, or Solarbuzz, each an independent solar energy industry research company or publication. We have assumed the correctness and truthfulness of such data, including projections and estimates, when we use them in this prospectus. You should read our cautionary statement in ""Special Note on Forward-Looking Statements'' in this prospectus. We have approximated all the numbers in this prospectus to their closest round numbers. Due to rounding, figures shown as totals in tables may not be arithmetic aggregations of the figures preceding them. Unless otherwise indicated, references in this prospectus to: ‚ ""off-grid applications'' are to applications of photovoltaic products to systems that operate on a standalone basis to provide electricity independent of an electricity transmission grid; and ‚ ""on-grid applications'' are to applications of photovoltaic products to systems that are connected to an electricity transmission grid and feed electricity generated into the electricity transmission grid. 4
THE OFFERING Price per ADS ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $27.00. Total ADSs offered ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 17,384,000 ADSs. by usÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 13,392,100 ADSs. by the selling shareholdersÏÏÏÏÏÏÏÏÏ 3,991,900 ADSs. The ADSs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Each ADS represents one ordinary share, par value $0.10 per share. The ADSs are evidenced by American depositary receipts, or ADRs. A nominee of the depositary will be the registered holder of the ordinary shares underlying your ADSs. As an ADS holder, you will not be treated as one of our shareholders. You will have rights as provided in the deposit agreement. Under the deposit agreement, you may instruct the depositary to vote the ordinary shares underlying your ADSs. You must pay a fee for each issuance or cancellation of an ADS, each distribution of securities by the depositary and any other depositary service. For more information about our ADSs, see ""Description of American Depositary Shares'' in this prospectus. We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus. ADSs outstanding immediately after this offering ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 17,384,000 ADSs (or 19,991,600 ADSs if the underwriters exercise their over-allotment option in full). Ordinary shares outstanding immediately after this offering ÏÏÏÏÏ 103,972,100 ordinary shares (or 106,579,700 ordinary shares if the underwriters exercise their over-allotment option in full). Over-allotment option ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ We have granted the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 2,607,600 additional ADSs from us at the initial public offering price, less underwriting discounts and commissions, solely for the purpose of covering over-allotments. Use of proceedsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ We intend to use our net proceeds from this offering primarily for the following purposes: ‚ approximately $160 million to expand our production capacity (including the purchase of manufacturing equipment and the construction of additional production and ancillary facilities); ‚ approximately $120 million to purchase or prepay for polysilicon feedstock; and ‚ approximately $20 million to invest in our research and development efforts. We will use the balance of our net proceeds from this offering for other general corporate purposes, including potential acquisitions. We will not receive any of the proceeds from the sale of ADSs by the selling shareholders. Risk factors ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ See ""Risk Factors'' and other information included in this prospectus for a discussion of factors and uncertainties that you should carefully consider before deciding to invest in our ADSs. 5
Page 1: PROSPECTUS 17,384,000 American Depo
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Page 6 and 7: We were incorporated in the Cayman
Page 10 and 11: Listing ÏÏÏÏÏÏÏÏÏÏÏÏÏ
Page 12 and 13: (1) Gross profit for the year ended
Page 14 and 15: RISK FACTORS Investment in our ADSs
Page 16 and 17: Reduction or elimination of governm
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Page 24 and 25: Compliance with environmental regul
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Page 30 and 31: company in connection with any incr
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Page 34 and 35: outside the United States. As a res
Page 36 and 37: The forward-looking statements cont
Page 38 and 39: CAPITALIZATION The following table
Page 40 and 41: DILUTION If you invest in our ADSs,
Page 42 and 43: DIVIDEND POLICY We have never decla
Page 44 and 45: SELECTED CONSOLIDATED FINANCIAL AND
Page 46 and 47: MANAGEMENT'S DISCUSSION AND ANALYSI
Page 48 and 49: polysilicon prices will decline in
Page 50 and 51: listed public company in the United
Page 52 and 53: increase. See ""Risk Factors Ì Ris
Page 54 and 55: subjective. The assumptions used in
Page 56 and 57: 2006 and February 6, 2007. During t
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value of the our business. Under th
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Year Ended December 31, 2006 (in th
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""Exchange Rate Information'' in th
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ended September 30, 2006, net incom
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For additional information relating
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The non-cancelable purchase obligat
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previously deemed material, but are
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module production will increase fro
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The following diagram illustrates t
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Because we are a pure-play solar wa
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Wafering. After passing inspection,
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our revenue and customer base to ta
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‚ Our agreement with E'mei Semi-c
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photovoltaic cell or modules, and w
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A breakdown of our employees by are
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tax treatments to foreign-invested
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On September 21, 2006, the CSRC pub
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Gang Wang is a non-executive direct
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directors on our audit committee wi
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monies of or belonging to us may be
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(10) Vests on July 31, 2007. Brilli
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Securities (USA) LLC, which is a re
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interest-bearing loans directly to
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person, by its duly authorized repr
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History of Securities Issuances The
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persuasive authority in the Cayman
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making any sale by public or privat
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Reports and Other Communications Wi
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Amendment and Termination How may t
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‚ deliver distributions on any AD
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SHARES ELIGIBLE FOR FUTURE SALE Upo
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TAXATION The following summary of m
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individual, up to $3,000 of capital
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person and on sales of ordinary sha
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The estimated offering expenses pay
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Pricing of the Offering Prior to th
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ADS with a view to selling it to th
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EXPENSES RELATING TO THIS OFFERING
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‚ no new admissible evidence rele
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WHERE YOU CAN FIND ADDITIONAL INFOR
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REPORT OF INDEPENDENT REGISTERED PU
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LDK SOLAR CO., LTD. AND SUBSIDIARIE
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