(10) Vests on July 31, 2007. Brilliant Ever Investments Limited and Boundless Future Investment Limited are each a company organized and existing under the laws of the British Virgin Islands and wholly owned by Mr. Chen Lu. Brilliant Ever Investments Limited and Boundless Future Investment Limited were each an investor in our Series A preferred shares. (11) Each employee holds less than 1% of our total outstanding voting securities, including one employee and a former non-executive director holding his/her options through their wholly owned British Virgin Islands companies. * Executive officers as a group, each holding less than 1% of our outstanding ordinary shares and together holding stock options exercisable for 1,360,000 ordinary shares. ** The grant of stock options to Mr. Hsieh takes effect upon commencement of his service with us as an independent director on the date of this prospectus, which is also the date of grant for his stock options. Other than options granted to Xiaofeng Peng, Liangbao Zhu, Yonggang Shao, Gang Wang, Louis T. Hsieh, Boundless Future Investment Limited and Brilliant Ever Investments Limited, the numbers of ordinary shares underlying options granted, as described in the above table, are subject to reduction by our board of directors on the basis of performance of each relevant optionee. 94
PRINCIPAL AND SELLING SHAREHOLDERS The following table sets forth information with respect to the beneficial ownership of our ordinary shares, on a fully diluted basis assuming conversion of all of our Series A, Series B and Series C preferred shares issued to our shareholders and as adjusted to reflect the sale of the ADSs offered in this offering, as of the date of this prospectus, by each of our directors and executive officers, each person known to us to own beneficially more than 5.0% of our ordinary shares and each selling shareholder. The percentages in the table below assume no exercise of the over-allotment option. The percentage of shares to be sold by selling shareholders is calculated on the basis of the aggregate number of shares to be sold in this offering, which is 17,384,000 shares. Shares Beneficially Shares to be Sold Shares Beneficially Owned Prior to by Selling Owned After This Offering Shareholders This Offering Name Number Percent Number Percent Number Percent Xiaofeng Peng (1) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Financiere Natixis Singapore 4 Pte 75,000,000 82.80% Ì Ì% 75,000,000 72.13% <strong>Ltd</strong> (2) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3,745,237 4.13 560,000 3.22 3,185,237 3.06 CDH <strong>Solar</strong>Future Limited (3) ÏÏÏÏÏÏÏ 3,066,667 3.39 750,000 4.31 2,316,667 2.23 Shine Field Investment Limited (4) ÏÏÏ 1,483,333 1.64 695,000 4.00 788,333 0.76 CHF Wafer <strong>Co</strong>mpany Limited (5) ÏÏÏÏ 1,000,000 1.10 1,000,000 5.75 Ì Ì China Environment Fund 2004, LP (6) 833,333 0.92 400,000 2.30 433,333 0.42 JAFCO <strong>Asia</strong> Technology Fund III (7) 833,333 0.92 258,300 1.49 575,033 0.55 MUS Roosevelt China Pacific Fund L.P. (8) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 520,049 0.57 260,000 1.50 260,049 0.25 Decatur Overseas <strong>Co</strong>rporation (9) ÏÏÏÏ 451,429 0.50 58,000 0.33 393,429 0.38 BOFA Capital <strong>Co</strong>mpany Limited (10) 34,671 0.04 6,600 0.04 28,071 0.03 Silverpointe Investments <strong>Ltd</strong>. (11) ÏÏÏÏ 25,233 0.03% 4,000 0.02% 21,233 0.02% (1) Mr. Peng holds these ordinary shares through <strong>LDK</strong> New <strong>Energy</strong>, his wholly owned British Virgin Islands company. (2) Formerly known as Financiere Natexis Singapore 4 Pte <strong>Ltd</strong>. Represents 1,128,571 ordinary shares issuable upon conversion of Series A-2 preferred shares, 1,150,000 ordinary shares issuable upon conversion of Series B preferred shares and 1,466,666 ordinary shares issuable upon conversion of Series C preferred shares, each held by Financiere Natixis Singapore 4 Pte <strong>Ltd</strong>, a company organized and existing under the laws of the Republic of Singapore and beneficially wholly owned by NATIXIS S.A. Voting and investment power of shares held by Financiere Natixis Singapore 4 Pte <strong>Ltd</strong> is exercised by its directors, Jean de Severac and Jean Louis Delvaux. The address of Financiere Natixis Singapore 4 Pte <strong>Ltd</strong> is Abrogado Pte., <strong>Ltd</strong>., Temasek Avenue, 2701 Millenia Tower, Singapore 039192. Financiere Natixis Singapore 4 Pte <strong>Ltd</strong> is affiliated with Natixis Bleichroeder Inc., which is a registered broker-dealer and a member of the NYSE. Its principal place of business is at 1345 Avenue of the Americas, New York, New York 10105-4300, U.S.A. (3) Represents 2,000,000 ordinary shares issuable upon conversion of Series B preferred shares and 1,066,667 of ordinary shares issuable upon conversion of Series C preferred shares, each held by CDH <strong>Solar</strong>Future Limited, a company organized and existing under the laws of the British Virgin Islands and is wholly owned by CDH Venture Partners L.P. Voting and investment power of shares held by CDH <strong>Solar</strong>Future Limited is exercised by Lew Kiang Hua and Yan Huang. The address of CDH Venture Partners, L.P. is Level 30, Six Battery Road, Singapore 049909. (4) Represents 1,150,000 ordinary shares issuable upon conversion of Series B preferred shares and 333,333 ordinary shares issuable upon conversion of Series C preferred shares, each held by Shine Field Investment Limited, a company organized and existing under the laws of the British Virgin Islands and is wholly owned by Chen Lu and Ngan Iek, who have the voting and investment power of shares held by Shine Field Investment Limited. (5) Represents 1,000,000 ordinary shares issuable upon conversion of Series B preferred shares held by CHF Wafer <strong>Co</strong>mpany Limited, a British Virgin Islands company, with the registered address at P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands. China Harvest Fund, L.P. and China Harvest Parallel Fund I, L.P. beneficially own 97.83% and 2.17%, respectively, of the share capital of CHF Wafer <strong>Co</strong>mpany Limited. Each of China Harvest Fund, L.P. and China Harvest Parallel Fund I, L.P. is a Cayman Islands exempted limited partnership, with its registered address at the offices of M&C <strong>Co</strong>rporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. The general partner of each of China Harvest Fund, L.P. and China Harvest Parallel Fund I, L.P. is China Renaissance Capital Investment, L.P., a Cayman Islands exempted limited partnership. Voting and investment power of shares beneficially held by China Harvest Fund, L.P. and China Harvest Parallel Fund I, L.P. is exercised by the investment committee of China Renaissance Capital Investment, L.P., which consists of Mark Qiu, Hung Shih, Li Zhenzhi, Charles Pieper and Nicole Arnaboldi. The address for these committee members is c/o China Renaissance Capital Investment, L.P., M&C <strong>Co</strong>rporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. CHF Wafer <strong>Co</strong>mpany Limited is affiliated with Credit Suisse 95
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PROSPECTUS 17,384,000 American Depo
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We were incorporated in the Cayman
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percentage of light energy from the
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Listing ÏÏÏÏÏÏÏÏÏÏÏÏÏ
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(1) Gross profit for the year ended
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RISK FACTORS Investment in our ADSs
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Reduction or elimination of governm
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tax rates and other measures. Forei
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company in connection with any incr
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outside the United States. As a res
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CAPITALIZATION The following table
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DILUTION If you invest in our ADSs,
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DIVIDEND POLICY We have never decla
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SELECTED CONSOLIDATED FINANCIAL AND
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MANAGEMENT'S DISCUSSION AND ANALYSI
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