SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
LDK Solar Co., Ltd.
(Name of Issuer)
Ordinary Shares, par value $0.10 per share
American Depositary Shares, each representing one Ordinary Share
(Title of Class of Securities)
50183L 10 7
(CUSIP Number)
Chen Shi
Fulai Investments Limited
30/F, Bank of China Tower
1 Garden Road
Central, Hong Kong
with copies to:
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Robert Woll Deacons 5th Floor Alexandra House 18 Chater Road Central, Hong Kong 852 2825 9211 | | Kenneth T. Zhou Wilmer Cutler Pickering Hale and Dorr LLP 1206 North Tower Kerry Center 1 Guanghua Road Chaoyang District Beijing 100020 China 86 10 5901 6588 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 20, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on the following pages)
(Page 1 of 6 Pages)
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| CUSIP No. 50183L 10 7 | | 13D | | | | Page 2 of 6 Pages |
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| 1 | | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Fulai Investments Limited |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS) WC (Working Capital) |
| 5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION The British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 42,000,000 |
| | 8 | | SHARED VOTING POWER 0 |
| | 9 | | SOLE DISPOSITIVE POWER 42,000,000 |
| | 10 | | SHARED DISPOSITIVE POWER 0 |
| | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,000,000 ordinary shares (1) |
| | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.6%(2) |
| | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
| (2) | Based on the 25,000,000 ordinary shares to be issued to Fulai Investments Limited pursuant to the April Share Purchase Agreement discussed in Item 3, plus the 169,480,847 ordinary shares issued and outstanding as disclosed in the annual report on Form 20-F of the Issuer dated May 13, 2013. |
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| CUSIP No. 50183L 10 7 | | 13D | | | | Page 3 of 6 Pages |
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| 1 | | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Mr. Cheng Kin Ming |
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x |
| 3 | | SEC USE ONLY |
| 4 | | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Other) |
| 5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ |
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 42,000,000 |
| | 8 | | SHARED VOTING POWER 0 |
| | 9 | | SOLE DISPOSITIVE POWER 42,000,000 |
| | 10 | | SHARED DISPOSITIVE POWER 0 |
| | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,000,000 ordinary shares (1) |
| | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.6 %(2) |
| | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
| (2) | Based on the 25,000,000 ordinary shares to be issued to Fulai Investments Limited pursuant to the April Share Purchase Agreement discussed in Item 3, plus the 169,480,847 ordinary shares issued and outstanding as disclosed in the annual report on Form 20-F of the Issuer dated May 13, 2013. |
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| CUSIP No. 50183L 10 7 | | 13D | | | | Page 4 of 6 Pages |
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends the statement on Schedule 13D filed by the Reporting Persons (as defined below) with the Securities and Exchange Commission on January 31, 2013 (the “Original Schedule 13D”).
ITEM 1. SECURITY AND ISSUER
Item 1 is hereby amended and restated in its entirety as follows:
This statement relates to the ordinary shares, par value $0.10 each (the “Ordinary Shares”), issued by LDK Solar, Co., Ltd (the “Issuer”). The address of the principal executive offices of the Issuer is Hi-Tech Industrial Park, Xinyu City, Jiangxi Province 338032, the People’s Republic of China (the “PRC”). This Schedule 13D is being jointly filed by Fulai Investments Limited (“FIL”) and Mr. Cheng Kin Ming (collectively, the “Reporting Persons”) to disclose their current direct or indirect beneficial ownership of the Ordinary Shares.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated in its entirety as follows:
FIL is a company incorporated under the laws of The British Virgin Islands. FIL engages primarily in the investment business. The address of its principal office is 30/F, Bank of China Tower, 1 Garden Road, Central, Hong Kong. The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of FIL are set forth on Schedule A hereto and incorporated herein by reference.
Mr. Cheng Kin Ming is a citizen of Hong Kong. Mr. Cheng Kin Ming is the sole director and shareholder of FIL. His principal occupation is being a merchant. His business address is Fulai Investments Limited, 30/F, Bank of China Tower, 1 Garden Road, Central, Hong Kong.
During the past five years, to the knowledge of the Reporting Persons, none of the Reporting Persons, nor any of the directors and officers named on Schedule A have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
During the past five years, to the knowledge of the Reporting Persons, none of the Reporting Persons, nor any of the directors and officers named on Schedule A have been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated in its entirety as follows:
On February 28, 2013 and March 26, 2013, the Reporting Persons acquired an aggregate of 17,000,000 Ordinary Shares, for an aggregate purchase price of approximately US$31.1 million, pursuant to a share purchase agreement dated January 21, 2013 between the Issuer and FIL (the “January Share Purchase Agreement”). The purchase was funded from the working capital of FIL, which was injected by its shareholder, Mr. Cheng Kin Ming.
The Reporting Persons will acquire an aggregate of 25,000,000 Ordinary Shares upon the closing of a proposed transaction, for an aggregate purchase price of approximately US$25.75 million pursuant to a share purchase agreement dated April 25, 2013 between the Issuer and FIL (the “April Share Purchase Agreement”). Closing of the proposed transaction is subject to, among other things, shareholder approval the receipt of all necessary consents and approvals from applicable governmental and regulatory authorities, including the various PRC governmental agencies. The purchase will be funded from the working capital of FIL, which was or will be injected by its shareholder, Mr. Cheng Kin Ming.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Persons entered into the transactions described in this Schedule 13D in order to acquire an interest in the Issuer for investment purposes. The Reporting Persons intend to review continuously their position in the Issuer. Depending upon future evaluations of the business prospects of the Issuer and upon other developments, including, but not limited to, general economic and business conditions and stock market conditions, the Reporting Persons may retain or from time to time increase their holdings or dispose of all or a portion of their holdings, subject to any applicable legal and contractual restrictions on their ability to do so.
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| CUSIP No. 50183L 10 7 | | 13D | | | | Page 5 of 6 Pages |
Pursuant to the April Share Purchase Agreement, FIL has the right to designate two additional directors to the Issuer’s board of directors.
Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the following actions:
| | (a) | the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
| | (b) | an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; |
| | (c) | a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; |
| | (d) | any change in the present board of directors or management of the Issuer, including any plan or proposal to change the number or term of directors or to fill any existing vacancies on the board; |
| | (e) | any material change in the present capitalization or dividend policy of the Issuer; |
| | (f) | any other material change in the Issuer’s business or corporate structure; |
| | (g) | changes in the Issuer’s charter or by-laws or other actions which may impede the acquisition of control of the Issuer by any person; |
| | (h) | a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| | (i) | a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the “Exchange Act”); or |
| | (j) | any action similar to any of those enumerated above. |
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety as follows:
(a)–(d) As of the date hereof, FIL is the direct beneficial owner of 17,000,000 Ordinary Shares and may be deemed to be the direct beneficial owner of 25,000,000 Ordinary Shares, which represents in the aggregate approximately 21.6% of the Ordinary Shares outstanding. FIL has the sole power to vote, or direct the voting of, and the sole power to dispose of, or direct the disposition of, the Ordinary Shares held by FIL.
As the owner of 100% of the equity interest of FIL, Mr. Cheng Kin Ming may be deemed to be the indirect beneficial owner of up to 42,000,000 Ordinary Shares beneficially owned by FIL, which represents approximately 21.6% of the Ordinary Shares issued and outstanding.
Except as set forth in Items 3 and 4, there have been no transactions effected in the Ordinary Shares during the past 60 days by any of the Reporting Persons.
No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares referred to in this Item 5.
Percentages set forth in this Schedule 13D were calculated based on the 25,000,000 Ordinary Shares to be issued FIL pursuant to the April Share Purchase Agreement discussed in Item 3, plus the 169,480,847 Ordinary Shares issued and outstanding as of May 13, 2013 (excluding any treasury shares, any Ordinary Shares deemed issued pursuant to any pre-paid forward contracts in connection with any convertible securities of the issuer, Ordinary Shares held by a subsidiary of the issuer, any shares reserved by the issuer for issuance upon conversion of securities or upon exercise of options or warrants).
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| CUSIP No. 50183L 10 7 | | 13D | | | | Page 6 of 6 Pages |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and restated in its entirety as follows:
Share Purchase Agreement
The Share Purchase Agreement is described under Item 3 and Item 4 above, and such description is incorporated under this Item 6 by reference. The summary of the Share Purchase Agreement is qualified in its entirety by reference to the Share Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1.
Voting Agreement
On May 20, 2013, the Reporting Persons, the Issuer and certain major shareholders of the Issuer (the “Major Holders”) entered into a Voting Agreement (the “Voting Agreement”), whereby the Major Holders agreed (i) when a meeting of the shareholders of the Issuer is held, to appear at such meeting or otherwise cause their Shares (as defined in the Voting Agreement) to be counted as present thereat for the purpose of establishing a quorum and (ii) to vote or cause to be voted at such meeting all their Shares in favor of the approval and adoption of the Share Purchase Agreement and all of the the transactions contemplated therein. This summary of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, a copy of which is attached hereto as Exhibit 99.2.
Except the Share Purchase Agreement and Voting Agreement described above, to the best knowledge of the Reporting Persons, there is no contract, arrangement, understanding or relationship among the Reporting Persons or between such persons and any other person with respect to any securities of the Issuer, including the transfer or voting of any Issuer securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit
99.1 | | Share Purchase Agreement, dated as of April 25, 2013, between Fulai Investments Limited and LDK Solar, Co., Ltd. (the “Issuer”), incorporated by reference to Exhibit 2.8 of the Issuer’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission on May 13, 2013. |
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Exhibit
99.2 | | Voting Agreement, dated as of May 20, 2013, between Fulai Investments Limited, the Issuer, Xiaofeng Peng and Heng Rui Xin Energy Co., Ltd. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 21, 2013
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| Fulai Investments Limited | | | | | | /s/ Cheng Kin Ming |
| | | | | | Name: Mr. Cheng Kin Ming |
| | | | | | Title: Director |
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| Mr. Cheng Kin Ming | | | | | | /s/ Cheng Kin Ming |
| | | | | | Name: Mr. Cheng Kin Ming |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001)
SCHEDULE A
Directors and Executive Officers of FIL
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Name | | Position
with FIL | | | Present Principal
Occupation | | | Business Address | | Citizenship | |
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Cheng Kin Ming | | | Director | | | | Merchant | | | 30/F, Bank of China Tower 1 Garden Road, Central, Hong Kong | | | Hong Kong | |
LIST OF EXHIBITS
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Exhibit No. | | Description |
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Exhibit
99.1 | | Share Purchase Agreement, dated as of April 25, 2013, between Fulai Investments Limited and LDK Solar, Co., Ltd. (the “Issuer”), incorporated by reference to Exhibit 28 of the Issuer’s Annua; Report on Form 20-F, filed with the Securities and Exchange Commission on May 13, 2013. |
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Exhibit
99.2 | | Voting Agreement, dated as of May 20, 2013, between Fulai Investments Limited, the Issuer, Xiaofeng Peng and Heng Rui Xin Energy Co., Ltd. |
