UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F/A
(Amendment No. 2)
(Mark One)
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: |
For the fiscal year ended December 31, 2011
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: |
For the transition period from to
OR
| ¨ | 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 Registered |
American 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.133,518,800 ordinary shares, par value $0.10 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x
Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) or the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Securities Exchange Act. (Check one):
| | | | |
| Large accelerated filer ¨ | | Accelerated filer x | | Non-accelerated filer ¨ |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| | | | | | |
| U.S. GAAP x | | International Financial Reporting Standards as issued by the International Accounting Standards Board | | ¨ | | Other ¨ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ¨ Item 18 ¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes ¨ No x
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨
EXPLANATORY NOTE
We are filing this Amendment No. 2 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission, or the SEC, on May 15, 2012, as amended by an Amendment No. 1 filed with the SEC on May 30, 2012, or our 2011 Annual Report, for the sole purpose of including the certifications of our principal executive officer and principal financial officer pursuant to Section 302 and Section 906 of Sarbanes-Oxley Act of 2002 for our 2011 Annual Report. Other than as expressly set forth above, this Amendment No. 2 does not, and does not purport to, amend, update or restate any other information in our 2011 Annual Report; nor does it reflect any other events that have occurred after the May 15, 2012 filing date of our 2011 Annual Report.
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 2 to its Annual Report on Form 20-F for the fiscal year ended December 31, 2011 on its behalf.
| | | | |
| LDK Solar Co., Ltd. |
| |
By: | | /s/ Xiaofeng Peng |
| | Name: | | Xiaofeng Peng |
| | Title: | | Chairman & Chief Executive Officer |
| |
By: | | /s/ Jack Lai |
| | Name: | | Jack Lai |
| | Title: | | Chief Financial Officer |
Date: August 21, 2012
EXHIBIT INDEX
| | |
Exhibit | | Description |
| |
| 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. |
