ASSET PURCHASE AGREEMENT
 between
 LDK SOLAR CO., LTD.
 and
 BEST SOLAR CO., LTD.




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TABLE OF CONTENTS
 PageARTICLE IDEFINITIONS AND TERMSSection 1.1 Specific Definitions
    
    
    1Section 1.2 Other Definition Provisions
    
    
    6ARTICLE IIPURCHASE AND SALE OF THE PURCHASED ASSETSSection 2.1 Purchase and Sale of the Purchased Assets
    
    
    6Section 2.2 Excluded Assets
    
    
    6Section 2.3 Assumed Liabilities
    
    
    6Section 2.4 Excluded Liabilities
    
    
    6Section 2.5 Purchase Price
    
    
    8Section 2.6 Closing
    
    
    8Section 2.7 Deliveries by Purchaser
    
    
    8Section 2.8 Deliveries by Seller
    
    
    8ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF SELLERSection 3.1 Organization and Qualification
    
    
    8Section 3.2 Purchased Assets
    
    
    9Section 3.3 Corporate Authorization
    
    
    9Section 3.4 Consents and Approvals
    
    
    9Section 3.5 Non-Contravention
    
    
    9Section 3.6 Binding Effect
    
    
    9Section 3.7 Litigation and Claims
    
    
    9Section 3.8 Property, Equipment and Other Purchased Assets
    
    
    10Section 3.9 Intellectual Property
    
    
    10Section 3.10 Certain Contracts
    
    
    11Section 3.11 Compliance with Laws
    
    
    12Section 3.12 Governmental Authorizations
    
    
    12Section 3.13 Collective Bargaining Agreements
    
    
    12Section 3.14 Transactions with Affiliates
    
    
    12Section 3.15 Accuracy of Copies
    
    
    13Section 3.16 Financial and Business Information
    
    
    13Section 3.17 Environmental Matters
    
    
    13Section 3.18 Real Property
    
    
    13Section 3.19 Advisors Fees
    
    
    13ARTICLE IVREPRESENTATIONS AND WARRANTIES OF PURCHASERSection 4.1 Organization and Qualification
    
    
    14Section 4.2 Corporate Authorization
    
    
    14Section 4.3 Consents and Approvals
    
    
    14Section 4.4 Non-Contravention
    
    
    14
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PageSection 4.5 Binding Effect
    
    
    14ARTICLE VCERTAIN COVENANTSSection 5.1 Access
    
    
    14Section 5.2 Conduct of Business
    
    
    15Section 5.3 Best Reasonable Efforts
    
    
    16Section 5.4 Insurance
    
    
    16Section 5.5 Accounting Access
    
    
    16Section 5.6 Compliance with Property Transfer Laws; State
and Local Governmental Authorizations
    
    
    17Section 5.7 Further Assurances
    
    
    17Section 5.8 Certain Matters Involving the Transferred
Intellectual Property and Licensed Intellectual
Property
    
    
    17Section 5.9 Obligation to Update
    
    
    17Section 5.10 Additional Intellectual Property Matters
    
    
    17Section 5.11 Tax Matters
    
    
    18Section 5.12 Regulatory Approvals
    
    
    18Section 5.13 Non-Competition
    
    
    19ARTICLE VIPURCHASERS COVENANTSSection 6.1 Best Reasonable Efforts
    
    
    19Section 6.2 Further Assurances
    
    
    19Section 6.3 Compliance with Property Transfer Laws; Governmental Authorizations
    
    
    19Section 6.4 Obligation to Update
    
    
    19ARTICLE VIICONDITIONS TO CLOSINGSection 7.1 Conditions to the Obligations of Purchaser
    
    
    20Section 7.2 Conditions to the Obligations of Seller
    
    
    20ARTICLE VIIITERMINATIONSection 8.1 Termination
    
    
    21Section 8.2 Effect of Termination
    
    
    22ARTICLE IXMISCELLANEOUSSection 9.1 Notices
    
    
    22Section 9.2 Amendment; Waiver
    
    
    23Section 9.3 Assignment
    
    
    23Section 9.4 Entire Agreement; Severability
    
    
    23Section 9.5 Fulfillment of Obligations
    
    
    23Section 9.6 Parties in Interest
    
    
    23Section 9.7 Confidential Nature of Information
    
    
    23Section 9.8 Public Disclosure
    
    
    24Section 9.9 Return of Information
    
    
    24Section 9.10 Expenses
    
    
    24
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PageSection 9.11 Governing Law and Jurisdiction
    
    
    24Section 9.12 Counterparts
    
    
    25Section 9.13 Headings
    
    
    25Section 9.14 Time is of the Essence
    
    
    25Section 9.15 Mutual Drafting
    
    
    25ANNEXESAnnex A Purchased AssetsAnnex B Excluded AssetsAnnex C Excluded LiabilitiesSCHEDULESSchedule 3.10 Certain ContractsSchedule 3.18 Real PropertySchedule 5.4 Insurance
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Agreement Purchaser Seller
  NYSE LDKNE Holding
  Transferred Business
   
 Specific Definitions
 Affiliates control controlled by under common control with
 Agreement
 Best Reasonable Efforts
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ANNEX A
 Books and Records
 Business Day
 Closing
 Contracts
 Encumbrances
 Environmental Law
 Environmental Permits
 Excluded Liabilities
 Final Date th
 Governmental Approval
 Governmental Authority
 Governmental Authorization
 Hazardous Substance
 2




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ANNEX A
 Intellectual Property
 Intellectual Property Contracts
 IT Assets
 Knowledge
 Law
 Liability
 Licensed Intellectual Property
 Material Adverse Change
 Material Adverse Effect
 Out-of-Pocket Expenses
 Person
 3




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ANNEX A
 Registered
 Regulatory Requirements
 Related to
 Related to the Purchased Assets
 Subsidiary
 Successor successor provided
 Taxes
 Trade Accounts Payable
 Trade Secrets
 Transferred Intellectual Property
 4




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ANNEX A
  Term
    
    SectionAgreement
    
    PreambleAssumed Liabilities
    
    2.3Chosen Courts
    
    9.10CIETAC
    
    9.11(b)Closing Date
    
    2.6Entitlement Party
    
    2.1Excluded Assets
    
    2.2LDKNE Holding
    
    RecitalsNotifying Party
    
    5.12(a)NYSE
    
    RecitalsPurchase Price
    
    2.5Purchaser
    
    PreambleReal Property
    
    3.18(b)Receiving Party
    
    2.1Retained Intellectual Property
    
    5.10(b)Seller
    
    PreambleTransferred Business
    
    Recitals
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ANNEX A
 Other Definition Provisions
     
 Purchase and Sale of the Purchased Assets Purchased
Assets Receiving Party Entitlement Party
 Excluded Assets Excluded Assets
 Assumed Liabilities Assumed
Liabilities
 Excluded Liabilities
    6




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ANNEX A
              7




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ANNEX A
 Purchase Price Purchase Price
 Closing Closing Date
 Deliveries by Purchaser
     Deliveries by Seller
       
  Organization and Qualification
 8




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ANNEX A
  Purchased Assets
 Corporate Authorization
 Consents and Approvals
 Non-Contravention
 Binding Effect
 Litigation and Claims
    9




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ANNEX A
 Property, Equipment and Other Purchased Assets
   Intellectual Property
     10




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ANNEX A
    Certain Contracts
     11




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ANNEX A
 Compliance with Laws
   Governmental Authorizations
 Collective Bargaining Agreements
 Transactions with Affiliates
   12




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ANNEX A
 Accuracy of Copies
 Financial and Business Information
 Environmental Matters
 Real Property
 Real Property
    Advisors Fees
 13




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ANNEX A
 
  Organization and Qualification
 Corporate Authorization
 Consents and Approvals
 Non-Contravention
 Binding Effect
 
 Access
 14




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ANNEX A
  Conduct of Business
              15




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Best Reasonable Efforts
 Insurance
  Accounting Access
 16




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ANNEX A
  Compliance with Property Transfer Laws; State and Local Governmental
Authorizations
   Further Assurances
 Certain Matters Involving the Transferred Intellectual Property and Licensed
Intellectual Property
 Obligation to Update
 Additional Intellectual Property Matters
  Retained
 17




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ANNEX A
 Intellectual Property
 Tax Matters
    Regulatory Approvals
 Notifying Party
  18




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ANNEX A
   Non-Competition
 
 Best Reasonable Efforts
 Further Assurances
 Compliance with Property Transfer Laws; Governmental Authorizations
 Obligation to Update
 19




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ANNEX A
 
 Conditions to the Obligations of Purchaser
 Representations and Warranties True When Made
 Covenants
 Representations and Warranties True as of the Closing Date
 Assignments and Novations
 No Injunctions or Proceedings
 Other Instruments and Documents
 Other Approvals
 Delivery of Other Closing Documents
 Conditions to the Obligations of Seller
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ANNEX A
 Representations and Warranties True When Made
 Covenants
 Representations and Warranties True as of the Closing Date
 No Injunctions or Proceedings
 Other Instruments and Documents
 Other Approvals
 Delivery of Other Closing Documents
 
 Termination
   21




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ANNEX A
 provided
  provided
  Effect of Termination provided
 
 Notices provided
 Notices to Purchaser
 
  
 Notices to Seller
 
 22




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ANNEX A
 
  
 Amendment; Waiver
 Assignment provided
 Entire Agreement; Severability
 Fulfillment of Obligations
 Parties in Interest
 Confidential Nature of Information
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ANNEX A
  Public Disclosure
 Return of Information
 Expenses
 GOVERNING LAW AND JURISDICTION .
 In the event of any claim, controversy or dispute between the parties with respect to this
Agreement, each party agrees to consult with the other for a period of not less than 90 days from
the date notice is given by a party to the other party that a claim, controversy, or dispute exists
in order to determine whether there is a mutually acceptable resolution.
 In the event that the consultation provided for in paragraph (a) of this Section 9.11 has
not resulted in a mutually acceptable resolution, then such matter shall be exclusively and finally
settled by arbitration held in Shanghai by China International Economic and Trade Arbitration
Committee (CIETAC) in accordance with its prevailing rules at the time of arbitration, whose
decision shall be final and legally binding on each party. The arbitral tribunal shall consist of
three arbitrators to be appointed in accordance with such CIETAC rules. The arbitration fees
payable to the arbitration organization and any reasonable attorneys fees shall be borne by the
losing party unless otherwise determined in the arbitration award. The arbitration proceedings
shall be conducted in Chinese.
 Nothing in this Agreement shall prevent either party from seeking provisional measures or
other interim relief from any court of competent jurisdiction and any such request shall not be
deemed incompatible with the agreement to arbitration in this Agreement or as a waiver of the right
to arbitrate.
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ANNEX A
 Pending resolution of the dispute in accordance with this Section 9.11, the parties shall
continue to punctually perform their respective obligations and duties under this Agreement, except
for those relating to discrepancies under arbitration.
 THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PEOPLES
REPUBLIC OF CHINA.
 Counterparts
 Headings
 Time is of the Essence
 Mutual Drafting
  LDK SOLAR CO., LTD
    
    BEST SOLAR CO., LTD.By:
    
    /s/ Shao Yonggang

(Signature)
    
    
    
    By:
    
    /s/ Zhou Shan

(Signature)Name:
    
    Shao Yonggang

(Print)
    
    
    
    Name:
    
    Zhou Shan

(Print)Title:
    
    Authorized Signatory

(Print)
    
    
    
    Title:
    
    Authorized Signatory

(Print)
 25




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ANNEX A
 PURCHASED ASSETS
 
                 A-1




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ANNEX A
               A-2




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ANNEX A
  A-3




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ANNEX B
 EXCLUDED ASSETS




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ANNEX C
 EXCLUDED LIABILITIES