T-3 1 d851414dt3.htm FORM T-3 Form T-3

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-3

 

 

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

 

 

LDK SOLAR CO., LTD.

(the “Company”)

 

 

LDK Silicon & Chemical Technology Co., Ltd.

Peng Xiaofeng

(the “Guarantors”)

(Name of applicants)

Hi-Tech Industrial Park, Xinyu City, Jiangxi Province 338032, People’s Republic of China

(Address of principal executive offices of the Company)

 

 

Securities to be Issued Under the Indenture to be Qualified

 

Title of Class

 

Amount

5.535% Convertible Senior Notes due 2016   $358,743,400 aggregate principal amount plus amounts paid-in-kind as permitted by the indenture

 

 

Date of issuance:

December 17, 2014

Name and address of agent for service:

Jack Lai

Chief Financial Officer

+1 (408) 245-0858 (Telephone)

+1 (408) 245-8802 (Facsimile)

1290 Oakmead Parkway, Suite 306

Sunnyvale, California 94085

 

 

 


GENERAL

 

1. General Information.

LDK Solar CO., Ltd. (the “Company”) is an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 166736.

LDK Silicon & Chemical Technology Co., Ltd. (the “Subsidiary Guarantor”) is an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 234412 and registered in Hong Kong as a non-Hong Kong company.

Mr. Peng Xiaofeng is a national of the People’s Republic of China.

 

2. Securities Act exemption applicable.

Pursuant to the terms set forth in (i) the schemes of arrangements under Section 86 of the Companies Law (2013 Revision) of the Cayman Islands (the “Cayman Scheme”) between and among the Company (in provisional liquidation), the Subsidiary Guarantor, and the scheme creditors therein, and (ii) the schemes of arrangement under Section 673 and 674 of the Companies Ordinance (Cap 622) of Hong Kong (the “Hong Kong Scheme”, and together with the Cayman Scheme, the “Schemes”) between the Company (in provisional liquidation), the Subsidiary Guarantor, LDK Silicon Holding Co., Limited, a Hong Kong company and a subsidiary of the Company (“LDK Silicon Hong Kong”), and the scheme creditors therein, the Company on December 17, 2014 issued 5.535% Convertible Senior Notes due 2016 (the “2016 CBs”) in exchange for a significant portion of the claims of certain creditors of the Company, the Subsidiary Guarantor, and LDK Silicon Hong Kong, primarily holders of the Subsidiary Guarantor’s series A redeemable convertible preferred shares issued in June 2011.

The 2016 CBs were issued under the Indenture to be qualified hereby, dated December 10, 2014, by and among the Company (in provisional liquidation), the Subsidiary Guarantor, The Bank of New York Mello, London Branch, as trustee, paying agent and as conversion agent, and The Bank of New York Mellon (Luxembourg) S.A., as transfer agent and as registrar, and The Bank of New York Mellon, London Branch, as collateral agent, as amended and supplemented by the first supplemental indenture, dated as of December 10, 2014, by and among the Company (in provisional liquidation), Mr. Peng Xiaofeng as additional guarantor, the Subsidiary Guarantor, The Bank of New York Mello, London Branch, as trustee, paying agent and as conversion agent, The Bank of New York Mellon (Luxembourg) S.A., as transfer agent and as registrar, and The Bank of New York Mellon, London Branch, as collateral agent (as so amended and supplemented, the “Indenture”). The Indenture is attached hereto as Exhibits T3C1 and T3C2.

The 2016 CBs were issued by the Company in reliance on the exemption from registration provided in Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Schemes. The Grand Court of the Cayman Islands (the “Cayman Court”) approved the Cayman Scheme on November 7, 2014 based on, among other things, fairness of the Cayman Scheme, which was subject to various proceedings at the Cayman Court available for appearance by all relevant creditors to whom the 2016 CBs were proposed to be issued pursuant to the Indenture, with prior notice given to such creditors as instructed by the Cayman Court. The High Court of Hong Kong (the “Hong Kong Court”) approved the Hong Kong Scheme on November 18, 2014, based on, among other things, fairness of the Hong Kong Scheme, which was subject to various proceedings at the Hong Kong Court available for appearance by all relevant creditors to whom the 2016 CBs were proposed to be issued pursuant to the Indenture, with prior notice given to such creditors as instructed by the Hong Kong Court. On November 21, 2014, the United States Bankruptcy Court for the District of Delaware entered an order to recognize the provisional liquidation proceeding in the Cayman Court as a foreign main proceeding under Chapter 15 of the United States Bankruptcy Code and an additional order to recognize and to give full force and effect in the jurisdiction of the United States to the Cayman Scheme.

 

2


AFFILIATIONS

 

3. Affiliates.

For purposes of this Application only, directors and executive officers of the Company and the Subsidiary Guarantor may be deemed to be “affiliates” of the Company. See Item 4 “Directors and Executive Officers” for lists of the directors and executive officers of the Company and the Subsidiary Guarantor, respectively, which lists are incorporated herein by reference.

The following is a list of the other affiliates of the Company as of the date hereof, each a direct or indirect subsidiary of the Company, including the Subsidiary Guarantor. By virtue of being the Company’s subsidiary, the other affiliates on the following list are also affiliates of the Subsidiary Guarantor. The list below corresponds to the list of the Company’s affiliates as of December 17, 2014, the issue date of the Company’s 2016 CBs.

 

Name

  

Place of incorporation

Anhui LDK New Energy Co., Ltd.    China
Ezhou LDK PV Agriculture Technology Co., Ltd.    China
Hetian PV Technology Co., Ltd.    China
Hohhot LDK New Energy Engineering Co., Ltd.    China
Jiangxi LDK PV Silicon Technology Co., Ltd.    China
Jiangxi LDK Solar Hi-Tech Co., Ltd.    China
Jiangxi LDK Solar Polysilicon Co., Ltd.    China
Jiangxi Xin Wei Power Co., Ltd.    China
LD Thin S.r.l.    Italy
LDK Optronics Technology Co., Ltd.    China
LDK PV Tech (Hong Kong) Co., Limited    Hong Kong
LDK Solar Italia S.r.l. (in liquidation)    Italy
LDK Silicon & Chemical Technology Co., Ltd.    Cayman Islands
LDK Silicon Holding Co., Limited    Hong Kong
LDK Solar Canada Inc.    Canada
LDK Solar Europe Holding S.A.    Luxemburg
LDK Solar Germany Holding GmbH    Germany
LDK Solar Hi-Tech (Hong Kong) Co., Limited    Hong Kong
LDK Solar Hi-Tech (Nanchang) Co., Ltd.    China
LDK Solar Hi-Tech (Suzhou) Co., Ltd.    China
LDK Solar Hi-Tech (Xinyu) Co., Ltd.    China
LDK Solar International Company Limited    Hong Kong
LDK Solar Power Technology (Hefei) Co., Ltd.    China
LDK Solar Power Technology (Xinyu) Co., Ltd.    China
LDK Solar Systems, Inc. (in liquidation)    Delaware, U.S.A.
LDK Solar Europe Tech GmbH (in liquidation)    Germany
LDK Solar Tech (Japan) Co., Ltd.    Japan
LDK Solar Tech USA, Inc. (in liquidation)    California, U.S.A.
LDK Solar USA, Inc. (in liquidation)    California, U.S.A.
LDK Trading Service Germany GmbH (in liquidation)    Germany
North Palm Springs Investments, LLC    California, U.S.A.
Shigatse LDK Solar Power Co., Ltd.    China
Solar Power Holding (HongKong) Co., Limited    Hong Kong
Taojiang LDK New Energy and Engineering Co., Ltd.    China
Wuwei LDK New Energy Power Co., Ltd.    China

 

3


MANAGEMENT AND CONTROL

 

4. Directors and executive officers.

The following table sets forth the name of, and all offices held by, the Company’s directors and executive officers (as defined in Sections 303(5) and 303(6) of the Trust Indenture Act of 1939 (the “TIA”)) as of the date hereof. The mailing address for each director and executive officer listed below is Hi-Tech Industrial Park, Xinyu City, Jiangxi Province 338032, People’s Republic of China.

 

Directors and Executive Officers

  

Position

Xingxue Tong    Director, President and Chief Executive Officer
Zhibin Liu    Non-executive Director
Shi Chen    Non-executive Director
Maurice Wai-fung Ngai    Independent Director
Junwu Liang    Independent Director
Shi-an Wu    Independent Director
Ceng Wang    Independent Director
Jack Lai    Executive Vice President and Chief Financial Officer
Yuepeng Wan    Senior Vice President and Chief Technology Officer

The following table sets forth the name of, and all offices held by, the Subsidiary Guarantor’s directors and executive officers (as defined in Sections 303(5) and 303(6) of the TIA) as of the date hereof. The mailing address for each director and executive officer listed below is Hi-Tech Industrial Park, Xinyu City, Jiangxi Province 338032, People’s Republic of China.

 

Directors and Executive Officers

  

Position

Xingxue Tong    Director
Jack Lai    Director

Zhiwei Hu tendered his resignation as a director on December 31, 2014.

 

5. Principal owners of voting securities.

The following table sets forth information as to each person owning 10% or more of the voting securities of the Company as of the date hereof.

 

A. Name and complete mailing address

   B. Title of class owned    C. Amount owned      D. Percentage of voting
securities owned
 

LDK New Energy Holding Limited

P.O. Box 957, Offshore

Incorporations Centre, Road Town,

Tortola, British Virgin Islands

   Ordinary shares      48,053,953         20.4%   

Fulai Investments Limited

P.O. Box 957, Offshore

Incorporations Centre, Road Town,

Tortola, British Virgin Islands

   Ordinary shares      42,000,000         17.8%   

Heng Rui Xin Energy (HK) Co., Limited

Room 1501, 15/F Lucky Centre,

165-171 Wanchai Road, Wanchai,

Hong Kong

   Ordinary shares      25,307,497         10.7%   

The following table sets forth information as to each person owning 10% or more of the voting securities of the Subsidiary Guarantor as of the date hereof.

 

A. Name and complete mailing address

   B. Title of class owned    C. Amount owned      D. Percentage of voting
securities owned
 

LDK Solar CO., Ltd.

4th Floor, Harbour Centre, PO Box

613, Grand Cayman KY1-1107,

Cayman Islands

   Ordinary shares      1,060,000,000         100

 

4


UNDERWRITERS

 

6. Underwriters.

Within three years prior to the date of this Application, no person acted as an underwriter of any securities of the Company or the Subsidiary Guarantor that are currently outstanding on the date of this Application.

There is no underwriter for the 2016 CBs.

 

5


CAPITAL SECURITIES

 

7. Capitalization.

Set forth below is certain information as to each authorized class of securities of the Company as of the date hereof.

 

Title of class

   Amount authorized      Amount outstanding  

Ordinary shares, $0.10 par value

     499,580,000         235,523,289   

Shares of undesignated class, $0.10 par value

     420,000         —     

5.535% Convertible Senior Notes due 2016

     N/A       $ 358,743,400   

5.535% Convertible Senior Notes due 2018

     N/A       $ 264,458,500   

Each ordinary share, including each American depositary share (“ADS”) representing an ordinary share, is entitled to one vote per share on any matter presented to the holders of the ordinary shares, with holders of ADSs to vote through the depositary with respect to their ADSs as provided in the deposit agreement relating to the ADSs.

Set forth below is certain information as to each authorized class of securities of the Subsidiary Guarantor as of the date hereof.

 

Title of class

   Amount authorized      Amount outstanding  

Ordinary shares, $0.10 par value

     4,760,000,000         1,060,000,000   

Series A redeemable convertible preferred shares

     240,000,000         —     

 

6


INDENTURE SECURITIES

 

8. Analysis of indenture provisions.

The 2016 CBs were issued under the Indenture. The following is a general description of certain provisions of the Indenture. This description is qualified in its entirety by reference to the Indenture filed as Exhibits T3C1 and T3C2 hereto and incorporated herein by reference. Capitalized terms used in this Item 8 which are not otherwise defined herein have the meanings assigned to the under the Indenture.

 

(a) Notice of Default

Each of the following is an event of default:

(a) failure to pay the principal of, or premium, if any, on, any Security when the same becomes due and payable, whether on or before the Maturity Date, unless the Super Majority Holders have elected to extend the Maturity Date or to receive ADSs or Ordinary Shares (as the case may be) in lieu or a combination of both pursuant to provisions of Section 5.03 of the Indenture;

(b) failure to pay an interest installment or any other amount on any Security when due, if such failure continues for 30 days after the date when due, subject to the Company’s right to elect to PIK under Section 2.13 of the Indenture;

(c) failure to satisfy the Conversion Obligation upon exercise by a Holder of its conversion rights pursuant to its Securities, except if such failure results from the Company’s compliance of its obligations under Section 9.01(b)(ii) of the Indenture;

(d) failure to provide on a timely basis a compliance certificate as required by Section 4.08 of the Indenture or any notice of Default or Event of Default pursuant to Section 4.11 of the Indenture if such failure continues for 30 days after the date when due;

(e) failure to comply with any other term, covenant or agreement set forth in the Securities or the Indenture;

(f) in respect of an aggregate principal amount then outstanding of US15,000,000 or more, (i) default by the Company or any of its Offshore Subsidiaries in the payment when due, after the expiration of any applicable grace period, of principal of, or premium, if any, or interest on, Indebtedness for money borrowed, (ii) or the acceleration of Indebtedness of the Company or any of its Subsidiaries for money borrowed so that it becomes due and payable prior to the date on which it would otherwise become due and payable or (iii) any combination of (i) or (ii); provided that if the Company defaults in any payment in relation to any securities issued pursuant to the Schemes other than the Securities, an Event of Default will occur immediately upon such default constitutes an “Event of Default” under such securities;

(g) failure of the Company or any of its Subsidiaries, for 60 days, to pay, bond or otherwise discharge any judgments or orders for the payment of money the total uninsured amount of which for the Company or any of its Subsidiaries exceeds US$15,000,000, which are not stayed on appeal;

(h) a voluntary or involuntary case or other proceeding is commenced under any applicable Bankruptcy Law, insolvency law or similar law now or hereafter in effect, seeking the appointment of any Custodian to, or to the property of, the Company, the Subsidiary Guarantor or any of the Company’s Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company, save for the applications of Chapter 11 or Chapter 15 of Title 11 of the United States Code as expressly contemplated under the Schemes and any other application or procedures commenced by the Company or the Subsidiary Guarantor solely for the purpose of seeking recognition of the restructuring implemented by the Schemes, a court of competent jurisdiction enters an order or decree under any Bankruptcy Law; provided, however, that such case or proceeding shall not have been withdrawn or dismissed within 45 days;

(i) the Company, the Subsidiary Guarantor or any of the Company’s Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company, pursuant to, or within the meaning of, any Bankruptcy Law, insolvency law or other similar law now or hereafter in effect, or otherwise without limitation, unless permitted or otherwise contemplated under the Schemes, either:

(i) consenting to the entry of an order for relief against it in an involuntary case, or

 

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(ii) consenting to the appointment of a Custodian of it or for all or substantially all of its property or having such a Custodian appointed in circumstances where its consent is not required, or

(iii) making a general assignment for the benefit of its creditors; or

(j) save for the applications of Chapter 11 or Chapter 15 of Title 11 of the United States Code as expressly contemplated under the Schemes and any other application or procedures commenced by the Company or the Subsidiary Guarantor solely for the purpose of seeking recognition of the restructuring implemented by the Schemes, a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Company, the Subsidiary Guarantor or any of the Company’s Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company in an involuntary case or proceeding, or adjudicates the Company, the Subsidiary Guarantor or any of the Company’s Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company insolvent or bankrupt,

(ii) appoints a Custodian of the Company, the Subsidiary Guarantor or any of the Company’s Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company for all or substantially all of the property of the Company, the Subsidiary Guarantor or any such Significant Subsidiary or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company, as the case may be, or

(iii) orders the winding up or liquidation of the Company, the Subsidiary Guarantor or any of the Company’s Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company.

(k) unenforceability or invalidity of any obligations of the Company or any Guarantor under the Indenture, the Securities or the Guarantees except, with respect to each Guarantee, to the extent that (A) such Guarantee was duly constituted ab initio under the applicable laws and (B) the obligations of each Guarantor are limited to an amount not exceeding the maximum amount that may be guaranteed by such Guarantor without rendering its Guarantee voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

A Default under Section 5.01 of the Indenture is not an Event of Default until (A) the Trustee notifies the Company in writing, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding notify the Company and the Trustee in writing, of the Default and (B) the Default is not cured within 60 days after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that the notice is a Notice of Default. If the Holders of at least 25% in aggregate principal amount of the outstanding Securities request the Trustee to give such notice on their behalf, the Trustee shall (subject to being indemnified and/or secured and/or pre-funded to its satisfaction) do so. When a Default is cured, it ceases to exist for all purposes under the Indenture.

 

(b) Authentication and Delivery of the Notes; Use of Proceeds

One duly authorized Officer shall sign the Securities for the Company by manual or facsimile signature.

A Security’s validity shall not be affected by the failure of an Officer whose signature is on such Security to hold, at the time the Security is authenticated, the same office at the Company.

A Security shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Security has been authenticated under the Indenture.

Upon receipt of a Company Order, the Trustee shall authenticate Securities for original issue as provided in Section 2.01 of the Indenture, with the aggregate principal amount of the Securities outstanding at any time not to exceed the maximum amount permitted thereunder. In addition, in connection with the payment of PIKed interest, the Trustee shall upon receipt of a Company Order as provided in Section 2.15 of the Indenture authenticate and deliver PIK Securities for an aggregate principal amount specified in such Company Order for such PIK Securities issued under the Indenture.

 

8


Upon receipt of a Company Order, the Trustee shall authenticate Securities not bearing the Private Placement Legend to be issued to the transferee when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.15(b) of the Indenture.

The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in the Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as the Trustee to deal with the Company and its Affiliates.

The Securities shall be issuable only in registered form without interest coupons and only in denominations of US$1.00 principal amount and any integral multiples of US$1.00; provided that an increase in the principal amount of Securities as a result of the Company’s election to PIK may be added, and PIK Securities may be issued, in denominations of US$1.00 in accordance with Section 2.14 of the Indenture.

There are no proceeds (and therefore no application of proceeds) from the issue of the 2016 CBs because the 2016 CBs were issued in partial satisfaction of the claims of certain creditors of the Company and its certain subsidiaries, including holders of Series A redeemable convertible preferred shares of the Subsidiary Guarantor issued in June 2011. 4.

 

(c) Termination of Security Interest

The Trustee shall, at the request of the Company or the Guarantors upon having provided the Trustee an Officer’s Certificate and Opinion of Counsel certifying compliance with Section 11.04 of the Indenture execute and deliver a certificate to the relevant Collateral Agent directing such Collateral Agent to release the relevant Collateral or to execute such other appropriate instrument evidencing such release (in the form provided by and at the expense of the Company) upon repayment in full of the Securities.

 

(d) Satisfaction and Discharge of the Indenture

The Indenture shall cease to be of further effect, if:

(a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07 of the Indenture) have been delivered to the Securities Agent for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, and in either case the Company or any Guarantor irrevocably deposits, prior to the applicable due date, with the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07 of the Indenture) on such due date;

(b) the Company or any Guarantor pays to the Trustee and the Securities Agent all other sums payable under the Indenture by the Company or the Guarantors;

(c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit;

(d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, the Indenture; and

(e) the Company or the Guarantors, as the case may be, shall have delivered to the Trustee and the Securities Agent an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to the satisfaction and discharge of the Indenture have been complied with;

provided, however, that Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.15, 2.16, 2.17, 4.01, 4.02, 4.07, 6.07 and 6.08 and ARTICLES VII and IX of the Indenture shall survive any discharge of the Indenture until such time as the Securities have been paid in full and there are no Securities outstanding.

 

9


(e) Evidence of Compliance with Conditions and Covenants of the Indenture

The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company or within 14 days of a written request from the Trustee, or, if earlier, by the date the Company is, or would be, required to file with the SEC the Company’s annual report (whether on Form 20-F under the Exchange Act or another appropriate form) for such fiscal year or upon written request of the Trustee, a certificate of two or more Officers as required by TIA Section 314(a)(4) of the Indenture, stating whether or not the signatories to such certificate have actual knowledge of any Default or Event of Default by the Company in performing any of its obligations under the Indenture, the Security Documents or the Securities (without regard to any period of grace or requirement of notice under the Indenture, the Security Documents or the Securities). If such signatories do know of any such Default or Event of Default, then such certificate shall describe the Default or Event of Default and its status.

 

(f) Extension of maturity

The 2016 CBs will mature on June 3, 2016; provided, however, that, at the option of the Super Majority Holders, which may be exercised one or more times, notifying the Company in writing 15 Business Days prior to the relevant Maturity Date, (i) the Maturity Date may be extended as stated in the written notice of the Super Majority Holders and/or (ii) the Company shall make the payment due on the relevant Maturity Date with Ordinary Shares or ADSs, each as provided in the Indenture.

 

9. Other obligors.

The 2016 CBs are guaranteed by (i) the Subsidiary Guarantor, and (ii) Mr. Peng Xiaofeng.

The mailing address of the Subsidiary Guarantor and Peng Xiaofeng is 1950 Saiwei Blvd, Hi-Tech Industrial Park, Xinyu City, Jiangxi Province, 338000, People’s Republic of China.

Contents of application for qualification

This Application for qualification comprises:

(a) Pages numbered 1 to 12, consecutively;

(b) The Statement of Eligibility and Qualification on Form T-1 of The Bank of New York Mellon, London Branch, as trustee, under the Indenture to be qualified; and

 

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(c) The following exhibits in addition to those filed as part of the Statement of Eligibility and Qualification of the trustee.

 

(i)

   Exhibit T3A1 – Fourth Amended and Restated Memorandum and Articles of Association of LDK Solar CO., Ltd., incorporated by reference to Exhibit 1.1 to its annual report for the year 2008 on Form 20-F filed with the SEC (File Number: 001-33464) on May 22, 2009

(ii)

   Exhibit T3A2 – Amended and Restated Memorandum and Articles of Association of LDK Silicon & Chemical Technology Co., Ltd.

(iii)

   Exhibit T3B – See Exhibits T3A1 and T3A2

(iv)

   Exhibit T3C1 – The indenture dated as of December 10, 2014 by and among LDK Solar CO., Ltd. (in provisional liquidation), as Company, LDK Silicon & Chemical Technology Co., Ltd., as subsidiary guarantor, The Bank of New York Mello, London Branch, as trustee, paying agent and as conversion agent, The Bank of New York Mellon (Luxembourg) S.A., as transfer agent and as registrar, and The Bank of New York Mellon, London Branch, as collateral agent relating to the Company’s 5.535% Convertible Senior Notes due 2016, with a form thereof filed with the SEC as Exhibit 2.9 to the annual report of LDK Solar Co., Ltd. on Form 20-F (File Number: 001-33464) on November 5, 2014

(v)

   Exhibit T3C2 – The first supplemental indenture dated as of December 10, 2014 by and among LDK Solar CO., Ltd. (in provisional liquidation), as Company, Mr. Peng Xiaofeng as additional guarantor, LDK Silicon & Chemical Technology Co., Ltd., as subsidiary guarantor, The Bank of New York Mello, London Branch, as trustee, paying agent and as conversion agent, The Bank of New York Mellon (Luxembourg) S.A., as transfer agent and as registrar, and The Bank of New York Mellon, London Branch, as collateral agent relating to the Company’s 5.535% Convertible Senior Notes due 2016

(vi)

   Exhibit T3D1 – Order by the Grand Court of the Cayman Islands approving, among other things, the Cayman Scheme

(vii)

   Exhibit T3D2 – Order by U.S. Bankruptcy Court for the District Delaware (I) recognizing the Cayman proceedings of LDK Solar CO., Ltd. as a foreign main proceeding and (II) granting related relief

(viii)

   Exhibit T3D3 – Order by U.S. Bankruptcy Court for the District of Delaware recognizing and enforcing the scheme of arrangement and the order of the Cayman Court sanctioning the scheme of arrangement upon recognition of the Cayman proceeding

(ix)

   Exhibit T3D4 – Order by the High Court of Hong Kong approving, among other things, the Hong Kong Scheme

(x)

   Exhibit T3E – Explanatory Statement in Relation to Linked and Inter-Conditional Schemes of Arrangement under Section 86 of the Companies Law (2013 Revision) of the Cayman Islands and Section 673 of the Companies Ordinance (Cap 622) of Hong Kong between LDK Solar CO., Ltd. (in provisional liquidation) and LDK Silicon & Chemical Technology Co., Ltd., an exempted Cayman Islands company, and LDK Silicon Holding Co., Limited, a Hong Kong company, in the High Court of Hong Kong and in the Grand Court of the Cayman Islands and the Scheme Creditors, incorporated by reference to Exhibit 99.1 to the periodic report of LDK Solar CO., Ltd. on Form 6-K submitted to the SEC (File Number: 001-33464) on September 8, 2014

(xi)

   Exhibit T3F – TIA Cross Reference Sheet

(xii)

   Exhibit 25.1 – Statement of eligibility and qualification on Form T-1 of The Bank of New York Mellon, London Branch

 

11


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, each of the applicants below has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in Xinyu City, Jiangxi Province, People’s Republic of China, on the 15th day of January 2015.

(SEAL)

 

LDK SOLAR CO., LTD.
By:  

/s/ Tong Xingxue

  Name:   Tong Xingxue
  Title:   President and CEO

 

Attest:  

/s/ Roger Le Yu

  Name:   Roger Le Yu
  Title:   Financial Controller of LDK Solar Co., Ltd.

(SEAL)

 

LDK SILICON & CHEMICAL TECHNOLOGY CO., LTD.
By:  

/s/ Tong Xingxue

  Name:   Tong Xingxue
  Title:   Director

 

Attest:  

/s/ Roger Le Yu

  Name:   Roger Le Yu
  Title:   Financial Controller of LDK Solar Co., Ltd.

 

PENG XIAOFENG
By:  

/s/ Peng Xiaofeng

  Name:   Peng Xiaofeng

 

Attest:  

/s/ Han Lei

  Name:   Han Lei
  Title:  

Administrative Assistant

 

12


EXHIBIT INDEX

 

Exhibit
Number

  

Description

Exhibit T3A1    Fourth Amended and Restated Memorandum and Articles of Association of LDK Solar CO., Ltd., incorporated by reference to Exhibit 1.1 to its annual report for the year 2008 on Form 20-F filed with the SEC (File Number: 001-33464) on May 22, 2009
Exhibit T3A2    Amended and Restated Memorandum and Articles of Association of LDK Silicon & Chemical Technology Co., Ltd.
Exhibit T3B    See Exhibits T3A1 and T3A2
Exhibit T3C1    The indenture dated as of December 10, 2014 by and among LDK Solar CO., Ltd. (in provisional liquidation), as Company, LDK Silicon & Chemical Technology Co., Ltd., as subsidiary guarantor, The Bank of New York Mello, London Branch, as trustee, paying agent and as conversion agent, The Bank of New York Mellon (Luxembourg) S.A., as transfer agent and as registrar, and The Bank of New York Mellon, London Branch, as collateral agent relating to the Company’s 5.535% Convertible Senior Notes due 2016, with a form thereof filed with the SEC as Exhibit 2.9 to the annual report of LDK Solar Co., Ltd. on Form 20-F (File Number: 001-33464) on November 5, 2014
Exhibit T3C2    The first supplemental indenture dated as of December 10, 2014 by and among LDK Solar CO., Ltd. (in provisional liquidation), as Company, Mr. Peng Xiaofeng as additional guarantor, LDK Silicon & Chemical Technology Co., Ltd., as subsidiary guarantor, The Bank of New York Mello, London Branch, as trustee, paying agent and as conversion agent, The Bank of New York Mellon (Luxembourg) S.A., as transfer agent and as registrar, and The Bank of New York Mellon, London Branch, as collateral agent relating to the Company’s 5.535% Convertible Senior Notes due 2016
Exhibit T3D1    Order by the Grand Court of the Cayman Islands approving, among other things, the Cayman Scheme
Exhibit T3D2    Order by U.S. Bankruptcy Court for the District Delaware (I) recognizing the Cayman proceedings of LDK Solar CO., Ltd. as a foreign main proceeding and (II) granting related relief
Exhibit T3D3    Order by U.S. Bankruptcy Court for the District of Delaware recognizing and enforcing the scheme of arrangement and the order of the Cayman Court sanctioning the scheme of arrangement upon recognition of the Cayman proceeding
Exhibit T3D4    Order by the High Court of Hong Kong approving, among other things, the Hong Kong Scheme
Exhibit T3E    Explanatory Statement in Relation to Linked and Inter-Conditional Schemes of Arrangement under Section 86 of the Companies Law (2013 Revision) of the Cayman Islands and Section 673 of the Companies Ordinance (Cap 622) of Hong Kong between LDK Solar CO., Ltd. (in provisional liquidation) and LDK Silicon & Chemical Technology Co., Ltd., an exempted Cayman Islands company, and LDK Silicon Holding Co., Limited, a Hong Kong company, in the High Court of Hong Kong and in the Grand Court of the Cayman Islands and the Scheme Creditors, incorporated by reference to Exhibit 99.1 to the periodic report of LDK Solar CO., Ltd. on Form 6-K submitted to the SEC (File Number: 001-33464) on September 8, 2014
Exhibit T3F    TIA Cross Reference Sheet
Exhibit 25.1    Statement of eligibility and qualification on Form T-1 of The Bank of New York Mellon, London Branch

 

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