##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 20-F
  (Mark One)o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR(g)
    OF THE SECURITIES EXCHANGE ACT OF 1934ORþ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934:For the fiscal year ended
    December 31,
    2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934:For the transition period
    from          toORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934:Date of event requiring this shell company
    report   Commission file number 001-33464
 LDK Solar Co., Ltd.
 (Exact name of Registrant as
    specified in its charter)
 N/A
 (Translation of
    Registrants name into English)
 Cayman Islands
 (Jurisdiction of incorporation
    or organization)
 Hi-Tech Industrial
    Park
 Xinyu City
 Jiangxi Province
    338032
 Peoples Republic of
    China
 (Address of principal executive
    offices)
 Jack Lai
 Chief Financial
    Officer
 +1 (408) 245-0858
    (Telephone)
 +1 (408) 245-8802
    (Facsimile)
 1290 Oakmead Parkway, Suite
    306
 Sunnyvale, California
    94085
 (Name, Telephone, Email and/or
    Facsimile number and Address of Company Contact
    Person)
   Securities registered or to be
    registered pursuant to Section 12(b) of the Securities
    Exchange Act.
  Title of Each Class

Name of Each Exchange on which RegisteredAmerican depositary shares, each representing
    one ordinary share of par value $0.10 per share

New York Stock Exchange, Inc.   Securities registered or to be
    registered pursuant to Section 12(g) of the Securities
    Exchange
    Act. None
  Securities for which there is a
    reporting obligation pursuant to Section 15(d) of the
    Securities Exchange
    Act. None
  Indicate the number of
    outstanding shares of each of the issuers classes of
    capital or common stock as of the close of
 the period covered by the annual
    report.
   Ordinary shares, par value $0.10 per share


129,771,643   o þ
  þ o
    þ o
  Regulation S-T o þ
  Rule 12b-2
  Large accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o    U.S. GAAP þ

International Financial Reporting Standards as issued by the
    International Accounting Standards
    Board

o

Other o   o o
  Rule 12b-2 o þ
    o o




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##### Table of Contents





Table of
    Contents
   
 PageCertain Terms and Conventions


4Exchange Rate Information


4Forward-Looking Statements


5PART IITEM 1.


IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
    ADVISERS


6ITEM 2.


OFFER STATISTICS AND EXPECTED TIMETABLE


6ITEM 3.


KEY INFORMATION


6A. Selected Financial and Operating Data


6B. Capitalization and Indebtedness


9C. Reasons for the Offer and Use of Proceeds


9D. Risk Factors


9ITEM 4.


INFORMATION ON THE COMPANY


42A. History and Development


42B. Business Overview


43C. Organizational Structure


58D. Property, Plants and Equipment


59ITEM 4A.


UNRESOLVED STAFF COMMENTS


59ITEM 5.


OPERATING AND FINANCIAL REVIEW AND PROSPECTS


59A. Operating Results


59B. Liquidity and Capital Resources


83C. Research and Development, Patents and
    Licenses, Etc.


88D. Trend Information


89E. Off-Balance Sheet Arrangements


91F. Tabular Disclosure of Contractual
    Obligations


92ITEM 6.


DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


93A. Directors and Senior Management


93B. Compensation of Directors and Officers


95C. Board Practices


96D. Employees


98E. Share Ownership


99ITEM 7.


MAJOR SHAREHOLDERS AND RELATED PARTY
    TRANSACTIONS


102A. Major Shareholders


102B. Related Party Transactions


102C. Interests of Experts and Counsel


104ITEM 8.


FINANCIAL INFORMATION


104A. Consolidated Statements and Other Financial
    Information


104B. Significant Changes


105ITEM 9.


THE OFFER AND LISTING


106ITEM 10.


ADDITIONAL INFORMATION


106A. Share Capital


106B. Memorandum and Articles of Association


106C. Material Contracts


108 2




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PageD. Exchange Controls


108E. Taxation


109F. Dividends and Paying Agents


114G. Statement by Experts


114H. Documents on Display


114I. Subsidiary Information


115ITEM 11.


QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT
    MARKET RISK


115ITEM 12.


DESCRIPTION OF SECURITIES OTHER THAN EQUITY
    SECURITIES


117PART IIITEM 13.


DEFAULTS, DIVIDEND ARREARAGES AND
    DELINQUENCIES


119ITEM 14.


MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY
    HOLDERS AND USE OF PROCEEDS


119A. Material Modification to Instruments Defining
    Rights of Security Holders


119B. Material Modification to Rights of Registered
    Securities by Issuing or Modifying any Other Class of
    Securities


119C. Withdrawal or Substitution of a Material
    Amount of the Assets Securing any Registered Securities


119D. Change of Trustees or Paying Agents for any
    Registered Securities


119E. Use of Proceeds


119ITEM 15.


CONTROLS AND PROCEDURES


120ITEM 16


RESERVED


121ITEM 16A.


AUDIT COMMITTEE FINANCIAL EXPERT


121ITEM 16B.


CODE OF ETHICS


121ITEM 16C.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


122ITEM 16D.


EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
    COMMITTEES


122ITEM 16E.


PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
    AFFILIATED PURCHASERS


122ITEM 16F.


CHANGE IN REGISTRANTS CERTIFYING
    ACCOUNTANT


122ITEM 16G.


CORPORATE GOVERNANCE


122PART IIIITEM 17.


FINANCIAL STATEMENTS


123ITEM 18.


FINANCIAL STATEMENTS


123ITEM 19.


EXHIBITS


124Index to Consolidated Financial Statements


F-1EX-4.12EX-4.13EX-8EX-12.1EX-12.2EX-13.1EX-13.2EX-15.1   3




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CERTAIN
    TERMS AND CONVENTIONS                    
    off-grid applications are to applications of PV
    products to systems that operate on a stand-alone basis to
    provide electricity independent of an electricity transmission
    grid; and
    on-grid applications are to applications of PV
    products to systems that are connected to an electricity
    transmission grid and feed electricity generated into the
    electricity transmission grid. EXCHANGE
    RATE INFORMATION   4




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Noon Buying RatePeriod

Period End

Average

High

Low(Renminbi per $1.00)2005


8.0702



8.1826



8.2765



8.07022006


7.8041



7.9579



8.0702



7.80412007


7.2946



7.5806



7.8127



7.29462008


6.8225



6.9193



7.2946



6.78002009


6.8259



6.8295



6.8470



6.8176December


6.8259



6.8275



6.8299



6.82442010January


6.8268



6.8269



6.8295



6.8258February


6.8258



6.8285



6.8330



6.8258March


6.8258



6.8262



6.8270



6.8254April


6.8247



6.8256



6.8275



6.8229May


6.8305



6.8275



6.8310



6.8245      FORWARD-LOOKING
    STATEMENTS  and/or
  
    our goals and strategies;
    our future business development, results of operations and
    financial condition;
    our plans to expand our solar wafer production capacity;
    our plans to construct polysilicon production facilities and to
    manufacture polysilicon;
    expected growth of and changes in the solar wafer industry, PV
    power industry and renewable energy industry;
    our ability to maintain and strengthen our position as a leading
    solar wafer producer globally; 5




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
    our ability to maintain strong relationships with any particular
    supplier or customer;
    effect of competition on demand for and price of our products;
    determination of the fair value of our ordinary shares and
    preferred shares, if any;
    any government subsidies and economic incentives to the PV
    industry; and
    PRC governmental policies regarding foreign investments.     PART I  ITEM 1.
    IDENTITY
    OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS    ITEM 2.
    OFFER
    STATISTICS AND EXPECTED TIMETABLE    ITEM 3.
    KEY
    INFORMATION A.Selected
    Financial and Operating Data   6




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##### Table of Contents



470-20,
  Period from July 5 to

Year Ended December 31,December 31, 2005

2006

2007

2008

2009(As adjusted)(In thousands, except per share and per ADS data)Consolidated Statement of Operations DataNet sales

$



$
105,454


$
523,946


$
1,643,495


$
1,098,038Provision for inventory write-downs










(4,170
)


(311,999
)


(180,213
)Gross profit
    (loss)(1)






41,492



170,237



88,356



(113,583
)Provision for doubtful recoveries of prepayment to suppliers














(20,582
)


(17,874
)(Loss) income from
    operations(2)


(143
)


37,145



146,802



8,990



(230,132
)Interest expense and amortization of discount on exchangeable
    notes and convertible senior notes issuance costs and debt
    discount(3)


(102
)


(7,133
)


(9,419
)


(38,162
)


(50,068
)Government subsidy






1,268



3,461



19,665



26,927Change in fair value of prepaid forward contracts














60,028



(Loss) earnings before income taxes


(309
)


30,069



143,301



71,547



(254,908
)Net (loss)
    income(4)

$
(274
)

$
30,182


$
144,059


$
66,408


$
(233,996
)Earnings attributable to noncontrolling interests


















(229
)Accretion of Series A, Series B and Series C
    preferred shares to redemption values






(2,729
)


(4,937
)






Deemed dividend to Series A preferred shareholders






(1,568
)










Net (loss) income attributable to our
    shareholder(4)


(274
)


25,885



139,122



66,408



(234,225
)(Loss) earnings per ordinary
    share(4)Basic

$
(0.01
)

$
0.35


$
1.50


$
0.63


$
(2.18
)Diluted

$
(0.01
)

$
0.35


$
1.37


$
0.61


$
(2.18
)(Loss) earnings per ADSBasic

$
(0.01
)

$
0.35


$
1.50


$
0.63


$
(2.18
)Diluted

$
(0.01
)

$
0.35


$
1.37


$
0.61


$
(2.18
)Ordinary shares used in computationBasic


75,000



75,000



92,674



104,994



107,238Diluted


75,000



75,000



104,859



109,240



107,238  7




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##### Table of Contents



(1)
    
    Gross profit (loss) for the years
    ended December 31, 2006, 2007, 2008 and 2009 reflected
    $174,000, $1,772,000, $3,667,000 and $3,381,000 of share-based
    compensation expense allocated to cost of goods sold,
    respectively.(2)
    
    (Loss) income from operations for
    the years ended December 31, 2006, 2007, 2008 and 2009
    reflected $2,028,000, $9,390,000, $16,614,000 and $14,212,000 of
    share-based compensation expense, respectively.(3)
    
    Interest expense for the years
    ended December 31, 2006, 2007, 2008 and 2009 included
    $4,440,000, nil, nil and nil, respectively, related to debt
    discount amortization for the embedded beneficial conversion
    feature of our exchangeable notes issued in July 2006, and nil,
    nil, $14,019,000 and $14,574,000, respectively, related to
    interest and the amortization of issuance costs and debt
    discount of our convertible senior notes issued in April 2008.(4)
    
    Our PRC subsidiary, Jiangxi LDK
    Solar, is entitled to exemption from PRC national enterprise
    income tax for at least two years and PRC local enterprise
    income tax for at least five years, each beginning with calendar
    year 2006. Without this tax holiday, our income tax expense
    would have increased and our net income and net income
    attributable to our shareholder would have been reduced by
    approximately $12,387,000, $53,316,000 and $5,897,000 for the
    years ended December 31, 2006, 2007 and 2008, respectively.
    Our basic earnings per share would have been reduced by $0.17,
    $0.58 and $0.06 for the years ended December 31, 2006, 2007
    and 2008, respectively, and our diluted earnings per share would
    have been reduced by $0.17, $0.51 and $0.05 for the years ended
    December 31, 2006, 2007 and 2008, respectively. As Jiangxi
    LDK Solar incurred loss for the year ended December 31,
    2009, the above mentioned tax holiday had no impact on our
    income tax expense, net loss, net loss attributable to us, basic
    loss per share and diluted loss per share for the year ended
    December 31, 2009.    December 31,2005

2006

2007

2008

2009(As adjusted)(In thousands)Consolidated Balance Sheet DataCash and cash equivalents

$
9,687


$
30,227


$
83,470


$
255,523


$
384,761Inventories






94,886



349,997



616,901



432,193Trade accounts receivable, net






1,490



3,767



94,733



209,622Prepayments to suppliers, net






37,718



138,193



71,214



40,784Total current assets


20,815



172,746



741,748



1,237,642



1,386,445Property, plant and equipment, net


10,491



100,875



336,763



1,697,203



2,608,725Deposits for property, plant and equipment


306



11,090



151,233



233,296



32,529Inventories to be processed beyond one year, net










29,981







10,947Prepayments to suppliers expected to be utilized beyond one year










18,994



33,617



26,482Total assets


31,647



292,719



1,309,986



3,373,372



4,384,209Short-term bank borrowings






56,765



264,101



666,200



980,359Advance payments from customers, current installments


3,717



40,002



141,223



256,411



199,075Total current liabilities


20,348



117,486



522,014



1,510,955



2,220,026Long-term bank borrowings, excluding current installments






30,245



25,125



154,252



408,062Advance payments from customers  noncurrent










67,554



487,577



177,773Other payable due to a customer, long-term portion


















172,848Convertible senior notes, less debt discount














385,685



391,642Total liabilities


20,348



147,733



616,915



2,583,505



3,507,273Series A, Series B and Series C preferred shares






87,744











Ordinary shares






7,500



10,604



11,311



12,977Total equity

$
11,299


$
57,242


$
693,071


$
789,867


$
876,936  8




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Period from July 5to December 31,

Year Ended December 31,2005

2006

2007

2008

2009(As adjusted)(In thousands)Consolidated Statement of Cash Flows DataNet cash provided by (used in) operating activities

$
2,511


$
(57,067
)

$
(80,663
)

$
333,061


$
18,614Net cash used in investing
    activities(1)


(20,940
)


(79,564
)


(328,623
)


(1,247,174
)


(797,315
)Net cash provided by financing
    activities(2)

$
28,077


$
154,891


$
462,324


$
1,087,698


$
907,315     (1)
    
    Includes purchase of property,
    plant and equipment of approximately $15.5 million,
    $72.8 million, $305.2 million, $1,125.6 million
    and $750.0 million in 2005, 2006, 2007, 2008 and 2009,
    respectively.(2)
    
    Includes proceeds from the issuance
    of our shares of nil, $10,000, $369.5 million,
    $205.1 million and $111.8 million in 2005, 2006, 2007,
    2008 and 2009, respectively and the net proceeds from the
    issuance of convertible senior notes of $388.7 million in
    2008.    Period from July 5

Year Ended December 31,to December 31, 2005

2006

2007

2008

2009(As adjusted)(In thousands)Other Financial and Operating DataGross
    margin(1)






39.3
%


32.5
%


5.4
%


(10.3
)%Operating
    margin(1)






35.2



28.0



0.5



(21.0
)Net
    margin(1)






28.6
%


27.5
%


4.0
%


(21.3
)%Net sales of wafers (in thousands)





$
102,452


$
501,733


$
1,495,034


$
945,009Wafers sold (in MW)






45.2



223.8



636.3



898.1Average wafer selling price (per watt)





$
2.27


$
2.24


$
2.35


$
1.05     (1)
    
    Gross margin, operating margin and
    net margin represent gross profit, income from operations and
    net income, respectively, divided by net sales. B.  Capitalization
    and Indebtedness   C.  Reasons
    for the Offer and Use of Proceeds   D.  Risk
    Factors  Investment in our securities including our ADSs and shares
    involves a high degree of risk. You should consider carefully
    the following risks and uncertainties, together with other
    information contained in this report, before you decide whether
    to buy or hold our securities.
 9




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Risks
    Relating to Our Company and Our Industry
  We are
    operating with a significant working capital deficit and
    incurred a net loss of $234.2 million for the year ended
    December 31, 2009; if we do not successfully execute our
    liquidity plan, we face the risk of not being able to continue
    as a going concern.
    
    sales of power plant projects we develop;
    obtaining additional bank loans;
    reorganizing our polysilicon business to facilitate
    financing; and
    delaying in capital expenditure and improving working capital
    management.  page F-1.
    We
    require a significant amount of cash to fund our future capital
    expenditure requirements and working capital needs; if we cannot
    obtain additional sources of liquidity when we need it, our
    growth prospects and future profitability may be materially
    adversely affected.
  ramp-up
 10




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
    our future financial condition, results of operations and cash
    flows;
    general market conditions for financing activities by companies
    in our industry;
    economic, political and other conditions in China and
    elsewhere; and
    development and duration of the recovery from the global
    economic slowdown and financial market crisis of late 2008 and
    early 2009.          We
    have substantial existing indebtedness, in particular short-term
    indebtedness, and we may incur substantial indebtedness in the
    future, which could adversely affect our financial condition and
    our ability to generate sufficient cash to satisfy our
    outstanding and future debt obligations.
   11




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
    increase our vulnerability to adverse general economic and
    industry conditions;
    require us to dedicate a substantial portion of our cash flows
    from operations to servicing and repaying indebtedness, thereby
    reducing the availability of cash flows to fund working capital,
    capital expenditures, dividend payments and other general
    corporate purposes;  
    limit our flexibility in planning for or reacting to changes in
    the businesses and the industries in which we operate;  
    place us at a competitive disadvantage compared to our
    competitors with less debt;
    limit, along with the financial and other restrictive covenants
    of such indebtedness, our ability to borrow additional
    funds; and
    increase the cost of additional financing.        We
    have recently entered into the down-stream solar module business
    for markets outside China, and we may not be successful in this
    new endeavor, which could adversely affect our business
    expansion strategies and harm our reputation.
    
    our short history in the new business;
    the need to raise additional capital to finance our new business
    operation, which we may be unable to obtain on reasonable terms
    or at all; 12




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
    the solar module business typically has longer cash conversion
    cycles with respect to our inventory and therefore results in
    our longer accounts receivable turnover time;
    our expanded warranty liabilities associated with the solar
    module business, with the warranty period for solar modules
    lasting for 20 to 25 years;
    our complete reliance on solar cell tolling manufacturers in
    meeting our undertakings to our customers in this market sector;
    our possible lack of competitiveness in solar cell tolling
    arrangements as compared to other vertically integrated PV
    companies;
    potential conflict with our down-stream customers as a result of
    our direct competition with them in the solar module
    business; and
    new risks associated with the solar module business yet to be
    fully understood by the industry and market.    We
    have recently started to engage in the solar power project and
    PV-related EPC business and we may not be successful in this new
    endeavor, which could adversely affect our business expansion
    strategies and harm our reputation.
    
    our lack of experience in the new business;
    the need to raise additional funds to finance our new business
    operation which we may be unable to obtain on reasonable terms
    or at all;
    the solar power project and EPC business typically has longer
    cash conversion cycles and therefore our accounts receivable
    turnover time;
    our expanded warranty liabilities associated with the solar
    power project and EPC businesses;
    our possible lack in competitiveness in the solar power project
    and EPC business as compared to other vertically integrated PV
    companies; and
    potential conflict with our down-stream customers as a result of
    our direct competition with them in the solar power project and
    EPC business.   13




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We
    have expanded our international business operations, and our
    failure and/or inexperience in such new endeavors could
    adversely affect our business expansion strategies and harm our
    reputation.
    
    difficulty with staffing and managing overseas operations;
    fluctuations in currency exchange rates;
    increased costs associated with developing and maintaining
    marketing and distribution presence in various countries;
    providing customer service and support in these markets;
    our ability to manage our sales channels effectively as we
    expand our sales channels beyond distributors to include direct
    sales as well as sales to system integrators, end users and
    installers;
    difficulties and costs relating to compliance with the different
    commercial, legal and regulatory requirements of the overseas
    markets in which we offer our products and services;
    failure to develop appropriate risk management and internal
    control structures tailored to overseas operations;
    inability to obtain, maintain or enforce intellectual property
    rights;
    unanticipated changes in prevailing economic conditions and
    regulatory requirements; and
    trade barriers such as export requirements, tariffs, taxes and
    other restrictions and expenses, which could increase the prices
    of our products and services and make us less competitive in
    some countries.    We
    have experienced significant write-downs which have adversely
    affected our margins and net realizable value of our
    inventories.
    We
    will incur disproportionately high depreciation expense as the
    costs associated with the construction of our Xinyu city
    polysilicon plant are capitalized after commercial production of
    polysilicon begins if we under-utilize our plant
    facilities.
   14




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We
    depend on a limited number of customers for a significant
    portion of our net sales of solar wafers, and changes in their
    purchase terms or patterns may cause significant fluctuations or
    declines in our revenues.
  E-Ton E-Ton,
    
    reductions, delays or cancellations of purchase orders from one
    or more of our significant customers;
    loss of one or more of our significant customers and our failure
    to identify additional or replacement customers; and
    failure of any of our significant customers to make timely
    payments for our products.    We
    have entered into long-term sales contracts with customers which
    may be renegotiated at terms less favorable to us.
    Q-Cells
 15




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12-month
    Non-performance
    by customers may adversely affect our results of
    operations.
    We may
    be adversely affected by volatile market and industry trends. If
    the demand for our products declines due to the volatile market
    and industry trends, our business and ability to obtain
    necessary financing for our operations may be negatively
    impacted.
  and/or
   16




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Reduction
    or elimination of government subsidies and economic incentives
    for the PV industry could cause demand for our products to
    decline, thus adversely affecting our business prospects and
    results of operations.
    Increases
    in electricity costs or shortage or interruption of electricity
    supply may adversely affect our operations.
    kilowatt-hour. kilowatt-hour, kilowatt-hour
 17




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kilowatt-hour kilowatt-hour kilowatt-hour kilowatt-hour, kilowatt-hour
  and/or
  Failure
    to secure sufficient quantities of polysilicon feedstock on
    commercially reasonable terms could adversely affect our
    business and results of operations.
    There
    are a limited number of suppliers of polysilicon feedstock and
    failure or delay by any of our polysilicon suppliers in
    delivering supplies to us could adversely impact our production
    and delivery schedule and harm our reputation.
   18




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If our
    suppliers fail or become unwilling to deliver our orders on time
    or at all and do not return our prepayments, our results of
    operations may be adversely affected.
    Failure
    to complete our polysilicon production plant, to bring it up to
    full capacity within budget and on schedule and to produce
    polysilicon that meets our quality standards could adversely
    affect our results of operations and our business expansion
    strategies.
  start-up,
  
    the need to procure additional equipment at reasonable cost and
    on a timely basis;
    the need to raise additional funds to finance the construction,
    ramp-up and
    maintenance of the polysilicon plant, which we may be unable to
    obtain on reasonable terms or at all; 19




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
    construction delays, delays in equipment deliveries and cost
    overruns;
    our ability to install, implement and maintain the
    trichlorosilane, or TCS, and hydrogen chloride, or HCl,
    facilities and closed-loop systems for each of our polysilicon
    production facilities;
    difficulties in recruiting and training additional skilled
    employees, including technicians and managers at different
    levels;
    diversion of significant management attention and other
    resources; and
    delays or denials of required approvals, including environmental
    approvals, for our land acquisition and plant construction by
    relevant government authorities.    ramp-up
  We may
    not succeed in producing polysilicon
    cost-effectively.
      The
    production of polysilicon presents operational difficulties and
    dangers which could materially adversely affect our business,
    operating results and financial condition.
   20




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Our
    ability to cost-effectively produce polysilicon depends on our
    ability to recycle the silicon tetrachloride, or STC, produced
    as a by-product of the polysilicon production process into TCS,
    which ability is materially dependent on our continued ability
    to install and integrate our hydrochlorination process into a
    closed-loop system.
        Our
    in-house TCS production may not be more cost-efficient than
    purchasing TCS from third party suppliers; if we need to
    purchase TCS in substantial quantities to operate our production
    facilities and are unable to source TCS at a reasonable cost or
    at all, it could have a material adverse effect on our financial
    condition and results of operations.
    top-up
  If we
    are not able to manage our growth effectively, our results of
    operations may be adversely affected.
   21




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We may
    develop excess production capacity and, as a result, our
    profitability may be adversely affected.
    Global
    supply of PV products may exceed demand, which could cause our
    wafer, polysilicon and module prices to decline.
    Our
    customers may not prepay for their orders under agreed
    contractual terms, resulting in longer accounts receivable
    turnover cycles.
   22




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We may
    not be able to significantly increase our wafer manufacturing
    capacity or output in order to increase our sales and gain
    additional market share.
      We do
    not yet have NDRC or its local counterparts approval for
    the full capacity of our polysilicon production plant and
    failure to obtain such approval could adversely affect our
    growth and profitability.
    U.S.
    investors in our ordinary shares or ADSs could suffer adverse
    tax consequences if we are characterized as a passive foreign
    investment company.
  year-to-year,
 23




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We
    operate in a competitive market against players who may enjoy
    greater resources and we may not be able to compete
    successfully.
  and/or and/or
  We
    compete with alternative solar technologies and we may not be
    able to compete successfully.
      We
    rely on a limited number of suppliers for our production
    equipment and consumables, and failure or delay by any of them
    in delivering equipment or consumables to us could adversely
    impact our production.
   24




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If we
    are unable to fulfill our commitments to customers or customer
    orders on a timely basis, we may lose customers, our reputation
    may be damaged, and we may incur economic losses for breach of
    contracts.
    Although
    we have recently reached a proposed settlement of a consolidated
    securities class action lawsuit relating to allegations of
    incorrect inventory reporting, similar or other allegations,
    lawsuits or proceedings could adversely affect our results of
    operations, financial condition, reputation and the market price
    of our ADSs, and may cause loss of business.
  In re LDK Solar Sec.
    Litig. No. C-07-05182-WHA.
   25




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##### Table of Contents



Coonerty v. Peng, et al. No. 1-08-CV-103758.
  and/or
  Our
    business depends on the continued services of our executive
    officers and key personnel and our business may be severely
    disrupted if we lose their services.
    Our
    founder, chairman, and chief executive officer,
    Mr. Xiaofeng Peng, has substantial control over our company
    and his interests may not be aligned with the interests of our
    shareholders.
   26




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Our
    controlling shareholder Mr. Peng has directly or indirectly
    pledged a significant portion of his equity interests in our
    company to secure certain loan facilities. A default under these
    loan facilities could result in the sale of our ordinary shares
    or ADSs in open market, which may cause a drop in the price of
    our ADSs and potentially result in a change of control of our
    company.
    As we
    operate in a highly volatile industry, which is at an early
    stage of development and is subject to many factors which are
    beyond our control, our revenues may be volatile.
    
    wide commercial adoption and application of PV technology;
    cost-effectiveness, performance and reliability of PV technology
    and products compared to conventional and other renewable energy
    sources and products;
    availability of government subsidies and economic incentives to
    support the development of the PV industry;
    success of, or increased government support for, other
    alternative energy generation technologies, such as fuel cells,
    wind power, hydroelectric power and biomass energy;
    success of solar technologies other than crystalline silicon; 27




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
    fluctuations in economic and market conditions that affect the
    viability of renewable energy sources, such as increases or
    decreases in the prices of oil and other fossil fuels;
    deregulation of the electric power industry and the broader
    energy industry; and
    levels of capital expenditures by end-users of PV products,
    which tend to decrease when economic growth slows.    Technological
    changes in the PV industry could render our products
    uncompetitive or obsolete, which could reduce our market share
    and cause our net sales and profits to decline.
    Unexpected
    equipment failures or accidents, including the release of
    hazardous materials, may lead to production curtailments or
    shutdowns, personal injuries or damage to
    properties.
    Our
    strategy includes possible alliances, joint ventures,
    acquisitions and dispositions of assets, and restructuring of
    our business operations; our failure to successfully implement
    this strategy could have a material adverse effect on our
    business.
   28




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Product
    defects could result in increased costs, damage to our
    reputation and loss of revenues and market share.
    We are
    subject to the management report and auditor attestation report
    requirements of Section 404 of the Sarbanes-Oxley Act; if we
    fail to maintain an effective system of internal control over
    financial reporting, we may be unable to accurately report our
    financial results or prevent fraud, and investor confidence and
    the market price of our ADSs may be adversely
    affected.
  Form 20-F
 29




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If we
    are unable to attract, train and retain technicians and a
    skilled labor force, our business may be materially adversely
    affected.
  and/or
  Fluctuations
    in exchange rates could adversely affect our
    business.
        Compliance
    with environmental and safety regulations is expensive, and
    noncompliance may result in adverse publicity and potentially
    significant monetary damages and fines or suspension of our
    business operations.
   30




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We
    have limited insurance coverage and may incur losses resulting
    from product liability claims or business
    interruptions.
    Failure
    to protect our intellectual property rights, know-how and
    technology may undermine our competitive position.
  and/or
 31




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We may
    be exposed to infringement, misappropriation or other claims by
    third parties and an adverse determination could result in us
    paying significant damages.
    We
    have granted, and may continue to grant, stock options under our
    stock incentive plan and our net income could be adversely
    impacted.
    Most
    of our production, storage, administrative and R&D
    facilities are located in close proximity to one another in
    Xinyu city of Jiangxi province. Any damage or disruption at
    these facilities would have a material adverse effect on our
    business, financial condition and results of
    operations.
   32




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Risks
    Relating to Business Operations in China
  Changes
    in PRC political and economic policies and conditions could
    adversely affect our business and prospects.
    Changes
    in foreign exchange and foreign investment regulations in China
    may affect our ability to invest in China and the ability of our
    PRC subsidiaries to pay dividends and service debts in foreign
    currencies.
     33




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The
    uncertain legal environment in China could have a negative
    impact on our business and prospects and also limit the legal
    protections available to you.
    Expiration
    of, or changes to, current PRC tax incentives that our business
    enjoys could have a material adverse effect on our results of
    operations.
    
    a two-year exemption from the national enterprise income tax
    from their first profitable year; and
    a 50% reduction of their applicable national enterprise income
    tax rate for the succeeding three years.    
    a five-year exemption from the 3% local enterprise income tax
    from their first profitable year; and
    a 50% reduction of their local enterprise income tax rate for
    the succeeding five years.     34




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2-year-exemption-plus-3-year-50%-reduction
  Our
    business, financial condition and results of operations could be
    adversely affected by the PRC labor laws and
    regulations.
    We may
    be deemed a PRC resident enterprise under the EIT Law and be
    subject to the PRC taxation on our worldwide
    income.
     35




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Dividends
    payable by us to our foreign investors and gains on the sale of
    our shares or ADSs may be subject to withholding taxes under PRC
    tax laws.
    We
    rely principally on dividends, if any, paid by our subsidiaries
    to fund our cash and financing requirements, and any limitation
    on the ability of our PRC subsidiaries to pay dividends to us
    could have a material adverse effect on our ability to conduct
    our business.
   36




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PRC
    regulations relating to the establishment of offshore special
    purpose companies by PRC residents may subject our PRC resident
    shareholders to personal liability and limit our ability to
    acquire PRC companies or to inject capital into our PRC
    subsidiaries, limit our PRC subsidiaries ability to
    distribute profits to us, or otherwise materially adversely
    affect us.
    All
    employee participants to our existing 2006 stock incentive plan
    who are PRC citizens may be required to register with SAFE. We
    may also face regulatory uncertainties that could restrict our
    ability to adopt additional option plans for our directors and
    employees under PRC laws.
      We
    face risks related to health epidemics and other outbreaks of
    contagious diseases, including influenza A (H1N1), avian flu and
    SARS.
   37




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Risks
    Relating to Our ADSs and Shares
  The
    market price of our ADSs has been and may continue to be
    volatile, which could cause the value of your investments to
    decline.
      
    announcements of technological or competitive developments;
    regulatory developments in our target markets affecting us, our
    customers or our competitors;
    announcements regarding patent litigation or the issuance of
    patents to us or our competitors;
    announcements of studies and reports relating to the conversion
    efficiencies of our products or those of our competitors;
    actual or anticipated fluctuations in our quarterly operating
    results;
    changes in financial estimates or other material comments by
    securities analysts relating to us, our competitors or our
    industry in general;
    release or expiry of
    lock-up or
    other transfer restrictions on our outstanding ordinary shares
    or ADSs;
    a breach or default, or the perception of a possible breach or
    default, under our existing loan agreements, credit facilities
    or other debt instruments;
    announcements by other companies in our industry relating to
    their operations, strategic initiatives, financial condition or
    financial performance or to our industry in general;
    announcements of acquisitions or consolidations involving
    industry competitors or industry suppliers;
    changes in the economic performance or market valuations of
    other PV technology companies;
    addition or departure of our executive officers and key research
    personnel;
    sales or perceived sales of additional ordinary shares or ADSs
    by us or our significant shareholders; and
    impact and development of any lawsuit, currently pending or
    threatened, or that may be instituted in the future.   38




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We may
    not be able to pay any dividends on our shares and
    ADSs.
    Future
    financings, including sales of our ADSs, shares or equity-linked
    securities in the public market, may cause a dilution in your
    shareholding, cause the price of our ADSs to decline, or place
    restrictions on our operations.
      
    limit our ability to pay dividends or require us to seek
    consents for the payment of dividends;
    increase our vulnerability to general adverse economic and
    industry conditions;
    limit our ability to pursue our business strategies;
    require us to dedicate a substantial portion of our cash flow
    from operations to service our debt, thereby reducing the
    availability of our cash flow to fund capital expenditure,
    working capital requirements and other general corporate
    needs; and
    limit our flexibility in planning for, or reacting to, changes
    in our business
    and/or our
    industry.  Substantial
    future sales or perceived sales of our ADSs, ordinary shares or
    equity-linked securities in the public market could cause the
    price of our ADSs to decline.
   39




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Holders
    of ADSs have fewer rights than shareholders and must act through
    the depositary to exercise those rights.
    You
    may be subject to limitations on transfers of your
    ADSs.
    You
    may not receive distributions on shares or any value for them if
    it is unlawful or impractical to make them available to
    you.
    You
    may not be able to participate in rights offerings or elect to
    receive stock dividends and may experience dilution of your
    holdings, and the sale, deposit, cancellation and transfer of
    our ADSs issued after exercise of rights may be
    restricted.
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Anti-takeover
    provisions of our articles of association could prevent a change
    in control even if such takeover is beneficial to our
    shareholders, and certain provisions of our convertible senior
    notes could also discourage an potential acquirer.
    Form F-3 333-152009)
  We are
    a Cayman Islands company and, because judicial precedent
    regarding the rights of shareholders is more limited under
    Cayman Islands law than that under U.S. law, ADS holders may
    have less protection for their shareholder rights than such
    holders would under U.S. law.
   41




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
    to recognize or enforce against us judgments of courts of the
    United States based on certain civil liability provisions of
    U.S. securities laws; and
    to impose liabilities against us, in original actions brought in
    the Cayman Islands, based on certain civil liability provisions
    of U.S. securities laws that are penal in nature.      You
    may have difficulty enforcing judgments obtained against
    us.
    ITEM 4.
    INFORMATION
    ON THE COMPANY A.  History
    and Development   42




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790) 686-0171. www.ldksolar.com.
   B.  Business
    Overview         43




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and/or
  E-Ton,
    Competitive
    Strengths
    
    Largest solar wafer manufacturer.  We are the
    worlds largest manufacturer of solar wafers in terms of
    capacity, according to Solarbuzz. We have established a
    large-scale wafer manufacturing facility with an annual
    manufacturing capacity of approximately 1.8 GW as of
    December 31, 2009. Our leading position has enabled us to
    form strong strategic relationships with our customers,
    including some key cell and module players in the industry. Such
    strategic relationships have helped us gain feedback to improve
    our manufacturing process and our technology and enter into new
    long-term contracts. Leveraging our scale and market position,
    we are able to procure advanced production equipment on
    favorable terms. As of December 31, 2009, we had invested
    $1.1 billion in property, plant and equipment for our wafer
    facilities.
    Cost-effective production.  We believe our
    production is cost-effective due to our efficient production
    process, China-based manufacturing facilities and R&D, and
    economy of scale. For our wafer business, we have developed
    processing technologies to reduce our production costs at each
    step of the production process, which include recycling more
    polysilicon, producing bigger ingots, increasing wafer size,
    reducing wafer thickness, recovering slurry and increasing
    production yield. For our polysilicon business, our in-house
    production of most of the raw materials, low energy consumption
    and costs, and large scale will allow us to produce polysilicon
    cost-effectively. By producing all of our products in China, we
    are able to benefit from low-cost labor, land, ancillary
    equipment and facilities, consumables and utilities. We also
    benefit from reliable and low-cost electricity in China, paying
    Rmb 0.40 and Rmb 0.25 per
    kilowatt-hour
    for wafering and polysilicon production, respectively. Our
    R&D efforts are aimed at achieving both near-term
    production process efficiency improvements and long-term
    technological achievements through our collaboration with
    leading universities and our internal resource. For the year
    ended December 31, 2009, our conversion cost was
    approximately $0.35 for wafers we manufacture and approximately
    $0.31 for wafers we process for our customers.
    In-house polysilicon production.  Polysilicon
    is the largest cost component for manufacturing wafers.
    Polysilicon production is also the most complicated step in the
    solar value chain compared to wafer manufacturing, cell or
    module manufacturing, system integration and project
    development. By having our own in-house polysilicon
    capabilities, we are able to reduce material costs, maintain
    quality control, ensure availability and reduce the overall time
    in our production process. As of December 31, 2009, we had
    an installed annualized polysilicon production capacity of 6,000
    metric tons. We utilize a modified Siemens process and have
    completed the installation of our closed-loop production process
    for the first 1,000-metric-ton facility. We also produce most of
    the chemicals and gases that are required to produce polysilicon
    such as TCS, HCl and hydrogen. We are in the process of
    expanding our polysilicon facilities and expect to increase our
    total production capacity to 18,000 metric tons by the end of
    2011. As of December 31, 2009, we had invested
    $1.7 billion in fixed assets for our polysilicon facilities. 44




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
    Vertically integrated capabilities.  Along with
    our polysilicon and wafering capabilities, we also sell modules,
    develop projects and provide EPC services to our customers. As
    of December 31, 2009, we sold 32.7 MW of modules to
    our customers. In February 2010, we acquired the crystalline
    module manufacturing plant of Best Solar. We believe our
    vertically integrated business model provides a more streamlined
    and efficient production process, shorter production cycles,
    better quality control and lower costs when compared to less
    vertically integrated solar companies. We believe our vertically
    integrated model has improved our margins and helped reduced
    negative pressure on margins from recent changes in industry
    dynamics. Depending on market conditions, we have the
    flexibility to buy and sell solar products along the value chain
    to maximize our revenue and profit.
    Strong and diversified customers base.  We have
    established a number of long-term relationships and sales
    arrangements with key players in the PV industry. Our current
    customer base consists of some of the major international
    players in the PV cell and module manufacturing sector,
    including CSI,
    E-Ton,
    Gintech, Hyundai, Motech, Neo Solar and Q-Cells. Our revenues
    are also diversified geographically around the world. For the
    year ended December 31, 2009, our products were sold to
    over 150 customers in 24 countries.  Our
    Strategies
    
    Maintain our cost leadership position.  We have
    developed proprietary manufacturing processes to reduce our
    costs and increase our operational efficiency in our overall
    production processes. We plan to continue to devote substantial
    R&D resources and recruit additional experienced R&D
    personnel to enhance our technological capabilities in order to
    reduce manufacturing costs, improve production yield and pursue
    technological innovation. We plan to continue our strategy of
    providing high quality solar wafers at competitive prices by
    focusing on maximizing polysilicon utilization, improving
    polysilicon recovery, reducing costs associated with raw
    materials and consumable items and relying more on in-house
    polysilicon feedstock. We are in the process of ramping up our
    in-house polysilicon production capabilities. Polysilicon
    continues to remain the highest cost component in wafer
    production despite the recent decreases in its price. By
    producing polysilicon internally, we should be able to reduce
    purchases of polysilicon on the spot market, which we believe
    should help us achieve favorable blended raw material costs.
    Continue to expand and strengthen our in-house polysilicon
    capabilities.  We plan to continue to expand and
    strengthen our in-house polysilicon capabilities. Since August
    2007, we have formed a strong team of engineers and technicians
    to build our polysilicon facilities. In September 2009 and May
    2010, we completed the first production run for the first
    5,000-metric-ton train of our 15,000-metric-ton polysilicon
    facilities and achieved mechanical completion of the second
    5,000-metric-ton train, respectively, which increased our
    annualized production capacity to 11,000 metric tons. We expect
    to increase our total installed annualized polysilicon capacity
    to 18,000 metric tons by 2011. We intend to expand and
    strengthen our capabilities by acquiring more equipment
    necessary for manufacturing and testing polysilicon, continuing
    the installation of our remaining production lines and further
    strengthening our engineering capabilities. By strengthening our
    polysilicon capabilities we seek to lower the cost, enhance the
    quality and increase the yield of the polysilicon we produce. We
    should be able to strengthen our competitive position in the
    solar value chain as polysilicon production is more complicated
    and has fewer players when compared with cell and module
    production.
    Continue to vertically integrate our capabilities
    downstream.  We plan to continue to pursue our
    strategy of vertical integration. We currently produce
    polysilicon, wafers and modules in-house and outsource our cell
    manufacturing capabilities to third-party providers on a tolling
    basis with our wafers. We also develop solar projects in Europe
    and China and provide EPC services in China. In addition to
    enhancing our polysilicon production capabilities, we intend to
    build up other parts in our solar value chain such as cell
    production. We are in the process of establishing an R&D
    line for high-efficiency cell production. We intend to continue
    to expand our module business through in-house productions
    and/or
    potential acquisitions. We believe by being a vertically
    integrated solar company, we will be able to provide our
    customers with a range of services 45




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and products while at the same time giving us better control of
    the time to market, costs and quality of the products we
    manufacture.  
    Further expand module business by building out sales,
    marketing and development teams.  We plan to
    continue to broaden our geographic presence and further
    strengthen our relationships with customers both in China and
    overseas for both the wafers and modules we sell. We intend to
    further enhance our own module brand and distribution
    capabilities for our brand and our OEM modules by increasing the
    sales and marketing efforts in countries such as U.S., China and
    various European countries. Besides selling to third parties, we
    also use the modules in our projects. We intend to continue to
    build out our project development teams in Europe and China,
    which will enable us to strengthen our brand in solar farms as
    well as rooftops and building-integrated-photovoltaic, or BIPV.
    Consider various strategic alternatives.  We
    intend to continue to consider suitable opportunities to enter
    into strategic alliances or acquisitions and to restructure or
    to sell a minority interest in our business. We plan to seek
    alliances or acquisitions that provide synergies or otherwise
    strengthen our existing business, relating to upstream or
    downstream players with various technology capabilities in the
    production of polysilicon, cells or modules. In addition, to the
    extent we believe it is synergistic and favorable to our
    business, we may also consider acquisitions of other solar wafer
    manufacturers. We may consider to restructure or to sell a
    minority interest in our business to strengthen our business and
    balance sheet or bring in a strategic partner that can provide
    synergies to our current operations. We believe that our
    relationships with many industry participants and our knowledge
    of, and experience in, the PV industry enables us to understand
    industry trends, technological developments and applications of
    PV technologies, which should assist us in considering various
    alternatives.  Our
    Products and Services
      Wafer
    production
    
    Production of Polysilicon Ingot.  We prepare
    our polysilicon feedstock with de-ionized water in etching
    stations. The prepared polysilicon feedstock is then placed in
    crucibles and each crucible is loaded into our DSS furnaces for
    melting and crystallization. Polysilicon ingots formed during
    the crystallization process are then cut into smaller blocks
    with a squarer, a process known as squaring. Our polysilicon
    ingots are currently 270 kilograms or 450 kilograms in weight
    and 690 by 690 mm or 840 by 840 mm in width and 243 mm in
    height. We have been engaged in R&D efforts in
    collaboration with GT Solar to increase the number of wafers
    that can be produced per standard ingot by 15%. We successfully
    produced a multicrystalline silicon ingot weighing 660 kilograms
    in June 2009. The
    660-kilogram
    ingot was the largest ingot we produced and represented a 46.7%
    increase in capacity from the standard 450 kilogram ingot.
    Casting process for monocrystalline wafers is generally more
    expensive than that for multicrystalline wafers with similar
    dimensions. However, monocrystalline wafers are generally more
    efficient than multicrystalline wafers because the increased
    conductivity of electrons in monocrystalline silicon yields
    higher energy conversion rates than multicrystalline silicon. 46




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
    Wafering.  After inspection, the polysilicon
    blocks are cropped and prepared for slicing. Then the
    polysilicon blocks are sliced into wafers by wire saws. We then
    wash and dry the wafers at our wafer cleaning stations for final
    inspection, packaging and delivery.      
      
    361 DSS furnaces used for ingot production;
    67 squarers used to cut ingots into blocks;
    219 wire saws used to slice blocks into wafers; and
    other supplemental or ancillary facilities.          Polysilicon
    production
   47




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top-up
        
   48




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
    33 reactors;
    16 converters; and
    other ancillary polysilicon production equipment.    Module
    production
    and/or
    Engineering,
    procurement, construction and development
      Quality
    Control
     49




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Customers,
    Sales and Marketing
  E-Ton,
    and/or
   50




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Suppliers
  Raw
    materials and consumables
      
    semiconductor materials trading companies;
    solar cell and module makers; and
    solar-grade virgin polysilicon manufacturers.      and/or
       51




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Equipment
      
    519 additional DSS furnaces from GT Solar and JYT Corporation;
    two additional wafering wire saws from Applied Materials;
    22 additional polysilicon reactors and eight converters from GT
    Solar and M.S.A Apparatus Construction for Chemical Equipment
    Ltd; and
    other ancillary equipment.    and/or
  Competition
    Sino-American and/or and/or
 52




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and/or
    
    cost competitiveness and price;
    continuous access to polysilicon feedstock;
    product quality;
    economies of scale;
    advanced technology and manufacturing processes; and
    strong global distribution channels.      Property
    Owned
    property
    Leased
    property
       53




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Insurance
  25-year
  Production
    Safety and Environment
    Safety
      Environment
  on-site
  state-of-the-art
  Regulatory
    Framework
    Renewable
    Energy Law and Government Directives
   54




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Environmental
    Regulations
    Restriction
    on Foreign Investments
    Tax
   55




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##### Table of Contents



2-year-exemption-plus-3-year-50%-reduction
      Foreign
    Currency Exchange
   56




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Dividend
    Distribution
    
    Company Law of 1993, as amended;
    Wholly Foreign-owned Enterprise Law of 1986, as amended;
    Wholly Foreign-owned Enterprise Law Implementation Rules of
    1990, as amended;
    Equity Joint Venture Enterprise Law of 1979, as amended; and
    Equity Joint Venture Enterprise Law Implementation Rules of
    1983, as amended.    Regulation
    of Overseas Investments and Listings
       57




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
    CSRC currently has not issued any definitive rule or
    interpretation requiring offerings like our IPO to be subject to
    its new procedures; and
    In spite of the above, because we completed our restructuring
    and established an overseas holding structure before the
    M&A rule came into effect, neither the M&A rule nor
    the CSRC approval procedures require an application to be
    submitted to CSRC for the approval of the listing and trading of
    our ADSs on the New York Stock Exchange unless we are clearly
    required to do so by possible later rules of CSRC.  C.
    Organizational
    Structure     58




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##### Table of Contents



D.
    Property,
    Plants And Equipment    ITEM 4A.
    UNRESOLVED
    STAFF COMMENTS    ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS  A.
    Operating
    Results  You should read the following discussion and analysis of our
    financial condition and results of operations in conjunction
    with the section entitled Item 3. Key
    Information  A. Selected Financial and Operating
    Data and our audited consolidated financial statements
    included in this report beginning on
    page F-1.
    The following discussion and analysis contain forward-looking
    statements that involve risks and uncertainties. Our actual
    results and the timing of selected events could differ
    materially from those anticipated in these forward-looking
    statements as a result of various factors, including those set
    forth under Item 3. Key Information  D.
    Risk Factors and elsewhere in this report.
 59




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##### Table of Contents



Overview
      and/or
  E-Ton,
      Key
    Factors Affecting Our Results of Operations
    
    demand for our PV products, including government incentives to
    promote the usage of solar energy;
    our production capacity and its utilization; 60




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##### Table of Contents




    the availability, cost, quality and mix of our polysilicon
    feedstock;
    our ability to produce polysilicon feedstock at our polysilicon
    manufacturing plant in sufficient quantities cost-efficiently;
    our manufacturing costs; and
    the pricing of our products.  Demand
    for our PV products
  and/or
    Our
    production capacity and its utilization
    Availability,
    cost, quality and mix of our polysilicon feedstock
   61




---



##### Table of Contents



Our
    ability to produce polysilicon feedstock at our polysilicon
    manufacturing plant
    Our
    manufacturing costs
    ramp-up
 62




---



##### Table of Contents



Pricing
    of our wafers and modules
    Net
    Sales
  and/or
  E-Ton,
    
    China;
    Asia Pacific ex-China; 63




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##### Table of Contents




    Europe; and
    North America.    Year Ended December 31,2007


2008


2009Geographic Region

Net Sales


% of Total


Net Sales


% of Total


Net Sales


% of Total(In thousands)





(In thousands)





(In thousands)China

$
154,224



29.4
%

$
463,101



28.2
%

$
274,019



25.0
%Asia Pacific ex-China


216,295



41.3



494,488



30.1



552,610



50.3Europe


105,499



20.1



614,671



37.4



223,835



20.4North America


47,928



9.2



71,235



4.3



47,574



4.3Net sales

$
523,946



100.0
%

$
1,643,495



100.0
%

$
1,098,038



100.0
%     Cost of
    Goods Sold
    
    polysilicon feedstock, including solar-grade virgin polysilicon,
    polysilicon ingots, polysilicon powder, scraps, recyclable
    polysilicon and various feedstock for polysilicon production
    (with the costs determined using the weighted average method);
    consumables, including slurry, crucibles, sawing wires and
    packaging materials;
    depreciation and amortization of property, plant, equipment and
    technical know-how;
    factory overhead, including utilities, net of government
    subsidies, maintenance of production equipment and other support
    expenses associated with the manufacturing of our solar wafers
    and ingots;
    direct labor, including salaries and benefits of personnel
    directly involved in manufacturing activities;
    stock-based compensation attributable to our manufacturing
    personnel; and
    provisions for inventory write-downs due to product defects or
    decline in market prices for our inventories.    Operating
    Expenses
    Selling
    expenses
   64




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##### Table of Contents



General
    and administrative expenses
  ramp-up
  Research
    and development expenses
      Share-based
    Compensation Expenses
    
    approximately $1,772,000, $3,667,000 and $3,381,000,
    respectively, to our cost of goods sold;
    approximately $19,000, $27,000 and $32,000, respectively, to our
    selling expenses;
    approximately $5,828,000, $12,609,000 and $10,478,000,
    respectively, to our general and administrative expenses;
    approximately $1,771,000, $311,000 and $321,000, respectively,
    to our R&D expenses; and
    approximately $159,000, nil and nil, respectively, was
    capitalized in property, plant and equipment.    Other
    Income and Expenses
    Interest
    income or expense
   65




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##### Table of Contents



Foreign
    currency exchange gain/(loss), net
    Government
    subsidy
      Taxation
    and Incentives
      
    a two-year exemption from the national enterprise income tax
    from their first profitable year; and
    a 50% reduction of their applicable national enterprise income
    tax rate for the succeeding three years.    
    a five-year exemption from the 3% local enterprise income tax
    from their first profitable year; and
    a 50% reduction of their local enterprise income tax rate for
    the succeeding five years.   66




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##### Table of Contents



2-year-exemption-plus-3-year-50%-reduction
        Critical
    Accounting Policies
    
    the reported amounts of our assets and liabilities;
    the disclosure of our contingent assets and liabilities at the
    end of each reporting period; and
    the reported amounts of revenues and expenses during each
    reporting period.   67




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##### Table of Contents




    our selection of critical accounting policies;
    the judgment and other uncertainties affecting the application
    of such policies; and
    the sensitivity of reported results to changes in conditions and
    assumptions.    Depreciation
    and amortization
    Impairment
    of long-lived assets
    Balance
    sheet classification for inventory
   68




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##### Table of Contents



Realization
    for inventory
    Provision
    for doubtful recoveries on prepayment to suppliers
    Share-based
    compensation
   69




---



##### Table of Contents




    no material changes in the existing political, legal, fiscal and
    economic conditions in China;
    no major changes in the tax rates applicable to our subsidiary
    in China;
    our ability to retain competent management, key personnel and
    technical staff to support our ongoing operations; and
    no material deviation in industry trends and market conditions
    from economic forecasts.    U.S.-listed
   70




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##### Table of Contents



Fair Value ofOrdinary SharesGrant Date

Number of Options

Exercise Price

at Grant DateFebruary 6, 2007


2,065,900


$
9.00


$
7.98April 17,
    2007(1)


100,000



9.00



25.00May 14,
    2007(2)


350,900



25.00



25.00May 31,
    2007(3)


100,000



9.00



27.00July 6,
    2007(4)


633,400



33.96



33.53October 17,
    2007(4)


200,000



9.00



44.75December 3,
    2007(4)(5)


734,500



29.55



32.30January 5,
    2008(4)(5)


60,000



43.81



43.30February 25,
    2008(4)(5)


10,000



31.05



32.46April 22,
    2008(4)(5)


33,000



33.57



32.75July 29,
    2008(4)(5)


10,000



32.70



34.99October 31,2008(4)(5)


60,000



18.06



18.19November 13,
    2008(4)


291,300



13.12



14.32January 15,
    2009(4)(5)


423,100



13.06



9.79April 16,
    2009(4)(5)


287,300


$
8.46


$
5.85     (1)
    
    Represents the 100,000 options
    granted on April 17, 2007 to Gang Wang, one of our
    directors. We estimated the fair value of our shares as of the
    grant date to be $25.00 per share, based on our preliminary
    discussions with the underwriters for our IPO regarding its
    possible price range.(2)
    
    Represents the 350,900 options
    authorized on April 17, 2007 granted to our employees. The
    exercise price for such options was $25.00, the low end of the
    price range as shown on the cover page of our preliminary IPO
    prospectus. The grant date of such options was May 14,
    2007, the date such exercise price was determined. We estimated
    the fair value of the shares on the grant date of such options
    to be $25.00 per share, the low end of the price range set forth
    on the cover page of the preliminary IPO prospectus.(3)
    
    Represents the 100,000 options
    authorized on April 17, 2007 granted to Mr. Louis T.
    Hsieh, who became our director on the date of our IPO. The
    exercise price for such options was $9.00 per share and the
    grant date of such options was the date of our IPO prospectus.
    We determined the fair value of our shares on such grant date to
    be the IPO price per share, which was $27.00.(4)
    
    Represents options granted to our
    directors and employees. The fair value of our shares on such
    grant date was based on the closing price of our ADSs listed on
    the New York Stock Exchange for the trading day prior to the
    grant date.(5)
    
    As a result of the significant
    decreases of our share prices amid the global economic slowdown
    and financial market crisis, we and some of our optionees agreed
    to cancel some of the previously granted, but not yet vested,
    stock options in lieu of newly granted options in January and
    April 2009 with similar terms at lower exercise prices.    February 6, 2007 grant.
   71




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##### Table of Contents



price-to-earnings
    Option grants on April 17, May 14 and May 31,
    2007.
    Option grants after July 1, 2007.
  Convertible
    senior notes
    Derivatives and Hedging 470-20, Debt with Conversion and Other Options 470-20. 470-20
 72




---



##### Table of Contents



470-20 470-20 470-20 Form 6-K
    Recently
    Issued Accounting Standards
  2009-16, Transfers and Servicing (Topic 860)  Accounting
    for Transfers of Financial Assets 2009-16, Accounting for Transfers of Financial Assets 2009-16 Accounting for Transfers and Servicing of
    Financial Assets and Extinguishments of Liabilities 2009-16 2009-16 2009-16
  No. 2010-06, Improving Disclosures about Fair Value Measurements 2010-06, 820-10, Fair Value Measurements and Disclosures 
    Overall 2010-06 2010-06 2010-06
  Results
    of Operations
   73




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##### Table of Contents



Year
    ended December 31, 2009 compared with year ended
    December 31, 2008
  Year Ended December 31,2008


2009(As adjusted)(In thousands)


(% of Net Sales)


(In thousands)


(% of Net Sales)Net sales

$
1,643,495



100.0
%

$
1,098,038



100.0
%Cost of goods sold


(1,555,139
)


(94.6
)


(1,211,621
)


(110.3
)Gross profit (loss)


88,356



5.4



(113,583
)


(10.3
)Selling expenses


(3,786
)


(0.2
)


(4,738
)


(0.4
)General and administrative expenses


(68,010
)


(4.2
)


(91,513
)


(8.3
)Research and development expenses


(7,570
)


(0.5
)


(8,299
)


(0.8
)Legal settlements, net of insurance recoveries










(10,000
)


(0.9
)Impairment loss for property, plant and equipment










(1,999
)


(0.2
)Total operating expenses


(79,366
)


(4.9
)


(116,549
)


(10.6
)Income (Loss) from operations


8,990



0.5



(230,132
)


(20.9
)Other income (expenses):Interest income


5,875



0.4



2,408



0.2Interest expense and amortization of convertible senior notes
    issuance costs and debt discount


(38,162
)


(2.3
)


(50,068
)


(4.6
)Foreign currency exchange gain (loss), net


14,495



0.9



(613
)


(0.1
)Government subsidies


19,665



1.2



26,927



2.5Change in fair value of prepaid forward contracts


60,028



3.7







Equity in income (loss) of an associate and a jointly-controlled
    entity


704



0.0



(3,343
)


(0.3
)Others, net


(48
)


(0.0
)


(87
)


Earnings (Loss) before income tax


71,547



4.3



(254,908
)


(23.2
)Income tax (expense) benefit


(5,139
)


(0.3
)


20,912



1.9Net income (loss)


66,408



4.0



(233,996
)


(21.3
)Earnings attributable to non-controlling interests










(229
)


Net income (loss) attributable to our shareholders

$
66,408



4.0
%

$
(234,225
)


(21.3
)%   Net sales.
 74




---



##### Table of Contents



Year Ended December 31,2008


2009Product

Net Sales


% of Total


Net Sales


% of Total(In millions)





(In millions)Wafers

$
1,495.0



91.0
%

$
945.0



86.1
%Processing of wafers on behalf of others


116.9



7.1



80.6



7.3Modules










58.9



5.4Silicon materials


31.6



1.9



8.0



0.7Others










5.5



0.5Total net sales

$
1,643.5



100.0
%

$
1,098.0



100.0
%         Year Ended December 31,2008


2009Geographic Region

Net Sales


% of Total


Net Sales


% of Total(In millions)





(In millions)Mainland China

$
463.1



28.2
%

$
274.0



25.0
%Asia Pacific ex-Mainland-China


494.5



30.1



552.6



50.3Europe


614.7



37.4



223.8



20.4North America


71.2



4.3



47.6



4.3Total net sales

$
1,643.5



100.0
%

$
1,098.0



100.0
%     Cost of goods sold.
 75




---



##### Table of Contents



Year Ended December 31,2008


2009Product

Cost of Goods Sold


% of Total


Cost of Goods Sold


% of Total(In millions)





(In millions)Wafers(1)

$
1,446.6



93.0
%

$
1,089.7



89.9
%Processing of wafers on behalf of others


83.4



5.4



62.2



5.2Modules










52.1



4.3Silicon materials


25.1



1.6



3.5



0.3Others










4.1



0.3Total cost of goods sold

$
1,555.1



100.0
%

$
1,211.6



100.0
%     (1)
    
    Includes substantially all of the
    provision for inventory write-downs in 2008 and 2009.  Gross profit (loss).
  Operating expenses.
 76




---



##### Table of Contents



Interest income and expense.
  Foreign currency exchange gain, net.
  Government subsidies.
  Equity in income (loss) for an associate and a
    jointly-controlled entity.
  Change in fair value of prepaid forward
    contracts.
  Income tax (expense) benefit.
 77




---



##### Table of Contents



Net income (loss).
  Loss attributable to non-controlling
    interests.
  Net income (loss) attributable to our
    shareholder.
  Earnings per ordinary share.
 78




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##### Table of Contents



Year
    ended December 31, 2008 compared with year ended
    December 31, 2007
  Year Ended December 31,2007


2008(In thousands)


(% of Net Sales)


(As adjusted) (In thousands)


(% of Net Sales)Net sales

$
523,946



100.0
%

$
1,643,495



100.0
%Cost of goods sold


(353,709
)


(67.5
)


(1,555,139
)


(94.6
)Gross profit


170,237



32.5



88,356



5.4Selling expenses


(873
)


(0.2
)


(3,786
)


(0.2
)General and administrative expenses


(19,360
)


(3.7
)


(68,010
)


(4.2
)Research and development expenses


(3,202
)


(0.6
)


(7,570
)


(0.5
)Total operating expenses


(23,435
)


(4.5
)


(79,366
)


(4.9
)Income from operations


146,802



28.0



8,990



0.5Other income/(expenses):Interest income


4,109



0.8



5,875



0.4Interest expense and amortization of convertible senior notes
    issuance costs


(9,419
)


(1.8
)


(38,162
)


(2.3
)Decrease in fair value of warrants


2



0.0







Foreign currency exchange (loss)/gain, net


(1,654
)


(0.3
)


14,495



0.9Government subsidies


3,461



0.7



19,665



1.2Change in fair value of prepaid forward contracts










60,028



3.7Equity in income of an associate










704



0.0Others, net










(48
)


(0.0
)Earnings before income tax


143,301



27.4



71,547



4.3Income tax benefit/(expense)


758



0.1



(5,139
)


(0.3
)Net income


144,059



27.5



66,408



4.0Accretion of Series A preferred shares to redemption value


(860
)


(0.2
)






Accretion of Series B preferred shares to redemption value


(2,726
)


(0.5
)






Accretion of Series C preferred shares to redemption value


(1,351
)


(0.2
)






Net income available to ordinary shareholders

$
139,122



26.6
%

$
66,408



4.0
%   Net sales.
 79




---



##### Table of Contents



Year Ended December 31,2007


2008Product

Net Sales


% of Total


Net Sales


% of Total(In millions)





(In millions)156 x 156 mm wafers

$
408.1



77.9
%

$
1,347.2



82.0
%125 x 125 mm wafers


92.3



17.6



132.9



8.1150 x 150 mm wafers


1.3



0.2



14.9



0.9Processing of wafers on behalf of others


18.7



3.6



116.9



7.1Silicon materials


3.5



0.7



31.6



1.9Total net sales

$
523.9



100.0
%

$
1,643.5



100.0
%         Year Ended December 31,2007


2008Geographic Region

Net Sales


% of Total


Net Sales


% of Total(In millions)





(In millions)Mainland China

$
154.2



29.4
%

$
463.1



28.2
%Asia Pacific ex-Mainland-China


216.3



41.3



494.5



30.1Europe


105.5



20.1



614.7



37.4North America


47.9



9.2



71.2



4.3Total net sales

$
523.9



100.0
%

$
1,643.5



100.0
%    80




---



##### Table of Contents



Cost of goods sold.
    Year Ended December 31,2007


2008Product

Cost of Goods Sold


% of Total


Cost of Goods Sold


% of Total(In millions)





(In millions)156 x 156 mm
    wafers(1)

$
268.3



75.9
%

$
1,300.7



83.6
%125 x 125 mm wafers


68.5



19.4



130.9



8.4150 x 150 mm wafers


1.1



0.3



15.0



1.0Processing of wafers on behalf of others


13.1



3.7



83.4



5.4Silicon materials


2.7



0.7



25.1



1.6Total cost of goods sold

$
353.7



100.0
%

$
1,555.1



100.0
%     (1)
    
    Includes substantially all of the
    provision for inventory write-downs in 2008. There was no such
    write-down in 2007.  Gross profit.
    Operating expenses.
  Interest income and expense.
 81




---



##### Table of Contents



Foreign currency exchange (loss)/gain,
    net.
  Government subsidies.
  Change in fair value of prepaid forward
    contracts.
  Income tax expense.
  Net income.
  Net income available to ordinary
    shareholders.
  Earnings per ordinary share.
 82




---



##### Table of Contents



B.
    Liquidity
    and Capital Resources  Prepayments
    to Suppliers
      Advance
    Payments from Customers
    Cash Flow
    and Working Capital
      Year Ended December 31,2007


2008


2009(As adjusted)(In thousands)Net cash (used in)/provided by operating activities

$
(80,663
)

$
333,061


$
18,614Net cash used in investing activities


(328,623
)


(1,247,174
)


(797,315
)Net cash provided by financing activities


462,324



1,087,698



907,315Effect of exchange rate changes on cash


205



(1,532
)


624Net increase in cash and cash equivalents


53,243



172,053



129,238Cash and cash equivalents at the beginning of period


30,227



83,470



255,523Cash and cash equivalents at the end of period

$
83,470


$
255,523


$
384,761  83




---



##### Table of Contents



Operating
    activities
        Investing
    activities
       84




---



##### Table of Contents



Financing
    activities
              
    In February 2007, we borrowed $8.8 million in aggregate
    principal amount from Bank of China, which is payable in two
    equal annual installments of $4.4 million in 2008 and 2009.
    This facility carries a variable interest with reference to the
    prevailing two-year U.S. dollar loan rate set by Bank of
    China. The effective interest rate of this facility was 8.9% as
    of December 31, 2008. Interest is payable quarterly. This
    facility is secured by our plant, machinery and certain of our
    raw materials and is guaranteed by our chairman and chief
    executive officer, Mr. Peng, and companies controlled by
    Mr. Peng.
    In April 2008, we borrowed $60 million in aggregate
    principal amount from China Development Bank, which is repayable
    in five installments: $5 million in 2009, $10 million
    in 2010, $10 million in 2011, $15 million in 2012 and
    $20 million in 2013. This facility carries a variable
    interest with reference to the prevailing six-month
    U.S. dollar LIBOR rate. The effective interest rate of this
    facility was 3.430% as of December 31, 2009. Interest is
    payable semi-annually. This facility is secured by our plant and
    machinery and guaranteed by our chairman and chief executive
    officer, Mr. Peng and his wife, Ms. Shan Zhou. 85




---



##### Table of Contents




    In March and April 2008, we borrowed $23.4 million and
    $5.9 million in aggregate principal amount, respectively,
    from Agricultural Bank of China. These facilities are repayable
    in 2011. These facilities carry a variable interest with
    reference to the prevailing base lending rate set by the
    Peoples Bank of China. The effective interest rate of
    these facilities were 5.400% as of December 31, 2009.
    Interest is payable quarterly. These facilities are secured by
    certain of our raw materials.
    In July 2008, we borrowed $36.6 million in aggregate
    principal amount from China Construction Bank, which is
    repayable in four installments: $5.9 million in 2009,
    $10.2 million in 2010, $14.6 million in 2011, and
    $5.9 million in 2012. This facility is unsecured and
    carries a variable interest rate with reference to the
    prevailing base lending rate set by the Peoples Bank of
    China. The effective interest rate of the loan was 5.760% as of
    December 31, 2009. Interest is payable monthly.
    In August 2008, we borrowed $29.3 million in aggregate
    principal amount from Bank of China, which is repayable in
    February 2010. The loan is unsecured and carries a fixed
    interest rate at 7.560%. Interest is payable quarterly.
    In April 2009, we borrowed $43.9 million in aggregate
    principal amount from China Merchant Bank and received approval
    for a $146.5 million credit line from Agricultural
    Development Bank of China
    In June 2009, we secured a one-year term loan of
    $73.2 million in aggregate principal amount from The
    Export-Import Bank of China. We also secured a three-year term
    loan of $73.2 million from Huarong International
    Trust Co., Ltd. to support our polysilicon plant
    construction.
    In November 2009, Bank of China granted us long-term bank
    borrowings of $87.9 million. Bank of China also granted to
    us revolving credit facilities of $724.9 million.  debt-to-asset debt-to-asset debt-to-asset
      Working
    Capital Deficit
   86




---



##### Table of Contents




    Bank financing.  Subsequent to
    December 31, 2009, we successfully obtained additional
    secured and unsecured short-term bank borrowings of
    $1,051.7 million and secured and unsecured long-term bank
    borrowings of $139.0 million, and repaid short-term bank
    borrowings and current portion of long-term bank borrowings of
    $1,031.2 million in the aggregate. With an aim to improve
    liquidity, we successfully negotiated with certain banks, and
    will continue to negotiate with other banks, to increase the
    portion of long-term bank borrowings in their overall committed
    facilities to us. As of June 29, 2010, our total bank
    borrowings together with current portions of long-term bank
    borrowings and our long-term bank borrowings amounted to
    $1,072.5 million and $475.4 million, respectively. As
    of June 29, 2010, we had total revolving credit facilities
    of $2,629.7 million, of which $851.0 million was
    unused. We believe that we will continue to be able to obtain
    such facilities from the banks so that, if required, we may
    replace the bank loans due for repayment within the next
    12 months with new loans drawn down from existing revolving
    banking facilities and new borrowing facilities.
    Reorganization of our polysilicon
    business.  Urban Construction Investment Group
    Co., Ltd., a PRC company wholly owned by the Xinyu city
    government, has agreed to purchase from us a 10% equity interest
    in Jiangxi LDK Silicon for a minimum consideration of Rmb
    1.2 billion upon our giving them one months notice
    within 18 months after signing the agreement. Furthermore,
    we plan to transfer the equity interests in Jiangxi LDK Silicon
    and Jiangxi LDK Polysilicon from Jiangxi LDK Solar to LDK
    Silicon Hong Kong, a subsidiary we established in Hong Kong. We
    anticipate that such reorgzniation will facilitate additional
    fundings from international strategic investors.
    Realization of power plant projects.  LQ Energy
    GmbH, an associate of ours, currently holds one 40 MW power
    plant project in Germany, which had been grid connected as of
    December 2009. During the quarter ended December 31, 2009,
    LQ Energy GmbH had obtained a bridge financing and distributed
    approximately $24.9 million to our company. LQ Energy GmbH
    has entered into an agreement with a potential buyer to sell its
    completed PV project. The completion of the sale is subject to
    certain closing conditions. We expect to complete the sale
    during the third quarter of 2010. Upon completion of the sale,
    LQ Energy GmbH is expected to distribute to us a portion of
    consideration based on our equity interest, which is expected to
    be at least $40.0 million. In addition, we are in
    negotiation with potential buyers for sales of our other PV
    projects in Europe and estimate to receive cash amounting to at
    least $15.0 million.
    Delay in capital expenditure and improvement in working
    capital management.  We have deferred the
    construction of the third 5,000-metric-ton train in our
    15,000-metric-ton factory and limited the capacity expansion of
    our wafer production. Further, we will continue to closely
    monitor our inventories levels and our collection of receivable
    balances so as to improve liquidity.     Capital
    Expenditures
     87




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##### Table of Contents



Restricted
    Net Assets
    C.
    Research
    and Development, Patents and Licenses, Etc.  Research
    and Development
    
    optimizing our solidification process to achieve the highest
    conversion efficiency;
    improving our solidification purification process to allow us to
    use low-cost polysilicon materials without losing wafer
    efficiency and quality;
    reducing polysilicon kerf losses and improving polysilicon
    recoveries;
    improving our crucibles and coating technology to achieve
    re-usability of our crucibles;
    optimizing our ingot and wafer sizes, including making larger
    ingots and larger and thinner wafers;
    localizing the production of additional consumables in
    China; and
    localizing the production of some of our auxiliary equipment in
    China.   88




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##### Table of Contents



Intellectual
    Property Rights
      D.
    Trend
    Information    Key
    Growth Drivers
    Growing Electricity Demand and Supply
    Constraints.
  Government Incentives for Renewable Energy
    Sources.
 89




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Tightening of Environmental Regulations.
  Increasing Cost Competitiveness of Solar
    Energy.
  Challenges
    Facing the PV Industry
    Possible Reduction or Elimination of Government Subsidies and
    Incentives.
  Need to Improve Cost Competitiveness Against Other Energy
    Sources.
  Supply Constraint of Polysilicon.
  Need to Broaden Awareness and Acceptance of Solar Power
    Usage.
  PV
    Products Manufacturing Value Chain
      90




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and/or
  E.
    Off-Balance
    Sheet Arrangements   91




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##### Table of Contents



F.
    Tabular
    Disclosure of Contractual Obligations    Total


Less than 1 Year


1-3 Years


3-5 Years


More than 5 Years(In thousands)Long-term debt obligations (including interest payments)

$
524,282


$
83,236


$
419,510


$
21,536


$
Short-term debt obligations (including interest payments)


960,619



960,619











Capital (finance) lease obligations


90,481



37,265



53,216







Non-cancelable purchase obligations


















 raw materials


5,987



5,987











 equipment


468,460



265,989



202,471







Payable due to a customer (include interest payments)


244,086



55,821



188,265







Convertible Senior Notes (including interest payments)


428,500



19,000



409,500







Total

$
2,722,415


$
1,427,917


$
1,272,962


$
21,536


$
        92




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##### Table of Contents



ITEM 6.
    DIRECTORS,
    SENIOR MANAGEMENT AND EMPLOYEES  A.
    Directors
    and Senior Management    Directors and Executive Officers

Age

PositionXiaofeng Peng


34


Chairman and Chief Executive OfficerXingxue Tong


45


Director, President and Chief Operating OfficerLiangbao Zhu


43


Director and Senior Vice PresidentYonggang Shao


45


Director and Senior Vice PresidentGang Wang


41


Non-executive DirectorLouis T. Hsieh


45


Independent DirectorBing Xiang


47


Independent DirectorJunwu Liang


76


Independent DirectorJack Lai


56


Executive Vice President, Chief Financial Officer and SecretaryYuepeng Wan


44


Chief Technology OfficerRongqiang Cui


68


Head of Shanghai Jiaotong University LDK LaboratoryPietro Rossetto


59


Chief Wafer EngineerQiqiang Yao


37


Vice President of Finance   Directors
  Xiaofeng Peng
  Xingxue Tong
  Liangbao Zhu
  Yonggang Shao
 93




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##### Table of Contents



Gang Wang
  Louis T. Hsieh
  Bing Xiang
  Junwu Liang
  Executive
    Officers
  Jack Lai
 94




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##### Table of Contents



Yuepeng Wan
  Rongqiang Cui
  Pietro Rossetto
  Qiqiang Yao
  B.
    Compensation
    of Directors and Officers  Compensation
    of Directors and Executive Officers
        Indemnification
   95




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##### Table of Contents



Employment
    Agreements
   C.  Board
    Practices  and/or
  
    the audit committee,
    the compensation committee, and
    the corporate governance and nominating committee.     96




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##### Table of Contents



Audit
    committee
      
    reviewing and approving all proposed related-party transactions;
    discussing the annual audited financial statements and interim
    financial statements with management and the independent
    auditors;
    annually reviewing and reassessing the adequacy of our audit
    committee charter;
    meeting separately and periodically with management and the
    independent auditors;
    such other matters that are specifically delegated to our audit
    committee by our board of directors from time to time; and
    reporting regularly to the full board of directors.  Compensation
    committee
    
    reviewing and determining the compensation package for our
    senior executives;
    reviewing and making recommendations to the board with respect
    to the compensation of our directors;
    reviewing and approving officer and director indemnification and
    insurance matters;
    reviewing periodically and approving any long-term incentive
    compensation or equity plans, programs or similar arrangements,
    annual bonuses, employee pension and welfare benefit
    plans; and
    reporting regularly to the full board of directors.  Corporate
    governance and nominating committee
    
    identifying and recommending to the board nominees for election
    or re-election to the board;
    appointment to fill any vacancy;
    reviewing annually with the board the current composition of the
    board in light of the characteristics of independence, age,
    skills, experience and availability of service to us;
    identifying and recommending to the board the directors to serve
    as members of the boards committees; 97




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##### Table of Contents




    advising the board periodically with respect to significant
    developments in the law and practice of corporate governance as
    well as our compliance with applicable laws and regulations, and
    making recommendations to the board on all matters of corporate
    governance and on any corrective action to be taken;
    monitoring compliance with our code of business conduct and
    ethics, including reviewing the adequacy and effectiveness of
    our procedures to ensure proper compliance; and
    reporting regularly to the full board of directors.  Duties of
    Directors
   D.  Employees      Number of

Percentage ofEmployees

TotalManufacturing


10,934



81.2
%Quality control


762



5.7Research, development and engineering


170



1.3Administration


967



7.2Production planning


491



3.6Finance


86



0.6Procurement


54



0.4Total


13,464



100.0
%          98




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##### Table of Contents



E.  Share
    Ownership  2006
    Stock Incentive Plan
    
    motivate the eligible participants to optimize their performance
    efficiency for the benefit of our company;
    attract and retain the best available personnel in our industry
    through additional incentive to our employees and
    directors; and
    attract and otherwise maintain our on-going business
    relationship with consultants and business entities whose
    contributions are or will be beneficial to our long-term growth.  Eligible
    participants
    
    any full-time or part-time employees, executives or officers of
    our company or any of our subsidiaries;
    any directors, including non-executive directors and independent
    non-executive directors, of our company or any of our
    subsidiaries;
    any advisers, consultants and agents to us or any of our
    subsidiaries; and
    such other persons who, in the sole opinion of our board of
    directors, will contribute or have contributed to our
    development and operations.  Maximum
    number of shares
    Price
    of shares
    Performance
    criteria
   99




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##### Table of Contents



Outstanding
    options granted under our 2006 stock incentive
    plan
    Ordinary SharesUnderlyingOutstanding

Exercise PriceName

Options

($/Share)

Date of Grant

Date of ExpirationXiaofeng
    Peng(1)


500,000


$
4.45


August 1, 2006

July 31, 201115,000
(9)


13.06


January 15, 2009

January 14, 2019650,000
(9)


6.77


April 7, 2010

April 6, 2020Xingxue
    Tong(2)


866,667



9.00


February 6, 2007

February 5, 2012*
(9)


13.06


January 15, 2009

January 14, 2019*
(9)


6.77


April 7, 2010

April 6, 2020Liangbao
    Zhu(3)


333,334



4.45


August 1, 2006

July 31, 2011*
(9)


13.06


January 15, 2009

January 14, 2019*
(9)


6.77


April 7, 2010

April 6, 2020Yonggang
    Shao(4)


333,334



4.45


August 1, 2006

July 31, 2011*
(9)


13.06


January 15, 2009

January 14, 2019*
(9)


6.77


April 7, 2010

April 6, 2020Gang
    Wang(5)


*



9.00


April 17, 2007

April 16, 2012Louis T. Hsieh


*



9.00


May 31, 2007

May 30, 2012*



9.00


October 17, 2007

October 17, 2012*
(9)


6.77


April 7, 2010

April 6, 2020Jack
    Lai(6)


*



4.45


August 1, 2006

July 31, 2011*
(9)


13.06


January 15, 2009

January 14, 2019*
(9)


6.77


April 7, 2010

April 6, 2020Yuepeng Wan


*



9.00


February 6, 2007

February 5, 2012*
(9)


13.06


January 15, 2009

January 14, 2019*
(9)


6.77


April 7, 2010

April 6, 2020Rongqiang Cui


*



4.45


August 1, 2006

July 31, 2011Pietro Rossetto


*



4.45


August 1, 2006

July 31, 2011*
(9)


13.06


January 15, 2009

January 14, 2019*
(9)


6.77


April 7, 2010

April 6, 2020Qiqiang
    Yao(7)


*



4.45


August 1, 2006

July 31, 2011*
(9)


13.06


January 15, 2009

January 14, 2019*
(9)


6.77


April 7, 2010

April 6, 2020Bing Xiang


*



8.46


April 16, 2009

April 15, 2019*
(9)


6.77


April 7, 2010

April 6, 2020Junwu Liang


*



8.46


April 16, 2009

April 15, 2019Other employees as a
    group(8)


790,069



4.45


August 1, 2006

July 31, 2011Other employees as a
    group(8)


438,639



9.00


April 17, 2007

April 16, 2012Other employees as a
    group(8)


152,083



25.00


May 14, 2007

May 13, 2012Other employees as a
    group(8)


302,162



33.96


July 6, 2007

July 5, 2012Other employees as a
    group(8)


226,464



29.55


December 3, 2007

December 2, 2012Other employees as a
    group(8)(9)


221,060



13.12


November 13, 2008

November 12, 2018Other employees as a
    group(8)


200,000



13.06


January 15, 2009

January 14, 2014Other employees as a
    group(8)(9)


98,500



13.06


January 15, 2009

January 14, 2019Other employees as a
    group(8)


113,000



8.46


April 16, 2009

April 15, 2014 100




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##### Table of Contents



Ordinary SharesUnderlyingOutstanding

Exercise PriceName

Options

($/Share)

Date of Grant

Date of ExpirationOther employees as a
    group(8)(9)


56,400



8.46


April 16, 2009

April 15, 2019Other employees as a
    group(8)(9)


2,335,557



6.77


April 7, 2010

April 6, 2020Total


12,033,937     *
    
    These directors and executive
    officers as a group, each beneficially owning less than 1% of
    our outstanding shares, together hold stock options exercisable
    for 1,556,668 shares.(1)
    
    Mr. Peng holds his stock
    options through his wholly owned British Virgin Islands company,
    LDK New Energy.(2)
    
    Mr. Tong holds his stock
    options through his wholly owned British Virgin Islands company,
    Superb Bright Limited.(3)
    
    Mr. Zhu holds his stock
    options through his wholly owned British Virgin Islands company,
    Feliz International Inc.(4)
    
    Mr. Shao holds his stock
    options through his wholly owned British Virgin Islands company,
    SM Future Investment Inc.(5)
    
    Mr. Wang holds his stock
    options through his wholly owned British Virgin Islands company,
    Sun Forever Limited.(6)
    
    Relates to options granted to
    Mr. Lai in his capacity as consultant prior to his
    employment at our company and in anticipation of his employment
    at our company.(7)
    
    Mr. Yao holds his stock
    options through his wholly owned British Virgin Islands company,
    Qiqiang Investment Consulting Inc.(8)
    
    Each employee holds less than 1% of
    our total outstanding voting securities.(9)
    
    Subject to a five-year vesting
    period.    Share
    Ownership by Directors and Executive Officers
    Shares BeneficiallyOwnedNumber

Percent(1)Directors and Executive OfficersXiaofeng Peng


73,088,796



54.3
%Xingxue Tong


*



*Liangbao Zhu


*



*Yonggang Shao


*



*Gang Wang


*



*Louis T. Hsieh


*



*Jack Lai


*



*Yuepeng Wan


*



*Rongqiang Cui


*



*Pietro Rossetto


*



*Qiqiang Yao


*



*Bing Xiang


*



*Junwu Liang


*



*     (1)
    
    The percentage of beneficial
    ownership is calculated by dividing the number of shares
    beneficially owned by such person or group by an aggregate of
    134,619,035 shares issued and outstanding, including shares
    not yet issued and outstanding but beneficially owned by our
    directors and executive officers as determined in accordance
    with the SEC rules and regulations, as of March 31, 2010.*
    
    The person beneficially owns less
    than 1% of our outstanding shares. 101




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ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.Major
    Shareholders    Shares Beneficially OwnedName

Number

PercentXiaofeng Peng


73,088,796



54.3
%        B.  Related
    Party Transactions   102




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##### Table of Contents



Purchase
    Contractual Arrangements
    
    Our principal operating subsidiary, Jiangxi LDK Solar, entered
    into three wafer sales contracts with Gintech valued at
    $52.4 million, and one wafer sales contract with Motech
    valued at $3.8 million. Gintech and Motech entered into
    cell sales agreements to sell corresponding quantities of cells
    to Best Solar, a company under common control of our controlling
    shareholder, Mr. Peng. We agreed with Gintech and Motech,
    respectively, that our wafer sales contracts will be void if
    Best Solar does not procure cells from Gintech and Motech
    pursuant to the cell sales agreements between Best Solar and
    Gintech and Motech, respectively.
    We purchased modules of $78.1 million from Best Solar
    during the year ended December 31, 2009. The outstanding
    amount payable to Best Solar as of December 31, 2009 in
    respect of these purchase transactions was $36.0 million.
    Furthermore, during the year ended December 31, 2009,
    Jiangxi LDK Solar made prepayments of $37.6 million to Best
    Solar for module purchases and processing, which are to be
    executed in subsequent periods.
    Jiangxi LDK Solar, Jiangxi LDK Polysilicon and Jiangxi LDK
    Silicon purchased low value consumables totaling approximately
    $0.5 million from Jiangxi Liouxin Industry Co., Ltd., a
    company controlled by Mr. Peng; and
    Jiangxi LDK Solar purchased crucibles totaling approximately
    $1.3 million from Jiangxi Sinoma, which is our affiliate.    Borrowings
    Guarantees
  page F-1
  Stock
    Option Grants
    Individual
    Income Tax Withholding Obligation
   103




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##### Table of Contents



C.  Interests
    of Experts and Counsel    ITEM 8.
    FINANCIAL
    INFORMATION A.  Consolidated
    Statements and Other Financial Information  page F-1
  Legal
    Proceedings
  Securities
    lawsuits
  No. C07-05182
     104




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##### Table of Contents



No. 1-08-CV-103758.
  Arbitration
    proceedings with former employee
    Dividend
    Distribution Policy
       B.  Significant
    Changes   105




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##### Table of Contents



ITEM 9.
    THE
    OFFER AND LISTING        High

LowAnnual Highs and Lows2007 (from June 1)

$
73.95


$
23.202008


51.26



9.952009


16.01



4.04Quarterly Highs and LowsFirst Quarter 2008


49.37



20.43Second Quarter 2008


47.16



27.50Third Quarter 2008


51.26



30.02Fourth Quarter 2008


33.12



9.95First Quarter 2009


16.01



4.04Second Quarter 2009


13.90



6.78Third Quarter 2009


11.99



8.53Fourth Quarter 2009


9.25



5.23First Quarter 2010


8.21



6.01Monthly Highs and LowsDecember 2009


9.25



6.85January 2010


8.21



6.23February 2010


7.09



6.01March 2010


7.18



6.22April 2010


8.43



6.55May 2010


8.13



5.55     ITEM 10.
    ADDITIONAL
    INFORMATION A.  Share
    Capital   B.  Memorandum
    and Articles of Association     106




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##### Table of Contents



Form 20-F No. 001-33464), Form 20-F No. 001-33464),
  Protection
    of Minority Shareholders
      winding-up
    Winding
    Up
       107




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##### Table of Contents



twenty-eight
  pari
    passu
   C.  Material
    Contracts   D.  Exchange
    Controls    
    Foreign Currency Administration Rules of 1996, as
    amended; and
    Administrative Rules of the Settlement, Sale and Payment of
    Foreign Exchange of 1996.    and/or
 108




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##### Table of Contents



E.  Taxation    Cayman
    Islands Taxation
    Peoples
    Republic of China Taxation
  Corporate
    Income Tax
       109




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##### Table of Contents



Individual
    Income Tax Withholding Obligation
    Certain
    United States Federal Income Taxation Considerations
        
    certain financial institutions;
    insurance companies;
    broker dealers;
    traders that elect to
    mark-to-market;
    tax-exempt entities;
    persons liable for alternative minimum tax; 110




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##### Table of Contents




    persons holding an ordinary share or ADS as part of a straddle,
    constructive sale, hedging, conversion or integrated transaction;
    persons that actually or constructively own 10% or more of our
    voting stock; or
    persons holding ordinary shares or ADSs through partnerships or
    other entities classified as partnerships for United States
    federal income tax purposes.  Prospective purchasers are urged to consult their tax
    advisors about the United States federal, state and local tax
    consequences to them of the purchase, ownership and disposition
    of our ordinary shares or ADSs.
    
    a citizen or resident of the United States;
    a corporation (or other entity classified as a corporation for
    United States federal income tax purposes) organized in or under
    the laws of the United States, any state thereof or the District
    of Columbia;
    an estate whose income is subject to United States federal
    income taxation regardless of its source; or
    a trust that (1) is subject to the primary supervision of a
    court within the United States and one or more U.S. persons
    have the authority to control all substantial decisions of the
    trust or (2) was in existence on August 20, 1996, was
    treated as a U.S. person under the Code on the previous day
    and has a valid election in effect under applicable
    U.S. Treasury regulations to be treated as a
    U.S. person.      Taxation
    of dividends and other distributions on the ordinary shares or
    ADSs
     111




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##### Table of Contents



Taxation
    of disposition of ordinary shares or ADSs
  U.S.-PRC
  Passive
    foreign investment company rules
  non-U.S. corporation
  
    at least 75% of its gross income is passive; or
    at least 50% of the value of its assets (based on an average of
    the quarterly values of the assets during a taxable year) is
    attributable to assets that produce or are held for the
    production of passive income.       112




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##### Table of Contents



mark-to-market
  
    the excess distribution or gain will be allocated ratably over
    your holding period for the ADSs or ordinary shares;
    the amount allocated to the current taxable year, and any
    taxable year prior to the first taxable year in which we became
    a PFIC, will be treated as ordinary income; and
    the amount allocated to each other year will be subject to the
    highest tax rate in effect for that year and the interest charge
    generally applicable to underpayments of tax will be imposed on
    the resulting tax attributable to each such year.    mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market
  mark-to-market de
    minimis mark-to-market
  mark-to-market mark-to-market
   113




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##### Table of Contents



mark-to-market
    Recently
    Enacted Legislation  Medicare Tax
    Information
    Reporting and Backup Withholding
      
    fails to provide an accurate taxpayer identification number,
    is notified by the Internal Revenue Service that backup
    withholding will be required, or
    in certain circumstances, fails to comply with applicable
    certification requirements.     F.  Dividends
    and Paying Agents   G.  Statement
    by Experts   H.  Documents
    on Display  Form 20-F,
 114




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##### Table of Contents



1-800-SEC-0330
   I.  Subsidiary
    Information    ITEM 11.
    QUALITATIVE
    AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK  Inflation
    Foreign
    Currency Risk
  page F-1
     115




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##### Table of Contents



As of December 31, 2007

As of December 31, 2008

As of December 31, 2009()

(US$)

()

(US$)

(CHF)

()

(US$)

(HK$)Assets


33,249,672



137,831,172



14,902,945



118,538,468







57,523,262



256,816,436



828,140Liabilities


(16,227,974
)


(254,009,481
)


(8,876,233
)


(453,074,644
)


(880,017
)


(43,319,943
)


(482,621,936
)


Net exposure


17,021,698



(116,178,309
)


6,026,712



(334,536,176
)


(880,017
)


14,203,319



(225,805,500
)


828,140           Interest
    Rate Risk
   116




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##### Table of Contents



Credit
    Risk
    Liquidity
    Risk
    ITEM 12.
    DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES  A.  Debt
    Securities
    B.  Warrants
    and Rights
    C.  Other
    Securities
    D.  American
    Depositary Shares
   117




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##### Table of Contents



Fees and
    Charges Payable to Depositary
  Category

Depositary Actions

Associated FeeDepositing or substituting underlying shares

Each person to whom ADRs are issued against deposits of Shares,
    including deposits and issuances in respect of:  Share
    distributions, stock split, rights, merger
      Exchange
    of securities or any other transaction or event or other
    distribution affecting the ADSs or the Deposited Securities

$5.00 for each 100 ADSs (or portion thereof) evidenced by the
    new ADRs deliveredReceiving or distributing dividends

Distribution of cash dividends

$0.02 or less per ADS (or portion thereof)Distribution of share dividends

$5.00 for each 100 ADSs (or portion thereof)Selling or exercising rights

Distribution or sale of securities, the fee being in an amount
    equal to the fee for the execution and delivery of ADSs which
    would have been charged as a result of the deposit of such
    securities

$5.00 for each 100 ADSs (or portion thereof)Withdrawing underlying security

Acceptance of ADRs surrendered for withdrawal of deposited
    securities

$5.00 for each 100 ADSs (or portion thereof) evidenced by the
    ADRs surrenderedTransferring, splitting or grouping ADRs

Transfers, combining or grouping of ADRs

$1.50 per ADSGeneral depositary services, particularly those charged on an
    annual basis

  Other
    services performed by depositary in administering ADRs
      Provide
    information about depositarys right, if any, to collect
    fees and charges by offsetting them against dividends received
    and deposited securities

$0.02 per ADS (or portion thereof) not more than once each
    calendar year and payable at sole discretion of depositary by
    billing ADR holders or by deducting such charge from cash
    dividends or other cash distributionsExpenses of Depositary

Expenses incurred on behalf of ADR holders in connection with  Compliance
    with foreign exchange control regulations or any law or
    regulation relating to foreign investment
      Depositarys
    or its custodians compliance with applicable law, rule or
    regulation
      Stock
    transfer or other taxes and other governmental charges
      Cable,
    telex, facsimile transmission/delivery
      Expenses
    of depositary in connection with conversion of foreign currency
    into U.S. dollars
      Any
    other charge payable by depositary or its agents

Expenses payable at sole discretion of depositary by billing ADR
    holders or by deducting charges from cash dividends or other
    cash distributions   Fees and
    Charges Payable by Depositary
  out-of-pocket
   118




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##### Table of Contents



PART II  ITEM 13.
    DEFAULTS,
    DIVIDEND ARREARAGES AND DELINQUENCIES    ITEM 14.
    MATERIAL
    MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS AND USE OF
    PROCEEDS    Form F-3 333-152009)
  Form F-3 333-153585)
  Form F-3 333-160110)
  A.
    Material
    Modification to Instruments Defining Rights of Security
    Holders    B.
    Material
    Modification to Rights of Registered Securities by Issuing or
    Modifying any Other Class of Securities    C.
    Withdrawal
    or Substitution of a Material Amount of the Assets Securing any
    Registered Securities    D.
    Change
    of Trustees or Paying Agents for any Registered
    Securities    E.
    Use
    of Proceeds   119




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##### Table of Contents



ITEM 15.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
    Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Rule 13a-15(f)
        Attestation
    Report of Independent Registered Public Accounting
    Firm
      Internal Control 
    Integrated Framework
   120




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##### Table of Contents



Internal Control  Integrated Framework
    /s/  KPMG
     Changes
    in Internal Control over Financial Reporting
    ITEM 16.
    RESERVED  ITEM 16A.
    AUDIT
    COMMITTEE FINANCIAL EXPERT    ITEM 16B.
    CODE
    OF ETHICS  Form F-1 333-142881).
 121




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##### Table of Contents



ITEM 16C.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    2008

2009Audit
    fees(1)

$
1,178,284


$
2,257,383Audit-related
    fees(2)


1,181,114



2,209,539Tax
    fees(3)

$
23,226


$
234,843     (1)
    
    Audit fees means the
    aggregate fees billed for professional services rendered by our
    independent auditor for the annual audit of our consolidated
    financial statements.(2)
    
    Audit-related fees
    means the aggregate fees billed for assurance and related
    services by our independent auditor that are reasonably related
    to the performance of the audit or review of our consolidated
    financial statements and are not reported under Audit
    fees. Services comprising the fees disclosed under the
    category of Audit-related fees involve principally
    the issue of comfort letter and reading of offering documents in
    connection with our follow-on equity offering and issuance of
    convertible senior notes.(3)
    
    Tax fees include fees
    billed for tax compliance services.  case-by-case
    ITEM 16D.
    EXEMPTIONS
    FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES    ITEM 16E.  PURCHASES
    OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS
    ITEM 16F.
    CHANGE
    IN REGISTRANTS CERTIFYING ACCOUNTANT    ITEM 16G.
    CORPORATE
    GOVERNANCE   122




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##### Table of Contents



Board
    and Committee Independence
        Audit
    Committee
      Remuneration
    Committee
    Form 10-K.
  Nomination
    Committee
   PART III  ITEM 17.
    FINANCIAL
    STATEMENTS    ITEM 18.
    FINANCIAL
    STATEMENTS  page F-1
 123




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##### Table of Contents



ITEM 19.
    EXHIBITS    ExhibitNumber

Document1
.1

Fourth Amended and Restated Memorandum and Articles of
    Association of the registrant, dated as of June 17, 2008,
    incorporated by reference to Exhibit 1.1 to our annual report
    for the year 2008 on Form 20-F filed with the SEC on May 22,
    2009.2
.1

Form of Deposit Agreement, incorporated by reference to
    Registration Statement on Form F-6 filed with the SEC
    (Registration No. 333-142899).2
.2

Amended and Restated Shareholders Agreement, dated December 19,
    2006, incorporated by reference to Exhibit 4.4 to our
    Registration Statement on Form F-1 filed with the SEC (File
    Number: 333-142881).2
.3

Indenture dated April 15, 2008 between the registrant and the
    Bank of New York Mellon, incorporated by reference to Exhibit
    4.5 to our Registration Statement on Form F-3 filed with the SEC
    (File
    Number: 333-152009).2
.4

Restricted Issuance Agreement, dated as of April 15, 2008, as
    supplement to the Deposit Agreement under Exhibit 2.1,
    incorporated by reference to Exhibit 4.4 to our Registration
    Statement on Form F-3 filed with the SEC (File Number:
    333-152009).4
.1

Form Employment Agreement between the registrant and each senior
    officer, incorporated by reference to Exhibit 10.2 to our
    Registration Statement on Form F-1 filed with the SEC (File
    Number: 333-142881).4
.2

Form Service Agreement between the registrant and each executive
    director, incorporated by reference to Exhibit 10.3 to our
    Registration Statement on Form F-1 filed with the SEC (File
    Number: 333-142881).4
.3

Form Service Agreement between the registrant and each
    independent director, incorporated by reference to Exhibit 10.4
    to our Registration Statement on Form F-1 filed with the SEC
    (File Number: 333-142881).4
.4

Form Confidentiality and Non-compete Agreement between the
    registrant and each senior officer, engineer and technician,
    incorporated by reference to Exhibit 10.5 to our Registration
    Statement on Form F-1 filed with the SEC (File Number:
    333-142881).4
.5

Supply Agreement, dated July 18, 2007, between GT Solar, as
    seller, and the registrant and Jiangxi LDK Solar, as buyers
    (certain information in the agreement has been omitted pursuant
    to a request for confidential treatment), incorporated by
    reference to Exhibit 4.36 to our annual report for the year 2007
    on Form 20-F filed with the SEC on April 7, 2008.4
.6

Summary translation of Loan Guarantee Agreement, dated February
    5, 2007, between Mr. Xiaofeng Peng and Bank of China Xinyu
    Branch, incorporated by reference to Exhibit 4.37 to our annual
    report for the year 2007 on Form 20-F filed with the SEC on
    April 7, 2008.4
.7

Summary translation of Cooperation Agreement, dated January 23,
    2007, between Jiangxi LDK Solar and Nanchang University,
    incorporated by reference to Exhibit 4.40 to our annual report
    for the year 2007 on Form 20-F filed with the SEC on April 7,
    2008.4
.8

Summary translation of Loan Guarantee Agreement, dated April 23,
    2008, among Mr. Xiaofeng Peng, Ms. Shan Zhou and China
    Development Bank, incorporated by reference to Exhibit 4.8 to
    our annual report for the year 2008 on Form 20-F filed with the
    SEC on May 22, 2009.4
.9

Summary translation of Loan Guarantee Agreement, dated February
    23, 2009, between Mr. Xiaofeng Peng and Agricultural Bank of
    China Xinyu Branch, incorporated by reference to Exhibit 4.9 to
    our annual report for the year 2008 on Form 20-F filed with the
    SEC on May 22, 2009.4
.10

Summary translation of Supply Agreement, dated July 22, 2008,
    between JYT Corporation, as seller, and Jiangxi LDK Solar, as
    buyer, incorporated by reference to Exhibit 4.10 to our annual
    report for the year 2008 on Form 20-F filed with the SEC on May
    22, 2009.4
.11

Registration Rights Agreement, dated as of April 15, 2008,
    incorporated by reference to Exhibit 4.7 to our Registration
    Statement on Form F-3 filed with the SEC (File Number:
    333-152009).4
.12

Amended and Restated Framework Agreement, dated as of December
    1, 2009, by and between the registrant and Best Solar Co., Ltd.4
.13

Asset Purchase Agreement, dated as of January 29, 2010, between
    the registrant and Best Solar Co., Ltd.8


List of subsidiaries. 124




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##### Table of Contents



ExhibitNumber

Document11


Code of Ethics of the registrant, incorporated by reference to
    Exhibit 99.1 to our Registration Statement on Form F-1 filed
    with the filed with the SEC (File Number: 333-142881).12
.1

Certification of the principal executive officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002.12
.2

Certification of the principal financial officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002.13
.1

Certification of the principal executive officer pursuant to
    Section 906 of Sarbanes-Oxley Act of 2002.13
.2

Certification of the principal financial officer pursuant to
    Section 906 of Sarbanes-Oxley Act of 2002.15
.1

Consent of Independent Registered Public Accounting Firm.  125




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##### Table of Contents



SIGNATURE
  Form 20-F
    By:
    /s/  Xiaofeng
    Peng   Title:
    Chairman & Chief Executive Officer  By:
    /s/  Jack
    Lai   Title:
    Chief Financial Officer   126




---



##### 



LDK SOLAR
    CO., LTD.
 INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS   
 PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2008 and 2009


F-3Consolidated Statements of Operations for the
    years ended December 31, 2007, 2008 and 2009


F-4Consolidated Statements of Equity and
    Comprehensive Income (Loss) for the years ended
    December 31, 2007, 2008 and 2009


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2008 and 2009


F-7Notes to the Consolidated Financial Statements
    for the years ended December 31, 2007, 2008 and 2009


F-9   F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement 470-20, Debt with conversion and Other Option Noncontrolling
    Interest in Consolidated Financial Statements  an
    amendment of Accounting Research bulletin No. 51 810-10, Consolidation  Overall
  Internal Control-Integrated Framework
  /s/  KPMG
    F-2




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 (Amounts
    in US$ thousands)
  December 31,Note

2008

2009As adjusted (note 2)ASSETSCurrent assetsCash and cash equivalents




255,523



384,761Pledged bank deposits

(11)


83,383



68,913Trade accounts receivable, net

(2g)


94,733



209,622Bills receivable




3,075



8,270Insurance recoveries receivable

(19c)






6,000Inventories

(3)


616,901



432,193Prepayments to suppliers, net

(4)


71,214



40,784Other current assets, including amounts due from the
    Groups executives and employees of $42,021 and $41,820 as
    of December 31, 2008 and 2009, respectively

(5)


68,123



150,697Due from a related party

(26)






37,615Deferred income tax assets

(18)


44,690



47,590Total current assets




1,237,642



1,386,445Property, plant and equipment, net

(6)(11)(14)


1,697,203



2,608,725Deposits for purchases of property, plant and equipment




233,296



32,529Intangible assets, net

(7)


1,037



1,018Land use rights

(8)(11)


99,162



175,533Inventories to be processed beyond one year

(3)






10,947Prepayments to suppliers expected to be utilized beyond one year

(4)


33,617



26,482Pledged bank deposits  non-current

(11)


49,686



50,797Debt issuance costs, net

(15)


8,408



4,909Goodwill

(9)






483Investments in an associate and a jointly-controlled entity

(10)


5,630



51,884Deposits relating to sales and leaseback transaction

(14)


7,316



13,921Other non-current assets








3,623Deferred income tax assets , net

(18)


375



16,913Total assets




3,373,372



4,384,209LIABILITIES AND EQUITYCurrent liabilitiesShort-term borrowings and current installments of long-term
    borrowings

(11)(26)


666,200



980,359Bills payable




11,406



97,872Trade accounts payable




124,066



191,240Advance payments from customers, current installments

(12)


256,411



199,075Accrued expenses and other payables

(13)


429,968



655,438Accrued legal settlement

(19c)






16,000Due to related parties

(26)


4,359



38,782Obligations under capital leases  current portion

(14)


18,443



33,380Other financial liabilities




102



7,880Total current liabilities




1,510,955



2,220,026Long-term borrowings, excluding current installments

(11)


154,252



408,062Obligations under capital leases, excluding current installments

(14)


40,083



50,664Advance payments from customers  non-current

(12)


487,577



177,773Other payable due to a customer  long-term portion

(12)






172,848Other liabilities




3,485



77,713Deferred income tax liability

(18)


1,468



8,545Convertible senior notes, less debt discount

(15)


385,685



391,642Total liabilities




2,583,505



3,507,273EQUITYLDK Solar Co., Ltd. shareholders equityOrdinary shares (US$0.10 par value; 499,580,000 shares
    authorized; 113,501,049 and 130,021,049 shares issued;
    113,110,396 and 129,771,643 shares outstanding as of
    December 31, 2008 and 2009, respectively)

(21)


11,311



12,977Additional paid-in capital

(17)


464,101



744,988Statutory reserve

(22)


29,676



29,676Accumulated other comprehensive income




83,314



84,544Retained earnings (accumulated deficit)




201,465



(32,760
)Total LDK Solar Co., Ltd. shareholders equity




789,867



839,425Non-controlling interests








37,511Total equity




789,867



876,936Commitments and contingencies

(19)Total liabilities and equity




3,373,372



4,384,209    F-3




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##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 (Amounts
    in US$ thousands, except per share data)
  Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,Note

2007

2008

2009As adjusted (note 2)Net salesWafers




501,733



1,495,034



945,009Wafer processing




18,697



116,859



80,557Modules












58,957Silicon and other materials




3,516



31,602



8,007Other












5,508Total net sales




523,946



1,643,495



1,098,038Cost of goods sold,Wafers




(337,947
)


(1,446,587
)


(1,089,660
)Processing of wafers on behalf of others




(13,094
)


(83,383
)


(62,244
)Modules












(52,154
)Silicon and other materials




(2,668
)


(25,169
)


(3,459
)Others












(4,104
)Total cost of goods sold, including provisions for inventory
    write-downs of US$4,170, US$311,999 and US$180,213 and
    provisions for loss on firm purchase commitment of US$ nil, US$
    nil and US$1,120 during the years ended December 31, 2007,
    2008 and 2009 respectively




(353,709
)


(1,555,139
)


(1,211,621
)Gross profit (loss)




170,237



88,356



(113,583
)Selling expenses




(873
)


(3,786
)


(4,738
)General and administrative expenses, including provisions for
    doubtful recoveries of prepayments to suppliers and trade
    accounts receivable of US$ nil, US$20,582 and US$22,425 during
    the years ended 2007, 2008 and 2009 respectively




(19,360
)


(68,010
)


(91,513
)Research and development expenses




(3,202
)


(7,570
)


(8,299
)Impairment loss for property, plant and equipment












(1,999
)Legal settlements, net of insurance recoveries












(10,000
)Total operating expenses




(23,435
)


(79,366
)


(116,549
)Income (loss) from operations




146,802



8,990



(230,132
)Other income (expenses):Interest income




4,109



5,875



2,408Interest expense and amortization of convertible senior notes
    issuance costs and debt discount

(16)


(9,419
)


(38,162
)


(50,068
)Foreign currency exchange (loss) gain, net




(1,654
)


14,495



(613
)Government subsidy

(2v)


3,461



19,665



26,927Change in fair value of prepaid forward contracts

(17)






60,028



Decrease in fair value of warrants




2







Equity in income (loss) for an associate and a
    jointly-controlled entity

(10)






704



(3,343
)Others, net








(48
)


(87
)Earnings (loss) before income taxes




143,301



71,547



(254,908
)Income tax benefit (expense)

(18)


758



(5,139
)


20,912Net income (loss)




144,059



66,408



(233,996
)Earnings attributable to non-controlling interests












(229
)Accretion of Series A redeemable convertible preferred
    shares to redemption value

(20)


(860
)






Accretion of Series B redeemable convertible preferred
    shares to redemption value

(20)


(2,726
)






Accretion of Series C redeemable convertible preferred
    shares to redemption value

(20)


(1,351
)






Net income (loss) attributable to LDK Solar Co., Ltd.
    shareholders




139,122



66,408



(234,225
)Basic earnings (loss) per share

(24)


1.50



0.63



(2.18
)Diluted earnings (loss) per share

(24)


1.37



0.61



(2.18
)    F-4




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF EQUITY AND
    COMPREHENSIVE INCOME (LOSS)
    FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
    (Amounts in US$ thousands, except share data)
  Comprehensive Income (Loss)Accumulated

Retained

Total LDK





Attributable

AttributableAdditional

Subscription



Other

Earnings

Solar Co., Ltd.

Non-



to LDK Solar

to Non-Ordinary Shares

Paid-In

Receivable for

Statutory

Comprehensive

(Accumulated

Shareholders

Controlling

Total

Co., Ltd.

ControllingNumber

Amount

Capital

Ordinary Share

Reserve

Income

Deficit)

Equity

Interests

Equity

Shareholders

Interests

TotalJanuary 1, 2007


75,000,000



7,500



29,302



(7,490
)


3,623



2,319



21,988



57,242







57,242Net income


























144,059



144,059







144,059



144,059







144,059Foreign currency translation adjustment, net of nil tax






















29,162







29,162







29,162



29,162







29,162Total comprehensive income










































173,221







173,221Appropriation to statutory reserve(Note 22)


















15,074







(15,074
)










Settlement of subscription receivable














7,490















7,490







7,490Issuance of new shares, net of related expenses US$26,866


14,007,700



1,400



349,941



















351,341







351,341Conversion of Series A, Series B and Series C
    redeemable convertible preferred shares


15,580,000



1,558



91,123



















92,681







92,681Issuance of ordinary shares upon exercise of share options


1,457,000



146



6,338



















6,484







6,484Share-based compensation (Note 23)










9,549



















9,549







9,549Accretion of Series A redeemable convertible preferred
    shares to redemption value(Note 20)


























(860
)


(860
)






(860
)Accretion of Series B redeemable convertible preferred
    shares to redemption value(Note 20)


























(2,726
)


(2,726
)






(2,726
)Accretion of Series C redeemable convertible preferred
    shares to redemption value(Note 20)


























(1,351
)


(1,351
)






(1,351
)December 31, 2007


106,044,700



10,604



486,253







18,697



31,481



146,036



693,071







693,071    F-5




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##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME
    (LOSS)  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
    (Amounts in US$ thousands, except share data)
  Comprehensive Income (Loss)Accumulated

Retained

Total LDK





Attributable

AttributableAdditional

Subscription



Other

Earnings

Solar Co., Ltd.

Non-



to LDK Solar

to Non-Ordinary Shares

Paid-In

Receivable for

Statutory

Comprehensive

(Accumulated

Shareholders

controlling

Total

Co., Ltd.

ControllingNumber

Amount

Capital

Ordinary Share

Reserve

Income

deficit)

Equity

Interests

Equity

Shareholders

Interests

TotalNet income, as adjusted (Note 2)


























66,408



66,408







66,408



66,408







66,408Foreign currency translation adjustment, net of nil tax






















51,833







51,833







51,833



51,833







51,833Total comprehensive income, as adjusted (Note 2)










































118,241







118,241Appropriation to statutory reserve (Note 22)


















10,979







(10,979
)










Issuance of new shares, net of related expenses $9,508


4,800,000



480



190,412



















190,892







190,892Issuance of ordinary shares upon exercise of share options


2,265,696



227



12,513



















12,740







12,740Issuance of convertible senior notes, as adjusted (Note 2)










17,774



















17,774







17,774Share-based compensation (Note 23)










16,614



















16,614







16,614Prepaid forward repurchase of ordinary shares (Note 17)










(259,465
)


















(259,465
)






(259,465
)December 31, 2008, as adjusted (Note 2)


113,110,396



11,311



464,101







29,676



83,314



201,465



789,867







789,867Net loss


























(234,225
)


(234,225
)


229



(233,996
)


(234,225
)


229



(233,996
)Foreign currency translation adjustment, net of nil tax






















2,543







2,543



(2
)


2,541



2,543



(2
)


2,541Total comprehensive loss










































(231,682
)


227



(231,455
)Acquisition of equity interest in Solar Green Technology Spa
    (Note 9)


































254



254Capital contribution from non-controlling interests


































58



58Issuance of ordinary shares upon exercise of share options


141,247



14



772



















786







786Issuance of new shares, net of related expenses $6,415


16,520,000



1,652



107,573



















109,225







109,225Disposal of 15% shares of LDK PV, net of tax expense of $22,425










158,330











(1,313
)






157,017



36,972



193,989Share-based compensation (Note 23)










14,212



















14,212







14,212December 31, 2009


129,771,643



12,977



744,988







29,676



84,544



(32,760
)


839,425



37,511



876,936


F-6




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##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
    (Amounts in US$ thousands)
   Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2007

2008

2009As adjusted (note 2)Cash flows from operating activities:Net income (loss)


144,059



66,408



(233,996
)Adjustments to reconcile net income (loss) to net cash (used in)
    provided by operating activities:Depreciation and amortization


15,085



36,005



70,565Provisions for doubtful accounts






20,582



22,425Provisions for inventory write-downs


4,170



311,999



180,213Impairment loss on equipment










1,999Deferred income tax benefit


(758
)


(41,163
)


(35,049
)Equity in (income) loss for an associate and a
    jointly-controlled entity






(704
)


3,343Share-based compensation


9,390



16,614



14,212Amortization of convertible senior notes issuance costs and debt
    discounts






6,308



9,456Decrease in fair value of warrants


(2
)






Change in fair value of prepaid forward contracts






(60,028
)


Changes in operating assets and liabilities:Pledged bank deposits related to purchase of inventory and other
    operating activities


(19,900
)


(59,633
)


(11,796
)Trade accounts receivable and bills receivable


(1,461
)


(93,782
)


(124,229
)Inventories


(289,262
)


(530,244
)


(5,604
)Prepayments to suppliers


(119,469
)


29,984



20,037Other assets


(25,475
)


(44,769
)


37,297Other financial assets










(7,273
)Trade accounts payable and bills payable


11,913



117,440



154,154Advance payments from customers


168,775



532,578



(138,542
)Income tax payable






4,299



10,438Accrued expenses and other payables


18,915



22,227



52,002Amount due from a related party










(37,615
)Amount due to a related party






2,164



36,614Other financial liabilities


3,357



(3,224
)


(37
)Net cash (used in) provided by operating activities


(80,663
)


333,061



18,614Cash flows from investing activities:Purchase of land use rights


(23,452
)


(69,110
)


(24,591
)Purchase of property, plant and equipment, including deposits
    and cash paid for interest capitalized


(305,171
)


(1,125,640
)


(749,979
)Pledged bank deposit related to purchase of property, plant and
    equipment






(103,166
)


(65,761
)Release of pledged bank deposit related to purchase of property,
    plant and equipment






55,644



93,113Cash paid for investment in an associate and a
    jointly-controlled entity






(4,902
)


(74,460
)Capital repayment from a jointly controlled entity










24,867Cash paid for business acquisition, net of cash acquired










(504
)Net cash used in investing activities


(328,623
)


(1,247,174
)


(797,315
)    F-7




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH
    FLOWS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
    (Amounts in US$ thousands)
  Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2007

2008

2009As adjusted (note 2)Cash flows from financing activities:Pledged bank deposits used for bank borrowings


(111,094
)






(2,197
)Pledged bank deposits released upon repayment of bank borrowings






119,386



Proceeds from new loans and borrowings


288,302



1,035,803



2,251,631Repayment of loans and borrowings


(80,199
)


(513,834
)


(1,684,219
)Loans and advances from related parties






2,195



Repayment of loans and advances from related parties










(2,195
)Proceeds from issuance of ordinary shares


369,489



205,104



111,800Payment of expenses relating to issuance of ordinary shares


(4,174
)


(1,472
)


Proceeds from issuance of convertible senior notes, net of
    issuance costs






388,743



Payment for Companys ordinary shares under prepaid forward
    contracts






(199,437
)


Proceeds from sale-leaseback transaction






63,155



43,935Deposit paid for capital leases






(7,316
)


(6,598
)Repayment of capital lease obligations






(4,629
)


(21,314
)Proceeds for sale of non-controlling interest in a subsidiary,
    net of direct incremental costs










216,414Capital contribution from non-controlling interests










58Net cash provided by financing activities


462,324



1,087,698



907,315Effect of foreign currency exchange rate changes on cash and
    cash equivalents


205



(1,532
)


624Net increase in cash and cash equivalents


53,243



172,053



129,238Cash and cash equivalents at beginning of year


30,227



83,470



255,523Cash and cash equivalents at end of year


83,470



255,523



384,761Supplemental disclosures of cash flow information:Interest payments, net of amount capitalized


9,926



27,680



37,422Income tax paid






42,169



4,238Supplemental disclosures of non-cash investing and financing
    transaction:Payable for purchase of property, plant and equipment


60,954



354,247



469,321Payable for purchase of land use rights


832



11,865



Payable to a customer










244,085Conversion of Series A, Series B and Series C
    redeemable convertible preferred shares into ordinary shares


92,681







    F-8




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
    (Amounts in US$ thousands, except share and per share data)
  (1)
    PRINCIPAL
    ACTIVITIES, ORGANIZATION AND BASIS OF PRESENTATION  Principal
    activities
      Organization
      ten-for-one
      Series A-1 Series A-2
         F-9




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Basis
    of presentation
        
    Sale of
    power plant projects    
    Delaying
    in capital expenditure and improvement in working capital
    management  rd
  
    Bank
    Financing   F-10




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Reorganization
    of the Groups polysilicon business      (2)
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  (a)
    Principles
    of consolidation    (b)
    Use of
    estimates   F-11




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (c)
    Foreign
    currency transactions and translations      (d)
    Commitments
    and contingencies    (e)
    Cash
    and cash equivalents    (f)
    Pledged
    bank deposits    (g)
    Trade
    accounts receivable   F-12




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (h)
    Inventories    (i)
    Property,
    plant and equipment, net      Buildings

30 yearsPlant and machinery

10 yearsFurniture, fixture and office equipment

5 yearsMotor vehicles

6 years   (j)
    Intangible
    asset, net    (k)
    Land
    use rights    (l)
    Investments
    in an associate and a jointly-controlled entity    (m)
    Impairment
    of long-lived assets   F-13




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (n)
    Fair
    value measurement  Fair Value Measurements Fair Value Measurements and
    Disclosures
      (o)
    Derivative
    financial instruments  Derivative and Hedging,
  (p)
    Revenue
    recognition        605-35, Construction-Type and Production-Type
    contracts percentage-of-completion
   F-14




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (q)
    Buy/sell
    arrangements    (r)
    Warranty
    cost    (s)
    Shipping
    and handling    (t)
    Research
    and development costs    (u)
    Advertising
    expenses    (v)
    Government
    subsidy   F-15




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2007

2008

2009Reduction to cost of goods sold


3,084



4,698



4,776Other income


3,461



19,665



26,927Reduction to acquisition cost of the equipment


516



2,896



4,673Deferred revenue






1,475



67,196Total


7,061



28,734



103,572     (w)
    Income
    taxes    Accounting for Uncertainty in Income Taxes 
    an Interpretation of FASB Statement No. 109 740-10 -
  (x)
    Share-based
    compensation    505-50, Equity-Based Payments to Non-Employees 505-50.
 F-16




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (y)
    Embedded
    beneficial conversion of convertible instruments  470-20, Debt with Conversion and Other Options, 470-20,
  (z)
    Employee
    benefit plans    (aa)
    Earnings
    (loss) per share      (ab)
    Segment
    reporting   F-17




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (ac)
    Start-up
    costs  start-up
  (ad)
    Recently
    adopted accounting standards  470-20, Debt with Conversion and Other Options 470-20, 470-20. 470-20 470-20
    At December 31, 2008As PreviouslyReported

Adjustments

As AdjustedDebt issuance costs, net


8,764



(356
)


8,408Total assets


3,373,728



(356
)


3,373,372Convertible senior notes


400,000



(14,315
)


385,685Total liabilities


2,597,820



(14,315
)


2,583,505Additional paid-in capital


446,327



17,774



464,101Retained earnings


205,280



(3,815
)


201,465Total equity


775,908



13,959



789,867Total liabilities and equity


3,373,728



(356
)


3,373,372  F-18




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31, 2008As PreviouslyReported

Adjustments

As AdjustedInterest expense and amortization of convertible senior notes
    issuance costs and debt discount


(34,347
)


(3,815
)


(38,162
)Earnings before income tax


75,362



(3,815
)


71,547Net income


70,223



(3,815
)


66,408Net income attributable to LDK Solar Co., Ltd. shareholders


70,223



(3,815
)


66,408Basic earnings per ordinary share


0.67



(0.04
)


0.63Diluted earnings per ordinary share


0.64



(0.03
)


0.61     Year Ended December 31, 2008As PreviouslyReported

Adjustments

As AdjustedNet income


70,223



(3,815
)


66,408Total comprehensive income


122,056



(3,815
)


118,241Additional paid-in capital


446,327



17,774



464,101Total equity


775,908



13,959



789,867Retained earnings


205,280



(3,815
)


201,465     Year Ended December 31, 2008As PreviouslyReported

Adjustments

As AdjustedCash flow from operating activities:Net income


70,223



(3,815
)


66,408Amortization of convertible senior notes issuance costs and debt
    discount


2,493



3,815



6,308   810-10, Consolidation 810-10 810-10
 F-19




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Business Combinations,
  (3)
    INVENTORIES  December 31,

December 31,2008

2009Inventories consist of the following:Raw materials


343,439



205,517Work in progress


148,948



77,589Supplies


52,760



76,552Finished goods


71,754



83,482616,901



443,140Inventories: Current


616,901



432,193 Non-current






10,947         (4)
    PREPAYMENTS
    TO SUPPLIERS, NET     F-20




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (5)
    OTHER
    CURRENT ASSETS  December 31,

December 31,2008

2009Receivable from the Groups executives and employees


42,021



41,820VAT recoverable


20,266



83,981Others


5,836



24,89668,123



150,697     (6)
    PROPERTY,
    PLANT AND EQUIPMENT, NET  December 31,

December 31,2008

2009Buildings


83,864



511,831Plant and machinery


623,585



1,228,855Furniture, fixtures and office equipment


9,614



11,995Motor vehicles


4,888



5,392721,951



1,758,073Less: accumulated depreciation


(53,072
)


(120,843
)Less: provision for impairment






(1,999
)Construction in progress


1,028,324



973,4941,697,203



2,608,725        F-21




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (7)
    INTANGIBLE
    ASSETS, NET  December 31, 2008

December 31, 2009Gross



Net

Gross



NetCarrying

Accumulated

Carrying

Carrying

Accumulated

CarryingAmount

Amortization

Amount

Amount

Amortization

AmountTechnical know-how


1,420



(383
)


1,037



1,543



(525
)


1,018Order backlog














398



(398
)


Total


1,420



(383
)


1,037



1,941



(923
)


1,018       (8)
    LAND USE
    RIGHTS    (9)
    ACQUISITION
    AND PARTIAL DISPOSAL OF A SUBSIDIARY  (a)
    Partial
    disposal of ownership in LDKPV   F-22




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (b)
    Acquisition
    of Solar Green Technology Spa (SGT)    As of July 10, 2009Cash


584Contingent consideration arrangement (Note a)


Fair value of total consideration transferred


584Assets acquired and liabilities assumedCash and cash equivalents


80Accounts receivables


314Prepayments to suppliers


59Other receivables


28Inventories


270Property, plant and equipment


90Identifiable intangible assets (Note b)


398Short-term bank borrowings


(300
)Trade accounts payable


(465
)Accrued expenses and other payables


(119
)Total identifiable net assets


355Noncontrolling interest in SGT(Note c)


(254
)Goodwill(Note d)


483     (a)
    
    The contingent consideration arrangement requires the Group to
    pay the former owner of Euro 15 for each MW up to a maximum
    total of 13.3 MW if the authorizations necessary to build
    certain projects are obtained by June 30, 2010. The fair
    value of contingent consideration is estimated using a
    probability-weighted discounted cash flow model and determined
    to be zero as of the date of acquisition. As of
    December 31, 2009, there were no significant changes in the
    range of outcomes for the contingent consideration arrangement
    as assessed by the Groups management. Accordingly, the
    fair value of the contingent consideration arrangement remained
    as zero as of December 31, 2009.(b)
    
    The acquired identifiable intangible asset relates to one
    outstanding contract for power plant construction.(c)
    
    The fair value of 30% noncontrolling interest in SGT is
    estimated to be US$254. The fair value of the noncontrolling
    interest was estimated using income approach. As SGT is a
    private company, the fair value measurement is based on
    significant inputs that are not observable in the market and
    thus represents a Level 3 measurement as defined in ASC
    Sub-topic
    820-10. The
    fair value estimates are based on (a) financial projection
    of SGT, (b) a discount rate at 21.7% derived from beta of
    comparable companies in the same industry as SGT and adjusted
    due to the lack of marketability and size difference between SGT
    and comparable companies in the same industry as SGT, (c) a
    terminal value based Gordon Growth Model with long-term
    sustainable growth rate at 2%. F-23




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (d)
    
    The goodwill of US$483 arising from the acquisition is primarily
    attributable to expected synergy benefits including:
    (1) the potential geographic expansion for the Groups
    operation particular in Italy, (2) the immediate access to
    technical support in terms of realization and control of PV
    turnkey plant to the Group. The acquired goodwill is not tax
    deductible.    (10)
    INVESTMENT
    IN AN ASSOCIATE AND A JOINTLY CONTROLLED ENTITY      (11)
    BANK AND
    OTHER BORROWINGS  (a)
    Current  December 31,

December 31,2008

2009Bank borrowings  secured


320,767



429,591Bank borrowings  unsecured


319,060



495,762Current installments of long-term bank borrowings (Note(b))


26,373



55,006666,200



980,359    F-24




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (b)
    Long-term  December 31,

December 31,2008

2009Secured loan from China Construction Bank


6,145



63,267Secured loan from China Development Bank


75,000



65,000Secured loan from Bank of China


4,375



14,645Secured loan from Agricultural Bank of China


29,264



29,290Secured loan from Bank of Communications






29,290Unsecured loan from China Merchant Bank






43,937Unsecured loan from Rural Credit Cooperatives Bank






14,645Unsecured loan from China Minsheng Banking Corp. Ltd.






891Unsecured loan from Huarong International Trusts Co., Ltd.






73,226Unsecured loan from China Construction Bank


36,579



84,942Unsecured loan from Bank of China


29,262



29,290Unsecured loan from the committee of local development district






14,645180,625



463,068Less: current installments


(26,373
)


(55,006
)154,252



408,062      F-25




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                     F-26




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              2010


55,0062011


264,6482012


123,4142013


20,000463,068   (12)
    ADVANCE
    PAYMENTS FROM CUSTOMERS    (a) Contracts
    with a German customer
   F-27




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            (b) Contracts
    with other customers
    (13)
    ACCRUED
    EXPENSES AND OTHER PAYABLES    December 31,

December 31,2008

2009Purchase of equipment


354,247



469,321Purchase of land use rights


11,865



Withholding individual income tax payable(a)


42,021



41,820Income tax payables


4,299



14,741Accrued payroll and welfare


6,200



7,002Other payable due to a customer  current-term portion
    (Note 12)






55,871Other payable due to customers (Note 12)






41,645Other accruals and payable


11,336



25,038429,968



655,438  F-28




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (14)
    CAPITAL
    LEASE OBLIGATIONS      December 31,

December 31,2008

2009Plant and machinery


25,877



54,188Less: accumulated amortization


(50
)


(2,622
)25,827



51,566Construction-in-progress 
    equipment pending installation


37,278



52,96163,105



104,527       Year ending December 31:2010


37,2652011


37,2652012


15,951Total minimum lease payments


90,481Less: Amounts representing interest (at interest rate of 5.43 )%


(6,437
)Present value of minimum payments


84,044Current portion


(33,380
)Non-current portion


50,664  F-29




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (15)
    CONVERTIBLE
    SENIOR NOTES                90-day
 F-30




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      470-20 470-20, 815-40, Accounting for Derivative Financial Instruments Indexed to
    and Potentially Settled in a Companys own stock
    December 31,

December 31,2008

2009(As adjusted)Equity component(1)


17,774



17,774Liability component:Principal


400,000



400,000Less: debt discount, net(2)


(14,315
)


(8,358
)Net carrying amount


385,685



391,642     (1)
    
    Included in the consolidated balance sheets within additional
    paid-in capital.(2)
    
    Included in the consolidated balance sheets within convertible
    senior notes and is amortized over the remaining life of the
    4.75% convertible senior notes.     F-31




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended

Year EndedDecember 31,

December 31,2008

2009(As adjusted)Contractual interest expense


13,458



19,000Amortization of debt issuance costs


2,493



3,499Amortization of debt discount


3,815



5,957Total interest expense


19,766



28,456Effective interest rate of the liability component


7.64
%


7.64
%   (16)
    INTEREST
    COSTS    Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2007

2008

2009(As adjusted)Interest costs capitalized


173



14,305



48,169Interest costs charged to income Interest on bank and other borrowings


9,926



23,736



35,494 Interest on convertible senior notes and
    amortization of convertible senior notes issuance costs and debt
    discount






14,019



14,574 Change of fair value of interest rate swap contract


(507
)


407



Sub-total


9,419



38,162



50,068Total interest costs


9,592



52,467



98,237   (17)
    PREPAID
    FORWARD CONTRACTS     F-32




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (18)
    INCOME
    TAXES    Cayman
    Islands
    Peoples
    Republic of China
          HK
    SAR
   F-33




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    United
    States
    European
    Countries
          Current

Deferred

TotalYear ended December 31, 2009PRC


8,141



(34,500
)


(26,359
)U.S. federal


9







9U.S. state and local


4







4Other jurisdiction


5,983



(549
)


5,43414,137



(35,049
)


(20,912
)Year ended December 31, 2008PRC


46,261



(40,250
)


6,011U.S. federal


29







29U.S. state and local


12







12Other jurisdiction






(913
)


(913
)46,302



(41,163
)


5,139Year ended December 31, 2007PRC






(758
)


(758
)U.S. federal










U.S. state and local










Other jurisdiction














(758
)


(758
)  F-34




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2007

2008

2009(As adjusted)PRC operations


149,227



25,394



(212,722
)Non-PRC operations


(5,926
)


46,153



(42,186
)Total


143,301



71,547



(254,908
)     Year EndedYear Ended

Year Ended

December 31,December 31, 2007

December 31, 2008

2009(As adjusted)Earnings (loss) before income taxes


143,301







71,547







(254,908
)Computed income tax expense (benefit)


47,289



33
%


17,887



25
%


(63,727
)


25
%Effect of tax rate differential


824



1
%


(10,398
)


(15
)%


33,244



(13
)%Change in tax rate


214



0
%






0
%






0
%Non-deductible expensesShare-based compensation


3,099



2
%


4,154



6
%


3,553



(2
)%Others






0
%


56



0
%


39



(0
)%50% additional deduction of R&D expense






0
%






0
%


(1,195
)


0
%Change in valuation allowance


1,132



1
%


(521
)


(1
)%


1,251



(0
)%Withholding tax on capital repayment






0
%






0
%


5,950



(2
)%Tax holiday


(53,316
)


(37
)%


(5,897
)


(8
)%






(0
)%Others






0
%


(142
)


(0
)%


(27
)


0
%Actual income tax (benefit) expense


(758
)


(0
)%


5,139



7
%


(20,912
)


8
%     Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2007

2008

2009Decrease in earnings (loss) per ordinary share: Basic


0.58



0.06



0.00 Diluted


0.51



0.05



0.00  F-35




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,

December 31,2008

2009Deferred income tax assets:Pre-operating expenses


375



Inventories write-down


39,520



14,552Impairment loss on equipment






440Provision for accounts receivable and prepayments to suppliers


2,573



5,376Loss on firm purchase commitment






140Accruals


342



156Capital lease obligation






753Deferred revenue






16,885Tax loss carryforwards


2,255



28,617Total gross deferred income tax assets


45,065



66,919Less: valuation allowance






(1,251
)Deferred income tax assets, net of valuation allowance


45,065



65,668Deferred income tax liabilities: Interest capitalized in relation to plant and equipment


(1,468
)


(8,545
) Fixed assets






(1,165
)Total gross deferred income tax liabilities


(1,468
)


(9,710
)Net deferred income tax asset


43,597



55,958Classification on consolidated balance sheets:Deferred income tax assets: Current


44,690



47,590 Non-current


375



16,913Deferred income tax liability: Non-current


(1,468
)


(8,545
)      F-36




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              (19)
    COMMITMENTS
    AND CONTINGENCIES  (a)  Capital
    commitments
    December 31,

December 31,2008

2009Purchase of property, plant and equipment


1,072,108



468,460   (b)  Purchase
    commitments
    December 31,

December 31,2008

2009Future minimum purchases


165,155



5,987  F-37




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (c)  Litigation
  i) Class
    action lawsuits
          (20)
    REDEEMABLE
    CONVERTIBLE PREFERRED SHARES  Series A-1 (Series A-1 Shares) A-2 (Series A-2 Shares) Series A-1 A-2
 F-38




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Series A-1 Series A-1 Shares Series A-2 Shares
          Series A-1 Shares, Series A-1 shares,
 F-39




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Series A-1 Shares. Series A-1 Shares 470-20, Debt with Conversion and Other Options  Cash
    Conversion
    (21)
    ORDINARY
    SHARES  ten-for-one
                  (22)
    STATUTORY
    RESERVE   F-40




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (23)
    SHARE
    BASED COMPENSATION        2007

2008

2009Expected volatility

46.36%-51.82%

49.81%-60.06%

60.89%-62.31%Expected dividends

0%

0%

0%Expected term

0.9-3.2 years

3.07-9.37 years

9.42-9.50 yearsRisk-free interest rate

3.28%-4.81%

2.88%-3.85%

2.22%-2.85%Estimated fair value of underlying ordinary shares

US$7.98-US$44.75

US$14.32-US$43.30

US$5.84-US$9.80      F-41




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted

WeightedNumber

Average

Averageof Total

Exercise

Remaining

AggregateNon-



Shares Involved

Price

Contractual

IntrinsicEmployees

Employees

Investors

in the Option

per Share

Term

ValueFor the year ended December 31, 2007Outstanding as of December 31, 2006


5,850,000



210,000



200,000



6,260,000


US$
4.45Granted during 2007


4,190,750











4,190,750


US$
17.71Exercised


(1,457,000
)










(1,457,000
)

US$
4.45Forfeited or cancelled


(403,400
)


(80,000
)






(483,400
)


Outstanding as of December 31, 2007


8,180,350



130,000



200,000



8,510,350


US$
10.50



3.9 years



310,699Vested or expected to vest as of December 31, 2007


1,980,766



43,333



200,000



2,224,099


US$
4.49



3.51 years



81,322Exercisable as of December 31, 2007


523,766



43,333



200,000



767,099


US$
4.57



3.53 years



32,557For the year ended December 31, 2008Outstanding as of December 31, 2007


8,180,350



130,000



200,000



8,510,350


US$
10.50Granted during 2008


464,300











464,300


US$
19.99Exercised


(2,065,696
)






(200,000
)


(2,265,696
)

US$
5.62Forfeited or cancelled


(310,455
)










(310,455
)


Outstanding as of December 31, 2008


6,268,499



130,000







6,398,499


US$
11.93



3.31 years



31,284Vested or expected to vest as of December 31, 2008


5,158,931



86,667



200,000



5,445,598


US$
8.78



2.72 years



71,121Exercisable as of December 31, 2008


1,636,235



86,667







1,772,902


US$
12.93



3.04 years



8,919For the year ended December 31, 2009Outstanding as of December 31, 2008


6,268,499



130,000







6,398,499


US$
11.93Granted during 2009


710,400











710,400


US$
11.20Exercised


(41,247
)


(100,000
)






(141,247
)

US$
5.56Forfeited or cancelled


(604,796
)










(604,796
)

US$
26.94Outstanding as of December 31, 2009


6,332,856



30,000







6,362,856


US$
10.57



2.0 years



7,039Vested or expected to vest as of December 31, 2009


7,970,879



130,000



200,000



8,300,879


US$
7.33



1.82 years



118,518Exercisable as of December 31, 2009


4,406,936



30,000







4,436,936


US$
9.20



1.97 years



6,839  F-42




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (24)
    EARNINGS
    (LOSS) PER SHARE    Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2007

2008

2009(As adjusted)Numerator used in basic earnings (loss) per shareNet income (loss) attributable to LDK Solar Co., Ltd.
    shareholders


139,122



66,408



(234,225
)Plus accretion of Series A, Series B and Series C
    Shares to redemption value


4,937







Numerator used in diluted earnings (loss) per share


144,059



66,408



(234,225
)Shares (denominator):Weighted average number of ordinary shares outstanding used in
    computing basic earnings (loss) per share


92,673,914



104,994,312



107,238,244Plus weighted average Series A, Series B and
    Series C Shares outstanding


6,616,165







Plus incremental weighted average number of ordinary shares from
    assumed conversion of stock options using the treasury stock
    method


5,569,360



4,246,126



Weighted average number of ordinary shares outstanding used in
    computing diluted earnings (loss) per share


104,859,439



109,240,438



107,238,244Earnings (loss) per share  basic


1.50



0.63



(2.18
)Earnings (loss) per share  diluted


1.37



0.61



(2.18
)    F-43




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (25)
    GEOGRAPHIC
    REVENUE INFORMATION AND CONCENTRATION OF RISK    Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2007

2008

2009Taiwan


152,486



361,622



354,126Mainland China


154,224



463,101



274,019Asia Pacific excluding mainland China and Taiwan


63,809



132,866



198,484Germany


56,210



418,671



165,891Europe excluding Germany


49,289



196,000



57,944North America


47,928



71,235



47,574Total net revenue


523,946



1,643,495



1,098,038   Significant
    concentrations
   F-44




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    US$

EURO

RMB

HKD(000s)

(000s)

(000s)

(000s)In mainland China


30,877



2,604



2,983,088



In Hong Kong


96



583







88In European Union


31,264











Total in original currency


62,237



3,187



2,983,088



88US$ equivalent


62,237



4,573



436,877



11     December 31,

December 31,

December 31,2007

2008

2009Customer A


31,748



100,609



137,393Customer B


52,277



335,409



117,893Customer C


64,644



130,447



14,608     December 31,

December 31,2008

2009Customer A


11,250



29,343Customer B


9,300



11,525Customer C






2,287     December 31,

December 31,2008

2009Customer D


4



23,285    F-45




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,

December 31,2008

2009Supplier A


17,087



18,626Supplier B


14,916



16,109Supplier C


3,339



11,577Supplier D


12,082



683     Business
    and economic risks
         F-46




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Currency
    risk
    (26)
    RELATED
    PARTY TRANSACTIONS    Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2007

2008

2009Sales of wafers under related parties arrangement (Note a)










56,132Purchases of modules from related parties (Note b)










78,079Purchases of low value consumables from a related party
    (Note c)






1,141



509Purchases of crucibles from an associate (Note d)






3,011



1,271Loan obtained from an associate (Note e)






2,195



Loan obtained from a related party (Note f)


5,139







     (a)
    
    During the year ended December 31, 2009, JXLDK entered into
    three wafer sales contracts with Customer I and one wafer sales
    contract with Customer II with contract values of US$52,350
    and US$3,782, respectively (collectively referred as Wafer
    Sales Contracts). In addition, Customer I and
    Customer II entered into agreements to sell corresponding
    quantities of cells (Cell Sales Agreement) to Best
    Solar Co., Ltd. (Best Solar), which is under common
    control of the Groups controlling shareholder 
    Mr. Peng. The Company respectively agreed with Customer I
    and Customer II that these Wafer Sales Contracts will be
    void if Best Solar did not procure the cells from Customer I and
    Customer II pursuant to the Cell Sales Agreement. During
    the year ended December 31, 2009, JXLDK recognized revenue
    of US$56,132 relating to these Wafer Sales Contracts when
    Customer I and Customer II accepted delivery of wafers
    supplied by the Group and Best Solar accepted delivery of cells
    respectively supplied by Customer I and Customer II.(b)
    
    The Group purchased modules of US$78,079 from Best Solar during
    the year ended December 31, 2009. The outstanding amount
    payable to Best Solar as of December 31, 2009 in respect of
    these purchase transactions was US$35,969. Furthermore, during
    the year ended December 31, 2009, JXLDK made prepayment of F-47




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  US$37,615 to Best Solar for module purchases and processing,
    which are to be executed in subsequent periods.(c)
    
    JXLDK, LDKPV and LDKSP purchased low value consumables from
    Jiangxi Liouxin Industry Co., Ltd., (JXLXI) which is
    a company controlled by Mr. Peng, of US$1,141 and US$509
    during the years ended December 31, 2008 and 2009
    respectively. The outstanding amount due to JXLXI as was US$314
    and US$656 as of December 31, 2008 and 2009.(d)
    
    JXLDK also purchased crucibles from Sinoma, which is an
    associate of JXLDK, of US$3,011 and US$1,271 during the years
    ended December 31, 2008 and 2009 respectively. The
    outstanding amount due to Sinoma was US$2,164 and US$1,995 as of
    December 31,2008 and 2009.(e)
    
    In December 2008, JXLDK borrowed US$2,195 via an unsecured loan
    which carried interest at a rate of 5.04% per annum from Sinoma.
    This loan was repaid in April 2009.(f)
    
    Through Bank of China, Xinyu Branch, JXLDK borrowed US$5,139
    from JXLXI on December 19, 2007. The loan carried an
    interest rate of 5.832% and was repaid in February 2008.(g)
    
    Through Bank of China, Xinyu Branch, JXLDK borrowed US$14,971
    from JXLXI on December 22, 2006. The loan carried an
    interest rate of 5.022% and was repaid in June 2007.    (27)
    LDK SOLAR
    CO., LTD. (PARENT COMPANY)        paid-up
 F-48




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Condensed
    Balance Sheets
  December 31,

December 31,2008

2009As adjustedCash and cash equivalents


167



630Insurance recoveries receivable






6,000Due from subsidiaries


25,370



34,160Other receivables






3,400Investment in subsidiaries


1,133,890



1,250,588Debt issuance costs


8,408



4,909Total assets


1,167,835



1,299,687Accrued expenses and other payables


4,271



11,338Provision for legal settlement






16,000Due to subsidiaries


7,022



60,524Deferred revenue


1,990



1,758Convertible senior notes


385,685



391,642Total shareholders equity


768,867



818,425Total liabilities and shareholders equity


1,167,835



1,299,687    F-49




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Statements of operations
  Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2007

2008

2009(As adjusted)General and administrative expenses


(3,293
)


(3,757
)


(7,229
)Legal settlement, net of insurance recoveries










(10,000
)Interest income


2,139



50



1Interest expense, amortization of discount on exchangeable notes
    and amortization of convertible senior notes issuance costs and
    debt discount






(14,019
)


(14,574
)Change in fair value of prepaid forward contracts






60,028



Others






(32
)


(3
)Decrease in fair value of warrant


2







(Loss) earnings before income tax and equity in earnings (loss)
    from subsidiaries


(1,152
)


42,270



(31,805
)Equity in earnings (loss) from subsidiaries


145,211



24,138



(202,420
)Net income (loss)


144,059



66,408



(234,225
)Accretion of Series A redeemable convertible preferred
    shares to redemption value


(860
)






Accretion of Series B redeemable convertible preferred
    shares to redemption value


(2,726
)






Accretion of Series C redeemable convertible preferred
    shares to redemption value


(1,351
)






Net income (loss) attributable to ordinary shareholders


139,122



66,408



(234,225
)  F-50




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Statements of Cash Flows
  Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2007

2008

2009(As adjusted)Cash flows from operating activitiesNet income (loss)


144,059



66,408



(234,225
)Adjustments to reconcile net income to net cash used in
    operating activities:Amortization of convertible senior notes issuance costs and debt
    discount






6,308



9,456Decrease in fair value of warrants


(2
)






Equity in (earnings) loss from subsidiaries


(145,211
)


(24,138
)


202,420Change in fair value of prepaid forward contracts






(60,028
)


Changes in operating assets/liabilities:Due from subsidiaries


(21,994
)


(1,227
)


(8,790
)Due to subsidiaries


442



6,580



10,568Other assets/liabilities


4,996



1,356



11,646Net cash used in operating activities


(17,710
)


(4,741
)


(8,925
)Cash flows from investing activitiesInvestment in subsidiaries


(347,256
)


(388,557
)


(131,462
)Net cash used in investing activities


(347,256
)


(388,557
)


(131,462
)Cash flows from financing activitiesProceeds from related party borrowings










29,050Proceeds from issuance of ordinary shares


369,489



205,104



111,800Payment of expenses relating to share offer


(4,174
)


(1,472
)


Payment for Companys ordinary shares under prepaid forward
    contract






(199,437
)


Proceeds from issuance of convertible senior notes, net of
    issuance cost






388,743



Net cash provided by financing activities


365,315



392,938



140,850Net increase (decrease) in cash and cash equivalents


349



(360
)


463Cash and cash equivalents at beginning of year


178



527



167Cash and cash equivalents at end of year


527



167



630   (28)
    FAIR
    VALUE MEASUREMENTS  (a)
    Fair
    Value Hierarchy   F-51




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Level 1 inputs are quoted prices (unadjusted) in active
    markets for identical assets or liabilities that management has
    the ability to access at the measurement date. An active market
    for the asset or liability is a market in which transactions for
    the asset or liability occur with sufficient frequency and
    volume to provide pricing information on an ongoing basis. A
    quoted price in an active market provides the most reliable
    evidence of fair value and shall be used to measure fair value
    whenever available.
    Level 2 inputs are inputs other than quoted prices included
    in Level 1 that are observable for the asset or liability,
    either directly or indirectly. Level 2 inputs may include
    quoted prices for similar assets and liabilities in active
    markets, as well as inputs that are observable for the asset or
    liability (other than quoted prices), such as interest rates,
    foreign exchange rates, and yield curves that are observable at
    commonly quoted intervals.
    Level 3 inputs are unobservable inputs for the asset or
    liability, which are typically based on an entitys own
    assumptions, as there is little, if any, related market activity.    (b)
    Fair
    Value of Financial Instruments    
    Short-term financial instruments (cash equivalents, pledged bank
    deposits, trade accounts receivable and payable, bills
    receivable and payable, short-term bank borrowings, and accrued
    liabilities)  cost approximates fair value because of
    the short maturity period.
    Long-term bank borrowings  fair value is based on the
    amount of future cash flows associated with each debt instrument
    discounted at the Groups current borrowing rate for
    similar debt instruments of comparable terms. The carrying
    values of the long term loans approximate their fair values as
    all the long-term debt carries variable interest rates which
    approximate rates currently offered by the Companys
    bankers for similar debt instruments of comparable maturities.
    Foreign exchange forward contract  fair value is
    determined by discounting estimated future cash flow, which is
    based on the changes in the forward rate.
    Convertible senior notes  the estimated fair value of
    convertible senior notes was US$297,500 as of December 31,
    2009 and was based on the quoted market price in an active
    market.
    Contingent consideration  the estimated fair value
    was zero as of December 31, 2009, which was determined
    using a probability-weighted discount cash flow model.
    Financial instruments
    held-for-trading
    and
    available-for-sale 
    Fair value of financial instruments
    held-for-trading
    and
    available-for-sale
    is based on quoted market price in an active market. F-52




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     CarryingAmount at

Fair Value at

Fair ValueDecember 31,

December 31,

Measurements Using2009

2009

Level 1

Level 2

Level 3Asset:Foreign exchange forward contract


65



65







65



Liability:Non-deliverable foreign exchange forward contract


(27
)


(27
)






(27
)


       QuotedPrices inActive

SignificantMarkets for

Other

SignificantYear Ended

Identical

Observable

UnobservableDecember 31,

Assets

Inputs

Inputs

Total GainsDescription

2009

(Level 1)

(Level 2)

(Level 3)

(Losses)Long-lived assets


0











0



(1,999
)     (29)
    DERIVATIVE
    FINANCIAL INSTRUMENTS     F-53




---



##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Derivatives and Hedging
    Asset derivatives

Liability derivativesDecember 31,

December 31,

December 31,

December 31,2008

2009

2008

2009Balance



Balance



Balance



BalanceSheet

Fair

Sheet

Fair

Sheet

Fair

Sheet

FairLocation

Value

Location

Value

Location

Value

Location

ValueDerivatives not designated as hedging instruments under
    ASC 815 Interest rate swap contracts


Other
    current
    assets



100























 Foreign exchange forward contracts










Other
    current
    assets



65



Other
    financial
    liabilities



(102
)


Other
    financial
    liabilities



(27
)Total derivatives






100







65







(102
)






(27
)     Amount of (Loss) Gain Recognizedin Income onDerivatives not Designated as



DerivativesHedging Instruments Under

Location of (Loss) Gain Recognized in

Year Ended December 31ASC 815

Income on Derivatives

2008

2009Interest rate swap contracts

Interest expenses


(407
)


Foreign exchange forward contracts

Foreign currency exchange (loss)/gain, net


(2,612
)


140Total




(3,019
)


140  F-54




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##### Table of Contents



LDK SOLAR
    CO., LTD. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (30)
    SUBSEQUENT
    EVENTS  (a)
    Acquisition
    of assets from Best Solar  work-in-progress
  (b)
    Entrustment
    arrangement entered with UCIG   F-55