Exhibit 4.14
 SERIES A PREFERRED SHARES
SUBSCRIPTION AGREEMENT




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SERIES A PREFERRED SHARES SUBSCRIPTION AGREEMENT
 Agreement Company Founding Entity Hong Kong Subsidiary   PV Silicon   LDK Solar
Polysilicon   Solar High-Tech Founder  CDBC Schedule 2 Investor Investors
 RECITALS
 Ordinary Share Ordinary
Shares Series A Preferred Share Series A Preferred Shares Schedule 3
 Subscription Shares
    1




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1.
    
    DEFINITIONS
 Definitions
 2010 Financials
 2011 Financials
 Affiliate
 Agreement
 Assets and Properties
 Board of Arbitrators
 Board
 2




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Books and Records
 Business Day
 Business or Condition
 CDBC Director
 Closing
 Closing Account
 Closing Date
 Company
 Contract
 Contractual Obligations
 Control Controlling Controlled
 Disclosure Schedule
 Encumbrance Encumber
 Environmental Laws
 3




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Financial Statements
 Governmental Authorities
 Group Group Member
 Hazardous Substances
 HKFRS
 Hong Kong
 Indebtedness
 Indemnification Agreement
 Intellectual Property Rights
 Key Employees
 4




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Knowledge
 Laws
 Licenses
 Lien
 Material Adverse Effect Material Adverse Change
 Material Contracts
 Ordinary Shares
 Parties Party
 Person
 Plan
 PRC or China
 Qualified IPO Registration Rights Agreement
 5




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Restated Articles
 Restructuring
 SAFE
 SAFE Notice
 Securities Act
 Series A Preferred Shares
 Shares
 Shareholders Agreement
 Statement Date
 Subscription Shares
 Subscription Price
 Subsidiary
 Tax
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Tax Returns
 Transaction Documents
 United States
 Warrantors Warrantor
 1.2
    
    Accounting Terms. All accounting terms used herein and not expressly defined
in this Agreement shall have the respective meanings ascribed to them in conformance with
HKFRS.1.3
    
    Principles of Construction. In this Agreement, unless the context otherwise
requires:
 (a)
    
    any reference in this Agreement to writing or comparable expressions
includes a reference to facsimile transmission or comparable means of communication
(excluding, for the avoidance of doubt, e-mail);(b)
    
    words expressed in the singular number shall include the plural and vice
versa, words expressed in the masculine shall include the feminine and neuter gender
and vice versa;(c)
    
    references to Sections, Schedules, Exhibits and Recitals are references to
clauses, schedules, exhibits and recitals of this Agreement;(d)
    
    reference to day or days are to calendar days;(e)
    
    this Agreement shall be construed as a reference to this Agreement as the
same may have been, or may from time to time be, amended, varied, novated or
supplemented;(f)
    
    include, includes, and including are deemed to be followed by
without limitation whether or not they are in fact followed by such words or words
of similar import;(g)
    
    the table of contents and headings are inserted for convenience only and do
not affect the construction of this Agreement;(h)
    
    references herein to statutory provisions shall be construed as references
to those provisions as amended or re-enacted or as their application is modified by
other provisions and shall include any provisions of which they are
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re-enactments (whether with or without modification);(i)
    
    references to a company include any company, corporation or other body
corporate wherever and however incorporated or established; and(j)
    
    unless the context otherwise requires, or is not exclusive, and
references to sections or subsections refer to sections or subsections of this
Agreement.
 Schedules and Exhibits
 2.
    
    SUBSCRIPTION FOR SUBSCRIPTION SHARES
 2.1
    
    Subscription for Subscription Shares; Subscription Price. Subject to the terms and
conditions herein set forth, the Company agrees that it will issue to each of the Investors,
and each of the Investors agrees that it will subscribe for such number of Subscription Shares
from the Company as set forth opposite its name in Schedule 2. The subscription price for each
of the Subscription Shares shall be US$1.00 and the consideration that is payable by each of
the Investors for the Subscription Shares that it is subscribing is set forth opposite its
name in Schedule 2 (the Subscription Price). The Series A Preferred Shares shall
have the powers, rights and preferences set forth in the Restated Articles (including its
schedules) of the Company to be adopted at the general meeting of the Company to be held as
soon as practicable after the date hereof (and, in any event, prior to the Closing) and such
powers, rights and preferences shall include the powers, rights and preferences set forth
under Section 8 of this Agreement.
 2.2
    
    Closing. The issuance of the Subscription Shares shall occur in connection with a
closing (the Closing) to be held at the offices of CDBC, or at such other place as
the Investors and the Company may mutually agree, on a date no later than twelve (12) Business
Days after the satisfaction or waiver of all of the conditions precedent set forth in Section
3 of this Agreement or such other date as the Investors and the Company may mutually agree
(such date, the Closing Date).
 2.3
    
    Closing Deliveries. At the Closing, upon the terms and subject to the conditions set
forth herein, the Company shall deliver to the Investors:
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2.4
    
    Closing Account and Manner of Payment. Payment of the relevant Subscription Price by
each of the Investors to the Company shall be made at Closing by remittance of immediately
available funds to a bank account as designated by the Company at or before Closing acceptable
to the Investors (the Closing Account). All bank charges and related expenses for
remittance and receipt of funds shall be borne by the Company.
 2.5
    
    Use of Proceeds. The Company shall use the proceeds from the issuance of the
Subscription Shares for the principal business and working capital of the Group, in such
purposes and in such manners as contemplated in the budgets approved by the Board on a
quarterly basis. Subject to the foregoing, the Company shall take all necessary steps to
enable it to invest such proceeds in the members of the Group.
 3.
    
    CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS AT THE CLOSING
 provided however
 3.1
    
    Representations and Warranties; Performance of Covenants. The representations and
warranties of the Warrantors contained in Section 5 hereof shall be true, correct and complete
at and as of the date hereof and the Closing Date as if made at and as of each such date, and
each Warrantor shall have performed and complied with all of their agreements, obligations and
conditions set forth or contemplated herein that are required to be performed by, or complied
with by him/it on or before the Closing Date.
 3.2
    
    Compliance Certificates. Each of the Investors shall have received a certificate
from the Company, dated as of the Closing Date and signed by the chief executive
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officer or a director of the Company in form agreed by the Investors: (i) certifying that
the representations and warranties specified in Section 5 hereof remain true, complete,
correct, unamended and in full force and effect; and stating that there shall have been
no Material Adverse Effect on the Group Member since the Statement Date (as defined
below); (ii) attaching a copy of each of the Restated Articles and the resolutions of the
Board and shareholders of the Company in forms agreed by the Investors approving this
Agreement and the other Transaction Documents and the transactions contemplated hereby
and thereby, including but not limited to: (a) the increase of the share capital of the
Company to US$500,000,000 divided into 4,760,000,000 Ordinary Shares and 240,000,000
Series A Preferred Shares; (b) approving the adoption of the Restated Articles; (c)
approving the entry of the Investors names in the register of members of the Company as
holders of the Subscription Shares; and (d) approving the appointment of the CDBC
Director; and (iii) attaching a copy of the certificate of good standing of the Company,
each of the documents under subsections (ii) and (iii) shall be certified by the
registered agent of the Company to be true and complete copy thereof.
 3.3
    
    Increase of share capital. The Company shall have increased its authorised share
capital to US$500,000,000 divided into 4,760,000,000 Ordinary Shares of par value of US$0.10
each and 240,000,000 Series A Preferred Shares of par value of US$0.10 each and shall have
completed all filings and registrations and obtained all approvals and consents with respect
thereto and have provided written evidence to the Investors satisfactory to the Investors.
 3.4
    
    Issuance of the Subscription Shares Permitted by Applicable Laws. The issuance of
the Subscription Shares hereunder and the execution and delivery of and consummation of the
transactions contemplated under this Agreement or the other Transaction Documents (a) shall
not be prohibited by the Companys articles of association or any Law, (b) shall not subject
the Investors to any payment, penalty or other obligations under or pursuant to any Law, and
(c) shall be permitted by all Laws to which the Investors or the transactions contemplated by
or referred to herein or in the other documents and agreements contemplated hereby including
the other Transaction Documents are subject.
 3.5
    
    Opinions of Counsel. Each of the Investors shall have received (i) an opinion of
Conyers Dill & Pearman, a special Cayman Islands counsel to the Company, in such form and
substance as agreed by the Investors, dated as of the Closing Date, relating to the
transactions contemplated by or referred to herein, in form and substance reasonably
satisfactory to the Investors, and (ii) an opinion of Grandall Legal Group Shanghai, PRC
counsel to the Company in such form and substance as agreed by the Investors, dated as of the
Closing Date, relating to the transactions contemplated by or referred to herein and including
but not limited to the due establishment, valid existence, ownership, titles, business and
governmental approvals, environment and tax items as well as the extra-territorial
enforceability of the arbitral award, in form and substance reasonably satisfactory to the
Investors.
 3.6
    
    Consents and Approvals. All consents, exemptions, authorizations, or other actions
by, or notices to, or filings with, Governmental Authorities and other persons that are
necessary, desirable, or required to be obtained, made or given (including all internal
approvals of each Investor and approvals from or record with applicable PRC Governmental
Authorities) in connection with the execution,
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delivery or performance by the Warrantors and the Investors of the agreements and other
documents to which it entered into as part of or in contemplation of the transactions
contemplated hereby, have been completed or obtained and are in full force and effect.
 3.7
    
    Governmental Approval, Registration and Offshore Remittance Procedures for the
Investment. Each Investor shall have obtained or completed all necessary governmental
approvals, records or registrations with competent governmental authorities, as well as
consummated its offshore remittance procedures for its offshore investment and the
transactions proposed herein, including but not limited to the approvals from the National
Development and Reform Commission and the Ministry of Commerce, and registrations with the
competent SAFE authority.
 3.8
    
    Prior Restructuring. Immediately prior to the Closing, the Group shall have
consummated its internal restructuring whereby the Company shall own one hundred percent
(100%) of the outstanding shares of the Hong Kong Subsidiary and the Company shall own one
hundred percent (100%) of the equity interest in LDK Solar Polysilicon and eighty-five (85%)
of the equity interest in PV Silicon, respectively; and Solar High-Tech shall own the
remaining fifteen percent (15%) of the equity interest in PV Silicon (the Closing
Restructuring). All necessary consents, registrations and approvals in connection with and
for the purpose of the Restructuring shall have been obtained from the Governmental
Authorities. Furthermore, the Group shall have submitted all the necessary application
satisfactory to the Investors with, and received relevant acceptance notice or letter from,
the competent Government Authorities for the approval of the transfer of (i) hundred percent
(100%) of the equity interest held by the Company in LDK Solar Polysilicon and eighty-five
(85%) of the equity interest held by the Company in PV Silicon, respectively, to the Hong Kong
Subsidiary; (ii) fifteen percent (15%) of the equity interest held by Solar High-Tech in PV
Silicon to the Hong Kong Subsidiary.
 3.9
    
    Prior Investment of the Founding Entity. The Founding Entity shall have consummated
a prior investment to the Company for the Groups working capital purpose prior to the Closing
hereof provided that following the said investment, total liabilities over total assets ratio
of the Group shall not be greater than 60% and the investment shall be carried out in such
manner as approved by the Investors. The Founding Entity and the Company shall have provided
written evidence with respect to the foregoing satisfactory to the Investors.
 3.10
    
    Financial Documents and Business Plan. The unaudited pro forma combined income
statements, cash flow statements and balance sheets, together with notes thereto, with respect
to the Group as of, and for the years ended, December 31, 2008 and 2009 and as of, and for the
nine months ended, September 30, 2010 (the Statement Date), each prepared by the
management of the Group pursuant to HKFRS (collectively, the Financial Statements)
and a 12-month business plan and budget of the Group for the year 2011 (the Business
Plan) prepared by the management of the Group in form and substance reasonably acceptable
to the Investors, shall have been provided to the Investors.
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3.11
    
    Registration Rights Agreement. The Registration Rights Agreement in such form and
substance as agreed by the Investors shall have been duly executed and delivered by all of the
Parties thereto.
 3.12
    
    Shareholders Agreement. The Shareholders Agreement shall have been duly executed and
delivered by all of the Parties thereto.
 3.13
    
    Restated Articles. The Company shall have adopted the Restated Articles (including
its schedules) containing the rights, preferences and privileges of the Series A Preferred
Shares, in form and substance satisfactory to the Investors.
 3.14
    
    Environmental Approvals of the Group. Each Group Member shall have obtained all the
approvals and qualifications from, and gone through all acceptance inspection procedures with,
the competent environmental protection bureau, if applicable, for its current business,
operations and construction projects, including but not limited to (i) the approvals from
competent environmental protection bureau for PV Silicons construction of the polysilicon
production plant for polysilicon production of 15,000 tons; and (ii) the approvals from
competent environmental protection bureau for the trial production of LDK Solar Polysilicons
polysilicon production of 1,000 tons.
 3.15
    
    Employment Agreement. Each employee of the Group shall have entered into a standard
employment agreement in form and substance satisfactory to the Investors.
 3.16
    
    Letter of Commitment and Non-Competition, Confidentiality and Non-compete Agreement.
The Founder shall have entered into a letter of commitment and non-competition in form and
substance attached hereto as Exhibit A with the Company, and each of the Key Employees
shall have entered into a confidentiality and non-compete agreement in form and substance
satisfactory to the Investors with the Company or other member of the Group.
 3.17
    
    No Material Adverse Change. Since the date of this Agreement, there shall have been
(i) no Material Adverse Change on the Group; (ii) no damage, destruction or loss to any Assets
or Properties of the Group that could reasonably be expected to result in a material adverse
effect on the Business or Condition of the Group, whether or not covered by insurance; or
(iii) in the reasonable discretion of the Investors, no occurrence of any Material Adverse
Change in the existing financial, political or economic conditions in the PRC.
 3.18
    
    Indemnification Agreement. The Company shall have entered into an indemnification
agreement in such form and substance as agreed by the parties thereto with the CDBC Director
appointed by the Investors.
 3.19
    
    Due Diligence. Each of the Investors shall have completed its due diligence
investigation of the Group and any corrective items identified by the Investors shall have
been corrected (if any) and the results of the due diligence investigation shall be reasonably
satisfactory to the Investors.
 3.20
    
    Closing Deliveries. The Warrantors shall have tendered delivery of all of the
various items they are required to deliver to the Investors at the Closing under Section 2.3.
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3.21
    
    Compliance with SAFE Notice. The Founder (and other legal shareholders and ultimate
beneficial shareholders and option holders of the Company, if any) who are subject to the
requirements in the SAFE Notice shall have completed all necessary registrations and amendment
with and obtained necessary approvals from the relevant SAFE office in connection with the
transactions contemplated herein and its shareholding, directly or indirectly, in PV Silicon
and LDK Solar Polysilicon and provided corresponding written evidences satisfactory to the
Investors prior to the Closing.
 3.22
    
    Share Pledge. The Founding Entity shall have pledged 15% of its equity interest in
Solar High-Tech to CDBC and/or CDBC s designated company and executed a specific pledge
agreement or the like (the Share Pledge Agreement) as satisfactory to the CDBC, and
submitted relevant applications with, and received relevant acceptance notice or letter from,
the competent government authorities for the approvals and registrations in connection with
aforesaid pledge.
 3.23
    
    Personal Guarantee. The Founder shall have provided his Personal Guarantee for the
benefit of each of the Investors in such form and substance satisfactory to the Investors in
connection with the transactions and Investment IRR (as defined below) proposed
herein.
 3.24
    
    No Material Change in Relevant PRC Laws. There being no material changes or
foreseeable changes in the PRC Laws that would, in the sole judgment of the Investors, be
likely to (a) prejudice: (i) the Investors subscription of the Subscription Shares; (ii) the
completion of the Qualified IPO as provided in this Agreement; or (iii) the rights and
benefits of the Investors under this Agreement or the Transaction Documents; or (b) have a
Material Adverse Effect on the Group.
 4.
    
    CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AT THE CLOSING
 provided however
 4.1
    
    Representations and Warranties. The representations and warranties of each Investor
contained in Section 6 hereof shall be true, correct and complete at and as of the date hereof
and the Closing Date as if made at and as of each such date.
 4.2
    
    Compliance with this Agreement. Each Investor shall have performed and complied with
all of its agreements, obligations and conditions set forth or contemplated herein that are
required to be performed or complied with by each Investor on or before the Closing Date.
 4.3
    
    Issuance of Securities Permitted by Applicable Laws. The issuance of the Subscription
Shares by the Company hereunder and the consummation of the
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transactions contemplated hereby and by the Transaction Documents (a) shall not be
prohibited by any Law, (b) shall not subject the Company to any payment, penalty or other
obligations under or pursuant to any Law, and (c) shall be permitted by all Laws to which
the Company or the transactions contemplated by or referred to herein or in the
Transaction Documents are subject.
 4.4
    
    Shareholders Agreement. The Shareholders Agreement shall have been duly executed and
delivered by the Investors.
 4.5
    
    Payment of Subscription Price. The Investors shall have paid, via wire transfer, the
Subscription Price according to the Section 2.4 hereof.
 5.
    
    REPRESENTATIONS AND WARRANTIES OF THE GROUP
 5.1
    
    Warranties of the Warrantors. Unless specifically indicated otherwise, the Warrantors,
in consideration for the Investors agreeing to subscribe for the Subscription Shares,
hereby jointly and severally represent and warrant to the Investors that the
statements in this Section 5, except as set forth in the disclosure schedule (the
Disclosure Schedule) attached to this Agreement as Exhibit B (the contents of which
shall also be deemed to be representations and warranties hereunder), are all true,
correct and complete as of the date of this Agreement and as of the Closing. Each of
the Warrantors hereby acknowledges that each of the Investors has relied upon such
representations and warranties to enter into this Agreement. Each of the warranties
and representations shall be separate and independent and save as expressly otherwise
provided shall not be limited by reference to any provision in this Agreement.5.2
    
    Updating to Completion. During the period from the date of this Agreement until the
Closing, each Warrantor shall notify the Investors in writing immediately if it
becomes aware of a fact or circumstance which would cause any warranty under this
Section 5 to be unfulfilled, untrue, inaccurate or misleading in any material respect
if given in respect of the facts or circumstances as at any time on or prior to the
Closing. Such notification shall not affect any of the conditions precedent to the
Investors obligations or satisfaction thereof.5.3
    
    Warranties. Each Warrantor hereby warrants to each of the Investors that:
 Corporate Organization, Existence and Power
 Corporate Authorization
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Compliance with Other Instruments Contractual Obligations
 Governmental Authorization; Third Party Consents
 Binding Effect; Enforceability
 No Legal Bar.
 15




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Litigation. Actions
 Compliance with Laws
 Government Notice.
 Legal Action.
 Bankruptcy/Insolvency.
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Title to Properties and Assets.
 Leasehold Interests.
 Asset and Property.
 Investigation.
 Use of Real Property
 Taxes.
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Financial Statements.
 Business Plan.
 Full Disclosure
 Absence of Certain Changes or Events
 (i)
    
    any change in the assets, liabilities, financial condition or
operations of any Group Member from that reflected in the Financial
Statements other than changes in the ordinary course of business;(ii)
    
    any resignation or termination of the Founder or any Key Employee;(iii)
    
    any satisfaction or discharge of any Encumbrance or payment of any
obligation in excess of US$15,000,000 by any Group Member, except in the
ordinary course of business and that is not material to the assets,
properties, financial condition, or operation of such entity (as such
business is presently conducted or proposed to be conducted);
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(iv)
    
    any material and adverse change, amendment to or termination of a
Material Contract (as defined below);(v)
    
    any material change in any compensation arrangement or amendment to
any agreement with the Founder or Key Employee;(vi)
    
    any material sale, assignment or transfer of any Intellectual
Property by any Group Member with an aggregate value in excess of US$50,000;(vii)
    
    any declaration, setting aside or payment or other distribution in
respect of any Group Members capital shares or any direct or indirect
redemption, purchase or other acquisition of any of such shares by any Group
Member;(viii)
    
    any material failure to conduct business in the ordinary course;(ix)
    
    any damages, destruction or loss, whether or not covered by
insurance, materially and adversely affecting the assets, properties,
financial condition, operation or business of Group Member;(x)
    
    any event which will have a Material Adverse Effect on the Group,
but excluding any of the foregoing resulting from general economic conditions
or from conditions that generally affect the industry of any Group Member; or(xi)
    
    any agreement or commitment by any Group Member to do any of the
things described in this Section 5.3(u).
 Subsidiaries (General)
 Corporate Details of Group Member.
 No Competition.
 Capitalization; Shareholders List
 (i)
    
    Ordinary Shares. A total of 4,760,000,000
authorized Ordinary Shares, par value US$0.10 per share of the Company, of
which 1,060,000,000 shares are issued and outstanding.
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(ii)
    
    Preferred Shares. A total of 240,000,000 authorized
Series A Preferred Shares, par value US$0.10 per share, each initially
convertible into one Ordinary Share, none of which are issued and
outstanding.(iii)
    
    Options, Warrant, Reserved Shares. The Company has
authorized sufficient Ordinary Shares for issuance upon the conversion of the
Subscription Shares. Except for (a) the conversion privileges of the
Subscription Shares; (b) the preemptive rights provided in the Shareholders
Agreement to be entered into at the Closing; (c) up to 130,000,000 Ordinary
Shares representing up to 10% of the total issued and outstanding share
capital of the Company upon Closing reserved for issuance to the Key
Employees and officers of the Company pursuant to the Companys stock
incentive options plan (the ESOP Plan) to be adopted by the Company; the
terms of such ESOP Plan, granting amount, exercise price and vesting schedule
thereto shall be approved by CDBC Director and provided to each Investor, and
(d) as expressly contemplated hereby, there are no options, warrants,
conversion privileges or other rights, or agreements with respect to the
issuance thereof, presently outstanding to purchase any of the shares of the
Company. Apart from the exceptions noted in this Section 5.3 and the
Shareholders Agreement, no shares of the Companys outstanding share capital,
or shares issuable upon exercise or exchange of any outstanding options or
other shares issuable by the Company, are subject to any preemptive rights,
rights of first refusal or other rights to purchase such shares (whether in
favor of the Company or any other person).
 Valid Issuance of Shares.
 (i)
    
    The Subscription Shares when issued and delivered in
accordance with the terms of this Agreement for the consideration expressed
herein, will be duly and validly issued, fully paid and non-assessable, free
from any Liens and Encumbrances and will be free of restrictions on transfer
(except for any restrictions on transfer under applicable securities laws or
the Shareholders Agreement). The Ordinary Shares issuable upon conversion of
the Subscription Shares have been duly and validly reserved for issuance and,
upon issuance in accordance with the terms of the Restated Articles, will be
duly and validly issued, fully paid and non-assessable, free from any Liens
and Encumbrances and will be free of restrictions on transfer (except for any
restrictions on transfer under applicable securities laws or the Shareholders
Agreement).(ii)
    
    All presently outstanding Ordinary Shares of the Company,
when issued, were duly and validly issued, fully paid and non-assessable, and
are free and clear of any liens and free of restrictions on transfer (except
for any restrictions on transfer under applicable securities laws or as
contemplated under the Transaction Documents) and have been issued in
compliance in all material respects with the requirements of all applicable
securities laws and regulations, including, to the extent applicable, the
Securities Act.
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(iii)
    
    The issuance of the Subscription Shares and all presently
outstanding Ordinary Shares has not been and will not be, as the case may be,
subject to preemptive rights in favor of any Person nor subject to the
consent or approval of any Person or under any Law and will not result in the
issuance of any additional shares of equity capital of the Company or the
triggering of any anti-dilution or similar rights contained in any options,
warrants, debentures or other securities or agreements of the Company.
 Private Offering
 Patents, Trademarks, etc.
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Environmental Matters
 Labor Relations Section 5.3(hh) of the Disclosure
Schedule
 Affiliate Transactions Section 5.3(ii) of the
Disclosure Schedule Related Party
 Governmental Licenses. Section 5.3(jj) of the Disclosure Schedule Section
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5.3(cc) of the Disclosure Schedule
 (i)
    
    each Group Member validly holds all material Licenses that
are necessary for the conduct of its business or operations;(ii)
    
    each License listed in Section 5.3(jj) of the Disclosure
Schedule is valid, binding and in full force and effect; and(iii)
    
    no Group Member is, or has received any notice that it is,
in default (or with the giving of notice or lapse of time or both, would be
in default) under any such License.
     Material Contracts
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Labor Agreements and Actions; Employee Compensation
 Books and Records
 Liabilities
 Conflicts
 Confidential Information and Non-competent Agreements.
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PV Silicon, LDK Solar Polysilicon and Solar High-Tech.
 (a)
    
    At the date of this Agreement, the Company
owns beneficially and of record one hundred percent (100%) of the
issued and outstanding shares of the Hong Kong Subsidiary, one
hundred percent (100%) of the equity interest in LDK Solar
Polysilicon and eighty-five (85%) of the equity interest in PV
Silicon and Solar High-Tech owns the remaining fifteen percent (15%)
of the equity interest in PV Silicon.(b)
    
    Upon the completion of the shareholding
restructuring as contemplated in Section 8.5 hereof,, each of PV
Silicon and LDK Solar Polysilicon will be wholly owned, directly or
indirectly, by the Hong Kong Subsidiary and the Company in accordance
with applicable PRC rules and regulations. The registered capital of
each of PV Silicon, LDK Solar Polysilicon and Solar High-Tech has
been fully paid as required under PRC Laws and regulations. Section
5.3(xx) of Disclosure Schedule sets forth the legal and beneficial
owners of equity interest in PV Silicon, LDK Solar Polysilicon and
Solar High-Tech and all such equity interests are free of any
Encumbrance except as contemplated under the Transaction Documents.
There are no outstanding rights, or commitments made by PV Silicon or
LDK Solar Polysilicon or Solar High-Tech or any of their respective
investors and owners, to issue, purchase, pledge or sell any equity
interest in PV Silicon, LDK Solar Polysilicon or Solar High-Tech.
 (i)
    
    Save as disclosed in Section 5.3 (xx) of Disclosure
Schedule, neither PV Silicon nor the LDK Solar Polysilicon has any
Subsidiaries and does not own or control, directly or indirectly, any
interest in any other corporation, partnership, trust, joint venture
association or other entity, or maintain any offices or branches or
subsidiaries except for their registered offices.(ii)
    
    The incorporation and operation documents relating to PV
Silicon, LDK Solar Polysilicon and Solar High-Tech are valid and have been
duly approved or issued (as applicable) by competent PRC authorities and are
valid and in full force.(iii)
    
    All consents, approvals, authorizations or licenses
requisite under the PRC Law for the due and proper establishment and
operation of PV Silicon and LDK Solar Polysilicon as currently operated or
contemplated to be operated have been duly obtained from the
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relevant and competent PRC authorities and are in full force and effect.(iv)
    
    All filings and registrations with the PRC authorities
required in respect of PV Silicon and LDK Solar Polysilicon and their
respective operations, including but not limited to the registrations with
the Ministry of Commerce, the State Administration of Industry and Commerce,
the State Administration for Foreign Exchange, tax bureau, as applicable,
have been duly completed in accordance with the relevant rules and
regulations.(v)
    
    Neither PV Silicon nor LDK Solar Polysilicon is in receipt
of any letter or notice from any relevant authority notifying revocation of
any permits or licenses issued to it for non-compliance or the need for
compliance or remedial actions in respect of the activities carried out
directly or indirectly by PV Silicon and LDK Solar Polysilicon.(vi)
    
    Each of PV Silicon and LDK Solar Polysilicon has been
conducting its business activities within the permitted scope of business or
is otherwise operating its business in full compliance with all relevant
legal requirements, including without limitation, producing, processing
and/or distributing products with all requisite licenses, permits and
approvals granted by competent PRC authorities.(vii)
    
    Each Warrantor has no reason to believe that any
approvals, licenses or permits requisite for the conduct of any part of PV
Silicons and LDK Solar Polysilicons businesses which are subject to
periodic renewal will not be granted or renewed by the relevant PRC
authorities, based on the current circumstances.(viii)
    
    All applicable Laws and regulations with respect to the opening and
operation of foreign exchange accounts and foreign exchange activities of PV
Silicon and LDK Solar Polysilicon, as applicable, including, where
applicable, the registration of foreign exchange laws, have been and will
continue to be fully complied with, and all requisite approvals from SAFE in
relation thereto have been duly obtained.(ix)
    
    With regard to employment and staff or labour management,
each of PV Silicon and LDK Solar Polysilicon has complied with all applicable
PRC Laws and regulations, including without limitation, laws and regulations
pertaining to welfare funds, social benefits, medical benefits, insurance,
retirement benefits, pensions or the like.
 6.
    
    REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
  6.1
    
    Authorization; No Contravention. Each Investor is a corporation duly organized,
validly existing and in good standing under the Laws of the jurisdiction of its
 26




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incorporation. The execution, delivery and performance by it of this Agreement: (a) is
within its power and authority and has been duly authorized by all necessary action; (b)
does not contravene the terms of its organizational documents or any amendment thereof;
and (c) does not violate, conflict with or result in any breach or contravention of any
of its Contractual Obligations, any Law, or any order or decree directly relating to it.
 6.2
    
    Binding Effect. This Agreement has been duly executed and delivered by it and this
Agreement constitutes legal, valid, binding and enforceable obligation of each Investor,
except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors rights generally or by equitable principles relating
to enforceability. All corporate actions on the part of each Investor necessary for the
authorization, execution and delivery of each other Transaction Document to which it is a
party and the performance of its obligations under each such other Transaction Document and
all other agreements, instruments and documents executed and delivered in connection with the
transactions contemplated hereby, has been taken or will be taken prior to the Closing.
 6.3
    
    Status of Investor. It is either an accredited investor as such term is defined in
Regulation D under the Securities Act or is purchasing the Subscription Shares pursuant to
Regulation S or another exemption available under the Securities Act from the registration
requirements thereunder.
 6.4
    
    Purchase for Own Account. The Subscription Shares to be acquired by it pursuant to
this Agreement are being or will be acquired for its own account, with no intention of
distributing or reselling such securities or any part thereof in any transaction that would be
in violation of the securities laws of the United States or any state thereof, without
prejudice, however, to its right at all times to sell or otherwise dispose of all or any part
of the Subscription Shares under an effective registration statement under the Securities Act,
or under an exemption from such registration available under the Securities Act, and subject,
nevertheless, to the disposition of its property being at all times within its control. If
any Investor should in the future decide to dispose of any of the Subscription Shares, such
Investor understands and agrees that it may do so only in compliance with the Securities Act
and applicable state securities laws, as then in effect. Each Investor agrees to the
imprinting of a legend on certificates representing the Subscription Shares and the Ordinary
Shares that the Subscription Shares are convertible to the following effect:
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
 27




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7.
    
    COVENANTS AND UNDERTAKINGS OF THE GROUP BEFORE CLOSING
 In consideration for the Investors agreeing to subscribe for the Subscription Shares,
each of the Warrantors hereby covenants and agrees with the Investors that, that it will,
at all times from and after the date hereof until the Closing, comply with or procure the
Group to comply with all covenants and provisions of this Section, except to the extent
the Investors may otherwise consent in writing.
 7.1
    
    Governmental Authorization; Third Party Consents. The Group will (a) take all
necessary steps, and proceed diligently and in good faith, as promptly as practicable to
obtain all consents, approvals or actions of, to make all filings with and to give all notices
to Governmental Authorities or any other Person that are required by the Group to consummate
the transactions contemplated hereby, (b) provide such other information and communications to
such Governmental Authorities or other Persons as such Governmental Authorities or other
Persons may reasonably request and (c) cooperate with the Investors as promptly as practicable
in obtaining all consents, approvals or actions of, making all filings with and giving all
notices to Governmental Authorities or other Persons that are required by the Investors to
consummate the transactions contemplated hereby.
 7.2
    
    Notice and Cure. Each Warrantor will notify the Investors promptly (but in no event
later than three days of its getting knowledge)in writing of, and contemporaneously will
provide the Investors with true and complete copies of any and all information or documents
relating to, and will use reasonable best efforts to cure before the Closing, any event,
transaction or circumstance occurring after the date of this Agreement that causes or will
cause any covenant or agreement of any Group Member under this Agreement to be breached or
that renders or will render untrue any representation or warranty of any Group Member
contained in this Agreement as if the same were made on or as of the date of such event,
transaction or circumstance, or any litigation pending or threatened, or any other event,
including potential liabilities to the Company, which will cause Material Adverse Effect. The
Company also will notify the Investors promptly in writing of, and will use all commercially
reasonable efforts to cure, before the Closing, any violation or breach of any representation,
warranty, covenant or agreement made by any Group Member in this Agreement, whether occurring
or arising before, on or after the date of this Agreement. No notice given pursuant to this
Section shall have any effect on the representations, warranties, covenants or agreements
contained in this Agreement for purposes of determining satisfaction of any condition
contained herein. For the avoidance of doubt, nothing in this section shall prejudice the
rights and remedies of each of the Investors under this Agreement and nothing shall constitute
a waiver of any claim which the Investors are entitled to under this Agreement
 7.3
    
    Conduct of Business. The Group will, and will cause each of its Subsidiaries to,
continue to conduct its business in the ordinary course consistent with the manner as it was
conducted on the date hereof and use all reasonable efforts to preserve intact its current
business organization, keep available the services of their current officers and employees and
preserve their relationships with customers, suppliers, licensors, licensees, distributors and
others having business dealings with them unless otherwise permitted under the Transaction
Documents. Without limiting the
 28




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foregoing, the Group will not, and will not permit any of its Subsidiaries, to do any of
the following actions unless permitted under the Business Plan, or as contemplated under
the Transaction Documents, or by the prior written consent of the Investors (not to be
unreasonably withheld or delayed):
 (a)
    
    make any change in the scope of business;(b)
    
    other than the renewal of the existing contracts or agreements, borrow any
money in excess of US$20,000,000;(c)
    
    enter into any transaction, or make any payment or commitment, involving an
expense or capital expenditure in excess of US$20,000,000 in the ordinary course of
business or US$5,000,000 not in the ordinary course of business;(d)
    
    other than statutory lien or that with a value less than US$10,000,000,
make or suffer to exist any lien, security interest, pledge or other encumbrance on
any of the assets of the Group or any of its Subsidiaries;(e)
    
    dispose of any of its assets except for sales of inventory in the ordinary
course of business or that with a value less than US$10,000,000;(f)
    
    enter into any material lease or contract for the purchase or sale of any
property, real or personal, tangible or intangible, or the purchase of other assets
(tangible or intangible) except in each case for a lease or contract involving
aggregate payments of less than US$2,500,000 entered into in the ordinary course of
business consistent with past practice, or enter into any agreement that would be an
agreement material to the Group or its Subsidiaries;(g)
    
    redeem or repurchase any of its equity securities;(h)
    
    make any change to rights attaching to any of its issued securities or
grant any right to the holders of any securities issued by it;(i)
    
    appoint or remove its auditor;(j)
    
    commence any liquidation, winding up, dissolution, receivership, bankruptcy
or any like scheme or arrangement;(k)
    
    settle any material litigation, arbitration or administrative proceeding
that is of a value exceeding US$3,000,000;(l)
    
    pay any bonus or increased salary out of ordinary course of business, or
pay any royalty or special remuneration to any officer, employee or consultant or
enter into any new employment or consulting agreement with any such Person, or enter
into or adopt any new employment plan of any type;(m)
    
    materially change accounting methods or policies or revalue, write off or
write up the value of any inventory, accounts receivable or other assets other than
as required by applicable generally accepted accounting principles;(n)
    
    declare, set aside or pay any cash or share dividend or other distribution
in respect of share capital;(o)
    
    amend or terminate any contract, agreement or license to which it is a party out
of ordinary course of business or any other agreement material to the business of
the Group;
 29




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(p)
    
    lend any amount to any Person not a Group Member, other than
advances to employees for travel and expenses which are incurred in the ordinary
course of business consistent with past practice, which travel and expenses shall
be documented by receipts for the claimed amounts;(q)
    
    enter into a guaranty or agree to act as a surety for any third party
obligation of a Person other than a Group Member except for the endorsement of
checks and other negotiable instruments in the ordinary course of business
consistent with past practice;(r)
    
    waive or release any material right or claim except in the ordinary course
of business consistent with past practice;(s)
    
    save as contemplated under the Transaction Documents, issue or sell any of
its share capital or any of its other securities, including warrants, subscriptions,
options, convertible securities or other commitments to issue shares of share
capital, or accelerate the vesting of any such outstanding option or security;(t)
    
    split or combine the outstanding shares of any class or enter into any
recapitalization affecting the number of outstanding shares of any class or
affecting any other of its securities;(u)
    
    merge, de-merge, consolidate or reorganize with, or acquire any Person;(v)
    
    amend its Restated Association, except as contemplated under this
Agreement;(w)
    
    agree to any audit assessment by any tax authority or file any
extraordinary or amended income, franchise or corporation tax return;(x)
    
    license or transfer any of the assets of the Group other than in the
ordinary course of business or in connection with the transactions contemplated in
the Transaction Documents;(y)
    
    materially change the amount or scope of any insurance coverage;(z)
    
    terminate the employment of any Key Employee without cause;(aa)
    
    acquire any assets (including intangible assets) with a book value or cost
in excess of US$2,500,000, other than in the ordinary course of business;(bb)
    
    make any payments outside the ordinary course of its business consistent
with existing agreements;(cc)
    
    commence a lawsuit which seeks injunctive relief or is brought against any
customer of the Group and its Subsidiaries, other than in the ordinary course of its
business;(dd)
    
    enter into any agreement, arrangement or transaction with any Person that
is an Affiliate of any director, officer or shareholder of such entity,; or(ee)
    
    agree to do any of the things described in the preceding Section 7.3(a)
through 7.3(dd).
  30




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(a)
    
    it will do all such acts and things, executes all such deeds and documents,
and pays all such fees and other costs as are reasonably necessary for ensuring that
the Warranties contained in this Agreement are true and accurate as at Closing;(b)
    
    it will keep the Investors informed on request and from time to time of all
progress in relation to any steps taken or to be taken to ensure that the Warranties
contained in this Agreement are true and accurate as at Closing; and(c)
    
    each of the approvals, consents, deeds and other documents required under
this Agreement is to the extent possible provided in advance to Investors or their
legal advisers for review, and is in such form as the Investors or their legal
advisers may approve (such approval not to be unreasonably withheld or delayed).
 7.4
    
    No Other Negotiations. The Group, its Subsidiaries, the Founder and the Founding
Entity will not, and will not authorize any officer, director, employee, agent, Affiliate,
attorney or investment banker of the Group or any of its Subsidiaries, or any other Person, on
its or their behalf, directly or indirectly, to (i) solicit, initiate, encourage or induce the
making, submission or announcement of, any offer or proposal from any party concerning the
subscription of the Subscription Shares (Alternative Transaction) or take any other action
that could reasonably be expected to lead to an Alternative Transaction or a proposal
therefor; (ii) consider any inquiry, offer or proposal received from any party concerning any
Alternative Transaction (other than to respond to such inquiry, offer or proposal by
indicating that the Group and/or its Subsidiaries and/or the Founder are not interested in any
Alternative Transaction); (iii) furnish any information regarding the Company or its
Subsidiaries to any Person in connection with or in response to any inquiry, offer or proposal
for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or
proposal by indicating that the Company and/or its Subsidiaries will not consider any
Alternative Transaction); (iv) participate in any discussions or negotiations with any Person
with respect to any Alternative Transaction (other than to respond to such inquiry, offer or
proposal by indicating that the Group and/or its Subsidiaries will not consider any
Alternative Transaction); (v) otherwise cooperate with, facilitate or encourage any effort or
attempt by any Person (other than the Investors) to effect any Alternative Transaction; or
(vi) execute, enter into or become bound by any letter of intent, agreement, commitment or
understanding between the Group and/or its Subsidiaries and any third party that is related
to, provides for or concerns any Alternative Transaction.7.5
    
    Satisfaction of Conditions Precedent. Each of the Group and the Founder will use all
reasonable best efforts to satisfy or cause to be satisfied all the conditions precedent which
are set forth in Section 4, to cause the transactions provided for in this Agreement to be
consummated, and, without limiting the generality of the foregoing, to obtain all consents and
authorizations of third parties and to make all filings with, and give all notices to, third
parties that may be necessary or reasonably required on its part in order to effect the
transactions provided for herein.
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7.6
    
    Existing Insurance Policies. As soon as practicable, the Group shall amend its
current liability insurance to cover all assets and other items of the Group and all of its
Subsidiaries in accordance with the industry practice in an amount of not less than
US$100,000,000 and otherwise on terms reasonably acceptable to the Investors.7.7
    
    The foregoing provisions under this Section 7 and the provisions below under Sections 8.8,
8.9 and 8.10, to the extent not already terminated prior to such time, shall automatically
terminate upon the closing of a Qualified IPO without any additional act or thing, whereupon
the Group shall be subject to the laws, rules and regulations applicable to it as a public
company.8.
    
    OTHER COVENANTS AND UNDERTAKING OF THE GROUP, THE FOUNDING ENTITY AND THE FOUNDEREach of the Warrantors covenants and agrees with the Investors that it will, at all times
after Closing and until the Qualified IPO, comply with or procure the Group, the Founder
or the Founding Entity to comply with all covenants and provisions of this Section,
except to the extent the Investors may otherwise consent in writing.8.1
    
    Restriction of Shares. Without prior written consent of the Investors, prior to the
Qualified IPO of the Company, the Founder and the Founding Entity shall not sell, assign or
otherwise dispose of in any manner, or create any options or other derivative products over,
any of the shares or equivalent shares they hold directly or indirectly in the Company or the
Group, except as contemplated under the Transaction Documents.8.2
    
    Non-Competition. Each of the Founder and Founding Entity will not directly or
indirectly, during the period of the Founding Entitys holding shares in the Company and for a
period ending two (2) years from the date of the transfer of all the shares held by such
Founding Entity in the Company to other third parties (the Period of
Non-Competition), (i) engage in any business activities in competition with the Company
or the other Group; (ii) solicit or entice away or attempt to solicit or entice away any staff
or employee from any Group Member; (iii) solicit or entice away or attempt to solicit or
entice away any customer, client, representative, agent or correspondent from any Group
Member.8.3
    
    Qualified IPO. Each of the Warrantors will use its reasonable best efforts to effect
the listing of the shares of the Company pursuant to a registration statement or similar
document that is filed with and declared effective by the Governmental Authority in accordance
with relevant securities Laws of any jurisdiction on an internationally recognized stock
exchange acceptable to all of the Investors (including but not limited to Shanghai Stock
Exchange, Shenzhen Stock Exchange, New York Stock Exchange or the Stock Exchange of Hong Kong,
as applicable), pursuant to which the public offering shares shall be not less than 15% of the
total outstanding shares of the Company post public offering, and the offering price of the
public offering shall be, subject to the share split, combination, share dividend,
contribution or other similar adjustments, (i) not less than US$1.364 per Share if aforesaid
listing occurs within one year following the Closing; or (ii) the price as mutually agreed by
the parties hereof and in no event less than US$1.364 per Share if aforesaid listing takes
place after one year following the Closing (the Qualified
 32




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IPO). The Warrantors shall take all reasonable actions necessary to list and
trade the shares then held by the Investors on the aforesaid stock exchange to the extent
permitted by such stock exchange.8.4
    
    Release of Encumbrance. Within six months from Closing, any guarantee, mortgage,
pledge or encumbrance provided by either PV Silicon or LDK Solar Polysilicon for the benefit
of any third party other than PV Silicon or LDK Solar Polysilicon shall be fully released and
discharged.8.5
    
    Completion of Shareholding Restructuring. Each of the Warrantors and Solar High-Tech
covenants that, within three months upon the Closing, 100% of the equity interest of both PV
Silicon and LDK Solar Polysilicon shall be transferred to the Hong Kong Subsidiary and all
relevant approvals and licenses shall be obtained (the Post-Closing Restructuring). A PRC
legal opinion and other applicable legal opinions may be required by the Investors should be
delivered by the Warrantors to the Investors upon the completion of the Post-Closing
Restructuring.8.6
    
    Social Insurance and Housing Funds. As soon as practicable following the Closing,
each of PV Silicon and LDK Solar Polysilicon shall complete the social insurance registration
and housing fund registration with the competent government authorities, and make up the
payment of the social insurance fees and housing funds for all of its employees since its
inception to the extent acceptable to the competent government authorities.8.7
    
    Qualification and approvals of the Group. Other than the approvals or licenses which
have been obtained by the applicable Group Member prior to the Closing, each Group Member
undertakes, within six months following the Closing (but in no event later than the Qualified
IPO), to obtain all the other approvals, licenses, certificates and qualifications from any
jurisdiction and authority, or gone through all acceptance inspection procedures for its
current business and operations, and assets, properties currently owned or used by PV Silicon
and LDK Solar Polysilicon, including but not limited to (i) the approvals from competent
environmental protection bureau, fire protection authorities and work safety supervision
authorities for the project construction and polysilicon production of PV Silicon and LDK
Solar Polysilicon; (ii) government approvals and land use right certificates for the land
currently used by LDK Solar Polysilicon and property ownership certificates for the buildings
and constructions of the polysilicon production plant of 10,000 tons of PV Silicon.8.8
    
    Board of Directors.
 (a)
    
    The Company shall have a Board consisting of a maximum of ten (10)
directors, of which (i) one (1) Director shall be appointed by CDBC (the CDBC
Director) at or prior to the Closing, (ii) three (3) Directors shall be
appointed as independent non-executive director in accordance with the then
applicable stock exchange rules after Qualified IPO (the Independent
Directors).(b)
    
    Subject to applicable Laws, the CDBC Director, in the case of his
absence, shall be entitled to appoint an alternate to serve at any Board meeting,
and such alternate shall be permitted to attend all Board meetings and vote on
 33




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behalf of the director for whom she or he is serving as an alternative, it being
understood, acknowledged and confirmed by CDBC that any vote or decision taken by
such alternate at any such Board meeting shall constitute the vote and decision of
the CDBC Director as if so taken by the CDBC Director him/herself at such Board
meeting, with full reliance permitted on such vote and decision.(c)
    
    The Board and all committees thereof shall meet in person or by
teleconference no less than once every half year. The Company shall reimburse all
reasonable, documented expenses of all the Directors and all the persons of the
committees related to all activities of the Board and all committees thereof,
including but not limited to attending the meetings of the Board and all committees
thereof.
 8.9
    
    Board Observers. Each of the Investors other than CDBC shall be entitled to
appoint/remove an observer to the Board of Directors and each committee thereof to receive
notice for and to attend board of directors or board committee meetings of the Company and
each of the other members of the Group in a non-voting observer capacity (each, an
Observer), it being understood, acknowledged and confirmed by each such Investor
that any action or omission by its Observer with respect to any such meeting shall constitute
the action or omission of such Investor as if committed by such Investor, with full
responsibility attached to such action or omission. The Company shall provide each such
Observer copies of all notices and materials at the same time and in the same manner as the
same are provided to the Directors or committee members.8.10
    
    IRR, Pledge and Guarantee. Each Warrantor covenants that it will assure an internal
rate of return of the investment of 23% or higher (the Investment IRR) on
Subscription Price paid by such Investor proposed herein. The Founding Entity shall pledge 15%
of its equity interest in Solar High-Tech to CDBC and/or CDBCs designated company and execute
a relevant pledge agreement or the like as reasonably satisfactory to CDBC and will,
immediately following the Closing, obtain or complete all necessary approvals or registrations
with competent government authorities, which pledge shall expire and automatically terminate
immediately prior to the Qualified IPO. In the event the Warrantors fails to fulfill the
Investment IRR for the benefit of CDBC, CDBC and/or CDBC s designated company shall have the
right to exercise aforesaid pledge at any time in accordance with applicable law. In addition,
the Founder shall further provide his personal joint liability guarantee for the benefit of
each of the Investors in such form and substance satisfactory to the Investors in connection
with the transactions and Investment IRRproposed herein (the Personal
Guarantee). For the avoidance of doubt, if for whatever reasons that the Personal
Guarantee need to be terminated for the purposes of the Qualified IPO pursuant to applicable
Laws and the Qualified IPO does not eventually take place within 30 Business Days after the
termination, the Founder shall, and each of the member of the Group shall cause the Founder
to, as soon as practicable: (i) resume the guarantee and the transactions under the Personal
Guarantee automatically in accordance with applicable Laws; or (ii) provide the guarantee
under the Personal Guarantee or provide another guarantee, encumbrance or the like in manner
satisfactory to the Investors; and (iii) execute all documents and do all such actions to
effect and perfect the foregoing.
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8.11
    
    Sale of Shares held by Investors. Each of the Company and the Founder hereby
undertakes to each Investor that, upon an initial offering of the shares to the public, each
Investor shall have the right to sell up to the respective percentage
of the outstanding shares of the Company held by such Investor set forth below (calculated on a fully diluted and
converted basis) to the public at a price not less than the price per share at the initial
public offering (subject to the share split, combination, share dividend, contribution or
other similar adjustments):
 (i)
    
    up to twenty percent (20%) of the outstanding shares of the Company held
by CDBC;(ii)
    
    up to twenty percent (20%) of the outstanding shares of the Company held
by Excel Rise Holdings Limited;(iv)
    
    up to twenty percent (20%) of the outstanding shares of the Company held by
Prosper East Limited; and(v)
    
    up to twenty percent (20%) of the outstanding shares of the Company held by
Oxygen Infrastructure Investment Limited.
 8.12
    
    Redemption. If:
 (i)
    
    prior to the Qualified IPO, any of the Warrantors or Solar High-Tech is
in material breach of the terms and conditions of the Transaction Documents,
including but not limited to, the failure to consummate the Post-Closing
Restructuring and the transactions under Section 8.5 and Section 8.7 herein; or(ii)
    
    the Company has not completed a Qualified IPO within two (2) years
following Closing,
 each Investor shall be entitled to, voting as a separate class on an as converted basis
may, at its sole discretion, require the Company and/or the Founding Entity to redeem or
purchase (out of funds legally available therefor including capital) within two (2)
months from the Companys receipt of the Investors written notice, any and/or all the
Subscription Shares held by such Investor, at a redemption/purchase price (the
Redemption Price) with respect to Subscription Shares held by such Investor
equal to, unless otherwise required by relevant applicable laws, one hundred percent
(100%) of the Subscription Price paid by such Investor for the shares to be redeemed or
purchased (adjusted for any share splits, share dividends, combinations,
recapitalizations and similar transactions), plus twenty-three percent (23%) of an
internal rate of return for the Subscription Price paid by such Investor (adjusted for
any share splits, share dividends, combinations, recapitalizations and similar
transactions), and minus the dividends having been paid to such Investor, in each case as
proportionally adjusted for share subdivisions, share dividends, reorganizations,
reclassifications, consolidations, or mergers.8.13
    
    Anti-dilution. Without prior written consent of each Investor, the Company shall not
issue any New Securities (as defined below) for a consideration per share less than the
Subscription Price plus twenty-three percent (23%) of an internal rate of return for the
Subscription Price paid by such Investor from the date of Closing to
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the date of such proposed new issue (adjusted for any share splits, share dividends,
combinations, recapitalizations and similar transactions) (the Floor Price) on
the date the Company fixes the offering price of such New Securities. In case the
Company issues any New Securities at a price less than the Floor Price (adjusted for any
share splits, share dividends, combinations, recapitalizations and similar transactions)
on the date the Company fixes the offering price of such New Securities upon prior
written consent of the Investors, then in each such case the Subscription Price prior to
the issuance of such New Securities (adjusted for any share splits, share dividends,
combinations, recapitalizations and similar transactions) shall be adjusted to the price
at which such New Securities are issued and the relevant Subscription Shares or shares
converted from such Subscription Shares shall be adjusted to reflect aforesaid adjustment
so that the number of shares shall be such number of shares that is equivalent to the
Subscription Shares multiplied by the Floor Price and divided by the offering price per
share of such New Securities. For the avoidance of doubt, New Securities means all
Ordinary Share Equivalents, provided that the term New Securities does not include the
securities issuable upon conversion of any of the Subscription Shares, or as a dividend
or distribution on the Subscription Shares; and for the purposes of this Section 8.13,
the Ordinary Share Equivalents means warrants, options and rights exercisable for
ordinary shares or securities convertible into or exchangeable for ordinary shares of the
Company.8.14
    
    ESOP. Each of the Company and the Founder hereby undertakes to each Investor that,
immediately prior to the consummation of Qualified IPO, the Ordinary Shares subject to the
options which may be granted to the Key Employees and officers following Closing shall not
exceed (three) 3% of the total amount of the Ordinary Shares reserved under the ESOP Plan;
notwithstanding the above, if recommended by the Company and approved by each of the
Investors, the Company may grant additional options representing up to one percent (1%) of the
total amount of the Ordinary Shares reserved under the ESOP Plan prior to Qualified IPO.8.15
    
    Update of SAFE Registration. As soon as practicable and within one (1) month
following the Closing, the Founder (and other legal shareholders and ultimate beneficial
shareholders and option holders of the Company, if any) who are subject to the requirements in
the SAFE Notice shall complete the update of the registrations or filing with the competent
SAFE office in connection with the transactions proposed herein.8.16
    
    D&O Insurance Policy. The Group shall purchase and obtain directors and officers
insurance policy covering the directors and officers of the Company in an amount of not less
than US$20,000,000 within three months following the Closing (but in no event later than the
date of Qualified IPO).8.17
    
    Access to Information.
 (a)
    
    Before and following the Closing, each of the Group and its Subsidiaries
covenant and undertake to provide to the Investors (i) quarterly un-audited
consolidated financial statements within forty-five (45) days from the end of each
quarter; (ii) un-audited annual consolidated financial statements of the Company
within sixty (60) days after the end of each fiscal year; (iii) a draft of the
annual consolidated financial reports of the Company within
 36




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##### 



ninety (90) days after the end of each fiscal year; and (iv) audited annual
consolidated financial reports of the Company within six (6) months after the
end of each fiscal year, prepared in accordance with HKIFRS by KPMG; and (iv)
an annual consolidated budget of the Company for the following fiscal year
within thirty (30) days prior to the end of each fiscal year.(b)
    
    Before and following the Closing, each of the Group and its Subsidiaries
will provide the Investors and their properly authorized agents with full access to
their respective files, books, records and offices upon reasonable notice and during
normal business hours, including, without limitation, any and all information
relating to their taxes, commitments, contracts, leases, licenses, real, personal
and intangible property, and financial condition in each case as requested by the
Investors. Each of the Company and its Subsidiaries will request that its
accountants cooperate with the Investors and such agents in making available all
financial information reasonably requested, including without limitation the right
to examine all working papers pertaining to all financial statements prepared or
audited by such accountants.
 8.18
    
    Books and Records. Before and following the Closing, the Group shall maintain and
update the minute books and similar records of each Group Member in compliance with best
corporate practices to ensure that such minute books accurately reflect all material actions
taken by the shareholders, board of directors and committees of the board of directors of each
such entity and any meetings thereof, and of all written consents executed in lieu of a
meeting.8.19
    
    Approval for LDK Solar Polysilicon. Each Warrantor covenants to the Investors that,
within eighteen months following the Closing, LDK Solar Polysilicon shall obtain all the
necessary approvals from all the competent government authorities, including but not limited
to the environmental protection bureau and work safety supervision authorities, for the trial
production of LDK Solar Polysilicons 3,000 tons polysilicon production.9.
    
    PERFORMANCE COMPENSATION AND ADJUSTMENT9.1
    
    Calculation. Following the issue of the 2010 Financials and 2011 Financials, as
applicable:
 (d)
    
    If the Company fails to achieve an audited consolidated net profit of not
less than 95% of US$40,000,000 in year 2010 as calculated under the HKFRS, then the
Warrantors shall, on a joint and several basis, within seven Business Days upon
release of the 2010 Financials, pay to each Investor in cash in an amount (2010
Compensation) equal to: Subscription Price paid by such Investor x (1-actual
audited consolidated net profit of the Company in year 2010 / US$40,000,000),
provided that the 2010 Compensation payable to each Investor shall not exceed 23% of
the Subscription Price paid by such Investor; and(e)
    
    If the Company fails to achieve an audited consolidated net profit of not
less than 95% of US$200,000,000 in year 2011 as calculated under the HKFRS,
 37




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then the Warrantors shall, on a joint and several basis, within seven Business
Days upon release of the 2011 Financials, pay to each Investor in cash in an
amount (2011 Compensation) equal to: Subscription Price paid by such
Investor x (1-actual audited consolidated net profit of the Company in 2011 /
US$200,000,000); provided that the 2011 Compensation payable to each Investor
shall not exceed 23% of the Subscription Price paid by such Investor.
  9.2
    
    Exclusions. The calculation of consolidated net profit used in determining the 2010
Compensation and 2011 Compensation shall exclude any non-cash charge purely generated by the
accounting treatment of the Series A Preferred Shares under HKFRS and all non-recurring or
extraordinary items.10.
    
    SURVIVAL AND INDEMNITY10.1
    
    Survival of Representations and Warranties. All of the representations and
warranties made herein (including in the Disclosure Schedule) and in any other Transaction
Document shall survive the execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby, any investigation by or on behalf of the Investors,
allotment and issuance of the Subscription Shares and payment therefor, or termination of this
Agreement.10.2
    
    Warranty Indemnities. In event of: (a) any breach or violation of, or inaccuracy or
misrepresentation in, any representation or warranty made by the Warrantors contained herein
or any of the other Transaction Documents, or (b) any breach or violation of any covenant or
agreement contained herein or any of the other Transaction Documents (each of (a) or (b), a
Breach), the Warrantors shall, jointly and severally, cure such Breach (to the
extent that such Breach is curable) to the satisfaction of the Investors). Notwithstanding the
foregoing, the Warrantors shall also jointly and severally indemnify each Investor and its
respective Affiliates, limited partners, members, stockholders, employees, agents and
representatives (each, an Indemnitee) for any losses, liabilities, damages, liens,
penalties, settlements, deficiencies, costs and expenses, including reasonable advisors fees
and other reasonable expenses of investigation, defense and resolution of any of the foregoing
(but excluding any consequential, speculative or punitive damages), (the Indemnifiable
Loss) paid, suffered, sustained or incurred by the Indemnitee, resulting from, arising
out of, or due to, directly or indirectly, including but not limited to (i) the Breach, (ii)
any punishment or penalties imposed by any competent governmental authority for failure to
contribute the registered capital of LDK Solar Polysilicon in accordance with the schedule
required by the competent authorities, or failure to obtain or update relevant licenses,
approvals, registration or records for the business, operation and production of each Group
Member from competent authorities, (iii) any punishment or penalties imposed by any competent
governmental authority for the non-compliance with the relevant regulations regarding the
lands currently owned or used by either PV Silicon or LDK Solar Polysilicon, or for the
failure to fully contribute the social insurance fees or housing funds (iv) any punishment or
penalties imposed by any competent governmental
 38




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##### 



authority for the breach of either PV Silicon or LDK Solar Polysilicon in connection with
the cooperation contracts with the competent Peoples Government. In event of any Breach
by any Investor, such Investor shall cure such Breach (to the extent that such Breach is
curable) to the satisfaction of the Warrantors. Notwithstanding the foregoing, the
Investor that is in breach shall also indemnify each Warrantor and its Affiliates,
limited partners, members, stockholders, employees, agents and representatives for any
Indemnifiable Loss paid, suffered, sustained or incurred by the Company or such other
persons entitled to such indemnity hereunder resulting from, arising out of, or due to,
directly or indirectly, such Breach. Any dispute related to this Section 10.2 shall be
resolved pursuant to Section 12.7 hereof.10.3
    
    Tax Indemnity. Notwithstanding the foregoing, the Warrantors shall jointly and
severally indemnify and keep indemnified the Indemnitees at all times and hold them harmless
against any and all Indemnifiable Losses resulting from, or arising out of, or due to,
directly or indirectly, any claim for tax which has been made or may hereafter be made against
any Group Member wholly or partly in respect of or in consequence of any event occurring or
any income, profits or gains earned, accrued or received by any Group Member on or before the
Closing and any reasonable costs, fees or expenses incurred and other liabilities which any
Group Member may properly incur in connection with the investigation, assessment or the
contesting of any claim, the settlement of any claim for tax, any legal proceedings in which
any Group Member claims in respect of the claim for tax and in which an arbitration award or
judgment is given for any Group Member and the enforcement of any such arbitration award or
judgment whether or not such tax is chargeable against or attributable to any other person.10.4
    
    Survival. The survival period for any indemnity obligation relating to claims for
tax matters arising under this Section 10 shall be the applicable statue of limitations for
tax claims.11.
    
    TERMINATION11.1
    
    Termination. This Agreement may be terminated, and the transactions contemplated
hereby may be abandoned:
 (f)
    
    at any time before the Closing, by mutual written agreement of the Company
and the Investors; or(g)
    
    by the Company or any of the Investors (provided that the terminating party
is not then in material breach of any representation, covenant or other agreement
contained herein) if there shall have been a material breach of any of the covenants
or agreements set forth in this Agreement on the part of the non-terminating Party,
which breach shall not have been cured within five (5) days following receipt by the
breaching Party of written notice of such breach from the other Party, or which
breach, by its nature, cannot be cured prior to Closing. For the avoidance of doubt,
the rights of the Investors hereunder shall be severally but not jointly and any
Investors decision of termination shall not affect any other Investors rights and
determination hereunder.
 39




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##### 



11.2
    
    Effect of Termination. If this Agreement is validly terminated pursuant to Section
11.1, this Agreement will forthwith become null and void, and there will be no liability or
obligation on the part of any Warrantor or the Investors (or any of their respective officers,
directors, employees, agents or other representatives or Affiliates), except Section 12.10 in
respect of certain expenses, Section 12.13 in respect of publicity and confidentiality, which
shall survive the termination of this Agreement, and except as provided in the next succeeding
sentence. Notwithstanding any other provision in this Agreement to the contrary, upon
termination of this Agreement pursuant to Section 11.1, the Parties will remain liable to each
other for any breach of this Agreement by the Parties existing at the time of such termination
and the Parties may seek such remedies, including damages and fees of attorneys, against the
other with respect to any such breach as are provided in this Agreement or as are otherwise
available at law or in equity.12.
    
    MISCELLANEOUS12.1
    
    Notices. All notices, demands and other communications provided for or permitted
hereunder shall be made in writing and shall be by facsimile, commercial express courier
service or personal delivery:
 (a)
    
    if to any of the Warrantors:LDK Solar Co., Ltd. Shanghai Office
c/o Room 2303, No. 18, Xizhang Mid-Road,
Harbour Ring Plaza, Shanghai
Tel No.: 86-21-53853600
Fax No.: 86-21-63508707
Attention: Mr. Bing Zhu(b)
    
    if to the Investors, at each Investor addresses set forth on Schedule
2 hereto.
  12.2
    
    Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors and permitted assigns of the parties hereto. Save as expressly provided
in this Agreement, no party may assign any of its rights or obligations under this Agreement
without the prior written consent of the parties, and any such purported assignment by one
party without the written consent of the parties shall be void and of no effect. No Person
other than the parties hereto and their successors and permitted assigns is intended to be a
beneficiary of any of the Transaction Documents. Notwithstanding the above, this Agreement and
the rights and obligations of CDBC herein will be assigned and transferred by CDBC to its CDBC
Designated Entity automatically immediately following the establishment of such CDBC
Designated Entity without the prior consent of the other parties hereof.12.3
    
    Amendment and Waiver.
 40




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##### 



(a)
    
    No failure or delay on the part of any of the parties hereto in exercising
any right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
The remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to the parties hereto at law, in equity or otherwise.(b)
    
    Any amendment, supplement or modification of or to any provision of this
Agreement, any waiver of any provision of this Agreement, and any consent to any
departure by any party from the terms of any provision of this Agreement, shall be
effective (i) only if it is made or given in writing and signed by all of the
parties hereto, and (ii) only in the specific instance and for the specific purpose
for which made or given. No amendment, supplement or modification of or to any
provision of this Agreement or any of the other Transaction Documents, or any waiver
of any such provision or consent to any departure by any party from the terms of any
such provision may be made orally.
 12.4
    
    Signatures; Counterparts. Facsimile transmissions of any executed original document
and/or retransmission of any executed facsimile transmission shall be deemed to be the same as
the delivery of an executed original. At the request of any party hereto, the other parties
hereto shall confirm facsimile transmissions by executing duplicate original documents and
delivering the same to the requesting party or parties. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement.12.5
    
    Headings. The headings in this Agreement are for convenience of reference only and
shall not limit OR OTHERWISE affect the meaning hereof.12.6
    
    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH,
AND ENFORCED UNDER, THE LAW OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION WITHOUT REGARD TO
ITS PRINCIPLES OF CONFLICTS OF LAWS.12.7
    
    Arbitration.
 (a)
    
    The Parties shall strive to settle any dispute, controversy or claim
arising out of or relating to this Agreement, or the breach, termination or
invalidity thereof (a dispute), through friendly consultations. If no
settlement can be reached through such consultations within sixty (60) days of one
Party raising such matter with the other Party the dispute shall be settled by
arbitration in Beijing under the rules of the PRC International Economic and Trade
Arbitration Commission (CIETAC) in force when the Notice of Arbitration is
submitted in accordance with these rules. The number of arbitrators shall be three
(the Board of Arbitrators). The arbitration proceedings shall be
conducted in English and Chinese, with Chinese to prevail in the event of any
inconsistency.
 41




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##### 



(b)
    
    The Investors and the Company shall each select one member to the Board of
Arbitrators and the third member shall be selected by mutual agreement of the other
members, or if the other members fail to reach agreement on a third member within
twenty (20) days after their selection, such third member shall thereafter be
selected by CIETAC upon application made to it for such purpose by the members.(c)
    
    The arbitral proceeding shall accord the right of cross-examination of
witnesses, the right to provide witnesses, including expert witnesses, and the right
to make both written and oral submissions.(d)
    
    The arbitral award made and granted by the Board of Arbitrators shall be
final, binding and incontestable and may be used as a basis for judgment thereon in
any court having jurisdiction. All costs of arbitration (including, without
limitation, those incurred in the appointment of arbitrator) shall be apportioned in
the arbitral award.(e)
    
    No person who is, or has been, an employee or agent of, or consultant or
counsel to, the Investors, the Company or any of their respective Affiliates shall
be eligible to act as an arbitrator at any time.(f)
    
    This Agreement and the rights and obligations of the Parties hereto shall
remain in full force and effect pending the award in any arbitration proceeding
hereunder.(g)
    
    Notwithstanding this Section 12.7 or any other provision to the contrary
in this Agreement, no party shall be obligated to follow the foregoing arbitration
procedures where such party intends to apply to any court of competent jurisdiction
for an interim injunction or similar equitable relief against any other party,
provided there is no unreasonable delay in the prosecution of that application.
 12.8
    
    Severability. If any one or more of the provisions contained in this Agreement, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions hereof shall not be in any way impaired,
unless the provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions of this Agreement. The parties hereto further agree to
replace such invalid, illegal or unenforceable provision of this Agreement with a valid, legal
and enforceable provision that will achieve, to the extent possible, the economic, business
and other purposes of such invalid, illegal or unenforceable provision.12.9
    
    Entire Agreement. This Agreement, including the exhibits and schedules hereto, and
the other Transaction Documents, are intended by the Parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the Parties hereto in respect of the subject matter contained herein and
therein. There are no restrictions, promises, warranties or undertakings, other than those
set forth or referred to herein or therein. This Agreement, together with the exhibits and
schedules hereto, and the
 42




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##### 



other Transaction Documents supersede all prior agreements and understandings between the
Parties with respect to such subject matter.12.10
    
    Certain Expenses. Upon Closing, all legal and financial fees and due diligence
expenses incurred by CDBC for the preparation of this Agreement and other Transaction
Documents shall be borne by the Company with a cap of RMB1,000,000. For the avoidance of
doubt, in the event that the Closing does not proceed for whatever reasons, each Party shall
bear its own cost costs and expenses incurred in connection with the transactions contemplated
hereby.12.11
    
    Further Assurances. Each of the Parties shall execute such documents and perform
such further acts (including, without limitation, obtaining any consents, exemptions,
authorizations, or other actions by, or giving any notices to, or making any filings with, any
Governmental Authorities or any other Person) as may be reasonably required or desirable to
carry out or to perform the provisions of this Agreement.12.12
    
    No Strict Construction. The Parties hereto have participated jointly in the
negotiation and drafting of this Agreement and the other Transaction Documents. In the event
an ambiguity or question of intent or interpretation arises under any provision of this
Agreement or any Transaction Document, this Agreement or such other Transaction Document shall
be construed as if drafted jointly by the parties thereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement or any other Transaction Document.12.13
    
    Confidential and Non-Disclosure.
 (a)
    
    Disclosure of Terms. Each Party hereto acknowledges that the terms
and conditions (collectively, the Agreement Terms) of this Agreement, the
other Transaction Documents, and all exhibits, restatements and amendments hereto
and thereto, including their existence, shall be considered confidential information
and shall not be disclosed by it to any third party except in accordance with the
provisions set forth below. Each Investor agrees with the Company that it will keep
confidential and will not disclose or divulge, any information which each Investor
obtains from the Company, pursuant to financial statements, reports, presentations,
correspondence, and any other materials provided by the Company to, or
communications between the Company and, the Investors, or pursuant to information
rights granted under the Shareholders Agreement or any other related documents,
unless the information is known, or until the information becomes known, to the
public through no fault of the Investors, or unless the Company gives its written
consent to the Investors release of the information.(b)
    
    Press Releases. Unless otherwise required by applicable laws or
applicable stock exchange, within sixty (60) days of the Closing, the Company may
issue a press release disclosing that the Investors has invested in the Company
provided that (a) the release does not disclose any of the Agreement Terms, (b) the
press release discloses only the entire amount invested in the investment round,
without disclosing the amount invested by the Investors, and (c) the final form of
the press release is approved in
 43




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##### 



advance in writing by the Investors. Upon each Investors prior written consent
(including but not limited to a letter, e-mail or fax), such Investors
name and the fact that such Investor is a shareholder in the Company can be
included in a reusable press release boilerplate statement, provided that the
boilerplate statement is reproduced in exactly the form in which it was approved.
No other announcement regarding the Investors in a press release, conference,
advertisement, announcement, professional or trade publication, mass marketing
materials or otherwise to the general public may be made without the
Investors prior written consent. Each Investor confirms and agrees that
without the prior written consent of the Company, neither Investor shall issue any
press release describing the Closing.(c)
    
    Permitted Disclosures. Notwithstanding anything in the foregoing
to the contrary,
 (i)
    
    the Company may disclose any of the Agreement Terms in
commercially reasonable manners to its directors, officers, employees,
shareholders, lenders, accountants, auditors, insurers, business or financial
advisors, and attorneys, in each case only where such persons or entities are
under appropriate nondisclosure obligations imposed by professional ethics,
law or otherwise;(ii)
    
    the Company may disclose any of the Agreement Terms in
commercially reasonable manners in connection with the Qualified IPO in
accordance with the applicable Laws and stock exchange rules and practices;(iii)
    
    the Founding Entity may disclose any of the Agreement
Terms in commercially reasonable manners to the extent required by the U.S.
securities laws and regulations applicable to it;(iv)
    
    the Investors and its fund manager may disclose its
investment in the Company to third parties or to the public and in relation
thereto may use the Companys logo and trademark in commercially reasonable
manners and may include links to the Companys website (without requiring the
Companys further consent). If it does so, the other parties shall have the
right to disclose to third parties any such information disclosed in a press
release or other public announcement by the Investors.
 (d)
    
    the Investors shall have the right to disclose:
 (i)
    
    any information to the Investors Affiliate, the
Investors and/or its fund managers and/or its Affiliates legal
counsel, fund manager auditor, insurer, accountant, consultant or to an
officer, director, general partner, limited partner, its fund manager,
shareholder, investment counsel or advisor, or employee of the Investors, its
fund managers, its investors, or any of their respective Affiliates;
provided, however, that any counsel, auditor, insurer,
accountant, consultant, officer, director, general partner, limited partner,
fund manager, shareholder, investment counsel or advisor, or employee shall
be advised of the confidential
 44




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##### 



nature of the information or are under appropriate non-disclosure obligation
imposed by professional ethics, law or otherwise;(ii)
    
    any information for fund and inter-fund reporting purposes;(iii)
    
    any information as required by law, government
authorities, exchanges and/or regulatory bodies, including by the U.S.
Securities and Exchange Commission (or equivalent for other venues);(iv)
    
    any information to bona fide prospective
Investors/investors of any share, security or other interests in the Company;(v)
    
    any information contained in press releases or public
announcements of the Company pursuant to Section 12.13(b) above.
 (e)
    
    the confidentiality obligations set out in this Section 12.13 do not apply
to:
 (i)
    
    information which was in the public domain or otherwise
known to the relevant party before it was furnished to it by another party
hereto or, after it was furnished to that party, entered the public domain
otherwise than as a result of (i) a breach by that party of this Section
12.13 or (ii) a breach of a confidentiality obligation by the discloser,
where the breach was known to that party;(ii)
    
    information the disclosure of which is necessary in order
to comply with any applicable law, the order of any court, the requirements
of a stock exchange or to obtain tax or other clearances or consents from any
relevant government authority; or(iii)
    
    information disclosed by any Director or Observer of the
Company to its appointer or any of its Affiliate or otherwise in accordance
with the foregoing provisions of this Section 12.13.
 12.14
    
    No Other Agreement. Section 12.13 constitutes the entire agreement between the
parties as to the matter of confidentiality and supersedes the separate nondisclosure
agreements executed by the Company with the Investors (and/or its Affiliates) with respect to
the transactions contemplated herein.
 [SIGNATURE PAGE FOLLOWS]
 45




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##### 



IN WITNESS WHEREOF
 COMPANY:LDK Silicon & Chemical Technology Co., Ltd.By: 
Name:
    
    /s/ Peng Xiaofeng

PENG XiaofengTitle:
    
    ChairmanFOUNDING ENTITY:LDK Solar Co., Ltd.By: 
Name:
    
    /s/ Peng Xiaofeng

PENG XiaofengTitle:
    
    Chairman / CEOHONG KONG SUBSIDIARYLDK Silicon Holding Co., Limited.By: 
Name:
    
    /s/ Peng Xiaofeng

PENG XiaofengTitle:
    
    Chairman




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##### 



IN WITNESS WHEREOF
 Jiangxi LDK PV Silicon Technology Co., Ltd.By: 
Name:
    
    /s/ Peng Xiaofeng

PENG XiaofengTitle:
    
    ChairmanJiangxi LDK Solar Polysilicon Co., Ltd.By: 
Name:
    
    /s/ Peng Xiaofeng

PENG XiaofengTitle:
    
    ChairmanJiangxi LDK Solar High-Tech Co., Ltd.By: 
Name:
    
    /s/ Peng Xiaofeng

PENG XiaofengTitle:
    
    Chairman




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##### 



IN WITNESS WHEREOF
 FOUNDER:PENG Xiaofeng/s/ Peng Xiaofeng




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##### 



IN WITNESS WHEREOF
 INVESTORS:China Development Bank Capital Corporation Ltd.By: 
Name:
    
    /s/ Zhang Xuguang

ZHANG XuguangTitle:
    
    Executive Director / President




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##### 



IN WITNESS WHEREOF
 INVESTORS:Excel Rise Holdings LimitedBy: 
Name:
    
    /s/ Alvin Li

Alvin LITitle:
    
    DirectorProsper East LimitedBy: 
Name:
    
    /s/ Zhang Jianwen

ZHANG JianwenTitle:
    
    Director




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##### 



IN WITNESS WHEREOF
 INVESTORS:Oxygen Infrastructure Investment LimitedBy: 
Name:
    
    /s/ Xia Xiaoning

XIA XiaoningTitle:
    
    Director




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##### 



SCHEDULE 1
 KEY EMPLOYEES
 No.
    
    Name
    
    Title1.
    
    Goran Bye
    
    CEO2.
    
    Zhu Bing
    
    CFO3.
    
    Keith Adams
    
    Chief Engineer4.
    
    Lin Qingyun
    
    Executive Deputy Factory Director5.
    
    Huang Weixing
    
    Executive Deputy Factory Director6.
    
    Tian Xinyan
    
    Factory Director7.
    
    Sun Bing
    
    Deputy Chief Engineer8.
    
    Yu Li
    
    Factory Director Assistant9.
    
    Shi Anping
    
    Factory Director Assistant10.
    
    Chen Jiyang
    
    Deputy Factory Director11.
    
    Wang Hui
    
    Deputy Factory Director




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##### 



SCHEDULE 2
 INVESTORS
 Number of Series AName of
    
    Preferred Shares
    
    AggregateInvestors
    
    Subscribed at Closing
    
    Subscription Price
    
    Address for NoticeChina Development
Bank Capital
Corporation Ltd.
    
    
    150,000,000
    
    
    US$150,000,000
    
    China Development Bank
Capital Corporation Ltd.
Unit 1111, No. 7,
Financial Street Xicheng
District, Beijing
Tel No.: +(86 10) 5887 8524
Fax No.: +(86 10) 6655 3276
Attention: Ms. GAO YaExcel Rise Holdings Limited
    
    
    30,000,000
    
    
    US$30,000,000
    
    CCB International Asset
Management Limited
34/F., Two Pacific Place,
88 Queensway, Admiralty,
Hong Kong
Hong Kong Tel No.: +852
2532 6100
Fax No.: +852 2537 4008
Attention: Mr. Leon LiProsper East Limited
    
    
    10,000,000
    
    
    US$10,000,000
    
    CCB International Asset
Management Limited
34/F., Two Pacific Place,
88 Queensway, Admiralty,
Hong Kong Hong Kong Tel No.: +852
2532 6100
Fax No.: +852 2537 4008
Attention: Mr. Leon LiOxygen Infrastructure Investment Limited
    
    
    50,000,000
    
    
    US$50,000,000
    
    CITP Advisors (Hong Kong)
Limited
26/F Bank of China Tower,
1 Garden Road, Central,
Hong Kong.
Phone: +(852) 3988 6161
Fax No.: + (852) 3988 6150
Attention: Dr. XIA XiaoningTotal
    
    
    240,000,000
    
    
    US$240,000,000




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##### 



SCHEDULE 3
 CAPITALIZATION TABLE
 Security
    
    Holder
    
    
    Number of SharesOrdinary Shares
    
    LDK Solar Co., Ltd.
    
    
    1,060,000,000Sub Total
    
    
    
    
    
    
    1,060,000,000Series A Preferred Shares
    
    China Development Bank Capital Corporation Ltd.
    
    
    150,000,000Excel Rise Holdings Limited
    
    
    30,000,000Prosper East Limited
    
    
    10,000,000Oxygen Infrastructure Investment Limited
    
    
    50,000,000Sub Total
    
    
    
    
    
    
    240,000,000Total
    
    
    
    
    
    
    1,300,000,000




---



##### 



EXHIBIT A
 FORM OF LETTER OF COMMITMENT AND NON-COMPETITION
 [Date]
LDK Silicon & Chemical Technology Co., Ltd.
(the Company)
Attn: [ ]
Re: Letter of Commitment and Non-Compete
  
 1.
    
    I will refrain from acting in other positions, engage in any other job, or
receive financial benefit or advantage from others during the period of time between
the date hereof and the earlier of (a) at least one (1) year after the closing of a
Qualified IPO (as such term is defined in the Companys Memorandum and Articles of
Association) undertaken by the Company, (b) the date of my resignation from the
Company, provided that such resignation is for cause or is approved by the board of
directors of the Company, or (c) such time as an alternative arrangement is agreed
upon between myself and the Company (the Commitment Period). During the Commitment
Period, I shall devote use my best efforts to promote the interest and business of the
Company and/or the affiliates of the Company.2.
    
    I will comply with the policies, standards, rules and regulations of the
Company, and any additions or amendments to such policies, standards, rules or
regulations established by the Company from time to time.3.
    
    I further agree that I will, while performing services for the Company:
 a
    
    exercise due care as would a good administrator or manager
and be faithful and diligent in performing my services to the Company;b
    
    except for the business needs of the Company, as expressly
authorized by the Company, not unilaterally act on behalf of or in the name
of the Company; andc
    
    hold in confidence and not disclose to others any
information relating to my compensation.
 4.
    
    I hereby agree not to, during the Commitment Period and for a period ending
one (1) year from the date of expiration of the Commitment Period (the Period of
Non-Competition), directly or indirectly engage in any business activities in




---



##### 



competition with the Company or subsidiaries of the Company, whether such engagement
is as a partner, investor (other than as a holder of less than one percent (1%) of the
outstanding capital stock of a publicly traded company), consultant, adviser, agent,
employee or otherwise, nor to offer employment to or employ, for myself or on behalf
of any then competitor of the Company or an affiliate of the Company, any person who
at any time six (6) months preceding the first day of the Period of Non-Competition
shall have been employed or contracted by the Company or any affiliate of the Company.5.
    
    I will not, during the Period of Non-Competition, directly or indirectly
induce employees, consultants or directors of the Company or any affiliate of the
Company, to engage in activities hereby prohibited to me or to terminate their
services or employment with the Company or any affiliate of the Company.6.
    
    In the event of a violation of my non-competition obligations hereunder, the
term of the Period of Non-Competition shall be tolled effective the date of the first
violation whether known or unknown by the Company or any affiliate of the Company and
shall commence to run only upon the grant of relief to the Company or any affiliate of
the Company by a court of competent jurisdiction for all damages incurred by the
Company or any affiliate of the Company, whether equitable or at law, with the term of
the Period of Non-Competition reduced only by the time between the date of the
expiration or termination of the employment agreement and the date of first violation
by me.7.
    
    I hereby acknowledge and agree that the consideration paid by the Company for
my non-competition agreement, including any monies received by me due to the provision
of services to the Company, has been negotiated at arms length and is adequate and
reasonable to compensate me for my obligation not to compete with the Company and/or
any affiliate of the Company, and will not be contested in any dispute between the
Parties concerning the enforceability of such agreement or this letter. I further
agree and declare that if any of such restrictions shall be adjudged to be void as
going beyond what is reasonable in all the circumstances for the protection of the
interests of the Company but would be valid if part of the wording thereof were
deleted or the periods thereof reduced or the range of activities or area dealt with
thereby reduced in scope the said restriction shall apply with such modifications as
may be necessary to make it valid and effective.8.
    
    During the Commitment Period, and for a period of two years thereafter, I
will not use, disclose, publish or otherwise disseminate any Confidential Information
(as defined herein) to any person, firm, company, association or other entity for any
reason or purpose whatsoever, except as necessary for the performance of my duties for
the Company and/or an affiliate of the Company. Notwithstanding the foregoing, I will
not have confidentiality obligations hereunder to the extent that the Confidential
Information (i) is now in the public domain, or hereafter enters the public domain
other than through a breach of the provisions hereof or of a confidential relationship
with the Company and/or an affiliate of the Company, or (ii) is legally required to be
disclosed by any judicial or administrative body having authority to compel such
disclosure. I will use my best efforts to notify the Company in writing prior to
disclosing any documents pursuant to court order so that the Company and/or the
affiliate of the




---



##### 



Company may have sufficient time to contest such court order. For purpose hereof,
Confidential Information includes any and all information that has been created,
discovered, or developed by, or otherwise become known to the Company and/or any
affiliate of the Company (including, without limitation, information created,
discovered, developed or made known to the Company and/or any affiliate of the Company
by me during the course of my service to the Company and/or any affiliate of the
Company) or in which property rights have been or may be assigned or otherwise
conveyed to the Company or any affiliate of the Company, which information has
commercial value to the Company or any affiliate of the Company and is treated by the
Company or any affiliate of the Company as confidential, is confidential and
proprietary information belonging solely to the Company or the relevant affiliate of
the Company. Confidential Information shall include, but shall not be limited to, all
product designs and other information concerning the Company or an affiliate of the
Company, their business or the business of any of their customers, their business
plans and projects, computer programs, know-how, improvements, marketing plans,
pricing, strategies, forecasts, budgets, projections, developments, manufacturing
information, technical and engineering information, information regarding procurement,
sale activities, credit and financial data, customer lists, trade secrets, patents,
copyrights and all other inventions, ideas, original works or authorships and
discoveries whether patentable, copyrightable or not, which are created, learned or
accessible to the Employee in connection with his provision of services to the
Company.9.
    
    I agree that, other than is necessary to fulfill my responsibilities to the
Company and/or any affiliates of the Company, I will not remove or have removed from
the Company or an affiliate of the Companys premises any notebooks, reports, letters,
manuals, listings, data, data bases, drawings, blueprints, notes, sketches, materials,
references, memoranda, documentation, or other materials, directly or indirectly
relating to any Confidential Information, including all copies of such material,
whether in hard copy, electronic media or in any other form belonging to the Company
or an affiliate of the Company, or their customers, without first obtaining the
written consent of the Company or the relevant affiliate of the Company, as the case
may be.10.
    
    Without requesting additional compensation from the Company and/or the
relevant affiliate of the Company, I will sign and execute all documents and other
papers and otherwise fully cooperate with the Company and the affiliates of the
Company to carry out the intent of this letter.




---



##### 



EXHIBIT B
 DISCLOSURE SCHEDULE
  Preliminary
 (A)
    
    The section numbers under the heading of Specific Disclosures in this Disclosure Schedule
correspond to the section numbers in the Series A Preferred Shares Subscription Agreement (the
Agreement) dated as of December 30, 2010, made and entered into by and among LDK
Silicon & Chemical Technology Co., Ltd., an exempted company with limited liability organized
and existing under the laws of the Cayman Islands. (the Company), LDK Solar Co.,
Ltd., an exempted company with limited liability organized and existing under the laws of the
Cayman Islands (the Founding Entity), LDK Silicon Holding Co., Limited, a company
duly incorporated and validly existing under the laws of Hong Kong (the Hong Kong
Subsidiary), Jiangxi LDK PV Silicon Technology Co., Ltd. (PV Silicon), Jiangxi
LDK Solar Polysilicon Co., Ltd. (LDK Solar Polysilicon), and Jiangxi LDK Solar
High-Tech Co., Ltd. (the Solar High-Tech), three companies with limited liability
organized and existing under the laws of the PRC, Peng Xiaofeng (the Founder), and
China Development Bank Capital Corporation Ltd., a company with limited liability organized
and existing under the laws of the PRC (the CDBC) and other entities the particulars
of which are set forth in the Schedule of Investors attached hereto as Schedule 2
(each of CDBC and such entities, an Investor and collectively, the
Investors); provided, however, that any information disclosed herein under any
section number shall be deemed to be disclosed and incorporated in any other section of the
Agreement where it is reasonably apparent on the face of such disclosure that it would be
applicable. References to any document do not purport to be complete and are qualified in
their entirety by the document itself.(B)
    
    Defined terms, unless otherwise defined herein, have the meanings as ascribed thereto in the
Agreement. This Disclosure Schedule constitutes an integral part of the Agreement.(C)
    
    Each item of disclosure (both general and specific) in this Disclosure Schedule, as may be
amended and supplemented from time to time subject to the prior written consent and
satisfaction of the Investors, is to be treated as qualifying each representation and warranty
of each Warrantor to which such item of disclosure reasonably relates. Each item of
disclosure in this Disclosure Schedule shall apply at the time hereof and at all times from
and after the date hereof until the Closing.
 General Disclosures
  (a)
    
    All information contained in the Agreement and the Disclosure Schedule to the Agreement.
 Specific Disclosures
 Section 5.3(d) Governmental Authorization; Third Party Consents




---



##### 




    
    Reporting by the Founding Entity of the transactions contemplated in the Agreement pursuant
to the U.S. securities laws; and
    
    Filing of this Agreement with the U.S. Securities and Exchange Commission pursuant to the
U.S. securities laws.
    
    The purchase of the 100% equity interest of PV Silicon and LDK Solar Polysilicon by Hong
Kong Subsidiary shall be approved by Commerce Department of Jiangxi Province.
    
    Mr. Xiaofeng Peng must update the registration with SAFE in connection with the change of
his equity interest in the Company and the change of the Companys share capital as a result
of the offering of the Series A Preferred Shares.
 Section 5.3(g) Litigation
  
    
    Securities class action lawsuit resulting from allegations of incorrect inventory reporting
by the former financial controller of the Founding Entity
   2




---



##### 



Section 5.3(l) Title to Properties and Assets
  
    
    The Assets and Properties of LDK Solar Polysilicon and PV Silicon are subject to mortgages
as a result of the borrowings by Solar High-Tech or the Group Member:
 GuaranteeContract
    
    Amount
    
    
    
    
    
    Maturity
    
    Type of
    
    ContractNo
    
    Borrower
    
    Lender
    
    Number
    
    (RMB)
    
    Initiate Date
    
    Date
    
    Guarantee
    
    Number
    
    Guarantee1.
    
    Solar High-Tech
    
    Export-Import Bank
    
    
    2010001022010110760
    
    
    420 million
    
    
    2010.6.23
    
    
    
    2011.6.22
    
    
    Land Use Right
    
    (2010) 
Jinchuyin 
(Huxindi)011
    
    PV Silicon2.
    
    Solar High-Tech
    
    Bank of Communications
    
    
    A101A09189
    
    
    200 million
    
    
    2009.10.30
    
    
    
    2011.10.29
    
    
    Equipment
    
    _____
    
    PV Silicon3.
    
    Solar High-Tech
    
    Construction Bank
    
    
    LDK-LD2010-001
    
    
    198 million
    
    
    2010.4.16
    
    
    
    2011.4.15
    
    
    Equipment
    
    DJG-DY2010-001
    
    LDK Solar Polysilicon4.
    
    PV Silicon
    
    Construction Bank
    
    
    LDK-GFG-GD20080717
    
    
    250 million
    
    
    2008.7.17
    
    
    
    2012.7.16
    
    
    Equipment/Land Use Right
    
    LDK-GFG-DY20080717
    
    Solar High-Tech/PV
 Silicon5.
    
    LDK Solar Polysilicon
    
    Agricultural Bank
    
    
    36010120100000258
    
    
    200 million
    
    
    2010.12.24
    
    
    
    2013.12.23
    
    
    Equipment/Guaranty
    
    361002201000
02152/361001
20100001340
    
    LDK Solar 
Polysilicon/Solar 
High-Tech
 
    
    The real properties of LDK Solar Polysilicon and PV Silicon, for which LDK Solar
Polysilicon and PV Silicon are still in the process of applying the licenses:
 For LDK Solar Polysilicon:
 3




---



##### 



No
    
    Type of Constructions
    
    sq.m
    
    Note1
    
    Dormitory
    
    
    4756.532
    
    Dormitory
    
    
    4756.533
    
    Dormitory
    
    
    4756.53
    
    
    Currently in the application process of Use Land Right and the Real Estate Certificate4
    
    Dormitory
    
    
    4756.535
    
    Canteen
    
    
    7223.99For LDK PV Silicon:No
    
    Type of Constructions
    
    sq.m
    
    Note1
    
    Dormitory #1
    
    
    4708.172
    
    Dormitory #2
    
    
    4708.173
    
    Dormitory #3
    
    
    4708.174
    
    Dormitory #4
    
    
    4708.175
    
    Dormitory #8
    
    
    4708.176
    
    Canteen
    
    
    7223.97
    
    Plant A
    
    
    2395.588
    
    Plant B
    
    
    2395.589
    
    Firehouse
    
    
    1439.4510
    
    Spares Warehouse
    
    
    9928.211
    
    High Danger Warehouse
    
    
    1991
    
    
    Currently in the application process of applying for the Real Estate Certificate12
    
    Chemicals Warehouse
    
    
    391813
    
    Plant C
    
    
    132.0614
    
    Plant D
    
    
    113.0915
    
    Diesel Electricity Generation Plant
    
    
    51.416
    
    Plant E
    
    
    369.4217
    
    Salt Warehouse
    
    
    2061.718
    
    Water Circulation Plant
    
    
    197.2219
    
    Plant 35KV
    
    
    627.220
    
    Plant DCS
    
    
    548.521
    
    Plant F
    
    
    244.722
    
    Plant G
    
    
    72223
    
    Plant H
    
    
    442.15
 4




---



##### 



No
    
    Type of Constructions
    
    sq.m
    
    Note24
    
    Plant I
    
    
    562.1825
    
    Plant HCL
    
    
    168.5326
    
    Plant J
    
    
    463.127
    
    Plant K
    
    
    276.528
    
    Steam Plant
    
    
    283.529
    
    Packaging Plant
    
    
    361.2530
    
    Office Building
    
    
    2068.9431
    
    Canteen
    
    
    346.532
    
    Boiler Plant
    
    
    2427.77
    
    
    Currently in the process of Completion Record and Real Estate Certificate application33
    
    Repair Plant
    
    
    2517.1234
    
    Plant L
    
    
    8102.32
 Section 5.3(m) Leasehold Interests
 
    
    None.
 Section 5.3(n) Asset and Property
 
    
    None.
 Section 5.3(o) Investigation
 
    
    None.
 Section 5.3(p) Use of Real Property
 
    
    None.
 5




---



##### 



Section 5.3(u) Absence of Certain Changes or Events
  Company
    
    Material EventSeptember 2000, 1.825 billion yuan equipment budget of the second production line is transferred to fixed assets, except for some equipments of synthesis workshopOctober 2010, entered into a long term contract with BYD for 3000 mt productOctober 2010, 718 million yuan budget of equipment of synthesis is transferred to fixed assetsNovember 2010 (CHINES CHARACTER), 0.2 billion yuan budget of some Hydrogen furnaces of the third production line is transferred to fixed assetsOctober 2010, paid 8.54 million corporate income tax
November 2010, paid 27.42 million corporate income taxPV Silicon
    
    October and November 2010  158 million service fee paid to Fulu Company; 12.65 million arrears paid to Chengda Company; 27 million paid to Zhonghua Construction No. 3 Company; 25.50 million paid to Jiangdu Construction Company; 29.75 million goods fee paid to GT; 22.69 million air-condition fee; 24 million goods fee paid to York Wuxi. December 2010, entered into a long term 2000 mt Polysilicon Contract with Shangxi Luan Company.
  
    
    None
  
    
    None
  
    
    None
  
    
    None
 6




---



##### 




    
    None
  
    
    According to the approval from Department of Commerce of JiangXi Province on October 21,
2010, the shareholders of PV Silicon, Solar High-Tech and Founding Entity, respectively
transferred their holdings of PV Silicon 55%, 30% of the share to the Company. As to the
ownership structure of PV Silicon after the aforesaid Equity Transfer, the Company held its
85% stake, while Jiangxi Trust held its 15% stake.
    
    According to the approval from Department of Commerce of JiangXi Province on December 10,
2010, the shareholder of PV Silicon, Jiangxi Trust transferred its holdings of PV Silicon 15%
of its share to the Solar High-Tech. As to the ownership structure of PV Silicon after the
aforesaid Equity Transfer, the Company held its 85% stake, while Solar High-Tech held its 15%
stake.
    
    According to the approval from Department of Commerce of JiangXi Province on October 21,
2010, the shareholders of LDK Solar Polysilicon, Solar High-Tech and Founding Entity,
respectively transferred their holdings of LDK Solar Polysilicon 70%, 30% of the share to the
Company. As to the ownership structure of LDK Solar Polysilicon after the aforesaid Equity
Transfer, the Company held its 100% stake.
  
    
    None.
  
    
    None.
  
    
    None.
  
    
    None
 7




---



##### 



Section 5.3(w) Corporate Details of Group Members
  Registered Capital ( orName
    
    Authorized Share Capital)
    
    Shareholders
    
    Equity InterestLDK Silicon & Chemical Technology Co., Ltd.
    
    $50,000 divided into 50,000 shares of a nominal par value of $1.00 per share
    
    1 ordinary share is issued to LDK Solar Co., Ltd.
    
    LDK Solar Co., Ltd. (100%)LDK Silicon Holding Co., Limited
    
    HK$10,000 divided into 10,000 shares of a nominal par value of HK$1.00 per share
    
    1 ordinary share is issued to LDK Silicon & Chemical Technology Co., Ltd.
    
    LDK Silicon & Chemical Technology Co., Ltd. (100%)LDK Silicon Holding Co., Limited Jiangxi LDK PV Silicon Technology Co., Ltd.
    
    $241,400 thousand
    
    LDK Silicon & Chemical Technology Co., Ltd. Solar High-Tech
    
    LDK Silicon & Chemical Technology Co., Ltd.(85%) Solar High-Tech(15%)Jiangxi LDK Solar Polysilicon Co., Ltd.
    
    $107,110 thousand
    
    LDK Silicon & Chemical Technology Co., Ltd.
    
    LDK Silicon & Chemical Technology Co., Ltd. (100%)
 Section 5.3(cc) Patents, Trademarks, Etc
  
    
    On December 7, 2009, Solar High-Tech donated a patent application, which is about
multicrystalline processing (application No. 200810107025.6), to the PV Silicon. Pending
approval is in the process for the aforesaid patent application title transfer.
    
    On March 4, 2009, PV Silicon submitted an application for patent, which is about
multicrystalline processing (application No. 200910114990.0). The State Intellectual Property
Office has accepted the aforesaid application on March 5th, 2009, and the application has been
in the substantive review process.
 Section 5.3(hh) Labor Relations
  
    
    None, other than the pending payment of Housing Fund of LDK Solar Polysilicon and PV
Silicon subject to the communication with the related government institution.
 5.3(ii) Affiliate Transactions
 8




---



##### 




    
    guarantees or warranties among the Group and the affiliate as of the end of November, 2010:
 Principle
    
    GuaranteeMaturity
    
    Amount
    
    Amount
    
    Type ofBorrower
    
    Lender
    
    Initiate Date
    
    Date
    
    (RMB)
    
    (RMB)
    
    Guarantee
    
    GuaranteeSolar High-Tech
    
    Export-Import Bank
    
    
    2010.6.25
    
    
    
    2011.6.22
    
    
    
    420,000,000
    
    
    
    250,000,000
    
    
    Land Use Right
    
    PV SiliconBank of Communications
    
    
    2009.10.30
    
    
    
    2011.10.29
    
    
    
    200,000,000
    
    
    
    150,000,000
    
    
    Equipment
    
    PV SiliconBank of Ganzhou
    
    
    2010.3.29
    
    
    
    2011.3.29
    
    
    
    70,000,000
    
    
    
    70,000,000
    
    
    Corporate Guarantee
    
    PV SiliconBank of Ganzhou
    
    
    2010.3.29
    
    
    
    2011.3.29
    
    
    
    50,000,000
    
    
    
    50,000,000
    
    
    Corporate Guarantee
    
    PV SiliconConstruction Bank
    
    
    2010.4.13
    
    
    
    
    
    
    
    198,000,000
    
    
    
    202,446,700
    
    
    Equipment
    
    LDK Solar PolysiliconChina Huarong Financial Leasing Co., Ltd
    
    
    2008.12.12
    
    
    
    2011.12.15
    
    
    
    90,000,000
    
    
    
    90,000,000
    
    
    Corporate Guarantee
    
    LDK Solar PolysiliconChina Huarong Financial Leasing Co., Ltd
    
    
    2008.12.23
    
    
    
    2011.12.15
    
    
    
    210,000,000
    
    
    
    210,000,000
    
    
    Corporate Guarantee
    
    LDK Solar PolysiliconPV Silicon
    
    Construction Bank
    
    
    2008.7.17
    
    
    
    2012.7.16
    
    
    
    250,000,000
    
    
    
    191,548,000
    
    
    Equipment/ Land Use Right
    
    Solar High-Tech /PV SiliconChina Merchants Bank
    
    
    2010.5.24
    
    
    
    2011.5.23
    
    
    
    
    
    
    
    400,000,000
    
    
    
    
    Solar High-TechChina Huarong Financial Leasing Co., Ltd
    
    
    2009.12.17
    
    
    Two years after the Maturity Date
    
    
    100,000,000
    
    
    
    100,000,000
    
    
    Corporate Guarantee
    
    Solar High-Tech、LDK Solar PolysiliconChina Huarong Financial Leasing Co., Ltd
    
    
    2009.12.17
    
    
    Two years after the Maturity Date
    
    
    200,000,000
    
    
    
    200,000,000
    
    
    Corporate Guarantee
    
    Solar High-Tech、LDK Solar PolysiliconAgricultural Bank of China
    
    
    2010.12.9
    
    
    
    2012.12.8
    
    
    
    250,000,000
    
    
    
    
    
    
    
    
    Solar High-TechLDK Solar Polysilicon
    
    China Merchants Bank
    
    
    2010.5.24
    
    
    
    2011.5.23
    
    
    
    
    
    
    
    100,000,000
    
    
    
    
    Solar High-Tech
 
    
    the advanced payment received by the Group from affiliate as of the end of November,
2010:
 Company
    
    Advanced Receipt Balance Amount (RMB)PV Silicon
    
    6,564,463,178.56LDK Solar Polysilicon
    
    533,172,696.91
 9




---



##### 



Section 5.3(jj) Governmental Licenses
  
    
    The licenses for the business of the Group
 10




---



##### 



EnvironmentalProtectionEnvironment Effect
    
    Completion
    
    Safe Facilities Design
    
    Progress ofNo.
    
    Company
    
    Project Name
    
    Project Approval
    
    Report
    
    Investigation
    
    Investigation
    
    the Project
    
    Note1
    
    PV Silicon
    
    500-ton high-purity silicon project
    
    Yu Fa Gai Wai 
Jing Zi [2007] 185
    
    Yu Huan Shen Zi [2008] 54
    
    In the Process
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    Done
    
    In the process of Trial Production Record2
    
    PV Silicon
    
    1000-ton high-purity silicon project
    
    Gan Fa Gai Wai Zi Zi [2007]1686
    
    Gan Huan Du Zi [2007] 385
    
    In the Process
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    Done
    
    In the process of Trial Production Record3
    
    PV Silicon
    
    1000-ton high-purity silicon project II
    
    Gan Fa Gai Wai Mao Zi Zi [2008] 1177
    
    Gan Huan Du Zi [2008] 455
    
    In the Process
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    Done
    
    In the process of Trial Production Record4
    
    PV Silicon
    
    1000-ton high-purity polysilicon project
    
    Gan Fa Gai Wai Zi Zi [2008] 1410
    
    Gan Huan Du Zi [2009] 74
    
    In the Process
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    Done
    
    In the process of Trial Production Record5
    
    PV Silicon
    
    500-ton high-purity polysilicon project
    
    Yu Fa Gai Wai Jing Zi [2008] 337
    
    Yu Huan Shen Zi [2008] 136
    
    In the Process
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    Done
    
    In the process of Trial Production Record6
    
    PV Silicon
    
    1000-ton high-purity polysilicon project
    
    Gan Fa Gai Wai Zi Zi [2008] 1497
    
    Gan Huan Du Zi [2009] 153
    
    In the Process
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    Done
    
    In the process of Trial Production Record7
    
    PV Silicon
    
    1000-ton high-purity polysilicon project
    
    Gan Fa Gai Wai Zi Zi [2008] 1678
    
    Gan Huan Du Zi [2009] 155
    
    In the Process
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    Done
    
    In the process of Trial Production Record8
    
    PV Silicon
    
    1000-ton high-purity polysilicon expansion project
    
    Gan Fa Gai Wai Zi Zi [2009] 267
    
    Gan Huan Du Zi [2009] 389
    
    In the Process
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    Done
    
    In the process of Trial Production Record




---



##### 



EnvironmentalProtectionEnvironment Effect
    
    Completion
    
    Safe Facilities Design
    
    Progress ofNo.
    
    Company
    
    Project Name
    
    Project Approval
    
    Report
    
    Investigation
    
    Investigation
    
    the Project
    
    Note9
    
    PV Silicon
    
    1000-ton high-purity polysilicon expansion project
    
    Gan Fa Gai Wai Zi Zi [2009] 487
    
    Gan Huan Du Zi [2009] 404
    
    In the Process
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    Done
    
    In the process of Trial Production Record10
    
    PV Silicon
    
    1000-ton high-purity polysilicon expansion project
    
    Gan Fa Gai Wai 
Zi Zi [2009] 606
    
    Gan Huan Ping Zi 2009] 407
    
    In the Process
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    Done
    
    In the process of Trial Production Record11
    
    PV Silicon
    
    1000-ton high-purity polysilicon expansion project
    
    Gan Fa Gai Wai Zi Zi [2009] 1124
    
    Gan Huan Ping Zi 2009] 407
    
    In the Process
    
    Safe Facilities Design Investigation Approval Gan An Wei Hua Project Shen Zi [2010] 442
    
    Done
    
    Trial Production Filing (Gan An Jian Wei Hua Project Bei Zi [2010] 074]12
    
    PV Silicon
    
    1000-ton high-purity polysilicon expansion project
    
    Gan Fa Gai Wai Zi Zi [2009] 1660
    
    Gan Huan Ping Zi 2009] 408
    
    Pending application
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    CIP13
    
    PV Silicon
    
    1000-ton high-purity polysilicon expansion project
    
    Gan Fa Gai Wai Zi Zi [2009] 1662
    
    Gan Huan Ping Zi 2009] 408
    
    Pending application
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    CIP14
    
    PV Silicon
    
    1000-ton high-purity polysilicon expansion project
    
    Gan Fa Gai Wai Zi Zi [2009] 1664
    
    Gan Huan Ping Zi 2009] 408
    
    Pending application
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    CIP15
    
    PV Silicon
    
    1000-ton high-purity polysilicon expansion project
    
    Gan Fa Gai Wai Zi Zi [2009] 1666
    
    Gan Huan Ping Zi 2009] 408
    
    Pending application
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    CIP16
    
    PV Silicon
    
    1000-ton high-purity polysilicon expansion project
    
    Gan Fa Gai Wai Zi [2009] 1668
    
    Gan Huan Ping Zi 2009] 408
    
    Pending application
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    CIP
 12




---



##### 



EnvironmentalProtectionEnvironment Effect
    
    Completion
    
    Safe Facilities Design
    
    Progress ofNo.
    
    Company
    
    Project Name
    
    Project Approval
    
    Report
    
    Investigation
    
    Investigation
    
    the Project
    
    Note17
    
    PV Silicon
    
    15000-ton semi-conductor-purity polysilicon project
    
    Pending application
    
    Gan Huan Du Zi [2009] 390
    
    Pending application
    
    Safe Facilities Design Investigation Approval (Gan An Wei Hua Project Shen Zi [2010] 442
    
    Not yet started18
    
    PV Silicon
    
    15000 ()() 16109()
    
    Yu Fa Gai Wai Jing Zi [2008] 169
    
    Yu Huan Shen Zi [2009] 14
    
    In the Process
    
    Gan An Jian Wei Hua Project Shen Zi [2008] 182 (Construction Project Safety Permit)
    
    Trial production
    
    Trial Production Filing (Gan An Jian Wei Hua Project Bei Zi [2010] 046)Safe Facilities Safety Investigation (Gan An Jian Wei Hua Project Shen Zi [2009] 315)19
    
    PV Silicon
    
    3*(3000+1500) Kw electricity generation
    
    Yu Fa Gai Wai Jing Zi [2009] 163
    
    Yu Huan Shen Zi [2009] 33
    
    Pending application
    
    Not applicable
    
    Not yet started20
    
    LDK Solar Polysilicon
    
    300-ton high-purity polysilicon project
    
    Yu Fa Gai Wai Jing Zi [2007] 287
    
    Yu Huan Shen Zi [2008] 55
    
    In the Process
    
    Gan An Jian Wei Hua Project Shen Zi [2008] 142
    
    Trial production
    
    Trial Production Filing (Gan An Jian Wei Hua Project Bei Zi [2010] 053)21
    
    LDK Solar Polysilicon
    
    200-ton high-purity polysilicon expansion project
    
    Yu Fa Gai Wai Jing Zi [2008] 104
    
    Yu Huan Shen Zi [2008] 55
    
    In the Process
    
    Gan An Jian Wei Hua Project Shen Zi [2008] 142
    
    Trial production
    
    Trial Production Filing (Gan An Jian Wei Hua Project Bei Zi [2010] 053)22
    
    LDK Solar Polysilicon
    
    1000-ton high-purity silicon expansion project
    
    Gan Fa Gai Gong Ye Zi [2008] 876
    
    Gan Huan Du Zi [2008] 310
    
    In the Process
    
    Gan An Jian Wei Hua Project Shen Zi [2008] 097
    
    Trial production
    
    Trial Production Filing (Gan An Jian Wei Hua Project Bei Zi [2010] 053)23
    
    LDK Solar Polysilicon
    
    1000-ton high-purity silicon project II
    
    Gan Fa Gai 
Wai Mao Zi 
Zi [2008] 1158
    
    Gan Huan Du Zi [2008] 456
    
    Pending application
    
    Gan An Jian Wei Hua Project Shen Zi [2009] 222
    
    CIP24
    
    LDK Solar Polysilicon
    
    500-ton high-purity silicon project
    
    Yu Fa Gai Wai Jing Zi [2008] 304
    
    Yu Huan Shen Zi [2008] 103
    
    Pending application
    
    Gan An Jian Wei Hua Project Shen Zi [2008] 142
    
    CIP
 13




---



##### 



EnvironmentalProtectionEnvironment Effect
    
    Completion
    
    Safe Facilities Design
    
    Progress ofNo.
    
    Company
    
    Project Name
    
    Project Approval
    
    Report
    
    Investigation
    
    Investigation
    
    the Project
    
    Note25
    
    LDK Solar Polysilicon
    
    1000-ton high-purity polysilicon expansion project
    
    Gan Fa Gai Wai Zi Zi [2008] 1712
    
    Gan Huan Du Zi [2009] 154
    
    Pending application
    
    Gan An Jian Wei Hua Project Shen Zi [2009] 223
    
    Not yet started
 
    
    The licenses for the operation of the Group
 Certificate of Approval for Establishment ofName
    
    Business License
    
    Enterprises with Foreign InvestmentPV Silicon
    
    No. 360500510000048
    
    Shang Wai Zi Gan (Yu) Zi [2007] 0010LDK Solar Polysilicon
    
    No. 360500510000101
    
    Shang Wai Zi Gan (Yu) Zi [2007] 0014
 Section 5.3(oo) Commitments
  Company
    
    Purchase Category
    
    Contract Number
    
    Supplier
    
    Contract Content
    
    Currency
    
    Contract AmountPV Silicon
    
    Equipment Purchase and Testing
    
    A3RE-6-0007-D-00
    
    ABB (China) Co., Ltd.
    
    Equipment
    
    CNY
    
    135,113,230.32PV Silicon
    
    Equipment Purchase and Testing
    
    A3RE-4-0605-F-01
    
    Shanghai Goulds Pump Co., Ltd.
    
    Equipment
    
    EUR
    
    12,100,373.21PV Silicon
    
    Equipment Purchase and Testing
    
    A3RE-6-0001-F-00
    
    HTT HOCHSPANNUNGSTECHNIKUND TRANSFORMATORBAU GMBH
    
    CVD & CONVERTER TRANSFORMER
    
    EUR
    
    17,300,000.00PV Silicon
    
    Equipment Purchase and Testing
    
    A3RE-4-0206-F-00
    
    GT SOLAR
    
    Equipment
    
    USD
    
    185,000,000.00
 14




---



##### 



Company
    
    Purchase Category
    
    Contract Number
    
    Supplier
    
    Contract Content
    
    Currency
    
    Contract AmountPV Silicon
    
    Equipment Purchase and Testing
    
    PVS08046E
    
    GT SOLAR
    
    Reactors; Converters
    
    USD
    
    29,171,360.00PV Silicon
    
    Engineering
    
    A3RE-40-K012D
    
    Jiangsu Jiangdu Construction Engineering Co., Ltd.
    
    Project engineering
    
    CNY
    
    1,298,928,142.94PV Silicon
    
    Engineering
    
    A3RE-40-K015D
    
    China Chemical Engineering No. 3 Co., Ltd.
    
    EPC
    
    CNY
    
    1,130,760,123.67PV Silicon
    
    Engineering
    
    PVS08009P
    
    China Chengda Engineering Corporation
    
    EPC
    
    CNY
    
    228,489,600.00PV Silicon
    
    Design and Service
    
    pvs07001pChina
    
    Fluor (China) Engineering & Construction Co., Ltd.
    
    EPCM
    
    CNY
    
    1,020,200,391.35PV Silicon
    
    Design and Service
    
    pvs07001pUSA
    
    Fluor Daniel China Services Inc
    
    EPCM
    
    USD
    
    139,644,404.71LDK Solar Polysilicon
    
    Project
    
    PCS07005P
    
    China Chemical Engineering No. 6 Co., Ltd.
    
    6000 MT poly project
    
    CNY
    
    127,659,008.91LDK Solar Polysilicon
    
    Equipment Purchase
    
    PCS07003E
    
    Chemical Equipment Engineering Limited
    
    Equipment
    
    EUR
    
    18,603,600.00LDK Solar Polysilicon
    
    Equipment Purchase
    
    PCS07003E1
    
    Chemical Equipment Engineering Limited
    
    Equipment
    
    EUR
    
    17,665,600.00LDK Solar Polysilicon
    
    Equipment Purchase
    
    PCS07004E
    
    AEG
    
    Power supply systems
    
    EUR
    
    16,000,000.00LDK Solar Polysilicon
    
    Equipment Purchase
    
    PCS07005E
    
    HTT
    
    Equipment
    
    EUR
    
    10,975,000.00
 15




---



##### 




    
    None
 Section 5.3(pp)
  
    
    None.
 Section 5.3(rr) Registration Rights; Voting Rights
 
    
    None
 Section 5.3(uu) Liabilities
 
    
    None
 Section 5.3(vv) Conflicts
 
    
    None
 Section 5.3(ww) Confidential Information and Non-competent Agreements
 
    
    None.
 Section 5.3(xx) PV Silicon, LDK Solar Polysilicon and Solar High-Tech
  
    
    PV Silicon owned by LDK Silicon &Chemical Technology Co.,Ltd.with 85% equity interests and
by Solar High-Tech with 15% equity interests.
    
    LDK Solar Polysilicon owned by LDK Silicon &Chemical Technology Co.,Ltd.with 100% equity
interests.
    
    Solar High-Tech owned by LDK SOLAR CO., LTD. with 100% equity interests.
  
    
    None