F-1

As filed with the Securities and Exchange Commission on May 11, 2007

Registration No. 333-                    

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Yingli Green Energy Holding Company Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands	3674	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

No. 3055 Middle Fuxing Road

Baoding 071051, People’s Republic of China

(86 312) 3100-500

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

Law Debenture Corporate Services Inc.

400 Madison Avenue, 4th Floor

New York, New York 10017

(212) 750-6474

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Leiming Chen Simpson Thacher & Bartlett LLP 35th Floor, ICBC Tower 3 Garden Road Central, Hong Kong (852) 2514-7600	Chun Wei Sullivan & Cromwell LLP 28th Floor Nine Queen’s Road Central Hong Kong (852) 2826-8688

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

	Proposed Maximum
Title of Each Class of	Aggregate Offering	Amount of
Securities to be Registered	Price(1)(2)	Registration Fee
Ordinary Shares, par value US$0.01 per share(3)	US$350,000,000	US$10,745

(1)	Includes (a) all ordinary shares represented by American depositary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of the distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public, and (b) an aggregate of                  ordinary shares represented by American depositary shares that are issuable upon the full exercise of the underwriters’ option to purchase additional shares, if any. These ordinary shares are not being registered for the purposes of sales outside of the United States. See “Underwriting.”
(2)	Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.
(3)	American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-            ). Each American depositary share represents one ordinary share.

        The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated                     , 2007

Preliminary Prospectus

Yingli Green Energy Holding Company Limited

                      American Depositary Shares

Representing                       Ordinary Shares

       Yingli Green Energy Holding Company Limited is offering                     American depositary shares, or ADSs, and the selling shareholders identified in this prospectus are offering an aggregate of                additional ADSs. Each ADS represents one ordinary share, par value US$0.01 per share. The ADSs are evidenced by American depositary receipts, or ADRs. We will not receive any proceeds from the ADSs sold by the selling shareholders.

       Prior to this offering, there has been no public market for our ADSs or our ordinary shares. It is currently estimated that the initial public offering price per ADS will be between US$          and US$                    . An application has been made to have our ADSs listed on the New York Stock Exchange under the symbol “YGE.”

       See “Risk Factors” beginning on page 14 to read about risks you should consider before buying our ADSs.

       Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per ADS	Total
Public offering price	US$	US$
Underwriting discount	US$	US$
Proceeds, before expenses, to us	US$	US$
Proceeds, before expenses, to the selling shareholders	US$	US$

       To the extent that the underwriters sell more than                     ADSs, the underwriters have an option to purchase up to an aggregate of                additional ADSs from us and up to an additional                     ADSs from the selling shareholders at the initial public offering price less the underwriting discount.

       The underwriters expect to deliver the ADSs evidenced by the ADRs against payment in US dollars in New York, New York on                     , 2007.

Goldman Sachs (Asia) L.L.C. UBS Investment Bank

Piper Jaffray CIBC World Markets

Prospectus dated                     , 2007.

Table of Contents

	Page
Prospectus Summary		1
Risk Factors		14
Special Note Regarding Forward-Looking Statements		39
Use of Proceeds		41
Capitalization		43
Dilution		45
Dividend Policy		47
Exchange Rate Information		48
Enforceability of Civil Liabilities		49
Restructuring		51
Selected Consolidated Financial and Operating Data		67
Management’s Discussion and Analysis of Financial Condition and Results of Operations		71
Business		110
Management		129
Principal and Selling Shareholders		139
Related Party Transactions		141
PRC Government Regulations		149
Description of Share Capital		155
Description of American Depositary Shares		168
Shares Eligible for Future Sale		177
Taxation		179
Underwriting		183
Expenses Related to this Offering		188
Legal Matters		188
Experts		188
Where You Can Find Additional Information		189
Index to Consolidated Financial Statements		F-1
EX-3.1 SECOND AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION
EX-3.2 THIRD AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION
EX-4.2 SPECIMEN CERTIFICATE FOR ORDINARY SHARES
EX-4.3 FORM OF DEPOSIT AGREEMENT
EX-4.4 SERIES A PREFERRED SHARED PURCHASE AGMT
EX-4.5 SERIES A PREFERRED SHAREHOLDERS AGREEMENT
EX-4.6 AMENDMENT AGREEMENT DATED SEPT 28,2006
EX-4.7 ORDINARY SHARES PURCHASE WARRANT
EX-4.8 TRUST DEED
EX-4.9 SUBSCRIPTION AGREEMENT
EX-4.10 AMENDED AND RESTATED SERIES B PRE.SHARE PURCHASE
EX-4.11 2ND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
EX-4.12 WARRANT SIDE LETTER
EX-4.13 FORM OF ORDINARY SHARES PURCHASE WARRANT
EX-4.14 ORDINARY SHARE PURCHASE WARRANT
EX-4.15 AMEND 1 TO SERIES B PRE.SHARE PURCHASE AGMT
EX-5.1 FORM OF OPINION OF CONYERS DILL & PEARMAN
EX-5.2 FORM OF OPINION OF FANGDA PARTNERS
EX-8.1 FORM OF OPINION OF CONTERS DILL & PEARMAN
EX-8.2 FORM OF OPINION OF SIMPSON THACHER & BARTLETT LLP
EX-10.1 2006 STOCK INCENTIVE PLAN
EX-10.2 FORM OF EMPLOYMENT AGREEMENT
EX-10.3 JOIN VENTURE CONTRACT
EX-10.4 SALES CONTRACT
EX-10.5 LOAN CONTRACT
EX-10.6 MAXIMUM AMOUNT GUARANTEE CONTRACT DEC 20,2005
EX-10.7 GUARANTEE CONTRACT FEB 6,2007
EX-10.8 MAXIMUM AMOUNT GUARANTEE CONTRACT MAR 30,2005
EX-10.9 MAXIMUM AMOUNT GUARANTEE CONTRACT AUG 11,2005
EX-10.10 MAXIMUM AMOUNT GUARANTEE CONTRACT FEB 6,2007
EX-10.11 GUARANTEE CONTRACT DEC 21,2005
EX-10.12 GUARANTEE CONTRACT FEB 17,2006
EX-10.13 MAXIMUM AMOUNT GUARANTEE CONTRACT SEP 26,2005
EX-10.14 MAXIMUM AMOUNT GUARANTEE CONTRACT FEB 1,2007
EX-10.15 GUARANTEE CONTRACT SEP 2005
EX-10.16 MAXIMUM GUARANTEE CONTRACT SEP 6,2005
EX-10.17 MAXIMUM AMOUNT GUARANTEE CONTRACT DEC 20,2006
EX-10.18 PRODUCT SUPPLY CONTRACT
EX-10.19 SPORTS GROUND LAYING CONTRACT
EX-10.20 BAODING YINGLI PUBLIC FACILITIES COMPANY CONTRACT
EX-10.21 PURCHASE AND SALE CONTRACT
EX-10.22 PURCHASE AND SALE CONTRACT
EX-10.23 SUPPLY CONTRACT
EX-10.24 AGREEMENT DATED MAY 17,2006
EX-10.25 REPAYMENT AGREEMENT
EX-10.26 SOLAR POWER PHOTOVOLTAIC MODULES SUPPLY CONTRACT
EX-10.27 SUPPLY AGREEMENT NOV 9,2006
EX-10.28 SALE AND PURCHASE AGREEMENT
EX-10.29 SUPPLY AGREEMENT NOV 13,2006
EX-10.30 SUPPLY AGREEMENT AUG 10,2006
EX-10.31 PURCHASE AGREEMENT
EX-10.32 AMEND 1 TO 2006 STOCK INCENTIVE PLAN
EX-21.1 SUBSIDIARIES OF THE REGISTRANT
EX-23.1 CONSENT OF KPMG
EX-99.1 CODE OF BUSINESS CONDUCT AND ETHICS
EX-99.2 CONSENT OF SOLARBUZZ
EX-99.3 CONSENT OF AMERICAN APPRAISAL CHINA LIMITED
EX-99.4 CONSENT OF IAIN FERGUSON BRUCE
EX-99.5 CONSENT OF JIESI WU
EX-99.6 CONSENT OF MARTIN LAU

      You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. We are offering to sell, and are seeking offers to buy, the ADSs only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ADSs.

      We have not undertaken any efforts to qualify this offering for offers to individual investors in any jurisdiction outside the United States. Therefore, individual investors located outside the United States should not expect to be eligible to participate in this offering.

Dealer Prospectus Delivery Obligation

      Until                , 2007 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

      This summary highlights information about Yingli Green Energy Holding Company Limited, or Yingli Green Energy, and Baoding Tianwei Yingli New Energy Resources Co., Ltd., or Tianwei Yingli, our principal operating subsidiary and about the offering contained elsewhere in this prospectus, and is qualified in its entirety by the more detailed information and financial statements contained elsewhere in this prospectus. You should carefully read the entire prospectus before making an investment decision, especially the information presented under the heading “Risk Factors” and the consolidated financial statements and notes included elsewhere in this prospectus. Yingli Green Energy was incorporated on August 7, 2006. On September 5, 2006, Yingli Group, an entity controlled by Mr. Liansheng Miao, the chairperson of the board of directors and chief executive officer of Yingli Green Energy who also controls our controlling shareholder, Yingli Power, transferred its 51% equity interest in Tianwei Yingli to Yingli Green Energy. As Yingli Group and Yingli Green Energy were entities under common control at the time of the transfer, the 51% equity interest in Tianwei Yingli was recorded by us at the historical cost to Yingli Group, which approximated the historical carrying values of the assets and liabilities of Tianwei Yingli. For financial statements reporting purposes, Tianwei Yingli was deemed to be our predecessor for periods prior to September 5, 2006. In our discussions of the year ended December 31, 2006, we refer to certain line items in the financial statements as “combined” for comparative purposes. These unaudited combined amounts represent the addition of the amounts for certain financial statement line items or captions of Tianwei Yingli, our predecessor, for the period from January 1, 2006 through September 4, 2006, and the amounts for the corresponding financial statement line items or captions of Yingli Green Energy, for the period from August 7, 2006 (date of inception) through December 31, 2006. For the period from August 7, 2006 through September 4, 2006, during which the financial statements of the predecessor and those of Yingli Green Energy overlap, Yingli Green Energy did not engage in any business or operations. The unaudited combined financial data for the year ended December 31, 2006 do not comply with accounting principles generally accepted in the United States, or U.S. GAAP. We are including these unaudited combined amounts to supplementally provide information that we believe will be helpful to gaining a better understanding of our results of operations and improve the comparative analysis against the prior periods, each of which was for a full fiscal year. These unaudited combined amounts do not purport to represent what our financial condition, results of operations or cash flows would have been in such period if Yingli Group had transferred its 51% equity interest in Tianwei Yingli to us on January 1, 2006.

      In this prospectus, except as otherwise indicated or as the context may otherwise require, all references to “Yingli Green Energy,” “we,” “the Company,” “us” and “our” refer to Yingli Green Energy Holding Company Limited and, unless otherwise indicated or as the context may otherwise require, to our predecessor, Tianwei Yingli, and its consolidated subsidiaries.

Overview

      We are one of the leading vertically integrated photovoltaic, or PV, product manufacturers in China. Through Tianwei Yingli, our principal operating subsidiary based in China, we design, manufacture and sell PV modules, and design, assemble, sell and install PV systems that are connected to an electricity transmission grid or those that operate on a stand-alone basis. With an annual production capacity of 95 megawatts of polysilicon ingots and wafers, 90 megawatts of PV cells and 100 megawatts of PV modules as of the date of this prospectus, we believe we are currently one of the largest manufacturers of PV products in China as measured by annual production capacity. Except for the production of polysilicon materials that are used to manufacture polysilicon ingots and wafers, our products and services substantially cover the entire PV industry value chain from the manufacture of multicrystalline polysilicon ingots and wafers, PV cells, PV modules and PV systems to PV system installation. We believe we are one of the few large-scale PV companies in China to have adopted vertical integration as their business model. Our end-products include PV modules and PV systems in different sizes and power outputs. We sell PV modules under our own brand name, Yingli, to PV system integrators and distributors located in various markets around the world, including Germany, Spain, China and the United States.

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      In 2002, we began producing PV modules with an initial annual production capacity of three megawatts and have significantly expanded production capacities of our PV products in the past five years to the current level. In April 2006, we launched a new expansion project in Baoding, China to increase our annual production capacity of polysilicon ingots and wafers, PV cells and PV modules to 600 megawatts each by 2010.

      Historically, we have sold and installed PV systems in the western regions of China where substantial government-subsidized, rural electrification projects are underway. We also sell PV systems to mobile communications service providers in China for use across China and plan to export our PV systems into major international markets such as Germany, Spain and the United States. In order to promote the export of our PV systems, we have participated in the design and installation of large PV system projects undertaken by our customers overseas. For example, we cooperated with Solar-Energiedach GmbH NL in the design and installation of a one-megawatt PV system covering the roof of the Kaiserslautern soccer stadium in Germany, one of the FIFA World Cup 2006 venues. Historically, sales of PV systems by us have not been significant. However, we expect our sales of PV systems to increase although we expect such sales to remain relatively insignificant as a percentage of our net revenues in the near term.

      Our net revenues increased from RMB 120.5 million in 2004 to RMB 361.8 million in 2005 and on a combined basis to RMB 1,638.8 million (US$210.0 million) in 2006. Our income from operations increased from RMB 13.7 million in 2004 to RMB 83.7 million in 2005 and, on a combined basis, to RMB 366.9 million (US$47.0 million) in 2006, representing operating profit margins of 11.4%, 23.1% and 22.4%, respectively. Our net income was RMB 6.1 million in 2004, RMB 66.0 million in 2005, RMB 186.2 million (US$23.9 million) in the period from January 1, 2006 through September 4, 2006 and RMB 30.0 million (US$3.8 million) for the period from August 7, 2006 (date of inception) through December 31, 2006, representing net income profit margins of 5.1%, 18.2%, 21.1% and 4.0%, respectively.

Industry Background

      Solar power has recently emerged as one of the most rapidly growing renewable energy sources. Through a process known as the PV effect, electricity is generated by PV cells that convert sunlight into electricity. PV modules, which are panels composed of interconnected PV cells, are mounted in areas with direct exposure to the sun to generate electricity from sunlight. PV systems, which are composed of PV modules, related power electronics and other components, are used in residential, commercial and industrial applications and for customers who have no or limited access to an electricity transmission grid.

      Although PV technology has been used for several decades, the PV market grew significantly only in the past several years. According to Solarbuzz, an independent solar energy research and consulting firm, the global PV market, as measured by annual PV system installation, increased from 345 megawatts in 2001 to 1,744 megawatts in 2006. Solarbuzz’s “Balanced Energy” forecast scenario forecasted global PV industry revenues and PV system installations to be US$18.6 billion and 4,177 megawatts in 2011, respectively.

      We believe the following factors will continue to drive the demand in the global solar power industry, including the demand for our products and services:

•  government subsidies and economic incentives;

•  advances in technologies making solar power more cost-efficient;

•  rising demand for and increasing costs of fossil energy resources;

•  increasing environmental concerns over conventional energy; and

•  narrowing cost differentials between solar and conventional energy sources.

2

      We believe the following are the key challenges presently facing the solar power industry, including us:

•  continuing reliance on government subsidies and economic incentives;

•  need for further cost-competitiveness;

•  raw materials supply shortage; and

•  aesthetic concern.

Our Competitive Strengths

      We believe that our following strengths enable us to compete effectively and to capitalize on the rapid growth of the global PV market:

•  vertically integrated business model;

•  cost-effective and efficient manufacturing process;

•  high-quality products and growing brand recognition;

•  steadily improving research and development capability;

•  established customer relationships; and

•  experienced management team.

Our Strategies

      We seek to continue to be a leader in the development and manufacture of PV products by taking advantage of our high degree of vertical integration in the PV production process, which yields economies of scale and cost savings. More specifically, we plan to focus on the following areas:

•  expand PV system sales to overseas markets;

•  expand global reach for our products;

•  secure and strengthen stable and long-term relationships with polysilicon suppliers;

•  achieve technological advances through dedicated and continuous research and development efforts;

•  increase production capacity; and

•  expand market share in China.

Our Challenges

      The successful execution of our strategies is subject to certain risks, uncertainties and challenges, including:

•  risks associated with our ability to obtain sufficient quantities of quality silicon raw materials in a timely manner;

•  risks associated with the potential reduction in or discontinuation of government subsidies and economic incentives for solar energy applications which could reduce demand for our products and, in turn, our revenues;

•  uncertainties associated with responding effectively to competitive pressures from our competitors in the PV modules and PV systems markets as well as from conventional energy and other renewable energy sources, including other solar energy systems;

•  risks associated with our ability to expand our operations and manage such expansion effectively;

3

•  risks associated with our ability to successfully implement our overseas expansion;

•  risks associated with our ability to improve manufacturing efficiency or yield commercially viable new products; and

•  uncertainties associated with our ability to establish and maintain an effective internal control system and procedures.

      Please see “Risk Factors” and other information included in this prospectus for a detailed discussion of these and other risks, uncertainties and challenges.

Corporate Structure

      We were incorporated on August 7, 2006 in the Cayman Islands as part of a restructuring of the equity interest in our predecessor, Tianwei Yingli, to facilitate investments in Tianwei Yingli by foreign financial investors and the listing of our shares on an overseas stock market to achieve such investors’ investment goal and exit and liquidity strategies. As a result of the restructuring and subsequent private equity investments described in “Restructuring”:

•  Yingli Power Holding Company Ltd., or Yingli Power, became our controlling shareholder, holding 56.44% of our issued and outstanding share capital on an as-converted, fully diluted basis immediately prior to this offering;

•  on September 5, 2006, Yingli Group, an entity controlled by Mr. Liansheng Miao, our chairperson and chief executive officer, who also controls our controlling shareholder, Yingli Power, transferred to us its 51% controlling equity interest in Tianwei Yingli. As a result of such transfer, Tianwei Yingli became our subsidiary. For financial statements reporting purposes, Tianwei Yingli is deemed to be our predecessor;

•  certain investors became holders of our Series A preferred shares, Series B preferred shares, warrants to purchase our ordinary shares and mandatory convertible bonds convertible into our ordinary shares, which represent on an aggregate basis 41.09% of our issued and outstanding share capital on an as-converted, fully diluted basis immediately prior to this offering;

•  our equity interest in Tianwei Yingli increased to 62.13% and would increase to 70.11% upon the completion of relevant PRC registration procedures for the additional equity contribution into Tianwei Yingli which was funded by the issuance of the Series B preferred shares and other financings as described in “Restructuring — Private Equity Investments and Other Financing Following the Restructuring;” and

•  Tianwei Yingli became a Sino-foreign equity joint venture enterprise established under PRC law and subject to certain PRC laws and regulations as described in “PRC Government Regulations — Equity Joint Ventures.”

      Our predecessor, Tianwei Yingli, was established as a PRC limited liability company in August 1998 to manufacture multicrystalline silicon ingots and wafers, PV cells, PV modules and PV systems. Tianwei Yingli holds a 64% equity interest in Chengdu Yingli New Energy Resources Co., Ltd., or Chengdu Yingli, a PRC limited liability company in Sichuan, China, which sells PV modules and PV systems in Sichuan Province. In addition, Tianwei Yingli holds a 50% equity interest in Tibet Tianwei Yingli New Energy Resources Co., Ltd., or Tibetan Yingli, a company established in Tibet, which sells PV systems in Tibet.

4

      The following chart sets forth our main operational and shareholding structure immediately after the completion of this offering, assuming that the underwriters do not exercise their option to purchase additional ADSs.

Notes:

(1)	Mr. Liansheng Miao, our chairperson and chief executive officer, owns all of the issued and outstanding share capital of Yingli Power and is the sole director of Yingli Power. Mr. Miao is also vice chairperson and chief executive officer of Tianwei Yingli. The principal business of Yingli Power is holding of investment securities in Yingli Green Energy. Mr. Miao beneficially owns 100% equity interest in Yingli Group, which transferred its controlling equity interest in Tianwei Yingli to us.
(2)	Indicates jurisdiction of incorporation.
(3)	Currently include (i) Inspiration Partners Limited, the holder of all of our outstanding Series A preferred shares, (ii) Baytree Investments (Mauritius) Pte Ltd., an affiliate of Temasek Holdings Pte Ltd., and 13 other investors that hold our Series B preferred shares, (iii) holders of the mandatory exchangeable notes issued by Yingli Power, our controlling shareholder, whose terms substantially mirror the mandatory convertible bonds issued by us to Yingli Power on the same date and which are mandatorily exchangeable into our ordinary shares, (iv) China Sunshine Investment Co., Ltd, a holder of our ordinary shares and (v) certain of our employees, being the beneficial owners of the restricted shares we issued to them as part of our employee stock incentive plan. All outstanding Series A preferred shares, Series B preferred shares and mandatory exchangeable notes are automatically convertible or exchangeable into our ordinary shares upon completion of this offering. In addition, TB Management Ltd., an affiliate of Inspiration Partners Limited, and 11 of our Series B preferred investors hold warrants to purchase our ordinary shares, all of which are exercisable upon or prior to the completion of this offering, subject to certain cancellation and return features. In calculating relevant shareholding percentages in this prospectus, we have included all of the warrants held by TB Management Ltd. and the relevant Series B preferred shareholders because we believe these warrants are likely to be exercised upon or prior to the completion of this offering in view of the specified exercise periods in their respective governing instruments and the expected market price of our ordinary shares. See “Restructuring — Private Equity Investments and Other Financings Following the Restructuring” and “Principal and Selling Shareholders.”

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(4)	Tianwei Baobian is controlled and 51.1% owned by Baoding Tianwei Group Co., Ltd., or Tianwei Group, a wholly state-owned limited liability company established in the PRC, which is in turn controlled by the State-asset Administration and Supervision Committee of the Baoding Municipal Government in Hebei Province of the PRC.
(5)	Indicates the percentage as of the date of this prospectus. The equity interests in Tianwei Yingli held by Yingli Green Energy and Tianwei Baobian would change to 70.11% and 29.89%, respectively, upon the completion of relevant PRC registration procedures for the additional equity contribution of US$118 million in the aggregate from portions of the proceeds from the issuance and sale of the mandatory redeemable bonds, the mandatory convertible bonds and the Series B preferred shares into the registered capital of Tianwei Yingli. See “Restructuring — Private Equity Investments and Other Financings Following the Restructuring.”
(6)	The principal business of Tianwei Yingli is the design, manufacture and sale of PV modules and the design, assembly, sale and installation of PV systems. See “Business — Overview.”
(7)	The remaining 36% equity interest of Chengdu Yingli is owned by Shiqian Chen, Xiao Wei, Jiafu Yu and Shiguang Du, each owning 9%. Mr. Chen is a director of Chengdu Yingli, and Messrs. Wei, Yu and Du are its executive officers. None of these individuals is otherwise affiliated with us.
(8)	The remaining 50% equity interest of Tibet Tianwei Yingli is owned, as to 30%, by Weiping Yu, vice chairperson of Tibetan Yingli and, as to the other 20%, by Tibetan Energy Demonstration Center, an entity wholly owned by the Tibetan Bureau of Technology, a Tibetan government agency. Neither Mr. Yu nor Tibetan Energy Demonstration Center is otherwise affiliated with us.
(9)	The remaining 49% equity interest of Baoding Yingli is owned by Northeast Trading Co., Ltd. (Japan), which is not our affiliate.

(10)  The remaining 1% equity interest of Tibet Keguang is owned by Huasheng Deng, which is not our affiliate.

Corporate Information

      Our principal executive offices are located at No. 3055 Middle Fuxing Road, Baoding, Hebei Province, People’s Republic of China. Our telephone number at this address is (86 312) 3100-500 and our fax number is (86 312) 3151-881. Our agent for service of process in the United States is Law Debenture Corporate Services Inc., located at 400 Madison Avenue, New York, New York 10017.

      Investor inquiries should be directed to us at the address and telephone number of our principal executive offices set forth above. Our website is www.yinglisolar.com. The information contained on our website is not part of this prospectus.

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Conventions That Apply to This Prospectus

      Unless otherwise indicated or the context otherwise requires, references in this prospectus to:

•  “€” and “Euro” are to the legal currency of the member states of the European Union that adopted such currency as their single currency in accordance with the Treaty Establishing the European Community (signed in Rome on March 25, 1957), as amended by the Treaty on European Union (signed in Maastricht on February 7, 1992);

•  “$,” “US$” and “U.S. dollars” are to the legal currency of the United States;

•  “China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this prospectus, Taiwan and the special administrative regions of Hong Kong and Macau; and

•  “RMB” and “Renminbi” are to the legal currency of the PRC.

      Unless otherwise indicated, information in this prospectus assumes that the underwriters do not exercise their option to purchase additional ADSs.

      This prospectus contains translations of certain Renminbi amounts into U.S. dollar amounts at specified rates. All translations from Renminbi amounts to U.S. dollar amounts were made at the noon buying rate in The City of New York for cable transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise stated, the translation of Renminbi amounts into U.S. dollar amounts has been made at the noon buying rate in effect on December 29, 2006, which was RMB 7.8041 to US$1.00. We make no representation that the Renminbi or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. See “Risk Factors — Risks Related to Doing Business in China — Fluctuation in the value of the Renminbi may have a material adverse effect on your investment.” On May 10, 2007, the noon buying rate was RMB 7.6936 to US$1.00.

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THE OFFERING

Price per ADS	We currently estimate the initial public offering price will be between US$                     and US$                     per ADS.
This Offering:
ADSs offered by us	ADSs
ADSs offered by the selling shareholders	ADSs
Total	ADSs
Ordinary shares outstanding immediately after this offering	ordinary shares (or                      ordinary shares if the underwriters exercise in full their option to purchase additional ADSs), excluding ordinary shares issuable upon the exercise of outstanding share options and ordinary shares reserved for issuance under our 2006 stock incentive plan and after giving effect to the automatic conversion of all of our outstanding preferred shares and mandatory convertible bonds upon the completion of this offering and the exercise of all outstanding warrants to purchase our ordinary shares, which are exercisable upon or prior to the completion of this offering.
Option to purchase additional ADSs	We and the selling shareholders have granted to the underwriters an option, exercisable for 30 days after the date of this prospectus, to purchase up to an aggregate of                      additional ADSs at the initial public offering price listed on the cover page of this prospectus, less underwriting discount.
Tianwei Baobian’s subscription right	If Tianwei Baobian, which holds a minority equity interest in Tianwei Yingli, exercises the right we granted to it under a PRC law-governed joint venture contract between us and Tianwei Baobian, we will be obligated to issue, after this offering, a number of our ordinary shares to Tianwei Baobian in exchange for all but not part of its equity interest in Tianwei Yingli at the time of the exercise according to a pre-agreed formula. The number of our ordinary shares to be newly issued upon the exercise of Tianwei Baobian’s subscription right will be substantial, and upon such exercise, the equity interest in us held by you in the form of ADSs will be substantially diluted. See “Restructuring — Joint Venture Contract — Subscription Right.”
The ADSs	Each ADS represents one ordinary share, par value US$0.01 per share. The ADSs will be evidenced by American Depositary Receipts, or ADRs.
	The depositary will be the holder of the ordinary shares underlying the ADSs and you will have the rights of an ADR holder as provided in the deposit agreement among us, the depositary and owners and beneficial owners of ADSs from time to time.
	You may surrender your ADSs to the depositary to withdraw the ordinary shares underlying your ADSs. The depositary will charge you a fee for such an exchange.

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	We may amend or terminate the deposit agreement for any reason without your consent. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.
	To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled “Description of American Depositary Shares.” We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.
Use of proceeds	We estimate that we will receive net proceeds of approximately US$                     million (or US$                     million if the underwriters exercise the option to purchase additional ADSs in full) from this offering, assuming an initial public offering price of US$                     per ADS, being the midpoint of the estimated range of the initial public offering price after deducting underwriting discounts and estimated aggregate offering expenses payable by us.
	We intend to use our net proceeds from this offering for the following purposes:
	• approximately US$                     million to make an equity contribution to Tianwei Yingli, which would, subject to relevant PRC regulatory approvals and registrations, increase our equity interest in Tianwei Yingli from 70.11% (following our completion of relevant PRC registration procedures for the injection into Tianwei Yingli of the proceeds from the Series B and other financings) to approximately           % immediately following such equity contribution; and
	• US$38 million to fully redeem the mandatory redeemable bonds issued by us in November 2006.
	We intend to procure Tianwei Yingli to use the proceeds from our equity contribution in the amount of US$                     million for the following purposes:
	• approximately US$                     million to fund a majority of the planned expansion of Tianwei Yingli’s manufacturing capacity for the production of silicon ingots and wafers, PV cells and PV modules each to reach 400 megawatts by the end of 2008;
	• approximately US$                     million to purchase, or make prepayments for, raw materials; and
	• the remaining amount for other general corporate purposes.
	See “Use of Proceeds” for additional information.
	We will not receive any of the proceeds from the sale of the ADSs by the selling shareholders.
Risk factors	See “Risk Factors” and other information included in this prospectus for a discussion of the risks you should carefully consider before deciding to invest in our ADSs.
Listing	We have applied for the listing of our ADSs on the New York Stock Exchange, or the NYSE. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system.

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Proposed New York Stock Exchange symbol	“YGE”
Depositary	JPMorgan Chase Bank, N.A.

Lock-up We, the selling shareholders, our directors, executive officers and our other existing shareholders have agreed with the underwriters not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus. See “Underwriting.”

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SUMMARY FINANCIAL AND OPERATING DATA

      The following tables present the summary consolidated financial information of us and our predecessor, Tianwei Yingli. You should read this information together with the consolidated financial statements and related notes and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. The historic results are not necessarily indicative of results to be expected in the future.

      Yingli Green Energy was incorporated on August 7, 2006. For the period from August 7, 2006 (date of inception) through September 4, 2006, Yingli Green Energy did not engage in any business or operations. On September 5, 2006, Yingli Group, an entity controlled by Mr. Liansheng Miao, our chairperson and chief executive officer, who also controls our controlling shareholder, Yingli Power, transferred its 51% equity interest in Tianwei Yingli to Yingli Green Energy. For further details on this transaction, see “Restructuring.” As Yingli Group and we were entities under common control at the time of the transfer, the transfer of 51% equity interest in Tianwei Yingli was recorded by us at the historical cost to Yingli Group. For financial statements reporting purposes, Tianwei Yingli is deemed to be our predecessor for periods prior to September 5, 2006.

      The summary consolidated statement of income data and other consolidated financial data for the years ended December 31, 2004 and 2005 and for the period from January 1, 2006 through September 4, 2006 and the summary consolidated balance sheet data as of December 31, 2004 and 2005 and September 4, 2006 have been derived from the audited consolidated financial statements of our predecessor, Tianwei Yingli, included elsewhere in the prospectus. The summary consolidated statement of income data (other than per ADS data) and other consolidated financial data for the period from August 7, 2006 through December 31, 2006 and the summary consolidated balance sheet data as of December 31, 2006 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated financial statements of each of Yingli Green Energy and Tianwei Yingli have been prepared in accordance with U.S. GAAP.

      The unaudited combined summary consolidated statement of income data and other consolidated financial data represent the addition of the amounts of certain financial statement line items or captions of Tianwei Yingli, our predecessor, for the period from January 1, 2006 through September 4, 2006, and the amounts for the corresponding line items or captions of Yingli Green Energy for the period from August 7, 2006 (date of inception) through December 31, 2006. For the period from August 7, 2006 (date of inception) through September 4, 2006, during which the financial statements of the predecessor and those of Yingli Green Energy overlap, Yingli Green Energy did not engage in any business or operations. The unaudited combined summary consolidated statement of income data and other consolidated financial data for the year ended December 31, 2006 do not comply with U.S. GAAP. We are including these unaudited combined financial data that we believe is helpful to gaining a better understanding of results of operations and to improve the comparative analysis against the prior periods, each of which included a full fiscal year. These unaudited combined amounts do not purport to represent what our financial position, results of operations or cash flows would have been if Yingli Group had transferred its 51% equity interest in Tianwei Yingli to us on January 1, 2006.

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										Yingli Green
	Predecessor									Energy			Combined
							For the			For the
	For the year ended						period from			period from
	December 31,						January 1, 2006			August 7, 2006
							through			through			For the year ended
	2004			2005			September 4, 2006			December 31, 2006			December 31, 2006
										(in thousands of			(in thousands				(in thousands
	(in thousands of RMB)									RMB, except for			of RMB)			of US$)
										per share and per
										ADS data)
Consolidated Statement of Income Data
Net revenues		120,483			361,794			883,988			754,793			1,638,781			209,990
Gross profit		25,180			108,190			272,352			179,946			452,298			57,956
Operating expenses		11,436			24,515			37,721			47,658			85,379			10,940
Income from operations		13,744			83,675			234,631			132,288			366,919			47,016
Interest expense, (net)		(6,324	)		(5,003	)		(21,923	)		(25,201	)		(47,124	)		(6,038	)
Income tax expense		(1,221	)		(12,736	)		(22,546	)		(22,968	)		(45,514	)		(5,832	)
Income before minority interest		6,013			65,918			186,147			75,302			261,449			33,501
Minority interest		76			36			76			(45,285	)		—	(3)		—	(3)
Net income		6,089			65,954			186,223			30,017			—	(3)		—	(3)
Net income per share — basic(1)											0.36			—	(3)		—	(3)
Net income per share — diluted(1)											0.36			—	(3)		—	(3)
Net income per ADS — basic(1)											—			—	(3)		—	(3)
Net income per ADS — diluted(1)											—			—	(3)		—	(3)
Pro forma net income per share — basic (2)											0.40			—	(3)		—	(3)
Pro forma net income per share — diluted(2)											0.40			—	(3)		—	(3)
Pro forma net income per ADS — basic (2)
Pro forma net income per ADS — diluted (2)

										Yingli Green
	Predecessor									Energy			Combined
							For the			For the
	For the year ended						period from			period from
	December 31,						January 1, 2006			August 7, 2006
							through			through			For the year ended
	2004			2005			September 4, 2006			December 31, 2006			December 31, 2006
	(in percentage)									(in percentage)
Other Consolidated Financial Data
Gross profit margin		20.9	%		29.9	%		30.8	%		23.8	%		27.6	%
Operating profit margin		11.4	%		23.1	%		26.5	%		17.5	%		22.4	%
Net profit margin		5.1	%		18.2	%		21.1	%		4.0	%		—	(3)

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	Predecessor						Yingli Green Energy
	As of December 31				As of		As of
					September 4,		December 31,
	2004		2005		2006		2006
							(in thousands		(in thousands
	(in thousands of RMB)						of RMB)		of US$)
Consolidated Balance Sheet Data
Total current assets		62,437		335,372		1,272,347		1,725,885		221,151
Total assets		204,076		704,775		1,787,535		2,813,461		360,511
Total current liabilities		132,570		566,471		1,473,396		668,241		85,627
Mandatory redeemable bonds payable to Yingli Power		—		—		—		293,110		37,558
Mandatory convertible bonds payable to Yingli Power		—		—		—		362,530		46,454
Total liabilities		132,836		567,617		1,474,696		1,339,878		171,689
Minority interest		606		569		983		387,716		49,681
Series A and B preferred shares		—		—		—		1,017,337		130,360
Total owners’ / shareholder’s equity		70,634		136,589		311,856		68,530		8,781

	For the year ended
	December 31
	2004		2005		2006
Consolidated Operating Data
PV modules sold (in megawatts)(4)		4.7		11.9		51.3
Average selling price of PV modules (per watt in US$)(5)		2.83		3.49		3.82

Notes:

(1)	Tianwei Yingli, our predecessor, is not a share-based company and had no outstanding shares for the periods presented, and therefore, we have not presented earnings per share for Tianwei Yingli.
(2)	To give effect to (i) the automatic conversion of all of our outstanding preferred shares into ordinary shares upon completion of this offering and (ii) the automatic conversion of all of our outstanding mandatory convertible bonds into ordinary shares upon completion of this offering, as if the conversion had taken place as of August 7, 2006 (date of inception).
(3)	This line item for the combined period is not presented because it is not comparable to the item that would have been in this period if Yingli Group had transferred its 51% equity interest in Tianwei Yingli to us on January 1, 2006 because the minority interest for the period from August 7, 2006 through December 31, 2006, which reflects the ownership of Tianwei Yingli not held by us, is not comparable or relevant to the results of operations of our predecessor.
(4)	PV modules sold, for a given period, represents the total PV modules, as measured in megawatts, delivered to customers under then effective supply contracts during such period.
(5)	We compute the average selling price of PV modules per watt for a given period as the total sales of PV modules divided by the total watts of the PV modules sold during such period, and translated into U.S. dollars at the noon buying rate at the end of such period as certified by the United States Federal Reserve Board.

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RISK FACTORS

      An investment in our ADSs involves significant risks. You should carefully consider the risks described below and the other information in this prospectus, including the consolidated financial statements of Yingli Green Energy and the consolidated financial statements of its predecessor, Tianwei Yingli, and related notes included elsewhere in the prospectus, before you decide to buy our ADSs. If any of the following risks actually occurs, our business, prospects, financial condition and results of operations could be materially harmed, the trading price of our ADSs could decline and you could lose all or part of your investment.

Risks Related to Us and the PV Industry

          We are currently experiencing and may continue to experience an industry-wide shortage of polysilicon. Our failure to obtain sufficient quantities of polysilicon in a timely manner could disrupt our operations, prevent us from operating at full capacity or limit our ability to expand as planned, which will reduce, and limit the growth of, our manufacturing output and revenue.

      Polysilicon is the most important raw material used in the production of our PV products. To maintain competitive manufacturing operations, we depend on timely delivery by our suppliers of polysilicon in sufficient quantities. The global supply of polysilicon is controlled by a limited number of producers, and there is currently an industry-wide shortage of polysilicon. The current shortage of polysilicon is the result of a combination of factors, including a significant increase in demand for polysilicon due to the rapid growth of the PV industry, the significant lead time required for building additional capacity for polysilicon production and significant competing demand for polysilicon from the semiconductor industry.

      Partly as a result of the industry-wide shortage, we have from time to time faced the prospect of a shortage of polysilicon and late or failed delivery of polysilicon from suppliers. We may experience actual shortage of polysilicon or late or failed delivery in the future for the following reasons, among others. First, the terms of our polysilicon contracts with, or purchase orders to, our suppliers may be altered or cancelled by the suppliers with limited or no penalty to them, in which case we may not be able to recover damages fully or at all. Second, we generally do not have a history of long-term relationships with polysilicon suppliers who may be able to meet our polysilicon needs consistently or on an emergency basis. Third, compared to us, many of our competitors who also purchase polysilicon from our suppliers have had longer and stronger relationships with and greater buying power and bargaining leverage over our suppliers.

      If we fail to obtain delivery of polysilicon in amounts and according to time schedules as agreed with the suppliers, or at all, we may be forced to reduce production or secure alternative sources of polysilicon in the spot market, which may not provide polysilicon in amounts required by us or at comparable or affordable prices, or at all. Our failure to obtain the required amounts of polysilicon on time and at affordable prices can seriously hamper our ability to meet our contractual obligations to deliver PV products to our customers. Any failure by us to meet such obligations could have a material adverse effect on our reputation, retention of customers, market share, business and results of operations and may subject us to claims from our customers and other disputes. In addition, our failure to obtain sufficient polysilicon will result in underutilization of our existing and new production facilities and an increase of our marginal production cost, and may prevent us from implementing capacity expansion as currently planned. Any of the above events could have a material adverse effect on our growth, profitability and results of operations.

          The price of polysilicon is rising and we may not be able to pass on the increase in raw material costs to our customers, which may reduce our profitability.

      The industry-wide shortage of polysilicon has resulted in a significant increase in polysilicon prices. Our average purchase price of polysilicon per kilogram has increased by 106.5% in 2005 compared to 2004 and 185.5% in 2006 compared to 2005. We believe the average price of polysilicon will remain high in the near term compared to its historical levels. The increasing price of polysilicon has largely contributed to the increase in our production costs for PV modules in the past three years and in the first quarter of 2007 and

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may continue to have the same effect in the future, notwithstanding our continuing efforts to use polysilicon more efficiently.

      Despite the rise in the price of polysilicon, PV module manufacturers worldwide are expanding their production capacities in response to the growing popularity worldwide of PV products. We believe that such capacity expansion, in addition to a decline in government subsidies to promote solar energy consumption in certain countries, will cause a gradual decline in the price of PV modules, which may more than offset any cost savings from technological improvements that lead to a more efficient use of polysilicon. In addition, in case of a general decline in the price of PV modules, we may not be able to pass to our customers our increased production costs resulting from, among others, the increased costs of polysilicon. Any significant decline of the price for PV modules, together with the rising production costs for PV modules, would materially and adversely affect our profitability and results of operations.

          Advance payment arrangements between us and most of our polysilicon suppliers and equipment suppliers expose us to the credit risks of such suppliers, which could in turn have a material adverse effect on our liquidity.

      Under existing supply contracts with most of our polysilicon suppliers and our equipment suppliers, consistent with the industry practice, we make advance payments to our suppliers prior to the scheduled delivery dates for polysilicon and equipment. In many such cases, we make the advance payments without receiving collateral for such payments. As a result, our claims for such payments would rank as unsecured claims, which would expose us to the credit risks of our suppliers in the event of their insolvency or bankruptcy. Under such circumstances, our claims against the suppliers would rank below those of secured creditors, which would undermine our chances of obtaining the return of our advance payments. Accordingly, a default by our suppliers may have a material adverse effect on our financial condition, results of operations and liquidity.

          A significant reduction in or discontinuation of government subsidies and economic incentives may have a material adverse effect on our results of operations.

      Demand for our products depends substantially on government incentives aimed to promote greater use of solar power. In many countries in which we are currently, or intend to become, active, the PV markets, particularly the market of on-grid PV systems, would not be commercially viable without government incentives. This is because the cost of generating electricity from solar power currently exceeds, and we believe will continue to exceed for the foreseeable future, the costs of generating electricity from conventional or non-solar renewable energy sources.

      The scope of the government incentives for solar power depends, to a large extent, on political and policy developments in a given country related to environmental concerns, which could lead to a significant reduction in or a discontinuation of the support for renewable energies in such country. For example, in Germany, the feed-in tariffs, which require grid system operators to purchase electricity from renewable energy sources at fixed rates, are subject to scheduled reviews by the end of 2007 under the Renewable Energies Act. Utility companies and grid operators burdened by the minimum feed-in tariffs under the Renewable Energies Act in Germany or by comparable regulations in other countries may lobby for a reduction in or cancellation of such tariffs. In addition, in certain countries, including countries to which we export PV products, government financial support of PV products has been, and may continue to be, challenged as being unconstitutional or otherwise unlawful. A significant reduction in the scope or discontinuation of government incentive programs, such as the Renewable Energies Act, would have a materially adverse effect on the demand for our PV modules as well as our results of operations.

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          We depend, and expect to continue to depend, on a limited number of customers for a high percentage of our revenues. As a result, the loss of, or a significant reduction in orders from, any of these customers would significantly reduce our revenues and harm our results of operations.

      We currently expect that our results of operations will, for the foreseeable future, continue to depend on the sale of our PV modules to a relatively small number of customers until we become successful in significantly expanding our customer base or diversifying product offerings. In 2005 and 2006, sales to our customers that individually exceeded 10% of our net revenues accounted for approximately 38.7% and 38.9%, respectively, of our net revenues. Our relationships with such key customers have been developed over a short period of time and are generally in their early stages. We cannot assure you that these customers will continue to generate significant revenues for us or that we will be able to maintain these customer relationships. In addition, our business is affected by competition in the market for the products that many of our major customers sell, and any decline in the businesses of our customers could reduce the purchase of our products by these customers. The loss of sales to any of these customers could also have a material adverse effect on our business, prospects and results of operations.

          We face intense competition in the PV modules and PV system markets and our PV products compete with different solar energy systems as well as other renewable energy sources in the alternative energy market. If we fail to adapt to changing market conditions and to compete successfully with existing or new competitors, our business prospects and results of operations would be materially and adversely affected.

      The PV market is intensely competitive and rapidly evolving. The number of PV product manufacturers is rapidly increasing due to the growth of actual and forecast demand for PV products and the relatively low barriers to entry. If we fail to attract and retain customers in our target markets for our current and future core products, namely PV modules and PV systems, we will be unable to increase our revenues and market share.

      Since 2004, a substantial majority of our revenues have been derived from overseas markets, particularly Germany, and increasingly Spain and the United States, and we expect these trends to continue. A substantial portion of our revenues is also derived from China. In these markets, we often compete with local and international producers of PV products that are substantially larger than us, including the solar energy divisions of large conglomerates such as BP Solar and Sharp Corporation, PV module manufacturers such as Sunpower Corp. and Suntech Power Holdings Co., Ltd., and integrated PV product manufacturers such as SolarWorld AG, Renewable Energy Corporation and Trina Solar Limited.

      We may also face competition from new entrants to the PV market, including those that offer more advanced technological solutions or that have greater financial resources, such as semiconductor manufacturers, several of which have announced their intention to start production of PV cells and PV modules. A significant number of our competitors are developing or currently producing products based on the more advanced PV technologies, including thin film solar module, amorphous silicon, string ribbon and nano technologies, which may eventually offer cost advantages over the crystalline polysilicon technologies currently used by us. A widespread adoption of any of these technologies could result in a rapid decline in our position in the renewable energy market and our revenues if we fail to adopt such technologies. In addition, like us, some of our competitors have become, or are becoming, vertically integrated in the PV industry value chain, from silicon ingot manufacturing to PV system sales and installation. This could further erode our competitive advantage. Furthermore, the entire PV industry also faces competition from conventional energy and non-solar renewable energy providers.

      Many of our existing and potential competitors have substantially greater financial, technical, manufacturing and other resources than we do. The greater size of many of our competitors provides them with cost advantages as a result of their economies of scale and their ability to obtain volume discounts and purchase raw materials at lower prices. For example, our competitors that also manufacture semiconductors may compete with us for the procurement of silicon raw materials. As a result, such competitors may have stronger bargaining power with their suppliers and have an advantage over us in pricing as well as securing sufficient supply of polysilicon during times of shortage. Many of our competitors also have better brand

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name recognition, more established distribution networks, larger customer bases or more in-depth knowledge of the target markets. As a result, they may be able to devote greater resources to the research and development, promotion and sale of their products and respond more quickly to evolving industry standards and changes in market conditions as compared to us. Our failure to adapt to changing market conditions and to compete successfully with existing or future competitors would have a material adverse effect on our business, prospects and results of operations.

          Our new expansion plans require substantial capital expenditures, significant engineering efforts and dedicated management attention, and our failure to complete these plans would have a material adverse effect on the growth of our sales and earnings.

      Our future success depends, to a large extent, on our ability to expand our production capacity. If we are unable to do so, we will not be able to attain the desired level of economies of scale in our operations or cut the marginal production cost to the level necessary to effectively maintain our pricing and other competitive advantages. We expect that we will make substantial capital expenditures for our future growth. This expansion has required and will continue to require substantial capital expenditures, significant engineering efforts and dedicated management attention, and is subject to significant risks and uncertainties, including:

•  we may need to continue to contribute significant additional capital to Tianwei Yingli through the issuance of our equity or debt securities in order to finance the costs of developing the new facilities, which may not be conducted on reasonable terms or may not be conducted at all, and which could be dilutive to our existing shareholders. Such capital contribution would also require PRC regulatory approvals in order for the proceeds from such issuances to be transferred to Tianwei Yingli, which approvals may not be granted in a timely manner or at all;

•  we will be required to obtain governmental approvals, permits or documents of similar nature in respect of any new expansion projects, but it is uncertain whether such approvals, permits or documents will be obtained on time or at all;

•  we may experience cost overruns, delays, equipment problems and other operating difficulties;

•  we are using new equipment and technology to lower our unit capital and operating costs, but we cannot assure you that such effort will be successful; and

•  we may not have sufficient management resources to properly oversee capacity expansion as currently planned.

      Any of these or similar difficulties could significantly delay or otherwise constrain our ability to undertake our capacity expansion plans as currently planned, which in turn would limit our ability to increase sales, reduce marginal manufacturing costs or otherwise improve our prospects and profitability.

          We may undertake acquisitions, investments, joint ventures or other strategic alliances, which may have a material adverse effect on our ability to manage our business, and such undertakings may end up being unsuccessful.

      Our strategy includes plans to grow both organically and through acquisitions, participation in joint ventures or other strategic alliances with suppliers or other companies in China and overseas along the PV industry value chain. Joint ventures and strategic alliances may expose us to new operational, regulatory and market risks as well as risks associated with additional capital requirements.

      Acquisitions of companies or businesses and participation in joint ventures or other strategic alliances are subject to considerable risks, including:

•  our inability to integrate new operations, personnel, products, services and technologies;

•  unforeseen or hidden liabilities, including exposure to lawsuits associated with newly acquired companies;

•  the diversion of resources from our existing businesses;

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•  disagreement with joint venture or strategic alliance partners;

•  contravention of regulations governing cross-border investment;

•  failure to comply with laws and regulations of the overseas markets into which we expand;

•  our inability to generate sufficient revenues to offset the costs and expenses of acquisitions, strategic investments, joint venture formations or other strategic alliances; and

•  potential loss of, or harm to, employees or customer relationships.

      Any of these events could disrupt our ability to manage our business, which in turn could have a material adverse effect on our financial condition and results of operations. Such risks could also result in our failure to derive the intended benefits of the acquisitions, strategic investments, joint ventures or strategic alliances and we may be unable to recover our investment in such initiatives.

          Our product development initiatives may fail to improve manufacturing efficiency or yield commercially viable new products.

      We are making efforts to improve our manufacturing processes and improve the quality of our PV products. We plan to undertake research and development to continuously reduce the thickness of our wafers and develop more advanced products. We are also exploring ways to improve our PV module production. Additional research and development efforts will be required before our products in development may be manufactured and sold at a commercially viable level. We cannot assure you that such efforts will improve the efficiency of manufacturing processes or yield new products that are commercially viable. In addition, the failure to realize the intended benefits from our product development initiatives could limit our ability to keep pace with the rapid technological changes, which in turn would hurt our business and prospects.

          Failure to achieve satisfactory output of our PV modules and PV systems could result in a decline of sales.

      The manufacture of PV modules and PV systems is a highly complex process. Deviations in the manufacturing process can cause a substantial decrease in output and, in some cases, disrupt production significantly or result in no output. We have from time to time experienced lower-than-anticipated manufacturing output during the ramp-up of production lines. This often occurs during the production of new products, the installation of new equipment or the implementation of new process technologies. As we bring additional lines or facilities into production, we may operate at less than intended capacity during the ramp-up period and produce less output than expected. This would result in higher marginal production costs which could have a material adverse effect on our profitability.

      We believe the efficient use of polysilicon is essential to reducing our manufacturing costs. We have been exploring several measures to improve the efficient use of polysilicon in our manufacturing process, including reducing the thickness of silicon wafers. However, the use of thinner silicon wafers may have unforeseen negative consequences, such as increased breakage and reduced reliability and conversion efficiency of our PV cells and modules. As a result, reducing the thickness of silicon wafers may not lead to the cost reductions we expect to achieve, while at the same time it may reduce customer satisfaction with our products, which in turn could have a material adverse effect on our customer relationships, reputation and results of operations.

          Unsatisfactory performance or defects in our products may cause us to incur warranty expenses, damage our reputation and cause our sales to decline.

      Our PV modules are typically sold with a two-year limited warranty for defects in materials and workmanship, and a 10-year and 25-year warranty against declines of initial power generation capacity by more than 10.0% and 20.0%, respectively. As a result, we bear the risk of extensive warranty claims long after we sell our products and recognize revenues. As we began selling PV modules only since January 2003, none of our PV modules has been in use for more than five years. For our PV systems in China, we provide

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a one- to five-year limited warranty against defects in modules, storage batteries and certain other system parts. As of December 31, 2005 and 2006, our accrued warranty costs amounted to RMB 5.0 million and RMB 20.7 million (US$2.7 million), respectively. Because our products have only been in use for a relatively short period of time, our assumptions regarding the durability and reliability of our products may not be accurate, and because our products have relatively long warranty periods, we cannot assure you that the amount of accrued warranty by us for our products will be adequate in light of the actual performance of our products. If we experience a significant increase in warranty claims, we may incur significant repair and replacement costs associated with such claims. Furthermore, widespread product failures will damage our reputation and customer relationships and may cause our sales to decline, which in turn could have a material adverse effect on our financial condition and results of operations.

          We have limited insurance coverage and may incur losses resulting from product liability claims, business interruption or natural disasters.

      We are exposed to risks associated with product liability claims if the use of our PV products results in injury. Since our PV products are components of electricity producing devices, it is possible that users could be injured or killed by our PV products, whether by product malfunctions, defects, improper installation or other causes. We do not maintain any business interruption insurance coverage. As a result, we may have to pay, out of our own funds, for financial and other losses, damages and liabilities, including those in connection with or resulting from third-party product liability claims and those caused by natural disasters and other events beyond our control, which could have a material adverse effect on our financial condition and results of operations.

          We obtain some of the equipment used in our manufacturing process from a small number of selected suppliers and if our equipment is damaged or otherwise unavailable, our ability to deliver products timely will suffer, which in turn could result in cancellations of orders and loss of revenue for us.

      Some of the equipment used in our production of polysilicon ingots, wafers, PV cells and PV modules, such as ingot cashing furnaces, diffusion furnaces and wire saws, have been customized to our specifications, are not readily available from multiple vendors and would be difficult to repair or replace. If any of our key equipment suppliers were to experience financial difficulties or go out of business, we may have difficulties with repairing or replacing our customized equipment in the event of any damage to or a breakdown of such equipment. In such cases, our ability to deliver products timely would suffer, which in turn could result in cancellations of orders from our customers and loss of revenue for us. In addition, the equipment we need for our expansion is in high demand. A supplier’s failure to deliver the equipment timely, in sufficient quantity and on terms acceptable to us could delay our capacity expansion and otherwise disrupt our production schedule or increase our production costs.

          While we currently require most customers to pay a portion of the purchase price in advance when they place orders with us, this business practice may change in the future and, as a result, our working capital requirement could materially increase.

      We currently require most of our customers to make an advance payment of a certain percentage of their orders, a business practice that helps us to manage our accounts receivable. The business practice of receiving advance payments from customers helps us to prepay our suppliers and reduce the amount of funds that we need to finance our working capital requirements. However, if the supply of PV products outpaces the demand for PV products and, as a result, our customers gain more bargaining power in negotiating payment terms, our customers may discontinue the practice of making advance payments. We would then be required to obtain more working capital and our accounts receivable and allowances for doubtful accounts may also increase significantly as more of our customers pay on credit. In such circumstances, we may need to arrange additional financing in material amounts to meet our working capital needs, the interest expenses of which could decrease our cash flows from operations as well as our profitability. We may not be able to secure such additional financing on a timely basis or on terms acceptable to us or at all.

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          Fluctuations in exchange rates could adversely affect our results of operations

      Most of our sales are currently denominated in U.S. dollars and Euros, and to a lesser extent, in Renminbi, while a substantial portion of our costs and expenses is denominated in U.S. dollars, Renminbi, Japanese Yen and Euros. Under applicable PRC laws, regulations and rules, all foreign currencies received by us must be converted into Renminbi within a prescribed period of time unless specifically approved by the State Administration of Foreign Exchange, or SAFE. In addition, we must convert Renminbi into foreign currencies to make payments to overseas suppliers. Therefore, fluctuations in currency exchange rates could have a significant effect on our results of operations due to mismatches among various foreign currency-denominated transactions, including sales of PV modules in overseas markets and purchases of silicon raw materials and equipment, and the time gap between the signing of the related contracts and cash receipts and disbursements related to such contracts.

      We incurred net foreign exchange losses of RMB 1.8 million in 2005 and RMB 8.1 million (US$1.0 million) in 2006 due to the adjustment of the exchange rate between the U.S. dollar and Renminbi, effective July 21, 2005. We have not used any forward contracts, currency options or borrowings to hedge our exposure to foreign currency exchange risk. We cannot predict the effect of exchange rate fluctuations on our net foreign exchange losses in the future. We may choose to reduce the effect of such exposure through hedging arrangements, but because of the limited availability of hedging instruments in China, we cannot assure you that we will find a hedging arrangement suitable to us, or that such hedging activities will be effective in managing our foreign exchange risk.

          We face risks associated with the marketing and sale of our PV products internationally, and if we are unable to effectively manage these risks, our ability to expand our business abroad will be limited.

      In 2005 and 2006, we sold 84.3% and 95.1%, respectively, of our products to customers outside of China, including customers in Germany, Spain and the United States. We intend to further grow our business activities in international markets, in particular in the United States, Spain and selected countries in southern Europe and Southeast Asia where we believe the PV market is likely to grow significantly in the near term. The marketing and sale of our PV products to international markets expose us to a number of risks, including, but not limited, to:

•  fluctuations in foreign currency exchange rates;

•  increased costs associated with maintaining the ability to understand the local markets and follow their trends, as well as develop and maintain effective marketing and distributing presence in various countries;

•  the availability of advances from our customers;

•  providing customer service and support in these markets;

•  difficulty with staffing and managing overseas operations;

•  failure to develop appropriate risk management and internal control structures tailored to overseas operations;

•  difficulty and cost relating to compliance with the different commercial and legal requirements of the overseas markets in which we offer or plan to offer our products and services;

•  failure to obtain or maintain certifications for our products or services in these markets;

•  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.

      Our business in foreign markets requires us to respond timely and effectively to rapid changes in market conditions in the relevant countries. Our overall success as a global business depends, in part, on our ability to succeed in different legal, regulatory, economic, social and political conditions. We may not be able to develop and implement policies and strategies that will be effective in each location where it does business. To the extent that we conduct business in foreign countries by means of participations or joint ventures, there

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are additional risks. See “ — We may undertake acquisitions, investments, joint ventures or other strategic alliances, which may have a material adverse effect on our ability to manage our business, and such undertakings may end up being unsuccessful.” A change in one or more of the factors described above may have a material adverse effect on our business, prospects, financial condition and results of operations.

          We have significant outstanding short-term borrowings, and we may not be able to obtain extensions when they mature.

      Our short-term borrowings from banks outstanding as of December 31, 2005 and 2006 were RMB 279.0 million and RMB 255.3 million (US$32.7 million), respectively, and bore a weighted average interest rate of 5.42% and 5.99%, respectively, of which RMB 222.0 million and RMB 221.0 million (US$28.3 million) were arranged or guaranteed by related parties as of December 31, 2005 and 2006, respectively. Other non-bank short-term borrowings, consisting principally of loans from a customer, a government body and loans arranged by Mr. Liansheng Miao, the chairperson of our board of directors and our chief executive officer, amounted to RMB 67.7 million and RMB 12.0 million (US$1.5 million), respectively, as of December 31, 2005 and 2006. We also have short-term borrowings from related parties, the outstanding amount of which was RMB 100.4 million and RMB 31.8 million (US$4.1 million) as of December 31, 2005 and 2006, respectively, which represents 22.4% and 10.6% of our short-term borrowings, as of the same dates, respectively.

      Generally, these loans contain no specific renewal terms, although we have traditionally negotiated renewal of certain of the loans shortly before they mature. However, we cannot assure you that we will be able to renew these loans in the future as they mature. In particular, a substantial portion of our short-term borrowings are arranged or guaranteed by Tianwei Baobian or its controlling shareholder, Tianwei Group. Since Tianwei Baobian is no longer Tianwei Yingli’s controlling equity interest holder, it or Tianwei Group may be less inclined to guarantee bank borrowings of Tianwei Yingli. If we are unable to obtain renewals of these loans or sufficient alternative funding on reasonable terms from banks or related or third parties, we will have to repay these borrowings with additional funding from Tianwei Yingli’s equity interest holders, including us, or cash generated by our future operations, if any. We cannot assure you that our business will generate sufficient cash flow from operations to repay these borrowings.

          Most of our production, storage, administrative and research and development facilities are located in close proximity to one another in an industrial park in China. Any damage or disruption at these facilities would have a material adverse effect on our financial condition and results of operations.

      Our production, storage, administrative, research and development facilities are located in close proximity to one another in an industrial park in Baoding, Hebei Province, China. A natural disaster or other unanticipated catastrophic event, including power interruption, and war, could significantly disrupt our ability to manufacture our products and operate our business. If any of our production facilities or material equipment were to experience any significant damage or downtime, we would be unable to meet our production targets and our business would suffer.

      Our manufacturing processes generate noise, waste water, gaseous and other industrial wastes. This creates a risk of work-related accidents and places high demands on work safety measures. No major injuries have occurred at our facilities in connection with work-related accidents to date. Nonetheless, we cannot assure you that accidents involving serious or fatal injuries will not occur at our facilities. Furthermore, there is a risk of contamination and environmental damage associated with hazardous substances used in our production processes. The materialization of any of the above risks could have a material adverse effect on our financial condition and results of operations.

          Our existing controlling shareholders have significant influence over our management and their interests may not be aligned with our interests or the interests of our other shareholders.

      Yingli Power, which is 100% owned by Liansheng Miao, the chairperson of our board of directors and our chief executive officer and the vice chairperson and the chief executive officer of Tianwei Yingli,

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currently beneficially owns 92.73% of our outstanding ordinary shares (including restricted shares granted to the trustee for the benefit of certain of our directors, officers and employees) and 56.44% of our outstanding share capital on an as-converted, fully diluted basis, and will beneficially own approximately           % of our outstanding ordinary shares upon completion of this offering. The interests of this shareholder may conflict with the interests of our other shareholders. Yingli Power has significant influence over us, including on matters relating to mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may discourage, delay or prevent a change in control of us, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of us or of our assets and might reduce the price of our ADSs. These actions may be taken even if they are opposed by our other shareholders, including those who purchase ADSs in this offering.

          You will experience substantial dilution immediately upon Tianwei Baobian’s exercise of the subscription right that we granted under the joint venture contract with Tianwei Baobian.

      Under a PRC law-governed joint venture contract between us and Tianwei Baobian entered in August 2006, we granted to Tianwei Baobian a right to subscribe for ordinary shares newly issued by us in exchange for all but not part of Tianwei Baobian’s equity interest in Tianwei Yingli on the condition that Tianwei Baobian has obtained all necessary approvals from the relevant PRC government authorities for acquiring our shares after completion of this offering and listing of our ADSs on the NYSE. If Tianwei Baobian exercises the subscription right, we will be obligated to issue such number of our ordinary shares that represent the value of Tianwei Baobian’s interest in Tianwei Yingli according to a pre-agreed formula. Such number of new shares will be substantial. See “Restructuring — Joint Venture Contract — Subscription Right.” As a result, the equity interest that you hold in us in the form of ADSs will be substantially diluted.

          We may not be able to obtain adequate funding to acquire the equity interest in Tianwei Yingli held by Tianwei Baobian, and if we issue new shares to raise funds to acquire Tianwei Baobian’s equity interest, you may experience substantial dilution.

      Under the joint venture contract entered into between Tianwei Baobian and us, Tianwei Baobian may request us to make best efforts to purchase all, but not part, of its then-owned equity interest in Tianwei Yingli if Tianwei Baobian fails to exercise the right to subscribe for newly issued ordinary shares of us for any reason within 300 days after completion of our initial public offering and the listing of our ADSs on the NYSE. The price will be decided by mutual agreement between Tianwei Baobian and us based on the then fair market value of the equity interest in Tianwei Yingli held by Tianwei Baobian and in accordance with the requirements of relevant laws and regulations of the PRC. If the purchase of Tianwei Baobian’s equity interest in Tianwei Yingli is required to be paid in cash, we may not be able to obtain adequate funding in time and on terms acceptable to us, if at all, to pay for such purchase price. In addition, we may decide to issue new shares to raise the funds required to pay the purchase price to Tianwei Baobian. If we choose to do so, the equity interest you hold in us may be substantially diluted immediately upon our issuance of new shares.

          Tianwei Baobian has significant influence over Tianwei Yingli, our principal operating entity, from which we derive substantially all of our revenue and earnings, and Tianwei Baobian may influence Tianwei Yingli from taking actions that are in the best interest of us or Tianwei Yingli, which could result in a material adverse effect on our or Tianwei Yingli’s business prospects, financial condition and results of operations. In addition, Tianwei Baobian will have significant influence over us if it exercises the subscription right, and Tianwei Baobian’s interests may not be aligned with our interests or the interests of our other shareholders.

      Tianwei Baobian currently owns a 37.87% equity interest in Tianwei Yingli, our principal operating entity from which we derive substantially all of our revenue and earnings. Tianwei Baobian has significant influence over Tianwei Yingli through its board representation in Tianwei Yingli and other rights in accordance with the joint venture contract with us and the articles of association of Tianwei Yingli.

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      Tianwei Baobian is entitled to appoint three of the seven directors of Tianwei Yingli. Tianwei Baobian is also entitled to appoint a director to serve as the chairperson of the board of Tianwei Yingli. Tianwei Baobian may have different views and approaches with respect to the management and operation of Tianwei Yingli from those of us. Tianwei Baobian may disagree with us in the management and operation of Tianwei Yingli and may vote against actions that we believe are in the best interest of Tianwei Yingli or us. For example, directors appointed by Tianwei Baobian may vote against matters that require unanimous approval of all directors. Directors appointed by Tianwei Baobian may also hinder or delay adoption of relevant resolutions by not attending a board meeting, thereby preventing achievement of a quorum and forcing the meeting to be postponed for no more than seven days. See “Restructuring — Joint Venture Contract — Tianwei Yingli’s Management Structure — Board of Directors.” Due to Tianwei Baobian’s ability to exercise influence over Tianwei Yingli through its appointed directors, and through its other rights under the joint venture contract, any significant deterioration of our relationship or our disagreement with Tianwei Baobian may cause disruption to Tianwei Yingli’s business, which could in turn result in a material adverse effect on our business prospects, financial condition and results of operations.

      Tianwei Baobian may also have disagreement or dispute with us with respect to our respective rights and obligations on matters such as the exercise of Tianwei Baobian’s right to subscribe for ordinary shares newly issued by us in exchange for its equity interest in Tianwei Yingli. Except in limited circumstances, we may not be able to unilaterally terminate the joint venture contract in the event of such disagreement or dispute even if such termination would be in our best interest. See “Restructuring — Joint Venture Contract — Unilateral Termination of the Joint Venture Contract.” Any such disputes may result in costly and time-consuming litigations or other dispute resolution proceedings which may significantly divert the efforts and resources of our management and disrupt our business operations.

      In addition, Tianwei Baobian may transfer all or a part of its equity interest in Tianwei Yingli pursuant to the joint venture contract entered into between Tianwei Baobian and us. If we fail to exercise our right of first refusal in accordance with the procedures set forth in the joint venture contract and are thus deemed to have consented to any such proposed transfer by Tianwei Baobian to a third party or if Tianwei Baobian transfers its equity interest in Tianwei Yingli to its affiliates, such third party or such Tianwei Baobian’s affiliate will become a holder of Tianwei Yingli’s equity interest. The interests of such third party or such Tianwei Baobian’s affiliate may not be aligned with our interests or the interest of Tianwei Yingli. See “Restructuring — Joint Venture Contract — Transfer of Equity Interests in Tianwei Yingli — Right of First Refusal.”

      Furthermore, Tianwei Baobian may exercise the subscription right, and if it exercises the subscription right, it will become a significant shareholder of us. Once Tianwei Baobian becomes our shareholder, it will have significant influence over our and Tianwei Yingli’s business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our or Tianwei Yingli’s assets, election of directors and other significant corporate actions. If Tianwei Baobian becomes our shareholder, its interests may not be aligned with the interests of our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of us, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of us and might reduce the price of our ADSs.

      There has been negative media coverage concerning the corporate affairs of Tianwei Baobian. For example, in October 2006, there were news articles containing allegations, among others, that Tianwei Baobian had materially overstated its results of operations related to the export sales of its PV product components and its local tax rates in its published financial statements. We cannot assure you that there will not be similar or other negative media coverage related to Tianwei Baobian. Since Tianwei Baobian and we together hold all of Tianwei Yingli’s equity interests, such media coverage, whether or not accurate and whether or not specifically applicable to us, may have a material adverse effect on our reputation, business, financial condition and the price of our ADSs.

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          We have no legal right to prevent Tianwei Baobian from entering into a competing business with us and if Tianwei Baobian chooses to do so, our business, prospects, financial condition and results of operations could be adversely affected.

      Our joint venture contract with Tianwei Baobian and Tianwei Yingli’s articles of association do not impose non-competition restrictions upon Tianwei Baobian. Tianwei Baobian’s current principal business is the manufacture of large electricity transformers but Tianwei Baobian may enter into the PV business directly or through acquisitions of or strategic alliances with an entity that is engaged in PV business. For example, on December 1, 2006, Tianwei Baobian announced that it acquired a controlling interest in a manufacturer of PV products in Tibet. If Tianwei Baobian chooses to further expand into the PV business, including the manufacture of polysilicon ingots and wafers, PV cells or PV modules, it may compete with us for both supply of polysilicon and customers and we may not have any legal right to prevent Tianwei Baobian from doing so. Because of Tianwei Baobian’s familiarity with and its ability to influence Tianwei Yingli’s business, competition from Tianwei Baobian could have a material adverse effect on our business, prospects, financial condition and results of operations.

          The grant of employee share options and other share-based compensation could adversely affect our net income.

      We adopted our 2006 stock incentive plan in December 2006. Our board of directors approved in April 2007 and our shareholders approved in May 2007 the amendment No. 1 to the 2006 stock incentive plan to increase the number of ordinary shares we are authorized to issue under the 2006 stock incentive plan. Under the 2006 stock incentive plan, as amended, we may grant to our directors, employees and consultants up to 2,715,243 restricted shares and options to purchase up to 5,525,415 of our ordinary shares. As of the date of this prospectus, we have granted to four executive officers options to purchase 610,929 ordinary shares in the aggregate and an aggregate of 2,621,060 restricted shares to the trustee for the benefit of 70 directors, officers and employees. Subject to the completion of this offering, we will grant options to purchase an aggregate of 115,000 ordinary shares to three independent directors and one key employee. In accordance with the Financial Accounting Standards Board, or FASB, Statement No. 123 (Revised 2004), “Share-Based Payments,” or SFAS No. 123R, we account for compensation costs for all share options including share options granted to our directors and employees using a fair-value based method, which may have a material and adverse effect on our reported earnings. Moreover, the additional expenses associated with share-based compensation may reduce the attractiveness of such incentive plan to us. However, if we reduce the scope of our stock incentive plan, we may not be able to attract and retain key personnel, as share options are an important tool to recruit and retain qualified and desirable employees.

          Our results of operations are difficult to predict, and if we do not meet the market expectations, the price of our ADSs will likely decline.

      Our results of operations are difficult to predict and may fluctuate from time to time. It is possible that our results of operations in some reporting periods will be below market expectations. Our results of operations will be affected by a number of factors as set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview.” If our results of operations for a particular reporting period are lower than the market expectations for such reporting period, investors are likely to react negatively, and as a result, the price of our ADSs may materially decline.

          Evaluating our business and prospects may be difficult because of our limited operating history.

      There is limited historical information available about us upon which you can base your evaluation of our business and prospects. We started selling PV modules in January 2003 and have experienced a high growth rate since then. As a result, our historical results of operations may not provide a meaningful basis for evaluating our business, financial performance and prospects. We may not be able to achieve a similar growth rate in future periods and at higher volumes. Accordingly, you should not rely on our results of operations

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for any prior periods as an indication of our future performance. You should consider our business and prospects in light of the risks, expenses and challenges that we will face as an early-stage company seeking to develop and manufacture new products in a rapidly growing market.

          Our lack of patent protection inside and outside of China may undermine our competitive position and subject us to intellectual property disputes with third parties, both of which may have a material adverse effect on our business, results of operations and financial condition.

      We do not have, and have not applied for, any patents for our proprietary technologies whether inside or outside of China, but relies primarily on trade secret protections, employment agreements and third party confidentiality agreements to safeguard our intellectual property rights. Nevertheless, these measures provide only limited protection and the actions we take to protect our intellectual property rights may not be adequate. Third parties may infringe or misappropriate our proprietary technologies or our other intellectual property rights, which could have a material adverse effect on our business, financial condition or results of operations. Policing the unauthorized use of proprietary technology can be difficult and expensive. Also, litigation may be necessary to protect our trade secrets or determine the validity and scope of the proprietary rights of others. We cannot assure you that the outcome of such potential litigation will be in our favor. Such litigation may be costly and may divert management attention as well as our other resources away from our business. In addition, we have no insurance coverage against litigation costs and would have to bear all costs arising from such litigation to the extent we are unable to recover them from other parties. An adverse determination in any such litigation could result in the loss of our intellectual property rights and may harm our business, prospects and reputation.

      We have exported, and expect to continue to export, a substantial portion of our PV products outside China. Because we do not have, and have not applied for, any patents for our proprietary technologies outside of China, it is possible that others may independently develop substantially equivalent technologies or otherwise gain access to our proprietary technologies and obtain patents for such intellectual properties in other jurisdictions, including the countries to which we export our PV modules. If any third parties are successful in obtaining patents for technologies that are substantially equivalent to or the same as our proprietary technologies in any of our markets before we are and enforce their intellectual property rights against us, our ability to sell products containing the allegedly infringing intellectual property in those markets will be materially and adversely affected. If we are required to stop selling such allegedly infringing products, seek license and pay royalties for the relevant intellectual properties or redesign such products with non-infringing technologies, our business, results of operations and financial condition will be materially and adversely affected.

          We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could cause us to pay significant damage awards.

      Our success depends, in large part, on our ability to use and develop technology and know-how without infringing the intellectual property rights of third parties. The validity and scope of claims relating to PV technology patents involve complex scientific, legal and factual questions and analysis and, therefore, may be highly uncertain. The steps we take in our product development to ensure that we are not infringing the existing intellectual property rights of others, such as review of related patents and patent applications prior to our product developments, may not be adequate. While we are not currently aware of any action pending or threatened against us, we may be subject to litigation involving claims of patent infringement or violation of intellectual property rights of third parties. The defense and prosecution of intellectual property suits and related legal and administrative proceedings can be both costly and time-consuming and may significantly divert the efforts and resources of our technical and management personnel. An adverse determination in any such litigation or proceedings to which we may become a party could subject us to significant liability to third parties, require us to seek licenses from third parties, to pay ongoing royalties, or to redesign our PV modules or subject us to injunctions prohibiting the manufacture and sale of our PV modules or the use of our technologies. Protracted litigation could also cause our customers or potential customers to defer or limit their purchase or use of our PV modules until the resolution of such litigation.

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          Our business depends substantially on the continuing efforts of our executive officers and key technical personnel, and our ability to maintain a skilled labor force. Our business may be materially and adversely affected if we lose their services.

      Our future success depends substantially on the continued services of our executive officers, especially Liansheng Miao, our chief executive officer, Xiangdong Wang, our vice president, Zhiheng Zhao, our vice president, Zongwei Li, our chief financial officer, Seok Jin Lee, our chief operating officer and Guoxiao Yao, our chief technology officer. We do not maintain key man life insurance on any of our executive officers. If one or more of our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. In addition, if any of our executive officers join a competitor or forms a competing company, we may lose some of our customers. Each of our executive officers has entered into an employment agreement with us, which contains confidentiality and non-competition provisions. However, if any disputes were to arise between one of our executive officers and us, we cannot assure you of the extent to which such officer’s employment agreement could be enforced in China.

      Furthermore, recruiting and retaining capable personnel, particularly experienced engineers and technicians familiar with our PV products manufacturing processes, is vital to maintaining the quality of our PV products and to continuously improving our production methods. There is substantial competition for qualified technical personnel, and we cannot assure you that we will be able to attract or retain qualified technical personnel. If we are unable to attract and retain qualified employees, key technical personnel and our executive officers, our business may be materially and adversely affected.

      If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

      We will be subject to reporting obligations under the U.S. federal securities laws. The Securities and Exchange Commission, or the SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal control over financial reporting. In addition, an independent registered public accounting firm must attest to and report on management’s assessment of the effectiveness of the company’s internal control over financial reporting. These requirements will first apply to our annual report on Form 20-F for the fiscal year ending December 31, 2008. Our management may conclude that our internal control over our financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may be unable to attest to our management’s assessment or may issue an adverse report if it is not satisfied that our internal controls over financial reporting are operating effectively. Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future.

      Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. In connection with the audits of our consolidated financial statements for the period from January 1, 2006 through September 4, 2006 and the period from August 7, 2006 through December 31, 2006, our independent auditors identified a number of significant control deficiencies in our internal control procedures which, in the judgment of our independent auditors, adversely affect our ability to initiate, authorize, record, process and report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of our consolidated financial statements that is more than inconsequential will not be prevented or detected. Specifically, the significant control deficiencies identified by our independent auditors consist of: (i) the lack of clear procedures, timetables, segregation of duty and review in the financial reporting process, (ii) failure to regularly reconcile the balances of accounts receivable and customer prepayments as recorded in our books and records with our customers, (iii) the lack of sub-ledgers to classify sales transactions by customer, (iv) the lack of process and related controls procedures relating to the recognition of accounts payable and reduction of advance payments, (v) failure to properly record all related party transactions and periodically update the list of such transactions and (vi) failure to properly record the

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transfer of construction-in-progress to fixed assets on our financial statements. None of the significant deficiencies discovered by our auditors were, individually or in combination with one another, material weaknesses as described in Audit Standard No. 2, An Audit of Internal Control over Financial Reporting Performed in conjunction with an Audit of Financial Statements, of the Public Company Accounting Standards Board, and they were not related to any fraudulent acts. In the past, we also had certain material weaknesses, which have since been remedied other than the remaining significant deficiencies discussed above.

      In order to remedy the remaining significant deficiencies, we are undertaking several measures to further improve our internal control over financial reporting. We appointed a new chief financial officer and a new financial controller in the fourth quarter of 2006, both of whom have experience with and knowledge of U.S. GAAP. In October 2006, we hired Protiviti, an outside consulting firm, to review our internal control processes, policies and procedures in order to assist us in identifying weaknesses in our internal control over financial reporting. We plan to provide further training to our financial and accounting staff to enhance their knowledge of U.S. GAAP. We are also adopting and implementing additional policies and procedures, including an enterprise resource planning system, to strengthen our internal controls over financial reporting. We plan to remedy these significant deficiencies in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. If we fail to timely achieve and maintain the adequacy of our internal control, we may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level. Moreover, effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important to help prevent fraud. As a result, our failure to achieve and maintain effective internal control over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our ADSs. Furthermore, we anticipate that we will incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.

          Failure to manage our growth, or otherwise develop appropriate internal organizational structures, internal control environment and risk monitoring and management systems in line with our fast growth could result in a material adverse effect on our business, prospects, financial condition and results of operations.

      Our business and operations have been expanding rapidly. Significant management resources must be expended to develop and implement appropriate structures for internal organization and information flow, an effective internal control environment and risk monitoring and management systems in line with our fast growth as well as to hire and integrate qualified employees into our organization. It is challenging for us to hire, integrate and retain qualified employees in key areas of operations, such as engineers and technicians who are familiar with the PV industry. The disclosure and other ongoing obligations associated with becoming a public company will also increase the challenges to our finance and accounting team. It is possible that our existing risk monitoring and management system, which recently underwent further development as a result of our fast growth and in anticipation of this offering, could prove to be inadequate. If we fail to appropriately develop and implement structures for internal organization and information flow, an effective internal control environment and a risk monitoring and management system, we may not be able to identify unfavorable business trends, administrative oversights or other risks that could materially and adversely affect our business, prospects, financial condition and results of operations.

          Compliance with environmental regulations can be expensive, and noncompliance with these regulations may result in adverse publicity, potentially significant monetary damages and fines and supervision of our business operations.

      Any failure by us to control the use of, or to restrict adequately the discharge of, hazardous substances could subject us to potentially significant monetary damages and fines or suspensions in our business operations. Our manufacturing processes generate noise, waste water, gaseous and other industrial wastes and are required to comply with national and local regulations regarding environmental protection. We believe we

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are currently in compliance with present environmental protection requirements and has all necessary environmental permits to conduct our business as it is presently conducted. However, if more stringent regulations are adopted in the future, the costs of compliance with these new regulations could be substantial. If we fail to comply with any future environmental regulations, we may be required to pay substantial fines, suspend production or cease operations. See “PRC Government Regulations — Environmental Regulations.”

          Our articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares and ADSs.

      Our articles of association contain provisions that limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected.

          The quorum for the general meeting of our shareholders is one-third of our issued voting shares. Accordingly, shareholder resolutions may be passed without the presence of the majority of our shareholders in person or by proxy.

      The quorum required for the general meeting of our shareholders is two shareholders entitled to vote and present in person or by proxy or, if the shareholder is a corporation, by its duly authorized representative representing not less than one-third in nominal value of our total issued voting shares. Therefore, subject to obtaining the requisite approval from a majority of the shareholders so present, a shareholder resolution may be passed at our shareholder meetings without the presence of the majority of our shareholders present in person or by proxy. Such rights by the holders of the minority of our shares may discourage investors from making an investment in us, which may have a material adverse effect on the price of our ADSs.

          If a poll is not demanded at our shareholder meetings, voting will be by show of hands and shares will not be proportionately represented.

      Voting at any of our shareholder meetings is by show of hands unless a poll is demanded. A poll may be demanded by the chairperson of our board of directors or by any shareholder present in person or by proxy holding at least 10% of the total voting rights of all shareholders having the right to vote at the meeting. If a poll is demanded, each shareholder present in person or by proxy will have one vote for each ordinary share registered in his name. If a poll is not demanded, voting will be by show of hands and each shareholder present in person or by proxy will have one vote regardless of the number of shares registered in his name. In the absence of a poll, shares will therefore not be proportionately represented.

Risks Related to Doing Business in China

          Adverse changes in political and economic policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our products and materially and adversely affect our competitive position.

      Our business is based in China and some of our sales are made in China. Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and

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legal developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including:

•  the level of government involvement;

•  the level of development;

•  the growth rate;

•  the control of foreign exchange; and

•  the allocation of resources.

      While the Chinese economy has grown significantly in the past 20 years, the growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.

      The Chinese economy has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of the productive assets in China is still owned by the PRC government. The continued control of these assets and other aspects of the national economy by the PRC government could materially and adversely affect our business. The PRC government also exercises significant control over Chinese economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Efforts by the PRC government to slow the pace of growth of the Chinese economy could result in decreased capital expenditure by solar energy users, which in turn could reduce demand for our products.

      Any adverse change in the economic conditions or government policies in China could have a material adverse effect on the overall economic growth and the level of renewable energy investments and expenditures in China, which in turn could lead to a reduction in demand for our products and consequently have a material adverse effect on our businesses.

          Uncertainties with respect to the Chinese legal system could have a material adverse effect on us.

      We are incorporated in Cayman Islands and are subject to laws and regulations applicable to foreign investment in China and, in particular, laws applicable to Sino-foreign equity joint venture companies. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

          Our failure to obtain the prior approval of the China Securities Regulatory Commission of the listing and trading of our ADSs on the NYSE could significantly delay this offering or could have a material adverse effect on our business, results of operations, reputation and trading price of our ADSs, and may also create uncertainties for this offering.

      On August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission, or the CSRC, promulgated a regulation that became effective on September 8, 2006. This regulation, has, among others, some provisions that purport to require that an offshore special purpose vehicle, or SPV, formed for listing purposes and controlled directly or indirectly by PRC companies or individuals shall obtain

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the approval of the CSRC prior to the listing and trading of such SPV’s securities on an overseas stock exchange. On September 21, the CSRC published on its official website a notice specifying documents and materials required to be submitted to it by SPVs seeking CSRC approval of their overseas listings. The application of this new PRC regulation and the notice remains unclear and there currently is no consensus among the leading PRC law firms regarding the scope and applicability of the CSRC approval requirement.

      Our PRC counsel, Fangda Partners, has advised us the following, based on their understanding of the current PRC laws, regulations, rules and the procedures announced on September 21, 2006:

•  the CSRC has jurisdiction over our offering;

•  given that we completed the transfer of our controlling equity interest in Tianwei Yingli before September 8, 2006, the date on which the new regulation became effective, it is not necessary for us to submit an application to the CSRC to obtain its approval of the listing and subsequent trading of our ADSs on the NYSE; and

•  if an application for the CSRC approval is required, we have a justifiable basis to request a waiver from the CSRC, if and when such procedures are established to obtain such a waiver.

      A copy of Fangda Partners’ legal opinion regarding this new PRC regulation is being filed as an exhibit to our registration statement on Form F-1, which is available at the website of the United States Securities and Exchange Commission, or the SEC, at www.sec.gov.

      If the CSRC requires that we obtain its approval prior to the completion of this offering, this offering will be delayed until such approval is obtained, which may take several months. In addition, we may face regulatory or other sanctions from the CSRC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds from this offering into the PRC or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs. The CSRC or other PRC regulatory authorities may also take actions requiring or encouraging us to halt this offering before settlement and delivery of the ADSs being offered in this offering. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery the ADSs being offered in this offering, you would be doing so at the risk that settlement and delivery may not occur.

      If the CSRC requires that we obtain its approval subsequent to the offering, we may not be in a position to obtain such approval or a waiver from such requirement. Any uncertainties or negative publicity regarding the CSRC approval requirements could have a material adverse effect on the price of our ADSs.

          Recent PRC regulations relating to overseas investment by PRC residents may restrict our overseas and cross-border investment activities and adversely affect the implementation of our strategy as well as our business and prospects.

      In 2005, the SAFE issued a number of rules regarding offshore investments by PRC residents. The rule currently in effect, the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-Raising and Return Investment Activities of Domestic Residents Conducted Via Offshore Special Purpose Companies, known as SAFE Notice 75, was issued in October 2005. It requires PRC residents to register with and/or receive approvals from the SAFE in connection with certain offshore investment activities. Since we are a Cayman Islands company that is controlled by Yingli Power Holding Company Ltd., whose controlling shareholder is Mr. Liansheng Miao, our chairperson and chief executive officer and a PRC resident, Mr. Miao is subject to the registration requirements imposed by SAFE Notice 75.

      Mr. Miao made the requisite SAFE registration with respect to his investment in Yingli Power Holding Company Ltd. and us in August 2006. Within 30 days of this offering, Mr. Miao will be required to submit an application for additional amendment to his SAFE registration in connection with this offering and he has advised us that he intends to submit this application. We have requested our other beneficial owners who are PRC residents to make the necessary applications and filings as required under the SAFE Notice 75 and its

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implementing rules. However, we cannot assure you that all of our beneficial owners who are PRC residents will comply with our request to apply for or obtain any registrations or approvals required under these or other regulations or legislation.

      If Mr. Miao or any of our other beneficial owners who are PRC residents fails to comply with the registration procedures set forth in SAFE Notice 75, Mr. Miao or such beneficial owner who is a PRC resident could be subject to fines and legal penalties and Tianwei Yingli could face restrictions on its foreign currency exchange activities, including the payment of dividends and other distributions to its equity interest holders and Tianwei Yingli’s ability to receive capital from us. Any of these events could materially and adversely affect our results of operations, acquisition opportunities, financing alternatives and our ability to pay dividends to our shareholders.

      See “PRC Government Regulations — Regulation of Foreign Exchange in Certain Onshore and Offshore Transactions.”

          A newly enacted PRC tax law could increase the enterprise income tax rate applicable to our principal subsidiary in China, which could have a material adverse effect on our results of operations.

      Tianwei Yingli, which is registered and operates in a “national high-tech zone” in Baoding, China, qualifies as a “high and new technology enterprise” and as a result, has been entitled to a preferential income tax rate of 15.0% through 2007. In accordance with Income Tax Law of China for Enterprises with Foreign Investment and Foreign Enterprises, or the FIE Income Tax Law, and the related implementing rules, as a foreign invested enterprise primarily engaged in manufacturing, Tianwei Yingli is entitled to a two-year exemption from the 15.0% enterprise income tax for its first two profitable years following its conversion into a Sino-foreign equity joint venture company, which are currently expected to be 2007 and 2008 for purposes of relevant PRC tax regulations. Tianwei Yingli will thereafter be entitled to a preferential enterprise income tax rate of 7.5% for the succeeding three years, or until 2011. Yingli Green Energy would also be exempted from the withholding tax on dividends it receives from Tianwei Yingli.

      On March 16, 2007, the PRC Enterprise Income Tax Law was enacted, and will become effective on January 1, 2008 when the FIE Income Tax Law and the Enterprise Income Tax Provisional Regulations of the PRC are scheduled to expire. The PRC Enterprise Income Tax Law adopts a uniform tax rate of 25% for all enterprises (including foreign-invested enterprises) and revokes the current tax exemption, reduction and preferential treatments which are applicable only to foreign-invested enterprises. However, any enterprises established before the promulgation of the PRC Enterprise Income Tax Law that are entitled to preferential tax treatments for a fixed period will continue to be entitled to such preferential tax treatments until the expiration of such period. If the fixed period has not commenced because of tax losses, it shall be deemed to commence in 2008.

      Under the PRC Enterprise Income Tax Law, “high and new technology enterprises strongly supported by the State” would be entitled to a preferential tax rate of 15%, but the PRC Enterprise Income Tax Law does not define “high and new technology enterprises strongly supported by the State.” Unlike the FIE Income Tax Law, the PRC Enterprise Income Tax Law provides that an income tax rate of 20% will normally be applicable to dividends payable to foreign investors and does not specifically exempt withholding tax on dividend payable to foreign investors. Although the PRC Enterprise Income Tax Law provides for the possibility of withholding tax exemption or reduction for China source income, the details have not been published.

      Under the PRC Enterprise Income Tax Law, enterprises established under the laws of foreign countries or regions whose “de facto management bodies” are located within the PRC territory are considered resident enterprises and will normally be subject to the enterprise income tax at the rate of 25% on its global income, but the PRC Enterprise Income Tax Law does not define the term “de facto management bodies.” Substantially all of our management is currently located in the PRC, and if they remain located in the PRC after the effective date of the PRC Enterprise Income Tax Law, Yingli Green Energy may be considered a resident enterprise and therefore be subject to the enterprise income tax at the rate of 25% on its global income.

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      Under the PRC Enterprise Income Tax Law, Tianwei Yingli will continue to be entitled to the two-year exemption and three-year half reduction preferential treatment with respect to enterprise income tax for the period from 2007 to 2011 or, if it fails to record profits in 2007, it will continue to be entitled to such exemption and preferential treatment for the period from 2008 to 2012. However, because the PRC State Council has not promulgated the detailed rules for the PRC Enterprise Income Tax Law, we cannot assure you that Tianwei Yingli will be able to qualify as a “high and new technology enterprises strongly supported by the State” and thus be entitled to a preferential income tax rate of 15%, or that Yingli Green Energy will not be considered a “resident enterprise” under the PRC Enterprise Income Tax Law, and we also cannot assure you that the withholding tax on our dividends from Tianwei Yingli will be exempted or reduced. If Tianwei Yingli fails to qualify as a “high and new technology enterprises strongly supported by the State” and therefore is not entitled to a preferential tax rate of 15%, or Yingli Green Energy is considered a “resident enterprise” under the PRC Enterprise Income Tax Law and is therefore subject to the PRC enterprise income tax at the rate of 25% on its global income, or the withholding tax on our dividends from Tianwei Yingli are not exempted or reduced, our results of operations and financial condition would be materially and adversely affected.

          We rely principally on dividends and other distributions on equity paid by our principal operating subsidiary, Tianwei Yingli, and limitations on Tianwei Yingli’s ability to pay dividends to us could have a material adverse effect on our business and results of operations.

      We are a holding company, and we rely principally on dividends and other distributions on equity paid by our principal operating subsidiary, Tianwei Yingli, for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, service any debt we may incur and pay our operating expenses. If Tianwei Yingli incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

      As an entity established in China, Tianwei Yingli is subject to certain limitations with respect to dividend payments. PRC regulations currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China. Following its conversion into a Sino-foreign equity joint venture, Tianwei Yingli is also required to set aside each year a percentage, as decided by its board of directors, of its after-tax profits based on PRC accounting standards to its reserve fund, enterprise development fund and employee bonus and welfare fund. As of December 31, 2006, such restricted reserves of Tianwei Yingli amounted to RMB 14.4 million (US$1.8 million) and our accumulated profits that were unrestricted and were available for distribution amounted to RMB 283.6 million (US$36.3 million). Tianwei Yingli’s restricted reserves are not distributable as cash dividends. In addition, if Tianwei Yingli incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Limitations on the ability of Tianwei Yingli to pay dividends to us could adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends, or otherwise fund and conduct our business. Accordingly, if for any of the above or other reasons, we do not receive dividends from Tianwei Yingli, our liquidity, financial condition and ability to make dividend distributions to our shareholders will be materially and adversely affected.

          Fluctuation in the value of the Renminbi may have a material adverse effect on your investment.

      The change in the value of the Renminbi against the U.S. dollar, Euro and other currencies is affected by, among other things, changes in China’s political and economic conditions. On July 21, 2005, in a reversal of a long-standing policy, the PRC government announced that Renminbi would be permitted to fluctuate within a narrow and managed band against a basket of specified foreign currencies. Since this announcement, the Renminbi has appreciated against the U.S. dollar by approximately 5.7% as of December 31, 2006. While international reactions to the Renminbi revaluation have generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible foreign currency policy, which could result in further and more significant appreciation of the Renminbi against the U.S. dollar. In addition, as we rely entirely on dividends paid to us by Tianwei Yingli, any significant foreign currency exchange rate fluctuations of the Renminbi may have a material adverse effect on our reported revenues and financial

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condition as well as the value of, and any dividends payable on, our ADSs in foreign currency. In addition, to the extent that Tianwei Yingli needs to convert U.S. dollars it receives from this offering in the form of capital contribution or shareholder loan from us into Renminbi for its operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount it receives from the conversion. Conversely, if Tianwei Yingli decides to convert Renminbi into U.S. dollars for the purpose of making dividend payments on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount it distributes to us.

          Restrictions on currency exchange may limit our ability to receive dividends from Tianwei Yingli and Tianwei Yingli’s ability to obtain overseas financing.

      Tianwei Yingli may convert a portion of Renminbi held by it into foreign currencies to meet its foreign currency obligations, including, among others, payments of dividends declared, if any, in respect of our ordinary shares. Under China’s existing foreign exchange regulations, Tianwei Yingli is able to pay dividends in foreign currencies without prior approval from the State Administration of Foreign Exchange, or the SAFE, by complying with certain procedural requirements. However, we cannot assure you that the PRC government will not take measures in the future to restrict access to foreign currencies for current account transactions, including payment of dividends.

      Foreign exchange transactions by Tianwei Yingli continue to be subject to significant foreign exchange controls and require the approval of PRC governmental authorities, including the SAFE. In particular, if Tianwei Yingli borrows foreign currency-denominated loans from us or other foreign lenders, these loans must be registered with the local offices of the SAFE. These limitations could affect Tianwei Yingli’s ability to obtain additional equity or debt funding that are denominated in foreign currencies.

          PRC regulation of direct investment and loans by offshore holding companies to PRC entities may delay or limit us from using the proceeds of this offering to make additional capital contributions or loans to Tianwei Yingli.

      Any capital contributions or loans that we, as an offshore entity, make to Tianwei Yingli, including from the proceeds of this offering, are subject to PRC regulations. For example, any of our loans to Tianwei Yingli cannot exceed the difference between the total amount of investment Tianwei Yingli is approved to make under relevant PRC laws and the registered capital of Tianwei Yingli, and must be registered with the local branch of the SAFE as a procedural matter. In addition, our capital contributions to Tianwei Yingli must be approved by the PRC Ministry of Commerce or its local counterpart. We cannot assure you that we will be able to obtain these approvals on a timely basis, or at all. If we fail to obtain such approvals, our ability to make equity contributions or provide loans to Tianwei Yingli or to fund its operations may be negatively affected, which could adversely affect Tianwei Yingli’s liquidity and its ability to fund its working capital and expansion projects and meet its obligations and commitments.

      Our capital contributions and, in limited circumstances, loans, to Tianwei Yingli are also subject to approvals by Tianwei Baobian, the holder of the minority equity interest in Tianwei Yingli. See “Restructuring — Joint Venture Contract — Increase or Reduction of Tianwei Yingli’s Registered Capital.”

          We face risks related to health epidemics and other outbreaks.

      Our business could be adversely affected by the effects of avian flu, Severe Acute Respiratory Syndrome, or SARS, or another epidemic or outbreak in China or elsewhere in the world. China reported a number of cases of SARS in April 2003. Since 2004, there have been reports on the occurrences of avian flu in various parts of China, including several confirmed human cases. Any prolonged recurrence of avian flu, SARS or other adverse public health developments in China or other key markets of us may have a material adverse effect on our business operations. These could affect our ability to travel or export our products outside of China or import raw materials, as well as temporary closure of our manufacturing facilities. Such closures or travel or shipment restrictions would severely disrupt our business and operations and adversely affect our

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results of operations. We have not adopted any written preventive measures or contingency plans to combat any future outbreak of avian flu, SARS or any other epidemic.

Risks Related to Our ADSs and This Offering

          There has been no public market for our ordinary shares or ADSs prior to this offering, and you may not be able to resell our ADSs at or above the price you paid, or at all.

      Prior to this initial public offering, there has been no public market for our ordinary shares or ADSs. We have made an application to list our ADSs on the NYSE. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. If an active trading market for our ADSs does not develop after this offering, the market price and liquidity of our ADSs will be materially and adversely affected.

      The initial public offering price for our ADSs will be determined by negotiations between us and the underwriters and may bear no relationship to the market price for our ADSs after this initial public offering. We cannot assure you that an active trading market for our ADSs will develop or that the market price of our ADSs will not decline below the initial public offering price.

          The market price for our ADSs may be volatile.

      The market price for our ADSs is likely to be highly volatile and subject to wide fluctuations in response to factors including the following:

•  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 results of operations;

•  changes in financial projections or estimates about our financial or operational performance by securities research analysts;

•  changes in the economic performance or market valuations of other PV technology companies;

•  addition or departure of our executive officers and key research personnel;

•  release or expiry of lock-up or other transfer restrictions on our outstanding ordinary shares or ADSs; and

•  sales or perceived sales of additional ordinary shares or ADSs.

      In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also have a material adverse effect on the market price of our ADSs.

          Because the initial public offering price is substantially higher than our net tangible book value per share, you will incur immediate and substantial dilution.

      If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by our existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$                     per ADS (assuming no exercise by the underwriters of their option to purchase additional ADSs), representing the difference between our net tangible book value per ADS as of December 31, 2006, after giving effect to this offering and the midpoint initial public offering price range of US$                     per ADS. In addition, you may experience further dilution to the extent that our ordinary shares are issued upon the exercise of share options.

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          Substantial future sales or perceived sales of our ADSs in the public market could cause the price of our ADSs to decline.

      Sales of our ADSs in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline. Upon completion of this offering, we will have                      ordinary shares outstanding, including                      ordinary shares represented by                      ADSs. All ADSs sold in this offering will be freely transferable without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act. The remaining ordinary shares outstanding after this offering will be available for sale, upon the expiration of the 180-day lock-up period beginning from the date of this prospectus, subject to volume and other restrictions as applicable under Rule 144 under the Securities Act. Any or all of these shares (other than those held by certain option holders) may be released prior to expiration of the lock-up period at the discretion of the joint lead underwriters. To the extent shares are released before the expiration of the lock-up period and these shares are sold into the market, the market price of our ADSs could decline.

          Holders of ADSs have fewer rights than shareholders and must act through the depositary to exercise those rights.

      Holders of ADSs do not have the same rights of our shareholders and may only exercise the voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. As a holder of ADSs, you will not be treated as one of our shareholders and you will not have shareholder rights. Instead, the depositary will be treated as the holder of the shares underlying your ADSs. However, you may exercise some of the shareholders’ rights through the depositary, and you will have the right to withdraw the shares underlying your ADSs from the deposit facility as described in “Description of American Depositary Shares — Deposit and Withdrawal” and “Description of American Depositary Shares — Your Right to Receive the Shares Underlying Your ADRs.”

      Under our new articles of association, the minimum notice period required to convene a general meeting will be seven days. When a general meeting is convened, you may not receive sufficient notice of a shareholders’ meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific matter. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We plan to make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ADSs. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ADSs are not voted as you requested. In addition, in your capacity as an ADS holder, you will not be able to call a shareholder meeting.

          The depositary for our ADSs will give us a discretionary proxy to vote our ordinary shares underlying your ADSs if you do not vote at shareholders’ meetings, except in limited circumstances, which could adversely affect your interests.

      Under the deposit agreement for the ADSs, the depositary will give us a discretionary proxy to vote our ordinary shares underlying your ADSs at shareholders’ meetings if you do not vote, unless:

•  we have failed to provide the depositary with the notice of meeting and related voting materials at least 30 days prior to the date of such shareholders’ meeting;

•  we have instructed the depositary that we do not wish a discretionary proxy to be given;

•  we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;

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•  a matter to be voted on at the meeting would have a material adverse effect on shareholders; or

•  voting at the meeting is made on a show of hands.

      The effect of this discretionary proxy is that you cannot prevent our ordinary shares underlying your ADSs from being voted, absent the situations described above, and it may make it more difficult for shareholders to influence our management. Holders of our ordinary shares are not subject to this discretionary proxy.

          You may not receive distributions on our ordinary shares or any value for them if it is illegal or impractical to make them available to you.

      The depositary of our ADSs has agreed to pay you the cash dividends or other distributions it or the custodian for our ADSs receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent. However, the depositary is not responsible if it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed pursuant to an applicable exemption from registration. The depositary is not responsible for making a distribution available to any holders of ADSs if any government approval or registration required for such distribution cannot be obtained after reasonable efforts are made by the depositary. We have no obligation to take any other action to permit the distribution of our ADSs, ordinary shares, rights or anything else to holders of our ADSs. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you. These restrictions may have a material and adverse effect on the value of your ADSs.

          You may be subject to limitations on transfers of your ADSs.

      Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

          As a holder of our ADSs, your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings and you may not receive cash dividends if it is impractical to make them available to you.

      We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to you in the United States unless we register the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Also, under the deposit agreement, the depositary bank will not make rights available to you unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act, or exempted from registration under the Securities Act with respect to all holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, as a holder of our ADSs, you may be unable to participate in our rights offerings and may experience dilution in your holdings.

      In addition, the depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is

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not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property and you will not receive such distribution.

          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, you may have less protection for your shareholder rights than you would under U.S. law.

      Our corporate affairs are governed by our memorandum and articles of association, the Cayman Islands Companies Law and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as that from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

      As a result of all of the above, shareholders of a Cayman Islands company may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a company incorporated in a jurisdiction in the United States. For example, contrary to the general practice in most corporations incorporated in the United States, Cayman Islands law does not require that shareholders approve sales of all or substantially all of a company’s assets. The limitations described above will also apply to the depositary who is treated as the holder of the shares underlying your ADSs.

          You may have difficulty enforcing judgments obtained against us.

      We are a Cayman Islands company and substantially all of our assets are located outside of the United States. Substantially all of our current operations are conducted in the PRC. In addition, most of our directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, most of whom are not residents in the United States and the substantial majority of whose assets are located outside of the United States. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. In addition, it is uncertain whether such Cayman Islands or PRC courts would be competent to hear original actions brought in the Cayman Islands or the PRC against us or such persons predicated upon the securities laws of the United States or any state. See “Enforceability of Civil Liabilities.”

          We have not determined any specific use for a portion of the net proceeds to us from this offering to be used by Tianwei Yingli and we may cause Tianwei Yingli to use such portion of the net proceeds in ways with which you may not agree.

      We have not allocated a portion of the net proceeds to us from this offering to be used by Tianwei Yingli to any specific purpose. Rather, our management will have considerable discretion in the application of such portion of the net proceeds received by us. See “Use of Proceeds.” You will not have the opportunity, as part of your investment decision, to assess whether such proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the proceeds we receive from this

37

offering. Such proceeds may be used for corporate purposes that do not improve our profitability or increase our share price and may also be placed in investments that do not produce income or that may lose value.

          We will incur increased costs as a result of being a public company.

      As a public company, we will incur a significantly higher level of legal, accounting and other expenses than we did as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the SEC and the NYSE, requires changes in corporate governance practices of public companies. We expect these new rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus contains forward-looking statements that relate to our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” all of which are difficult to predict and many of which are beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

      In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, among other things, statements relating to:

•  our expectations regarding the worldwide demand for electricity and the market for solar energy;

•  our beliefs regarding the effects of environmental regulation, lack of infrastructure reliability and long-term fossil fuel supply constraints;

•  our beliefs regarding the inability of traditional fossil fuel-based generation technologies to meet the demand for electricity;

•  our beliefs regarding the importance of environmentally friendly power generation;

•  our expectations regarding governmental support for the deployment of solar energy;

•  our beliefs regarding the acceleration of adoption of solar technologies;

•  our expectations regarding advancements in our technologies and cost savings from such advancements;

•  our beliefs regarding the competitiveness of our PV products;

•  our beliefs regarding the advantages of our business model;

•  our expectations regarding the scaling of our manufacturing capacity;

•  our expectations regarding entering into or maintaining joint venture enterprises and other strategic investments;

•  our expectations regarding increased revenue growth and our ability to achieve profitability resulting from increases in our production volumes;

•  our expectations regarding our ability to secure raw materials in the future;

•  our expectations regarding the price trends of PV modules and polysilicon;

•  our beliefs regarding our ability to successfully implement our strategies;

•  our beliefs regarding our abilities to secure sufficient funds to meet our cash needs for our operations and capacity expansion.

•  our future business development, results of operations and financial condition; and

•  competition from other manufacturers of PV products, other renewable energy systems and conventional energy suppliers.

      This prospectus also contains data related to the PV market worldwide and in China. These market data, including market data from Solarbuzz, a solar energy research and consulting firm, and PV Status Report by

39

the European Commission, include projections that are based on a number of assumptions. The PV market may not grow at the rates projected by the market data, or at all. The failure of the PV market to grow at the projected rates may have a material adverse effect on our business and the market price of our ADSs. In addition, the rapidly changing nature of the PV market subjects any projections or estimates relating to the growth prospects or future condition of our market to significant uncertainties. If any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

      The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

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USE OF PROCEEDS

      We estimate that we will receive net proceeds from this offering of approximately US$                million, after deducting underwriting discount and estimated offering expenses payable by us, and assuming an initial public offering price of US$                per ADS, the midpoint of the estimated range of the initial public offering price. If the underwriters exercise in full their option to purchase additional ADSs, we will receive approximately US$                million. A US$1.00 increase (decrease) in the assumed initial public offering price of US$                per ADS would increase (decrease) the net proceeds to us from this offering by US$                million, after deducting the underwriting discount and estimated aggregate offering expenses payable by us and assuming no exercise of the underwriters’ option to purchase additional ADSs and no other change to the number of ADSs offered by us as set forth on the cover page of this prospectus.

      We intend to use the net proceeds we receive from this offering for the following purposes:

•  US$38 million to redeem all of the outstanding mandatory redeemable bonds issued by us on November 13, 2006 to Yingli Power, our controlling shareholder, and

•  approximately US$                     million to make an equity contribution to Tianwei Yingli, which would, subject to obtaining relevant PRC regulatory approvals and registrations, increase our equity interest in Tianwei Yingli from 70.11% (following our completion of relevant PRC registration procedures for the injection into Tianwei Yingli of the proceeds from the Series B and other financings) to approximately                      % immediately following such equity contribution, assuming (i)           total outstanding number of our ordinary shares immediately after this offering and (ii) an initial public offering price of US$          per ADS, the midpoint of the estimated range of the public offering price.

      We intend to procure Tianwei Yingli to use the proceeds from our equity contribution in the amount of US$                     million for the following purposes:

•  approximately US$                     million to fund a majority of the planned expansion of Tianwei Yingli’s manufacturing capacity for the production of polysilicon ingots and wafers, PV cells and PV modules each to reach 400 megawatts by the end of 2008. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital Expenditures” for more details;

•  approximately US$                     million to purchase, or prepay for, raw materials; and

•  the remaining amount for other general corporate purposes, such as potential strategic acquisitions of, or investments in, businesses, products and technologies that we believe will complement our current operations and strategies, although we are not currently in discussion with any parties regarding any such transaction.

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      The following table sets forth a summary of the outstanding mandatory redeemable bonds issued by us on November 13, 2006, to Yingli Power, our controlling shareholder, all of which (including any accrued interest) we intend to repay using part of the proceeds we will receive from this offering:

			Principal
Date of issuance	Maturity date		amount		Interest rate	Use of proceeds(1)
November 13, 2006		November 16, 2008	US$	38,000,000	Floating rate, based on the British Bankers Association Interest Settlement Rate for deposits in U.S. dollars	• Up to US$79,000,000, to make additional equity contribution to Tianwei Yingli and increase our equity interest in Tianwei Yingli
						• Up to US$4,500,000 for interest payments under the mandatory redeemable bonds and the mandatory convertible bonds; and
						• The remaining balance for general corporate purposes

Note:

(1)  Determined on an aggregated basis with the mandatory convertible bonds in the principal amount of US$47,000,000.

     We have not yet finalized all of our anticipated expenditures and therefore cannot provide definitive estimates of the exact amounts to be used for each of the purposes discussed above. The amounts and timing of any expenditure will vary depending on the amount of cash generated by our operations, competitive and technological developments and the rate of growth, if any, of our business. Accordingly, our management will have significant discretion in the allocation of the net proceeds we will receive for this offering. Depending on future events and other changes in the business climate, we may determine at a later time to use the net proceeds for different purposes.

      Pending the use of our net proceeds, we intend to place the net proceeds in short-term bank deposits.

      Since we are an offshore holding company, we will need to make capital contributions or loans to Tianwei Yingli such that the net proceeds of the offering can be used in the manner described above. Such capital contributions and loans are subject to a number of limitations and approval processes under PRC laws and regulations, and, in limited circumstances, consent of Tianwei Baobian, holder of the minority equity interest in Tianwei Yingli. Tianwei Baobian has consented to the use of proceeds described above. We cannot assure you that we can obtain the approvals from the relevant governmental authorities, or complete the registration and filing procedures required to use our net proceeds as described above, in each case on a timely basis, or at all. See “Risk Factors — Risks Related to Doing Business in China — PRC regulation of direct investment and loans by offshore holding companies to PRC entities may delay or limit us from using the proceeds of this offering to make additional capital contributions or loans to Tianwei Yingli.”

      We will not receive any of the proceeds from the sale of ADSs by the selling shareholders. Other than as set forth above, we will not pay to any of our affiliates any of the proceeds received by us from the issuance and sale of ADSs.

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CAPITALIZATION

      The following table sets forth our preferred shares and capitalization as of December 31, 2006:

•  on an actual basis;

•  on a pro forma basis to give effect to (i) the automatic conversion of all of our outstanding preferred shares as of December 31, 2006 upon completion of this offering and (ii) the automatic conversion of all of our outstanding mandatory convertible bonds into our ordinary shares upon completion of this offering; and

•  on a pro forma, as adjusted basis to give effect to (i) the events listed in the preceding paragraph, (ii) the automatic redemption of all of our outstanding mandatory redeemable bonds upon completion of this offering, (iii) the exercise of all 5,547,210 warrants (consisting of (A) a warrant issued to China Sunshine Investment Co., Ltd. in December 2006 to purchase 2,068,252 of our ordinary shares at an exercise price of US$4.835, which warrant was fully exercised in February 2007, (B) a warrant granted to an affiliate of the Series A preferred shareholder to purchase 678,811 ordinary shares at an exercise price of US$2.10 per share and (C) warrants granted to 11 Series B preferred shareholders to purchase 2,800,147 ordinary shares in the aggregate at an exercise price of US$0.01 per share), (iv) the automatic conversion of 930,714 Series B preferred shares issued in January 2007 that are convertible into 930,714 of our ordinary shares upon completion of this offering and (v) the issuance and sale of                ordinary shares in the form of ADSs by us in this offering, assuming an initial public offering price of US$                per ADS, the midpoint of the estimated range of the initial public offering price, after deducting underwriting discount and estimated aggregate offering expenses payable by us and assuming no exercise of the underwriters’ option to purchase additional ADSs. We believe all the outstanding warrants (including the warrants issued to the Series B preferred shareholders which are subject to cancellation as discussed in “Related Party Transactions — Private Equity Investments and Other Financings — Series B Preferred Shares and Related Warrants”) are likely to be exercised upon or prior to the completion of this offering in view of the specified exercise periods in their respective governing instruments and the expected market price of our ordinary shares.

      The pro forma and pro forma, as adjusted information below is illustrative only and our capitalization following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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				As of December 31, 2006
												Pro forma, as
				Actual				Pro forma(1)				adjusted(1)
				RMB		US$		RMB		US$		RMB	US$
				(in thousands)
Short-term borrowings:
	Short-term borrowings				267,286		34,250		267,286		34,250
	Borrowings from related parties				31,849		4,081		31,849		4,081
		Total short-term borrowings			299,135		38,331		299,135		38,331
Long-term borrowings:
	Mandatory redeemable bonds payable to Yingli Power				293,110		37,558		293,110		37,558
	Mandatory convertible bonds payable to Yingli Power				362,530		46,454		—		—
		Total Long-term borrowings			655,640		84,012		293,110		37,558
Series A redeemable convertible preferred shares, US$0.01 par value, 8,081,081 shares authorized, issued and outstanding as of December 31, 2006 (redemption value of US$23,133,600), nil shares issued and outstanding pro forma and pro forma, as adjusted;					134,501		17,235		—		—
Series B redeemable convertible preferred shares, US$0.01 par value, 24,405,377 shares authorized and 23,474,663 shares issued and outstanding as of December 31, 2006 (redemption value of US$154,360,000), nil shares issued and outstanding pro forma and pro forma, as adjusted;					882,836		113,125		—		—
Shareholders’ equity:
	Ordinary shares, US$0.01 par value, 967,513,542 shares authorized and 59,800,000 shares issued and outstanding(1), 96,814,512 and       shares issued and outstanding pro forma and pro forma, as adjusted, respectively				4,745		608		7,635		978
	Additional paid-in capital(2)				35,342		4,528		1,412,319		180,972
	Accumulated other comprehensive income				5,395		691		5,395		691
	Retained earnings(3)				23,048		2,954		23,048		2,954
		Total shareholders’ equity(2)			68,530		8,781		1,448,397		185,595
			Total capitalization(2)(4)		1,741,507		223,153		1,741,507		223,153

(1)	Excludes 610,929 ordinary shares issuable upon the exercise of options outstanding and 67,882 ordinary shares reserved for future issuance under our 2006 stock incentive plan as of December 31, 2006.
(2)	A US$1.00 increase (decrease) in the assumed initial public offering price of US$             per ADS would increase (decrease) each of additional paid-in capital, total shareholders’ equity and total capitalization by US$             million.
(3)	Includes a restricted reserve of RMB 14.4 million (US$1.8 million), which may not be distributed as cash dividends under PRC regulations.
(4)	Total capitalization consists of long-term borrowings, Series A redeemable convertible preferred shares, Series B redeemable convertible preferred shares, and shareholders’ equity.

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DILUTION

      If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

      Our net tangible book value as of December 31, 2006 was approximately RMB1,237.5 million (US$158.6 million) or RMB 12.40 (US$1.60) per ordinary share and RMB 12.40 (US$1.60) per ADS. Net tangible book value represents our total consolidated assets, minus the amount of our total consolidated intangibles, liabilities (adjusted for the automatic conversion of the mandatory convertible bonds payable to Yingli Power) and minority interest. Our net tangible book value per share as of December 31, 2006 is calculated as our net tangible book value as of December 31, 2006, without taking into account any other changes in such net tangible book value after December 31, 2006, divided by the number of ordinary shares outstanding at December 31, 2006, adjusted for (1) the automatic conversion of all of our outstanding preferred shares and mandatory convertible bonds into 37,014,512 ordinary shares upon the completion of this offering and (2) the exercise of all outstanding warrants to purchase our ordinary shares, which are exercisable upon or prior to the completion of this offering.

      Without taking into account any other changes in such net tangible book value after December 31, 2006 except for (1) the automatic conversion of all of our outstanding preferred shares and mandatory convertible bonds into            ordinary shares upon completion of this offering; (2) the exercise of all outstanding warrants to purchase our ordinary shares, which are exercisable upon or prior to completion of this offering; and (3) the issuance and sale of                 ordinary shares in the form of ADSs offered by us in this offering, at the assumed initial public offering price of US$                per ADS, the midpoint of the estimated range of the initial public offering price, and after deduction of underwriting discount and estimated aggregate offering expenses of this offering payable by us, our pro forma net tangible book value as of December 31, 2006 would have increased to US$                million or US$                per ordinary share and US$          per ADS. This represents an immediate increase in net tangible book value of US$                per ordinary share to the existing shareholder and an immediate dilution in net tangible book value of US$                per ordinary share and US$          per ADS to investors purchasing ADSs in this offering.

      The following table illustrates such per share dilution:

Estimated initial public offering price per ordinary share	US$
Net tangible book value per ordinary share as of December 31, 2006	US$
Amount of dilution in net tangible book value per ordinary share to new investors in this offering	US$
Amount of dilution in net tangible book value per ADS to new investors in this offering	US$

      A US$1.00 increase (decrease) in the assumed initial public offering price of US$                per ADS would increase (decrease) our pro forma net tangible book value after giving effect to the offering of by US$                per ordinary share and US$                per ADS and the dilution in pro forma net tangible book value per ordinary share and per ADS to new investors in the offering by US$                per ordinary share and US$                per ADS, assuming no change in the number of ADSs offered by us as set forth on the cover page of this prospectus and without deducting underwriting discount and other offering expenses.

      The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

      The following table summarizes, on a pro forma basis as of December 31, 2006, the differences between existing shareholders, including the holders of all of our outstanding preferred shares and mandatory convertible bonds, both of which are automatically convertible into ordinary shares upon the completion of this offering, and the holders of all outstanding warrants to purchase our ordinary shares, which are exercisable upon or prior to the completion of this offering, and the new investors with respect to the number

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of ordinary shares in the form of ADSs purchased from us, the total consideration paid and the average price per ordinary share and per ADS. In the case of the ordinary shares purchased by the new investors, the total consideration paid and amounts per share paid are before deducting underwriting discount and estimated aggregate offering expenses, assuming an initial public offering price of US$                per ADS, the midpoint of the estimated range of the initial public offering price. The total number of ordinary shares does not include ordinary shares underlying the ADSs issuable upon the exercise of the underwriters’ option to purchase additional ADSs. The information in the following table is illustrative only and the total consideration paid and the average price per ordinary share is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

		Ordinary shares							Average
		purchased				Total consideration			price per	Average
									ordinary	price per
		Number		Percent		Amount	Percent		share	ADS
Existing shareholders			(1)		%	US$		%	US$	US$
New investors
	Total				%	US$		%

(1)  Assumes automatic conversion of all of our outstanding preferred shares and mandatory convertible bonds into ordinary shares and the exercise of all outstanding warrants to purchase ordinary shares as of December 31, 2006.

     The discussion and table above also assumes no exercise of any outstanding options under the 2006 stock incentive plan. As of the date of this prospectus, we granted 610,929 options and 2,621,060 restricted shares and subject to the completion of this offering, will grant another 115,000 options under the 2006 stock incentive plan.

      A US$1.00 increase (decrease) in the assumed initial public offering price of US$                per ADS would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders and the average price per ADS paid by all shareholders by US$                million, US$                million and US$               , respectively, assuming no change in the number of ADSs sold by us as set forth on the cover page of this prospectus and without deducting underwriting discount and other offering expenses.

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DIVIDEND POLICY

      Since its incorporation, Yingli Green Energy has never declared or paid any dividends, nor does it have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. Yingli Green Energy currently intends to transfer most, if not all, of its available funds to Tianwei Yingli for the operation and expansion of Tianwei Yingli’s business.

      As a holding company, Yingli Green Energy relies on dividends paid to it by Tianwei Yingli, a Sino-foreign equity joint venture company established in the PRC, for its cash requirements, including the funds necessary to pay dividends to Yingli Green Energy’s shareholders, and to service any debt it may incur and pay its operating expenses. In China, the payment of dividends is subject to limitations. Under PRC laws and regulations and under the joint venture contract with Tianwei Baobian, the maximum amount of dividend payable to Tianwei Yingli’s equity interest holders is calculated based on its retained earnings as set forth in Tianwei Yingli’s statutory financial statements, which are prepared under accounting principles generally accepted in the PRC, and prior to the payment of dividends, Tianwei Yingli is required to pay income taxes according to PRC laws and make allocations of retained earnings to the reserve fund, enterprise development fund and employee bonus and welfare fund each at a percentage decided by the board each fiscal year.

      Any dividends paid by Tianwei Yingli are required to be distributed to Tianwei Baobian and Yingli Green Energy in proportion to their respective equity interest in Tianwei Yingli. Tianwei Yingli may not distribute any profit to its equity interest holders until any losses incurred in previous fiscal years are fully recovered. As a result of these PRC laws and regulations, Tianwei Yingli is restricted in its ability to transfer its net profit to us in the form of dividends.

      Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our shareholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our board of directors may deem relevant. If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars. See “Description of American Depositary Shares.”

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EXCHANGE RATE INFORMATION

      Our business is primarily conducted in China and a portion of our revenues are denominated in Renminbi. The conversion of Renminbi into U.S. dollars in this prospectus is based on the noon buying rate in The City of New York for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus were made at a rate of RMB 7.8041 to US$1.00, the noon buying rate in effect as of December 29, 2006. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade. On May 10, 2007, the noon buying rate was RMB 7.6936 to US$1.00.

      The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated.

		Noon buying rate
Period		Period end		Average(1)		High		Low
		(RMB per US$1.00)
2002			8.2800		8.2772		8.2700		8.2800
2003			8.2767		8.2772		8.2765		8.2800
2004			8.2765		8.2768		8.2764		8.2774
2005			8.0702		8.1936		8.0702		8.2765
2006			7.8041		7.9720		7.8041		8.0702
	November		7.8340		7.8622		7.8303		7.8750
	December		7.8041		7.8219		7.8041		7.8350
2007
	January		7.7714		7.7876		7.7705		7.8127
	February		7.7410		7.7502		7.7410		7.7632
	March		7.7232		7.7369		7.7232		7.7454
	April		7.7090		7.7247		7.7090		7.7345
	May (through May 10)		7.6936		7.7007		7.6936		7.7065

Note:

(1)  Annual averages are calculated from month-end rates. Monthly averages are calculated using the average of the daily rates during the relevant period. Quarterly averages are calculated using the average of the monthly rates during the relevant period.

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ENFORCEABILITY OF CIVIL LIABILITIES

      We are incorporated in the Cayman Islands to take advantage of certain benefits associated with being a Cayman Islands exempted company, such as:

•  political and economic stability;

•  an effective judicial system;

•  a favorable tax system;

•  the absence of exchange control or currency restrictions; and

•  the availability of professional and support services.

      However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include:

•  the Cayman Islands has a less developed body of securities laws as compared to the United States and provides significantly less protection to investors; and

•  Cayman Islands companies do not have standing to sue before the federal courts of the United States.

      Our constituent documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.

      Substantially all of our current operations are conducted in China, and substantially all of our assets are located in China. A majority of our directors and officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon us or such persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

      We have appointed Law Debenture Corporate Services Inc. as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

      Conyers Dill & Pearman, our counsel as to Cayman Islands law, and Fangda Partners, our counsel as to PRC law, have advised us, respectively, that there is uncertainty as to whether the courts of the Cayman Islands and the PRC, respectively, would:

•  recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

•  entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

      Conyers Dill & Pearman has further advised us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of multiple damages, taxes, or other charges of a like nature or in respect of a fine or other penalty, may be subject to enforcement proceedings as debt in the courts of the Cayman Islands under the common law doctrine of obligation provided that (a) such federal or state courts of the United States had proper jurisdiction over the parties subject to such judgment; (b) such federal or state courts of the United States did

49

not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.

      Fangda Partners has advised us further that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments, which do not otherwise violate basic legal principles, state sovereignty, safety or social public interest of the PRC, in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between the PRC and the country where the judgment is made or on reciprocity between jurisdictions. As there currently exists no treaty or other form of reciprocity between the PRC and the United States governing the recognition of judgments, including those predicated upon the liability provisions of the U.S. federal securities laws, there is uncertainty whether and on what basis a PRC court would recognize and enforce judgments rendered by U.S. courts.

50

RESTRUCTURING

Our Shareholding and Corporate Structure

      The following chart sets forth our main operational and shareholding structure immediately after the completion of this offering, assuming that the underwriters do not exercise their option to purchase additional ADSs.

Notes:

(1)	Mr. Liansheng Miao, our chairperson and chief executive officer, owns all of the issued and outstanding share capital of Yingli Power and is the sole director of Yingli Power. Mr. Miao is also vice chairperson and chief executive officer of Tianwei Yingli. The principal business of Yingli Power is holding of investment securities in Yingli Green Energy. Mr. Miao beneficially owns 100% equity interest in Yingli Group, which transferred its controlling equity interest in Tianwei Yingli to us.
(2)	Indicates jurisdiction of incorporation.
(3)	Currently include (i) Inspiration Partners Limited, the holder of all of our outstanding Series A preferred shares, (ii) Baytree Investments (Mauritius) Pte Ltd., an affiliate of Temasek Holdings Pte Ltd., and 13 other investors that hold our Series B preferred shares, (iii) holders of the mandatory exchangeable notes issued by Yingli Power, our controlling shareholder, whose terms substantially mirror the mandatory convertible bonds issued by us to Yingli Power on the same date and which are mandatorily exchangeable into our ordinary shares, (iv) China Sunshine Investment Co., Ltd., a holder of our ordinary shares and (v) certain of our employees, being the beneficial owners of the restricted shares we issued to them as part of our employee stock incentive plan. All outstanding Series A preferred shares, Series B preferred shares and mandatory exchangeable notes are automatically convertible or exchangeable into our ordinary shares upon completion of this offering. In addition, TB Management Ltd., an affiliate of Inspiration Partners Limited, and 11 of our Series B preferred investors hold warrants to purchase our ordinary shares, all of which are exercisable upon or prior to the completion of this offering, subject to certain cancellation and return features. In calculating relevant shareholding percentages in this prospectus, we have included all of the warrants held by TB Management Ltd. and the relevant Series B preferred shareholders because we believe these warrants are likely to be exercised upon or prior to the

51

completion of this offering in view of the specified exercise periods in their respective governing instruments and the expected market price of our ordinary shares. See “— Private Equity Investments and Other Financings Following the Restructuring” and “Principal and Selling Shareholders.”

(4)	The principal business of Tianwei Baobian is the manufacture of large electricity transformers. The common shares of Tianwei Baobian are listed on the Shanghai Stock Exchange. Tianwei Baobian is controlled and 51.1% owned by Baoding Tianwei Group Co., Ltd., a wholly state-owned limited liability company established in the PRC, which is in turn controlled by the State-asset Administration and Supervision Committee of the Baoding Municipal Government in Hebei Province of the PRC.
(5)	Indicates the percentage as of the date of this prospectus. The equity interests in Tianwei Yingli held by us and Tianwei Baobian would change to 70.11% and 29.89%, respectively, upon our completion of relevant PRC registration procedures for the additional equity contribution of US$118 million in the aggregate from portions of the proceeds from the issuance and sale of the mandatory redeemable bonds, the mandatory convertible bonds and the Series B preferred shares into the registered capital of Tianwei Yingli. See “— Private Equity Investments and Other Financings Following the Restructuring.”
(6)	The principal business of Tianwei Yingli is the design, manufacture and sale of PV modules and the design, assembly, sale and installation of PV systems. See “Business — Overview.”
(7)	The principal business of Chengdu Yingli is sale and installation of PV systems. The remaining 36% equity interest of Chengdu Yingli is owned by Shiqian Chen, Xiao Wei, Jiafu Yu and Shiguang Du, each owning 9%. We established Chengdu Yingli with these four individuals to ensure their cooperation in providing their expertise in installing PV systems in high-altitude areas of Sichuan Province. Mr. Chen is a director of Chengdu Yingli, and Messrs. Wei, Yu and Du are its executive officers. None of these individuals is otherwise affiliated with us.
(8)	The principal business of Tibetan Yingli is assembly of PV modules and sale and installation of PV systems. The remaining 50% equity interest of Tibetan Yingli is owned, as to 30%, by Weiping Yu, vice chairperson of Tibetan Yingli and, as to the other 20%, by Tibetan Energy Demonstration Center, an entity wholly owned by the Tibetan Bureau of Technology, a Tibetan government agency. Tibetan Yingli was initially established as a joint venture enterprise with the Tibetan Bureau of Technology, through the Tibetan Energy Demonstration Center, in order to comply with a mandate of the Tibetan government to foster regulated competition in its solar energy industry. Neither Mr. Yu nor Tibetan Energy Demonstration Center is otherwise affiliated with us.
(9)	Since its establishment in January 2006, Baoding Yingli has not engaged in any business and we are in the process of dissolving it. The remaining 49% equity interest of Baoding Yingli is owned by Northeast Trading Co., Ltd. (Japan), which is not our affiliate.

(10)  The principal business of Tibet Keguang is assembly of PV modules. The remaining 1% equity interest of Tibet Keguang is owned by Huasheng Deng, who is not our affiliate.

Our History

      Our predecessor and current principal operating subsidiary, Tianwei Yingli, was established as a PRC limited liability company in August 1998. The initial holders of equity interests in Tianwei Yingli included Baoding Yingli Group Co., Ltd., or Yingli Group, and Baoding Gaoxin District Development Co., Ltd., a PRC company engaged in project investment and development in the national high-tech zone in the Baoding area which is wholly owned by the Management Committee of Baoding Gaoxin District, a local government agency. Mr. Liansheng Miao is the founder of Yingli Group and currently holds 100% equity interest in Yingli Group. Through a series of equity transfers among holders of Tianwei Yingli’s equity interests and additional equity contributions into Tianwei Yingli from 1998 to 2005, Tianwei Baobian and Yingli Group became the only two holders of equity interests in Tianwei Yingli as of December 9, 2005 and since then held 51% and 49% equity interest in Tianwei Yingli, respectively, until the restructuring described below.

      In 2002, Tianwei Yingli established Chengdu Yingli in Chengdu, Sichuan, China, together with unrelated parties, with Tianwei Yingli initially holding a 55% equity interest in Chengdu Yingli. Chengdu Yingli sells and installs PV systems in Sichuan Province. In May 2004, Tianwei Yingli acquired an additional 9% equity interest and increased its equity interest in Chengdu Yingli to 64%. In 2004, Tianwei Yingli acquired a 10% equity interest in Tibetan Yingli. Tibetan Yingli sells and installs PV systems in Tibet. In September 2005, Tianwei Yingli acquired an additional 40% of the equity interest in Tibetan Yingli and increased its equity interest in Tibetan Yingli to 50%.

Restructuring

      Yingli Green Energy was incorporated on August 7, 2006 in the Cayman Islands as part of a restructuring of the equity interest in Tianwei Yingli to facilitate investments by foreign financial investors in

52

Tianwei Yingli and the listing of our shares on an overseas stock market to achieve such investors’ investment goal and exit and liquidity strategies. This restructuring involved the following transactions:

•  On June 7, 2006, Yingli Power was established in the British Virgin Islands by its sole shareholder, Mr. Liansheng Miao;

•  On August 7, 2006, in connection with the incorporation of Yingli Green Energy, Yingli Power subscribed for 50 million of our ordinary shares at par value of US$0.01 per share and became our sole shareholder. On September 25, 2006, Yingli Power subscribed for an additional 9.8 million of our ordinary shares for a consideration of US$100,000;

•  On August 9, 2006, Yingli Group and Tianwei Baobian made additional equity contributions to Tianwei Yingli, as a result of which, (i) the registered capital of Tianwei Yingli was increased from RMB 75 million to RMB 100 million; (ii) Yingli Group increased its equity interest in Tianwei Yingli from 49% to 51%; and (iii) the equity interest of Tianwei Baobian in Tianwei Yingli was correspondingly decreased from 51% to 49%;

•  On August 25, 2006, we entered into a Sino-foreign equity joint venture company contract with Tianwei Baobian under which we granted to Tianwei Baobian a right to subscribe for newly issued ordinary shares of us in exchange for all but not part of Tianwei Baobian’s equity interest in Tianwei Yingli. Tianwei Baobian may exercise this subscription right only after certain conditions (as described below) are satisfied following the completion of this offering; and

•  On September 5, 2006, Yingli Group transferred all of its 51% equity interest in Tianwei Yingli to us in a transaction between entities under common control for cash consideration of approximately RMB 134.6 million (US$17 million as translated at the applicable rate at the historical transaction date). As a result of such transfer, Tianwei Yingli became our subsidiary. For financial statements reporting purposes, Tianwei Yingli is deemed to be our predecessor.

Private Equity Investments and Other Financings Following the Restructuring

•  On September 28, 2006, we issued to Inspiration Partners Limited 8,081,081 Series A preferred shares for an aggregate purchase price of approximately US$17.0 million. On the same date, we also issued to TB Management Ltd., an affiliate of Inspiration Partners Limited, a warrant to purchase 678,811 of our ordinary shares at an exercise price of US$2.10 per share. All outstanding Series A preferred shares held by Inspiration Partners Limited are automatically convertible into our ordinary shares upon the completion of this offering at a conversion ratio of one-to-one, subject to certain anti-dilution provisions. Any outstanding warrant held by TB Management is exercisable into our ordinary shares upon or prior to the completion of this offering at the exercise price of US$2.10 per ordinary share, subject to certain anti-dilution adjustments. The proceeds from the issuance and sale of the Series A preferred shares were used to finance the transfer to us of the 51% equity interest in Tianwei Yingli held by Yingli Group.

•  On November 13, 2006, we issued interest-bearing mandatory redeemable bonds and mandatory convertible bonds to Yingli Power in the aggregate principal amount of US$85 million and at an issue price equal to 98.75% of such aggregate principal amount. The mandatory redeemable bonds in the principal amount of US$38 million are required to be redeemed at their principal amount upon the completion of this offering. The mandatory convertible bonds with the principal amount of US$47 million are automatically convertible into our equity interest at an aggregate value equal to the value of a 3.73% effective equity interest in Tianwei Yingli at the time of the conversion. The net proceeds from these bonds are required to be used (i) up to US$62 million, to increase our equity interest in Tianwei Yingli from 53.98% to 62.13% (which event occurred on December 18, 2006), (ii) up to US$17 million, to further increase our equity interest in Tianwei Yingli, (iii) US$4.5 million to be held in a restricted account to be used to service the first three interest payments falling due

53

under these bonds and (iv) the remaining proceeds for general corporate purpose and working capital. Both of these bonds carry a floating interest rate tied to the British Bankers Association Interest Settlement Date plus 2.00% (up to and including August 16, 2007) or 4.00% (after August 16, 2007). Interest is payable quarterly. Under the indenture governing these bonds, we are subject to a number of covenants, such as the maintenance of certain financial ratios, restrictions on granting collateral, disposals of existing assets, the making of payments to shareholders and affiliates and the making of investments. We have also pledged 62.13% equity interest in Tianwei Yingli representing our existing equity interest in Tianwei Yingli, and our other tangible and intangible assets as collateral for our obligations under these bonds.

In connection with the issuance of these bonds, on November 13, 2006, our controlling shareholder, Yingli Power, issued to Deutsche Bank AG, Singapore Branch, floating rate notes in the aggregate principal amount of US$85 million and at an issue price equal to 98.75% of such aggregate principal amount. The floating rate notes consist of US$55 million mandatory redeemable notes and US$30 million mandatory exchangeable notes exchangeable into equity interests in us at an aggregate value substantially equal to the value of a 3.73% equity interest in Tianwei Yingli at the time of the conversion, the terms of which (other than the allocation of the principal amounts between the redeemable and convertible or exchangeable portions) are substantially similar to the terms of the mandatory redeemable bonds and the mandatory convertible bonds issued by us to Yingli Power. Yingli Power used the proceeds from the issuance of the floating rate notes to subscribe for the mandatory redeemable bonds and the mandatory convertible bonds issued by us. Yingli Power pledged to Deutsche Bank AG, Singapore Branch all of its then existing equity interest in us and its other tangible and intangible asset as collateral for its obligations under these floating rate notes.

The following chart depicts the schematics of the mandatory redeemable and convertible bonds issued by Yingli Green Energy to Yingli Power and the mandatory redeemable and exchangeable notes issued by Yingli Power to Deutsche Bank AG.

These offerings were structured as a two-step transaction for a number of legal considerations and commercial arrangements between the relevant parties. The following provides further background.

In order to facilitate the offshore listing of the business of Tianwei Yingli, Mr. Miao incorporated Yingli Green Energy in August 2006. The subsequent step was to transfer the equity interest in Tianwei Yingli held by Yingli Group, which is controlled by Mr. Miao, to Yingli Green Energy. However, under relevant PRC regulations, any cross-border transfer of equity interest ownership has to

54

be paid in cash unless otherwise approved by several PRC governmental authorities, including the PRC Ministry of Commerce and SAFE. Obtaining such approval is a lengthy, cumbersome and unpredictable process. Yingli Group, a PRC entity, could not make a non-cash contribution to Yingli Green Energy, an offshore entity, of Yingli Group’s equity interest in Tianwei Yingli without going through such cumbersome approval process. Therefore, in order to secure cash funding required for the transfer of Yingli Group’s equity interest in Tianwei Yingli, Yingli Green Energy engaged in a Series A preferred equity financing, the proceeds from which was US$17 million and was used for the foregoing purpose.

However, while the Series A investor agreed to such use of proceeds as documented in the definitive agreements for the Series A preferred equity financing, the Series A investor reached an informal understanding with Mr. Miao that Yingli Green Energy would seek a third-party financing, the proceeds from which would be used to increase Yingli Green Energy’s equity interest in Tianwei Yingli by way of capital contribution. Such understanding was one of the reasons for the issuance of the notes by Yingli Power to Deutsche Bank AG. The key difference between the mandatory redeemable and convertible bonds issued by Yingli Green Energy to Yingli Power and the mandatory redeemable and exchangeable notes issued by Yingli Power to Deutsche Bank AG is the respective amounts of the two tranches. Specifically, the bonds issued to Yingli Power consist of a redeemable tranche in the principal amount of US$38 million and a convertible tranche in the principal amount of US$47 million, whereas the notes issued to Deutsche Bank AG consist of a redeemable tranche in the principal amount of US$55 million and an exchangeable tranche in the principal amount of US$30 million, which resulted in a difference of US$17 million in principal amount between the US$47 million convertible tranche of the bonds issued to Yingli Power and the US$30 million exchangeable tranche of the notes issued to Deutsche Bank AG. However, notwithstanding the difference in the underlying principal amounts, the convertible tranche of the bonds issued to Yingli Power and the exchangeable tranche of the notes issued to Deutsche Bank AG are convertible or exchangeable into the same number of Yingli Green Energy’s ordinary shares, namely, an amount that would be equivalent to a 3.73% effective equity interest in Tianwei Yingli at the time of the conversion or exchange. Accordingly, the transaction was structured so that upon the mandatory redemption and conversion of the bonds issued by Yingli Green Energy to Yingli Power, and the mandatory redemption and exchange of the notes issued by Yingli Power to Deutsche Bank AG, Yingli Power would contribute US$17 million to Yingli Green Energy using its own funds. Yingli Power was not paid any additional consideration for the above transaction, except for the indirect benefit from Yingli Green Energy’s increasing its equity ownership in Tianwei Yingli as a result of the Series A preferred equity financing. We have been advised by Fangda Partners, our PRC counsel, that the transaction structure discussed above does not violate applicable PRC laws and regulations.

•  On October 10, 2006, we amended the joint venture contract with Tianwei Baobian to make an equity contribution of US$17 million to Tianwei Yingli. The equity contribution was consummated on November 20, 2006, which increased our equity interest in Tianwei Yingli to 53.98% from 51%. This equity contribution was funded with advance payments in an aggregate amount of US$17 million from three of our Series B preferred shareholders described below.

•  On November 13, 2006, we further amended the joint venture contract with Tianwei Baobian to make an additional equity contribution of US$62 million to Tianwei Yingli. The equity contribution was consummated on December 18, 2006 and was funded with proceeds from the issuance of the mandatory convertible bonds and the mandatory redeemable bonds. This equity contribution increased our equity interest in Tianwei Yingli to 62.13% from 53.98%.

•  During the period from December 20, 2006 through January 13, 2007, we issued to Baytree Investments (Mauritius) Pte Ltd., or Baytree Investments, an affiliate of Temasek Holdings Pte Ltd., and 13 other investors, a total of 24,405,377 Series B preferred shares for an aggregate purchase price of US$118 million, or at US$4.835 per share. In addition, during this period, we granted to such investors, other than the three investors who had made advance payments, warrants to purchase

55

	2,112,057 of our ordinary shares at an exercise price of US$0.01 per share, subject to certain anti-dilution provisions. All outstanding Series B preferred shares are automatically convertible into our ordinary shares upon the completion of this offering at a conversion ratio of one-to-one, subject to certain anti-dilution provisions. These warrants are cancellable upon the conversion of the shareholder loan as described below. Of US$118 million in aggregate proceeds, US$17 million, which was received as advance payments, was used to increase our equity interest in Tianwei Yingli to 53.98% from 51%, US$22.6 million (together with US$17 million from portions of the proceeds from the issuance and sale of the mandatory redeemable bonds and the mandatory convertible bonds) will be injected into Tianwei Yingli in the form of a direct equity contribution and the remaining US$78.4 million was injected into Tianwei Yingli in the form of a shareholder loan from us to Tianwei Yingli which will be converted into equity interest in Tianwei Yingli. On or about March 27, 2007, we issued to the Series B preferred shareholders (other than the three investors who had made advance payments) additional warrants with terms similar to the previously issued Series B warrants to purchase an aggregate of 688,090 of our ordinary shares in exchange for the early termination of an escrow arrangement with certain restriction, which made the release of a portion of the proceeds, in an amount of US$19.6 million, that were received from the issuance and sale of the Series B preferred shares contingent upon our obtaining the relevant PRC regulatory approvals and completion of related procedural formalities in connection with the conversion of the shareholder loan into equity interest in Tianwei Yingli. This amount of US$19.6 million was injected into Tianwei Yingli upon removal of such restriction in the form of entrusted loan from us to satisfy Tianwei Yingli’s working capital requirement.
•	On December 18, 2006, we further amended the joint venture contract with Tianwei Baobian for us to make an additional equity contribution of US$118 million to Tianwei Yingli, and we have obtained approvals from the National Development and Reform Commission and the PRC Ministry of Commerce, and are in the process of obtaining approval from, and making registrations with the State Administration of Foreign Exchange, Baoding Branch the Hebei Provincial Administration for Industry and Commerce. As the approvals and registrations are largely procedural in nature, we do not anticipate having difficulties in obtaining or making them. Upon obtaining the relevant PRC regulatory approvals and making related filings and registrations for the additional equity contribution by us of the US$118 million, our equity interest in Tianwei Yingli would increase to 70.11% from 62.13%. All outstanding warrants issued in connection with the Series B preferred shares are exercisable into our ordinary shares after April 30, 2007 or such later date, as selected by Baytree Investments, but upon or prior to the earlier of the completion of this offering and the conversion of the shareholder loan into equity interest in Tainwei Yingli. Upon conversion of the shareholder loan, whether prior or subsequent to our initial public offering, any unexercised warrants will be automatically cancelled, and the holders of the ordinary shares into which any warrants have been exercised are obligated to return such shares to us for cancellation or pay us an amount to be mutually determined between us and such shareholder.
•	In connection with a convertible loan to Tianwei Yingli from China Foreign Economic and Trade & Investment Co., Ltd., or FOTIC, a trust and investment company established in China, FOTIC acted as a nominee for certain third-party individuals. This convertible loan was made on May 17, 2006. Under a repayment and termination agreement dated December 29, 2006 among Tianwei Yingli, FOTIC, China Sunshine Investment Co., Ltd., or China Sunshine, a British Virgin Islands investment holding company, and us, Tianwei Yingli repaid the convertible loan in the principal amount of RMB 85,635,000 plus accrued interest of RMB 4,281,750 on December 29, 2006. As a condition of repayment, under the repayment and termination agreement, we issued on December 29, 2006 to China Sunshine a warrant to purchase 2,068,252 of our ordinary shares at an exercise price of US$4.835 per share. On February 2, 2007, China Sunshine fully exercised this warrant at an exercise price per share of US$4.835 and purchased 2,068,252 of our ordinary shares.

The issuance of the warrant was a condition of repayment of the referenced convertible loan due to a number of legal considerations and business arrangements between relevant parties. The parties to the

56

convertible loan understood that at the time the convertible loan was made, the lenders’ intention was to exercise the conversion right under the convertible loan for an equity interest in an offshore listing vehicle for Tianwei Yingli to be listed on an overseas stock exchange. However, after the convertible loan was made, the parties to the loan agreement became aware of certain PRC legal and regulatory considerations which cast some uncertainties into the enforceability and legality under PRC laws of the conversion of the loan, which is RMB-denominated. Specifically, the original transaction contemplated the exercise by certain third party individuals or a PRC entity, namely FOTIC, as the nominee for the third party individuals, of a conversion right under a loan agreement with another PRC entity, namely Tianwei Yingli, for an equity interest in an offshore entity that is the controlling shareholder, namely Yingli Green Energy, of the second PRC entity, namely Tianwei Yingli, which was a relatively novel arrangement in the PRC for which the parties could not find sufficient precedents or clear legal authority to establish the legality of such arrangement. Accordingly, in order to reduce the potential legal and/or regulatory uncertainties, Yingli Green Energy agreed to repay the debt and also agreed to the lenders’ designation of China Sunshine Investment Co., Ltd., an entity incorporated in the British Virgin Islands and unrelated to the lenders, as the holder of the conversion right, which in the final arrangement took the form of a warrant.

The inclusion of the warrant as a condition to repayment of the loan also served the business interests of both Yingli Green Energy and the lenders. The arrangements that the parties agreed upon were that (i) Yingli Green Energy would repay the loan in full, including the accrued interest, (ii) Yingli Green Energy would issue a warrant to the lenders’ designated entity, China Sunshine Investment Co., Ltd., and such warrant would be exercisable into Yingli Green Energy’s equity interest that would be substantially equal to the principal amount of the loan, and (iii) to the extent China Sunshine exercises the warrant, the majority of the proceeds from the repayment would effectively be returned to Yingli Green Energy in the form of the exercise price paid by China Sunshine (which was US$4.835 per share, or the share price paid by the investors in Yingli Green Energy’s Series B preferred shares), and (iv) China Sunshine would have a reasonably short period of time (which was fixed at 45 days under the repayment agreement) to exercise the warrant. The repayment agreement dated December 29, 2006 reflected the foregoing arrangements. The above arrangement helped eliminate a potential liquidity risk associated with an immediate loan repayment for Yingli Green Energy while allowing the lenders to designate its conversion right to China Sunshine.

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      The following table sets forth the consideration paid by our securityholders for each type of the outstanding securities convertible into our ordinary shares:

			Consideration
			paid per share
			on a relative
			fair value
Type of security	Securityholder		basis
Series A preferred shares, issued on September 29, 2006, exercisable into 8,081,081 ordinary shares, subject to certain anti-dilution provisions	Inspiration Partners Limited, our Series A preferred shareholder			US$2.10(1)
Warrant, dated September 28, 2006, exercisable into 678,811 ordinary shares, subject to certain anti-dilution provisions	TB Management Ltd., an affiliate of Inspiration Partners Limited			nil(2)
Mandatory convertible bonds, issued on November 13, 2006	Yingli Power, our controlling shareholder			Note (3)
Warrant, dated November 13, 2006, exercisable into 6.5% of our ordinary shares in the aggregate on a fully diluted basis(4)		Deutsche Bank AG		nil(5)
Series B preferred shares, issued during the period from December 20, 2006 through January 13, 2007, exercisable into 24,405,377 ordinary shares, subject to certain anti-dilution provisions	Series B preferred shareholders			US$4.835(6)
Warrants, issued during the period from December 20, 2006 through January 13, 2007, exercisable into 2,112,057 ordinary shares in the aggregate, subject to certain anti-dilution provisions	Series B preferred shareholders that did not provide advance payments to us			nil(7)
Warrants, issued on or about March 27, 2007, exercisable into 688,090 ordinary shares in the aggregate, subject to certain anti-dilution provisions	Series B preferred shareholders that did not provide advance payments to us			nil(8)

Notes:

(1)	Represents the consideration paid by Inspiration Partners Limited under the share purchase agreement for issuance and sale of the Series A preferred shares. US$0.31 per share of this consideration was allocated on a relative fair value basis to the warrant issued to TB Management Ltd., an affiliate of Inspiration Partners Limited, based on a valuation performed by us with the assistance of American Appraisal China Limited, or American Appraisal, an independent valuation firm.
(2)	Represents the consideration paid by TB Management Ltd. under the instrument governing this warrant. US$0.31 per share of the consideration paid by Inspiration Partners under the share purchase agreement for issuance and sale of the Series A preferred shares was allocated on a relative fair value basis to this warrant. The exercise price of this warrant is US$2.10 per share, which is the per-share consideration paid by Inspiration Partners Limited for the Series A preferred shares.
(3)	The consideration paid per share is estimated to be US$8.55, assuming our equity interest in Tianwei Yingli is 70.11% and the total number of ordinary shares outstanding, on fully diluted basis, is 97,833,668 immediately prior to such conversion. Under the indenture under which the mandatory convertible bonds were issued, the number of our ordinary shares into which the mandatory convertible bonds are convertible is determined as a percentage of our ordinary shares which represents our effective ownership of a 3.73% equity interest in Tianwei Yingli at the time of the conversion. As Deutsche Bank AG paid US$30 million for the principal amount of the mandatory exchangeable notes issued by Yingli Power and Yingli Power paid US$47 million for the principal amount of the mandatory convertible bonds issued by us while the number of our ordinary shares to be issued upon the conversion is the same for the mandatory exchangeable notes and the mandatory convertible bonds, the consideration per share paid by Deutsche Bank AG to Yingli Power for the mandatory exchangeable notes is significantly less than the consideration per share paid by Yingli Power to us for the mandatory convertible bonds. The consideration paid by Deutsche Bank AG to Yingli Power for the principal amount of

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	the mandatory exchangeable notes is subject to certain adjustments relating to the offering price of our ordinary shares in the event of our initial public offering.
(4)	The warrant was issued by Yingli Power to Deutsche Bank AG in connection with the issuance of the floating rate notes issued by Yingli Power to Deutsche Bank AG. The floating rate notes consist of mandatory redeemable notes and mandatory exchangeable notes, whose respective terms substantially mirror the mandatory redeemable bonds and the mandatory convertible bonds issued by us to Yingli Power on the same date as the floating rate notes. This warrant is exercisable into our existing shares held by Yingli Power. The warrant may be exercised upon the listing of our ordinary shares on the New York Stock Exchange (or other internationally recognized stock exchange) which occurs after the mandatory redeemable notes and the mandatory convertible notes have been repaid in full (the scheduled final maturity dates of both notes being November 16, 2008).
(5)	Represents the consideration paid by Deutsche Bank AG under the instrument governing this warrant. The exercise price of this warrant is the lower of (i) 25 times Tianwei Yingli’s net income for the year ended December 31, 2006, multiplied by our ownership percentage in Tianwei Yingli and divided by the total number of our outstanding ordinary shares on a fully diluted basis and (ii) 67.5% of the offering price of our ordinary shares in a public offering of our ordinary shares and listing of such shares on the New York Stock Exchange or any other internationally recognized stock exchange.
(6)	Represents the consideration paid by the Series B preferred shareholders under the share purchase agreement for issuance and sale of the Series B preferred shares. US$0.42 per share of this consideration was allocated on a relative fair value basis to the warrants issued in connection with the Series B preferred shares, based on a valuation performed by us with the assistance of American Appraisal.
(7)	Represents the consideration paid by the Series B preferred shareholders under the respective instruments governing these warrants. US$0.42 per share of the consideration paid by the Series B preferred shareholders under the share purchase agreement for issuance and sale of the Series B preferred shares was allocated to these warrants on a relative fair value basis. The exercise price of these warrants is US$0.01 per share, which is the par value per share of our ordinary and preferred shares.
(8)	The warrants were issued in consideration of the early termination of an escrow arrangement which removed the restriction on the proceeds of US$19.6 million that were received from the issuance and sale of the Series B preferred shares that took place from December 20, 2006 through January 13, 2007.

     As a result of the restructuring and private equity and other investments described above:

•  Yingli Power owned on an as-converted, fully diluted basis 56.44% of our issued and outstanding share capital immediately prior to this offering;

•  Inspiration Partners Limited owned on an as-converted, fully diluted basis 7.63% of our issued and outstanding share capital immediately prior to this offering;

•  TB Management Ltd., an affiliate of Inspiration Partners Limited, holds a warrant to purchase 678,811 of our ordinary shares on or prior to the completion of this offering;

•  Deutsche Bank AG, Singapore Branch holds floating rate notes, a portion of which are exchangeable into 5.19% of our issued and outstanding share capital on an as-converted, fully diluted basis immediately prior to this offering;

•  Baytree Investments and 13 other holders of our Series B preferred shares own on an as-converted, fully diluted basis an aggregate of 23.03% of our issued and outstanding shares immediately prior to this offering;

•  Baytree Investments and 10 other holders of our Series B preferred shares hold warrants to purchase an aggregate of 2,800,147 of our ordinary shares;

•  China Sunshine Investment Co., Ltd. holds 2,068,252 of our ordinary shares;

•  Tianwei Baobian has a right to subscribe for a percentage of our ordinary shares which is equal to the percentage of Tianwei Baobian’s equity interest in Tianwei Yingli immediately before the exercise of such right;

•  Tianwei Yingli became a Sino-foreign equity joint venture company established under PRC law;

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•  We are currently the controlling equity holder of Tianwei Yingli with a 62.13% equity interest, and Tianwei Baobian currently owns the remaining 37.87% of Tianwei Yingli’s equity interest. Upon the completion of relevant PRC registration procedures for the additional equity contribution of US$118 million, we and Tianwei Baobian would own 70.11% and 29.89% of Tianwei Yingli’s equity interest, respectively; and

•  Our principal asset is our equity interest in Tianwei Yingli.

Joint Venture Contract

      Tianwei Baobian was established under the PRC law in September 1999 and its common shares have been listed on the Shanghai Stock Exchange since January 2001. The principal business of Tianwei Baobian is the manufacture of large electricity transformers. The controlling shareholder of Tianwei Baobian is Baoding Tianwei Group Co., Ltd., a wholly state-owned limited liability company established in the PRC in January 1991. The controlling person of Baoding Tianwei Group Co., Ltd. is the State-asset Administration and Supervision Committee of the Baoding Municipal Government in Hebei Province of the PRC. Tianwei Baobian became a shareholder of Tianwei Yingli in April 2002.

      We entered into a joint venture contract with Tianwei Baobian on August 25, 2006 and amended the joint venture contract on October 10, 2006, November 13, 2006 and December 18, 2006, respectively. The joint venture contract is governed by PRC law and sets forth the respective rights and obligations of us and Tianwei Baobian relating to Tianwei Yingli. The major provisions of this joint venture contract include the following.

Tianwei Yingli’s Management Structure

Board of Directors

      The board of directors of Tianwei Yingli, or the board, is its highest authority and has the power to decide all matters important to Tianwei Yingli.

      The board consists of seven directors, four of whom are appointed by us and three of whom are appointed by Tianwei Baobian. Each director is appointed for a term of three years and may serve consecutive terms if re-appointed by the party which originally appointed such director. Each director may be removed by its appointing party, at any time, with or without cause and may be replaced by a nominee appointed by such party before the expiration of such director’s term of office.

      The chairperson of the board is the legal representative of Tianwei Yingli. The chairperson has the right to vote as any other director and does not have a casting vote. Tianwei Baobian is entitled to appoint a director to serve as the chairperson of the board and we are entitled to appoint a director to serve as the vice chairperson of the board.

      A unanimous approval of all directors present in person or by proxy at the meeting of the board or, in the event of a written resolution, a unanimous approval of all directors, is required for resolutions involving the following matters:

•  amendment to the articles of association of Tianwei Yingli;

•  merger of Tianwei Yingli with another entity;

•  division of Tianwei Yingli;

•  termination or dissolution of Tianwei Yingli; and

•  increase, reduction or transfer of the registered capital of Tianwei Yingli.

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      Resolutions of the board involving any other matters may be adopted by the affirmative vote of a simple majority of all directors present in person or by proxy at a meeting of the board.

      The board is required to meet at least once each quarter. In addition to the regular meetings, the board may hold interim meetings. Each director has one vote at a meeting of the board. Board meetings are convened and presided over by the chairperson or, in his or her absence, by the vice chairperson or, in the absence of the vice chairperson, by a director elected by the majority of the directors. The board may adopt written resolutions in lieu of a board meeting, as long as the resolutions to be adopted are delivered to all directors and affirmatively signed and adopted by each director. The board members are required to act in accordance with board resolutions and may not do anything to jeopardize the interests of Tianwei Yingli.

      A quorum for a meeting of the board is two thirds of the board members present, in person (including through telephone or video conference) or by proxy. If a meeting has been duly called and a quorum in person or by proxy is not present, no resolutions made at the meeting will be valid, and the director presiding over this meeting is required to postpone the meeting for no more than seven working days and send written notice of postponement to all directors. Any director who fails to attend the postponed meeting in person or by proxy will be deemed to be present at the meeting and be counted in the quorum, but such director will be deemed to have waived his or her voting rights.

Supervisors

      Tianwei Yingli is required to have two supervisors. Tianwei Baobian and we each appoint one supervisor. Each supervisor is appointed for a term of three years and may serve consecutive terms if re-appointed by the party which originally appointed such supervisor. The supervisors may attend board meetings as non-voting members and make inquiries and suggestions as to matters submitted to board meetings for resolution. The major duties and powers of the supervisors are as follows:

•  inspect financial affairs of Tianwei Yingli;

•  monitor acts of directors and senior managers in the performance of their duties to Tianwei Yingli, and propose removal of directors or senior managers who have violated any laws, regulations, the articles of association of Tianwei Yingli or any board resolutions;

•  demand directors and senior managers to correct any of their act that harms Tianwei Yingli’s interests; and

•  propose interim meetings of the board.

Senior Management

      Tianwei Yingli is required to have one chief executive officer and one chief financial officer. We nominate the chief executive officer for appointment by the board. The chief executive officer serves a term of three years and may serve consecutive terms if re-nominated by us and re-appointed by the board. The chief executive officer has overall responsibilities for the daily operation and management of Tianwei Yingli and reports directly to the board. The chief executive officer nominates the chief financial officer for appointment by the board. The chief financial officer is responsible for financial matters of Tianwei Yingli and reports to the chief executive officer.

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Subscription Right

      Under the joint venture contract, we granted to Tianwei Baobian a right to subscribe for ordinary shares newly issued by us in exchange for all but not part of Tianwei Baobian’s equity interest in Tianwei Yingli. Tianwei Baobian may exercise the subscription right if, and only if, the following conditions are satisfied:

•  we have completed this offering;

•  ADSs representing our ordinary shares are listed on a qualified securities exchange, which is defined under the joint venture contract to include, among others, the NYSE; and

•  Tianwei Baobian obtains all necessary approvals from relevant PRC government authorities for acquiring our ordinary shares as a result of exercising the subscription right.

      Subject to applicable laws in the PRC, the Cayman Islands, any jurisdiction in which our ADSs are listed and any jurisdiction in which a qualified securities exchange, including the NYSE, is located and further subject to the listing rules of such exchange, Tianwei Baobian may exercise the subscription right by sending a written notice to us within one month following the first date on which all conditions listed above are satisfied, accompanied by copies of related approvals and opinion of counsel.

      Prior to exercising its subscription right, Tianwei Baobian is required to retain an asset valuation firm reasonably acceptable to us to obtain a valuation of Tianwei Baobian’s equity interest in Tianwei Yingli in accordance with internationally accepted valuation methods and relevant PRC laws and regulations. The valuation report will need to be acknowledged by both Tianwei Baobian and us. Under relevant PRC laws and regulations, the value of Tianwei Baobian’s equity interest in Tianwei Yingli agreed by Tianwei Baobian and us for the purpose of Tianwei Baobian’s exercise of the subscription right shall not be lower than 90% of the value of such equity interest as indicated in the valuation report.

      The number of our new ordinary shares that we are obligated to issue to Tianwei Baobian upon its exercise of the subscription right will be calculated according to the following formula:

Number of new shares to be issued to Tianwei Baobian
= Total number of our shares immediately before the exercise of the subscription right
× Percentage of Tianwei Baobian’s equity interest in Tianwei Yingli immediately before the exercise of the subscription right
  Percentage of our equity interest in Tianwei Yingli immediately before the exercise of the subscription right⁽¹⁾

(1)  Tianwei Baobian and we have agreed that the effective equity interest percentage in Tianwei Yingli indirectly held by Tianwei Baobian by way of its ownership of the equity interest in us following its exercise of the subscription right must be equal to the equity interest percentage in Tianwei Yingli directly held by Tianwei Baobian immediately prior to the exercise of the subscription right.

     If Tianwei Baobian is unable to exercise the subscription right within a 300-day period from the date of the completion of our initial public offering and listing of our ADSs on a qualified securities exchange, Tianwei Baobian may request us to make best efforts to purchase from Tianwei Baobian all but not part of its equity interest in Tianwei Yingli. Upon such request by Tianwei Baobian, we will undertake to use our best efforts to assist Tianwei Baobian in completing the transfer of such equity interest held by Tianwei Baobian. The manner and the price at which Tianwei Baobian sells its equity interest in Tianwei Yingli will be decided by mutual agreement between Tianwei Baobian and us based on the fair market value of its and our equity interest in Tianwei Yingli, respectively, and in accordance with relevant PRC laws and regulations.

Tianwei Yingli’s Registered Capital

      Tianwei Yingli currently has a registered capital of RMB 715.8 million, of which we contributed RMB 666.8 million, currently representing 62.13% of Tianwei Yingli’s equity interest, and Tianwei Baobian contributed RMB 49.0 million, currently representing the remaining 37.87% of Tianwei Yingli’s interest.

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Upon the completion of relevant PRC registration procedures for the additional equity contribution of US$118 million, Tianwei Yingli’s registered capital would increase to RMB 1,624.4 million, representing the equity interests in Tianwei Yingli’s equity interest held by us and Tianwei Baobian of 70.11% and 29.89%, respectively. See “— Private Equity Investments and Other Financings Following the Restructuring.” The registered capital of a company refers to the total amount of the capital subscribed by the equity interest holders of such company, as registered with relevant authorities. A shareholder of a company is entitled to the rights to and interests in such company in proportion to the fully paid amount of the registered capital of such company for which such shareholder subscribes or as otherwise agreed among the shareholders of such company. Such rights and interests include the rights to nominate directors to the board and receive dividends in proportion to the fully paid amount of the registered capital subscribed by such equity interest holders or as otherwise agreed among such equity interest holders. Under the PRC law, the rights and interests of a shareholder to a limited liability company are generally referred to as “equity interest.”

Increase or Reduction of Tianwei Yingli’s Registered Capital

Approval by the Board and the Relevant PRC authority

      Any increase or reduction of Tianwei Yingli’s registered capital is subject to unanimous approval of all directors present in person or by proxy at a meeting of the board or, in the event of a written resolution, the unanimous approval of all directors, as well as approval of the relevant PRC authority.

Preemptive Right

      If the board resolves to increase Tianwei Yingli’s registered capital, both Tianwei Baobian and we have the preemptive right to make additional contributions to the registered capital in proportion to its and our respective equity interests in Tianwei Yingli as of the date of the board’s resolution. If Tianwei Baobian and we choose to make such additional contributions, we are obligated to pay in full our respective additional contributions within 30 days after the relevant PRC authority approves the increase of Tianwei Yingli’s registered capital.

      If a party notifies the board in writing of its decision not to make all or part of the additional contribution that it is entitled to make, or fails to pay in full its additional contribution within 30 days after the approval by the relevant PRC authority (such party being the non-contributing party), the other party has the right, but not the obligation, to make an additional contribution to the extent that the first party fails or elects not to contribute (such other party, if it so contributes, being the contributing party). In this event, the board will retain an independent asset valuation firm to obtain a valuation of Tianwei Yingli in accordance with internationally accepted valuation methods and relevant PRC laws and regulations. If the non-contributing party does not make any additional contribution to Tianwei Yingli’s registered capital while the contributing party does, the contributing party’s shareholding percentage in Tianwei Yingli immediately after its contribution will be calculated as follows:

(1)  Fair market value means the expected value of Tianwei Yingli immediately following the contribution by the contributing party to Tianwei Yingli’s registered capital.

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Our Additional Contribution to Tianwei Yingli’s Registered Capital with Proceeds from this Offering or Private Placements

      Notwithstanding the above, if we intend to use proceeds from this offering or any private placement transaction to make additional contributions to Tianwei Yingli’s registered capital, Tianwei Baobian must cause all directors appointed by Tianwei Baobian to vote in favor of an increase of Tianwei Yingli’s registered capital, and to take all actions necessary to obtain the approval of the relevant PRC authority. In such event, the board shall retain an independent asset valuation firm to obtain a valuation of Tianwei Yingli in accordance with internationally accepted valuation methods and relevant PRC laws and regulations. The percentage of our equity interest in Tianwei Yingli immediately after we make an additional contribution to Tianwei Yingli’s registered capital with proceeds of this offering or any private placement transaction will be calculated as follows:

(1)  Fair market value means the expected value of Tianwei Yingli immediately following our contribution to Tianwei Yingli’s registered capital with proceeds from this offering or from a private placement transaction, as the case may be. After our additional contribution as described above, Tianwei Baobian’s equity interest in Tianwei Yingli will be diluted in the same proportion as our equity interest in Tianwei Yingli immediately prior to such additional contribution.

Transfer of Equity Interests in Tianwei Yingli

      All or part of the equity interests in Tianwei Yingli held by Tianwei Baobian and us may be transferred to third parties subject to the provisions described below.

Right of First Refusal

      The party intending to transfer all or any part of its equity interest in Tianwei Yingli (such party being the transferring party) is required to send a written notice, or the offer notice, to the other party (such party being the non-transferring party) and the board of Tianwei Yingli, notifying them of the transferring party’s intent to transfer such equity interest, or the offered interest, the terms and conditions of the proposed transfer and the identity of the proposed third-party transferee. The non-transferring party may exercise its right of first refusal by sending a written notice, or the acceptance notice, to the transferring party within 30 days after receipt of the offer notice, notifying the transferring party of the non-transferring party’s intent to acquire all, but not less than all, of the offered interest.

      The non-transferring party will be deemed to have consented to the proposed transfer if the transferring party has not received an acceptance notice within 30 days after the non-transferring party’s receipt of the offer notice. In such an event, the transferring party may transfer the offered interest to the proposed third-party transferee within 60 days after expiration of the 30-day period as provided above and on terms no more favorable than specified in the offer notice, and the non-transferring party is obligated to sign a statement indicating its consent and waiver of its right of first refusal.

      Notwithstanding the right of first refusal as described above, after completion of this offering and listing of our ADSs on the NYSE, all or any part of the interest in Tianwei Yingli held by Tianwei Baobian or us may be transferred to its or our respective affiliates, and the other party is obligated to consent to such transfer.

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Approval by the Board and the Relevant PRC authority

      Any transfer of an equity interest in Tianwei Yingli is subject to the unanimous approval of all directors present in person or by proxy at a meeting of the board or, in the event of a written resolution, the unanimous approval of all directors. Such transfer is also subject to the approval of relevant PRC authorities.

      In the case of any transfer of an equity interest in Tianwei Yingli to a third party with a deemed consent of the non-transferring party or any affiliate transfer following the completion of this offering and listing of our ADSs on the NYSE, each as described above, the non-transferring party is obligated to (i) cause each director appointed by it to consent to such transfer and approve related amendments to the articles of association of Tianwei Yingli at a board meeting and (ii) use its best efforts to obtain the approval of relevant PRC authorities.

No Transfer to Tianwei Yingli’s Competitors

      Under an amendment to the joint venture contract dated October 10, 2006, Tianwei Baobian and we may not transfer any of its or our equity interest, as applicable, in Tianwei Yingli to any third party that is engaged in a competing business with Tianwei Yingli.

Encumbrance

      Neither Tianwei Baobian nor we may mortgage, pledge, charge or otherwise encumber all or any part of its or our respective equity interests, as applicable, in Tianwei Yingli without the prior written consent of the other party or the approval of relevant PRC authorities.

Profit Distribution

      The maximum amount of dividend payable by Tianwei Yingli to its equity interest holders is calculated based on its retained earnings as calculated under PRC accounting regulations, and prior to the payment of dividends, Tianwei Yingli is required to pay income taxes according to PRC laws and make allocations of retained earnings to the reserve fund, enterprise development fund and employee bonus and bonus and welfare fund each at a percentage decided by the board each fiscal year. Any dividends paid by Tianwei Yingli are required to be distributed to Tianwei Baobian and us in proportion to its and our respective equity interests in Tianwei Yingli. Tianwei Yingli may not distribute any profit to its equity interest holders until all losses incurred in previous fiscal years are fully recovered. Undistributed profits accumulated in previous fiscal years may be distributed together with profits from the current fiscal year.

Unilateral Termination of the Joint Venture Contract

      Either Tianwei Baobian or we may unilaterally terminate the joint venture contract if:

•  Tianwei Yingli or the other equity interest holder is bankrupt, enters into a liquidation or dissolution proceeding, ceases business or becomes incapable of repaying debts that are due,

•  an event of force majeure occurs and is continuing for over six months and the equity interest holders of Tianwei Yingli cannot find an equitable solution, or

•   Tianwei Yingli’s business license is terminated, cancelled or revoked.

      Under the joint venture contract, force majeure is defined as any event which (i) is beyond the control of the parties thereto, (ii) is not foreseeable, or if foreseeable, unavoidable and (iii) prevents either party from performing all or a material part of its respective obligations.

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      Under the PRC Company Law and other relevant PRC laws and regulations, the business license of a company may be terminated, cancelled or revoked by the relevant registration authority if such company:

•  obtains its company registration by making false statement of registered capital, submitting false certificates or by concealing material facts through other fraudulent means, and the registration authority deems such activities to be a material noncompliance with applicable laws and regulations;

•  fails to commence operation for more than six months without proper cause, or suspends operation on its own without proper cause for more than six consecutive months after commencement of operation;

•  conducts illegal activities jeopardizing the national security and social public interests;

•  engages in relevant business activities which require special permits or approval without obtaining such permits or approval, and the registration authority deems such activities to be a material noncompliance with applicable laws and regulations;

•  refuses to accept the annual inspection within the time limit, or conceals facts or resorted to deception during the annual inspection, and the registration authority deems such activities to be a material noncompliance with applicable laws and regulations; or

•  forges, alters, leases, lends or transfers its business license, and the registration authority deems such activities to be a material noncompliance with applicable laws and regulations.

      Under relevant PRC laws and regulations, Tianwei Yingli’s board of directors is required to establish a liquidation committee to carry out the liquidation of Tianwei Yingli upon the expiration or termination of the joint venture contract. The liquidation committee must conduct a thorough examination of Tianwei Yingli’s assets and liabilities. During the course of the liquidation proceedings, Tianwei Yingli may continue its existence, but may not conduct any business activities unrelated to the liquidation process. The proceeds from the liquidation of Tianwei Yingli’s assets must be used first to settle any and all of its outstanding debts, salaries, labor insurance and liquidation-related fees and taxes, and the balance of the proceeds must be distributed to Tianwei Yingli’s shareholders in proportion to their respective contributions to Tianwei Yingli’s registered capital. Upon completion of the liquidation, the liquidation committee must submit a liquidation report to relevant PRC authorities to effect deregistration and make a public announcement of the termination of the joint venture contract.

Dispute Resolution

      All disputes arising from or in connection with the existence, interpretation, validity, termination or performance of the joint venture contract are required to be submitted to the Hong Kong International Arbitration Center for final and binding arbitration in accordance with the arbitration rules of the United Nations Commission on International Trade Law then prevailing. Before an arbitration proceeding may be commenced, (1) the party seeking arbitration must send a written notice to the other party requesting arbitration and describing the nature of the dispute and (2) within 90 days of such notice Tianwei Baobian and we must have engaged in efforts to resolve the dispute amicably, but such efforts have failed.

Governing Law

      The execution, validity, interpretation and performance of the joint venture contract, as well as resolution of disputes under such contract, are governed by PRC law.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

      The following tables present the selected consolidated financial information of us and our predecessor, Tianwei Yingli. You should read this information together with the consolidated financial statements and related notes and information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. The historic results are not necessarily indicative of results to be expected in the future.

      Yingli Green Energy was incorporated on August 7, 2006. For the period from August 7, 2006 (date of inception) through September 4, 2006, Yingli Green Energy did not engage in any business or operations. On September 5, 2006, Yingli Group, an entity controlled by Mr. Liansheng Miao, our chairperson and chief executive officer, who also controls our controlling shareholder, Yingli Power, transferred its 51% equity interest in Tianwei Yingli to Yingli Green Energy. For further details on this transaction, see “Restructuring.” As Yingli Group and we were entities under common control at the time of the transfer, the 51% equity interest in Tianwei Yingli were recorded by us at the historical cost to Yingli Group, which approximated the historical carrying values of the assets and liabilities of Tianwei Yingli. For financial statements reporting purposes, Tianwei Yingli is deemed to be our predecessor for periods prior to September 5, 2006.

      The selected consolidated statement of income data and other consolidated financial data for the years ended December 31, 2004 and 2005 and for the period from January 1, 2006 through September 4, 2006 and the selected consolidated balance sheet data as of December 31, 2004 and 2005 and September 4, 2006 have been derived from the audited consolidated financial statements of our predecessor, Tianwei Yingli, included elsewhere in the prospectus. The selected consolidated statement of income data (other than per ADS data) and other consolidated financial data for the period from August 7, 2006 (date of inception) through December 31, 2006 and the selected consolidated balance sheet data as of December 31, 2006 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated financial statements of each of Yingli Green Energy and Tianwei Yingli have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP.

      The following selected consolidated statement of income data and other consolidated financial data for the year ended December 31, 2003 and the selected consolidated balance sheet data as of December 31, 2003 have been derived from Tianwei Yingli’s audited consolidated financial statements not included in this prospectus. The following selected consolidated statement of operations data and other consolidated financial data for the year ended December 31, 2002 and the selected balance sheet data as of December 31, 2002 have been derived from Tianwei Yingli’s unaudited consolidated financial statements not included in this prospectus.

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	Predecessor															Yingli Green Energy
													For the period from			For the period from
													January 1, 2006			August 7, 2006
	For the Year ended December 31,												through			through
													September 4,			December 31,
	2002			2003			2004			2005			2006			2006
	(in thousands of RMB, except per share and ADS data)
Consolidated Statement of Income Data
Net revenues		4,282			22,977			120,483			361,794			883,988			754,793
Gross profit		1,376			6,631			25,180			108,190			272,352			179,946
Income (loss) from operations		(1,894	)		4,324			13,744			83,675			234,631			132,288
Interest expense		(451	)		(192	)		(6,411	)		(5,278	)		(22,441	)		(25,789	)
Gain (loss) on debt extinguishment		—			—			—			2,165			—			(3,908	)
Income tax benefit/(expense)		27			(1,441	)		(1,221	)		(12,736	)		(22,546	)		(22,968	)
Minority interest		(30	)		14			76			36			76			(45,285	)
Net income (loss)		(2,342	)		2,942			6,089			65,954			186,223			30,017
Net income per share — basic(1)																	0.36
Net income per share — diluted(1)																	0.36
Net income per ADS — basic(1)																	—
Net income per ADS — diluted(1)																	—
Pro forma net income per share — basic(2)																	0.40
Pro forma net income per share — diluted(2)																	0.40
Pro forma net income per ADS — basic(2)
Pro forma net income per ADS — diluted(2)

	Predecessor											Yingli Green Energy
										For the period from		For the period from
										January 1, 2006		August 7, 2006
	For the Year Ended December 31,									through		through
										September 4,		December 31,
	2002			2003		2004		2005		2006		2006
	(in percentages)
Other Consolidated Financial Data
Gross profit margin		32.1	%		28.9%		20.9%		29.9%		30.8%		23.8	%
Operating profit (loss) margin		(44.2)	%		18.8%		11.4%		23.1%		26.5%		17.5	%
Net profit (loss) margin		(54.7)	%		12.8%		5.1%		18.2%		21.1%		4.0	%

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														Yingli Green
	Predecessor													Energy
	As of December 31,											As of		As of
												September 4,		December 31,
	2002			2003			2004			2005		2006		2006
	(in thousands of RMB)
Consolidated Balance Sheet Data
Cash		1,229			4,756			21,739			14,865		86,970		78,455
Restricted cash		14,243			3,936			727			14,870		8,862		321,780
Accounts receivable, net		4,447			5,783			6,120			40,505		54,118		281,921
Inventories		7,767			10,374			17,499			106,566		659,668		811,746
Prepayments to suppliers		1,327			6,452			12,617			123,452		349,735		134,823
Total current assets		30,676			36,138			62,437			335,372		1,272,347		1,725,885
Amounts due from related parties(3)		9,490			11,700			9,745			25,970		77,184		13,158
Goodwill		—			—			—			—		—		3,985
Intangible assets, net		—			—			375			285		—		206,938
Property, plant and equipment, net		73,097			107,084			120,980			341,814		409,310		583,498
Long-term prepayments to suppliers		—			—			—			—		—		226,274
Total assets		120,180			163,868			204,076			704,775		1,787,535		2,813,461
Short-term borrowings(4)		25,000			63,000			92,000			346,757		856,454		267,286
Borrowings from related parties		8,100			8,100			8,100			100,350		21,800		31,849
Accounts payable		8,501			16,382			14,514			32,801		131,690		123,225
Advances from customers		50			153			1,883			27,874		174,681		113,638
Total current liabilities		57,669			98,231			132,570			566,471		1,473,396		668,241
Mandatory convertible bonds payable to Yingli Power		—			—			—			—		—		362,530
Mandatory redeemable bonds payable to Yingli Power		—			—			—			—		—		293,110
Total liabilities		57,706			98,466			132,836			567,617		1,474,696		1,339,878
Minority interest		870			856			606			569		983		387,716
Series A and B preferred shares		—			—			—			—		—		1,017,337
Retained earnings		(8,776	)		(5,834	)		(1,021	)		52,212		190,013		23,048
Total owners’ / shareholder’s equity		61,604			64,546			70,634			136,589		311,856		68,530

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	For the Year ended
	December 31,
	2004		2005		2006
Consolidated operating data
PV modules sold (in megawatts)(5)		4.7		11.9		51.3
Average selling price of PV modules (per watt in US$)(6)		2.83		3.49		3.82

Notes:

(1)	Tianwei Yingli, our predecessor, is not a share-based company and had no outstanding shares for the periods presented, and therefore, we have not presented earnings per share for Tianwei Yingli.
(2)	To give effect to (i) the automatic conversion of all of our outstanding preferred shares into ordinary shares upon completion of this offering and (ii) the automatic conversion of all of our outstanding mandatory convertible bonds into ordinary shares upon completion of this offering, as if the conversion had taken place at date of issuance.
(3)	As of December 31, 2002, 2003, 2004 and 2005, September 4, 2006 and December 31, 2006, amounts due from related parties that were classified as current assets were RMB 1.0 million, RMB 3.3 million, RMB 1.3 million, RMB 26.0 million, RMB 77.2 million and RMB 13.2 million (US$1.7 million), respectively.
(4)	Includes loans guaranteed or entrusted by related parties, which amounted to RMB 10.0 million, RMB 51.0 million, RMB 80.0 million, RMB 234.0 million, RMB 784.0 million and RMB 233.0 million (US$29.9 million), as of December 31, 2002, 2003, 2004 and 2005, September 4, 2006 and December 31, 2006, respectively.
(5)	PV modules sold, for a given period, represents the total PV modules, as measured in megawatts, delivered to customers under the then effective supply contracts during such period.
(6)	We compute average selling price of PV modules per watt for a given period as the total sales of PV modules divided by the total watts of the PV modules sold during such period, and translated into U.S. dollars at the noon buying rate at the end of such period as certified by the United States Federal Reserve Board.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      You should read the following discussion and analysis of our financial condition and results of operations together with the section entitled “Selected Consolidated Financial and Operating Data,” and the consolidated financial statements and the related notes of us and our predecessor included elsewhere in this prospectus. The discussion in this section contains 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 “Risk Factors” and elsewhere in this prospectus.

      Yingli Green Energy was incorporated on August 7, 2006. On September 5, 2006, Yingli Group, an entity controlled by Mr. Liansheng Miao, our chairperson and chief executive officer, who also controls our controlling shareholder, Yingli Power, transferred its 51% equity interest in Tianwei Yingli to Yingli Green Energy. For further details on this transaction, see “Restructuring.” As Yingli Group and we were entities under common control at the time of the transfer, the 51% equity interest in Tianwei Yingli were recorded by us at the historical cost to Yingli Group, which approximated the historical carrying value of the assets and liabilities of Tianwei Yingli. For financial statements reporting purposes, Tianwei Yingli is deemed to be our predecessor for periods prior to September 5, 2006.

      In our discussion of the year ended December 31, 2006, we refer to certain line items or captions in the financial statements as “combined” for comparative purposes. These unaudited combined amounts represent the addition of the amounts for certain financial statement line items or captions of Tianwei Yingli, our predecessor, for the period from January 1, 2006 through September 4, 2006, and the amounts for the corresponding financial statement line items or captions of Yingli Green Energy, for the period from August 7, 2006 (date of inception) through December 31, 2006. For the period from August 7, 2006 through September 4, 2006, during which the financial statements of the predecessor and those of the Yingli Green Energy overlap, Yingli Green Energy did not engage in any business or operations. The unaudited combined financial data for the year ended December 31, 2006 do not comply with U.S. GAAP. We are including these unaudited combined amounts to supplementally provide information which we believe will be helpful to gaining a better understanding of our results of operations and improve the comparative analysis against the prior periods, each of which included a full fiscal year. These unaudited combined amounts do not purport to represent what our financial condition, results of operations or cash flows would have been in such periods if Yingli Group had transferred its 51% equity interest in Tianwei Yingli to us on January 1, 2006.

Overview

      We are one of the leading vertically integrated PV product manufacturers in China. Through Tianwei Yingli, our principal operating subsidiary based in China, we design, manufacture and sell PV modules, and design, assemble, sell and install PV systems. We sell PV modules to PV system integrators and distributors located in various market around the world, including Germany, Spain, China and the United States. Currently, we also sell PV systems primarily to customers in China.

      We conduct all of our operations through Tianwei Yingli. Tianwei Yingli was formed as a limited liability company established in China in August 1998 with Yingli Group as one of its initial shareholders. As part of a restructuring, Mr. Liansheng Miao, the controlling shareholder of Yingli Group, established Yingli Power in the British Virgin Islands and established us in the Cayman Islands as a wholly-owned subsidiary of Yingli Power, and on September 5, 2006, Yingli Group transferred all of its 51% equity interest in Tianwei Yingli to us for approximately RMB 134.6 million (US$17 million, as translated at the applicable rate at the historical transaction date) in cash. Subsequently we completed private placements of Series A preferred shares, Series B preferred shares, warrants, mandatory convertible bonds and mandatory redeemable bonds, and as a result, Mr. Liansheng Miao’s effective ownership percentage in us decreased from 100% to 56.70% on an as-converted, fully diluted basis immediately prior to this offering. Following such private placements and the equity contribution of proceeds from such private placements to Tianwei Yingli, our current ownership percentage in Tianwei Yingli’s equity interests is 62.13% and would increase to 70.11%

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upon the completion of PRC registration procedures for the equity contribution of US$118 million from the proceeds from certain private placements to the registered capital of Tianwei Yingli. See “Restructuring — Private Equity Investments and Other Financings Following the Restructuring.”

      Our production capacity and operations have grown significantly since we completed construction of our first manufacturing facilities for PV modules in 2002. We use most of the polysilicon ingots and wafers and PV cells we produce for the production of PV modules, which we sell to third party customers. We sold 4.7 megawatts, 11.9 megawatts and 51.3 megawatts of PV modules in 2004, 2005 and 2006, respectively.

      The most significant factors that affect our financial performance and results of operations are:

•  industry demand;

•  government subsidies and economic incentives;

•  capacity;

•  availability and price of polysilicon;

•  vertically integrated manufacturing capabilities;

•  competition and product pricing; and

•  manufacturing technologies.

Industry Demand

      Our business and revenue growth depend on the market demand for PV products. Although solar power technology has been used for several decades, the PV market grew significantly only in the past several years. According to Solarbuzz, the global PV market, as measured by annual PV system installation, increased from 345 megawatts in 2001 to 1,744 megawatts in 2006. Solarbuzz’s “Balanced Energy” forecast scenario forecasted global PV industry revenues and PV system installations to be US$18.6 billion and 4,177 megawatts in 2011, respectively. Demand tends to be lower in the first quarter than in the subsequent three quarters in a given year, primarily because of adverse weather conditions in our key markets, such as Germany, which complicate the installation of solar power systems. See “Business — Industry” for a more detailed discussion on the factors driving the growth of the PV industry and the challenges that it faces.

Government Subsidies and Economic Incentives

      We believe that the near-term growth of the market for PV products depends largely on the availability and size of government subsidies and economic incentives. Today, the cost of solar power substantially exceeds the cost of electrical power generated from conventional fossil fuels such as coal and natural gas. As a result, governments in many countries, including Germany, Spain, Italy, the United States, Japan and China, have provided subsidies and economic incentives for the use of renewable energy such as solar power to reduce dependency on conventional fossil fuels as a source of energy. These subsidies and economic incentives have been in the form of capital cost rebates, feed-in tariffs, tax credits, net metering and other incentives to end-users, distributors, system integrators and manufacturers of solar power products, including PV products. The demand for our PV modules and PV systems in our current, targeted or potential markets is affected significantly by these government subsidies and economic incentives. See “Business — Industry” for a more detailed discussion on the various forms of government subsidies and economic incentives.

Capacity

      In order to take advantage of the rapidly increasing market demand for PV products, we have expanded, and plan to continue to expand, our manufacturing capacity significantly. We started producing PV modules in 2002 with initial production capacity of three megawatts, polysilicon ingots and wafers in October 2003 with initial production capacity of six megawatts and PV cells in March 2004 with initial annual manufacturing capacity of three megawatts. In accordance with our business model of a vertically integrated PV product manufacturer, we expanded our manufacturing capacity for polysilicon ingots and wafers, PV

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cells and PV modules to 95 megawatts, 90 megawatts and 100 megawatts, respectively, as of the date of this prospectus.

      The size of production capacity has a significant bearing on the profitability and competitive position of PV product manufacturers. Increased production capacity generates greater revenues through the production and sales of more PV products and also contributes to reduced manufacturing costs through economies of scale. Achieving economies of scale from expanded production capacity is critical to our maintaining competitive position in the PV industry as manufacturers with greater economies of scale can obtain a greater market share of the PV products by offering their products at a more competitive price by virtue of their greater ability to obtain volume discounts from their raw material suppliers and have other bargaining leverage.

      We currently plan to expand our annual manufacturing capacity for each of polysilicon ingots and wafers, PV cells and PV modules to 200 megawatts during the first half of 2007, to 400 megawatts by the end of 2008 and to 600 megawatts by 2010 through a new construction project in Baoding, China. We expect that achieving the same level of manufacturing capacity for each of polysilicon ingots and wafers, PV cells and PV modules will improve our profit margins, as we will no longer need to engage third-party PV cell manufacturers to process a portion of our excess wafers into PV cells for us.

Availability and Price of Polysilicon

      High purity polysilicon and polysilicon scraps are the most important raw materials used in our manufacturing process. In 2003, we produced PV modules using PV cells purchased from third parties, and therefore in 2003, PV cells, not polysilicon, represented our principal cost of revenues.

      Over the past few years, polysilicon suppliers have been raising their prices and adding manufacturing capacity in response to growing demand from the PV and semiconductor industries. Our average purchase price of polysilicon per kilogram, calculated based on the total contract price for the quantity of polysilicon purchased under these contracts during the relevant period of time, has increased by 107% in 2005 compared to 2004 and by 186% in 2006 compared to 2005. We believe the average price of polysilicon will remain high in the near term compared to its historical levels. The increasing price of polysilicon has driven up our manufacturing costs in the past three years and may further drive up our manufacturing costs notwithstanding our continuing efforts to use polysilicon more efficiently.

      Building polysilicon manufacturing lines generally requires significant upfront capital commitment and it typically takes an average of 18 to 24 months to construct a manufacturing line and put it into production. As a result, polysilicon suppliers are generally willing to expand their production capacity only if they are certain of sufficient potential customer demand to justify such capital commitment. Therefore, polysilicon suppliers typically require customers to make a certain percentage of an initial advance payment followed by additional advance payments of the remaining balance in advance of shipment. As a result, the purchase of polysilicon has required, and will continue to require, us to make significant working capital commitments beyond the capital generated from our cash flows from operations. We are required to maintain adequate cash position to continue to support our purchases of raw materials.

      Our process technology enables us to increase our utilization of polysilicon scraps in the production of ingots and wafers. The price of polysilicon scraps has historically been significantly lower than the price of high purity polysilicon. However, due to the PV industry’s growing demand for polysilicon scraps, prices of polysilicon scraps have also been increasing.

      The increase in demand for polysilicon which outpaced the increase in polysilicon manufacturing capacity has caused polysilicon supply shortages in the PV industry since 2004, and we have from time to time experienced late or failed deliveries and supply shortages. To date, such late or failed deliveries and supply shortages have had no material effect on our output level. As the PV industry continues to grow, the availability of high purity polysilicon and polysilicon scraps will, to a large extent, determine the output of PV product manufacturers. Failure to obtain sufficient quantities of high purity polysilicon and polysilicon scraps could limit our ability to expand our manufacturing capacity as currently planned and consequently

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decrease our revenues. We expect that the supply of high purity polysilicon and polysilicon scraps will continue to be tight in the near future.

      In order to secure adequate and timely supply of high purity polysilicon and polysilicon scraps, we have entered into various purchase agreements and memorandums of understanding with local and foreign suppliers, including the world’s major polysilicon suppliers. We have concluded, and are in the process of negotiating, new contracts with our major suppliers to secure the supply for the majority of polysilicon required for the current capacity and the additional capacity planned for 2007. However, we cannot assure you that we will be able to secure sufficient quantities of polysilicon and polysilicon scraps to support the expansion of our manufacturing capacity as currently planned. See “Risk Factors — Risks Related to Us and the PV Industry — We are currently experiencing and may continue to experience an industry-wide shortage of polysilicon. Our failure to obtain sufficient quantities of polysilicon in a timely manner could disrupt our operations, prevent us from operating at full capacity or limit our ability to expand as planned, which will reduce, and limit the growth of, our manufacturing output and revenue.”

      Historically, the effect of the increase in the cost of polysilicon has been partially offset by our greater scalability of operations, increasingly efficient use of polysilicon and improvements in our process technologies and increased price of PV modules. As a result, despite the sharp increases in the cost of polysilicon, our cost of revenues for the sale of PV modules as a percentage of net revenues from the sale of PV modules, decreased from 79.5% in 2004 to 69.8% in 2005, and increased to 71.9% in 2006. However, we cannot assure you that we will be able to continue to absorb the rising cost of polysilicon in the future.

Vertically Integrated Manufacturing Capabilities

      We believe our vertically integrated business model offers us several advantages, particularly in areas of cost reduction and quality control, over our competitors that depend on third parties to source core product components. First, the vertical integration enables us to capture margins at every stage of the PV product value chain in which we are engaged. Second, by streamlining our manufacturing processes, we can reduce production costs and costs associated with toll manufacturing, packaging and transportation as well as breakage loss that occurs during shipment between various production locations associated with toll manufacturing arrangements. Toll manufacturing is a type of contract manufacturing frequently used in the PV industry, under which part of the manufacturing process is outsourced to qualified third parties, or toll manufacturers. The raw materials used by toll manufacturers are usually supplied by the outsourcing company in order to control sourcing quality. In our case, toll manufacturing arrangements have been limited to sending a portion of our wafers to third-party PV cell manufacturers and receiving PV cells from them in return. We pay the toll manufacturers a processing fee for such toll manufacturing services. Third, we control operations at substantially all stages of the PV value chain, including research and development, which enables us to more closely monitor the quality of our PV products from start to finish, and design and streamline our manufacturing processes in a way that enables us to leverage our technologies more efficiently and reduce costs at each stage of the manufacturing process. We believe that the synergy effect from our vertically integrated business model has enabled us to reduce the quantity of polysilicon we use to make PV modules, improve the conversion efficiency of our PV cells and reduce the lead time needed to fulfill our customer orders.

Competition and Product Pricing

      PV modules, which are currently our principal products, are priced primarily on the basis of the number of watts of electricity they generate and the market price per watt for PV modules. We price our PV modules based on the prevailing market prices at the time we enter into sales contracts with our customers or as our customers place their purchase orders with us, taking into account various factors including, among others, the size of the contract or the purchase order, the strength and history of our relationship with a particular customer and our polysilicon costs. We believe that the quality of our PV products and our low-cost manufacturing capabilities have enabled us to price our products competitively and will further provide us with flexibility in adjusting the price of our products without significantly affecting our profit margins.

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      Since 2003, the average selling price for PV modules has been rising across the industry, due to the high demand for PV modules as well as rising polysilicon costs during the same period. Correspondingly, the average selling price per watt of our PV modules increased from US$2.83 in 2004 to US$3.49 in 2005 and to US$3.82 in 2006 (each computed as the total sales of PV modules divided by the total watts of the PV modules sold during a given period, and translated into U.S. dollars at the noon buying rate at the end of such period as certified by the United States Federal Reserve Board). However, we expect that the prices of PV products, including PV modules, will decline over time due to increased supply of PV products, reduced manufacturing costs from economies of scale, advancement of manufacturing technologies and cyclical downturns in the price of polysilicon. Fluctuations in prevailing market prices may have a material effect on the prices of our PV modules and our profitability, particularly if the price of PV modules declines or if the price of PV modules rises at a slower pace than the cost of polysilicon increases.

      We sell our PV modules primarily through sales contracts with a term of less than one year and are obligated to deliver PV modules according to pre-agreed prices and delivery schedules. We typically require our customers to pay a certain percentage of the purchase price as advance payment within a short period after signing the sales contracts. Some of our customers make advance payment of another portion of the purchase price within a short period before we ship the goods. The percentage of advance payments varies depending on the credit status of our customers, our relationship with the customers, market demand and the terms of a particular contract.

Manufacturing Technologies

      The advancement of manufacturing technologies is important in increasing the conversion efficiency of PV cells and reducing the production costs of PV products. Because PV modules are priced based on the number of watts of electricity they generate, higher conversion efficiency generally leads to higher revenues from the sale of PV modules.

      We are continuously developing advanced manufacturing technologies to increase the conversion efficiency of our PV cells. We employ a number of techniques to reduce our production costs while striving to reach a PV cell conversion efficiency ratio that is on par with or above an acceptable range. First, we use multicrystalline polysilicon, which is less expensive than monocrystalline polysilicon for our feedstock. While multicrystalline polysilicon tends to yield lower conversion efficiency than monocrystalline polysilicon, we believe cost savings from the use of multicrystalline polysilicon outweigh the reduced level of conversion efficiency. Second, we use polysilicon feedstock that mixes high purity polysilicon with polysilicon scraps, which is substantially less expensive than high purity polysilicon, at a ratio which we believe yields an optimal balance of cost and quality. Third, our research and development team continues to focus on finding ways to improve our manufacturing technology and reduce manufacturing costs without compromising the quality of our products.

Net Revenues

      We currently derive net revenues from three sources:

•  Sales of PV modules, which are currently our principal source of revenues and are primarily driven by market demand as well as our production capacity;

•  Sales of PV systems, which consist of sales of PV systems and related installation services;

•  Other revenues, which consist primarily of sales of raw materials and to a lesser extent, sales from processing PV cells into PV modules for third-party vendors. Sales of raw materials consist of sales of polysilicon scraps that are originally purchased by us but are not used in our manufacturing process because they are found to be of substandard quality for our products. We currently sell such materials to third parties at a profit due to industry-wide shortage for polysilicon but we cannot assure you that we will continue to be able to do so in the future. We do not expect to enter into similar processing arrangements to a significant degree once we attain parity in production capacity for different phases of our product value chain.

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      The following table sets forth each revenue source as a percentage of total consolidated net revenues for the periods indicated.

		For the year ended December 31,
		2004				2005				2006(1)
		RMB				RMB				RMB		US$
		(in thousands, except percentages)
Net revenues:
	Sales of PV modules		108,784	90.3	%		334,013	92.3	%		1,530,585		196,126	93.4	%
	Sales of PV systems		8,795	7.3			8,092	2.2			15,227		1,951	0.9
	Other revenues		2,904	2.4			19,689	5.5			92,969		11,913	5.7
Total net revenues			120,483	100.0	%		361,794	100.0	%		1,638,781		209,990	100.0	%

Note:

(1)  Represents the addition of the amounts for the specified line items of Tianwei Yingli, our predecessor, for the period from January 1, 2006 through September 4, 2006 and the amounts for the corresponding line items of Yingli Green Energy, for the period from August 7, 2006 (date of inception) through December 31, 2006. The presentation of such combined financial data for the year ended December 31, 2006 is not in accordance with U.S. GAAP. For the period from August 7, 2006 (date of inception) through September 4, 2006, during which the financial statements of the predecessor and those of Yingli Green Energy overlap, Yingli Green Energy did not engage in any business or operations.

     Our net revenues are net of business tax, value-added tax, city construction tax, education surcharge and returns and exchanges of products. Key factors affecting our net revenues include the average selling price per watt and wattage of our PV modules sold.

      We have been dependent on a limited number of customers for a significant portion of our revenues. In 2004, 2005 and 2006, sales to customers that individually exceeded 10% of our consolidated net revenues accounted for 35.1%, 38.7% and 38.9% of our consolidated net revenues, respectively. Our largest customers have changed from year to year due to the rapid growth of the sales of our PV modules, our diversification into new geographic markets and our ability to find new customers willing to place large orders with us. Customers whose purchases accounted for 10.0% or more of our consolidated net revenue were Conergy, Sunline and Inceisa, one of our Series B preferred shareholders, in 2006.

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      We currently sell most of our PV modules to customers located in Europe, with a substantial majority sold to Germany. The following table sets forth our total consolidated net revenues by geographic region for the periods indicated:

			Year ended December 31,
			2004						2005						2006(1)
			Total			% of total			Total			% of total									% of total
Country			sales			revenues			sales			revenues			Total sales						revenues
			RMB						RMB						RMB			US$
			(in thousands, except percentages)
Europe:
	Germany			80,462			66.8	%		238,984			65.5	%		1,009,675			129,378			61.2	%
	Spain			—			0.0			28,501			7.8			236,069			30,249			14.3
	Others			6,476			5.3			28,557			7.9			88,453			11,334			5.4
		Subtotal — Europe		86,938			72.1			296,042			81.2			1,334,197			170,961			80.9
China				28,791			23.9			57,292			15.7			80,968			10,375			4.9
Hong Kong				—			—			—			—			154,585			19,808			9.4
United States				—			—			6,462			1.8			40,577			5,199			2.5
Other regions				4,761			4.0			4,985			1.3			39,816			5,103			2.3
Total revenues				120,490			100.0	%		364,781			100.0	%		1,650,143			211,446			100.0	%
Sales tax and surcharge				(8	)					(2,987	)					(11,362	)		(1,456	)
Total net revenues				120,482						361,794						1,638,781			209,990

Note:

(1)  Represents the addition of the amounts for the specified line items of Tianwei Yingli, our predecessor, for the period from January 1, 2006 through September 4, 2006, and the amounts of the corresponding line items of Yingli Green Energy, for the period from August 7, 2006 (date of inception) through December 31, 2006. The presentation of such combined financial data for the year ended December 31, 2006 is not in accordance with U.S. GAAP. For the period from August 7, 2006 (date of inception) through September 4, 2006, during which the financial statements of the predecessor and those of Yingli Green Energy overlap, Yingli Green Energy did not engage in any business or operations.

     All of our net revenues from sales of PV systems are currently derived from China. In 2003, we were awarded a large-scale, government-sponsored stand-alone PV system project in the Western China. This project, known as the “Electrification Project for Townships in The Western China,” was a government-sponsored project for installation of stand-alone PV systems, for which we installed nine solar power stations in Sichuan Province with total power output of approximately 0.9 megawatts from 2003 to 2004.

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Cost of Revenues and Operating Expenses

      The following table sets forth our gross profit margins, operating profit margins and cost of revenues and operating expenses as percentages of our total net revenues for the periods indicated:

		Year ended December 31,
		2004				2005				2006(1)
		RMB				RMB				RMB		US$
		(in thousands, except percentages)
Total net revenues			120,483	100.0	%		361,794	100.0	%		1,638,781		209,990	100.0	%
Cost of revenues:
	Cost of PV module sales		86,502	71.8			233,194	64.5			1,100,372		140,999	67.1
	Cost of PV system sales		6,633	5.5			6,292	1.7			10,939		1,402	0.7
	Cost of other revenues		2,168	1.8			14,118	3.9			75,172		9,633	4.6
Total cost of revenues			95,303	79.1			253,604	70.1			1,186,483		152,034	72.4
Gross profit			25,180	20.9			108,190	29.9			452,298		57,956	27.6
Operating expenses:
	Selling expenses		1,027	0.9			3,546	1.0			15,459		1,981	0.9
	General and administrative expenses		7,459	6.2			19,178	5.3			46,784		5,995	2.9
	Research and development expenses		2,950	2.4			1,791	0.5			23,136		2,964	1.4
Total operating expenses			11,436	9.5			24,515	6.8			85,379		10,940	5.2
Income from operations			13,744	11.4	%		83,675	23.1	%		366,919		47,016	22.4	%

Note:

(1)  Represents the addition of the amounts for the specified line items of Tianwei Yingli, our predecessor, for the period from January 1, 2006 through September 4, 2006, and the amounts for the corresponding line items of Yingli Green Energy, for the period from August 7, 2006 (date of inception) through December 31, 2006. The presentation of such combined financial data for the year ended December 31, 2006 is not in accordance with U.S. GAAP. For the period from August 7, 2006 (date of inception) through September 4, 2006, during which the financial statements of the predecessor and those of Yingli Green Energy overlap, Yingli Green Energy did not engage in any business or operations.

Cost of Revenues

      Our cost of PV module sales consists primarily of:

•  Polysilicon. The cost of high-purity polysilicon and polysilicon scraps is the largest component of our total cost of revenues. We purchase polysilicon from various suppliers, including silicon manufacturers and distributors.

•  Other raw materials. Other raw materials include crucibles, silicon carbides, cutting fluid, steel cutting wires, alkaline detergents, metallic pastes, laminate materials, silica gel, tempered glass, aluminum frames, solder, junction boxes, cables, connectors and other chemical agents and electronic components.

•  Toll manufacturing. We process silicon raw materials into ingots and produce wafers, PV cells and PV modules in-house. As our PV cell production capacity used to be less than the production capacities for our wafers and PV modules, we used to send a portion of excess wafers to third-party PV cell manufacturers and receive PV cells from them under toll manufacturing arrangements which are then used to produce our PV modules. As our PV cell production has reached the same level as our wafer and PV module production through the ramp-up of our production capacity, we have terminated these toll manufacturing arrangements. The cost of producing PV cells through a toll manufacturing arrangement is typically higher than the cost of producing them in-house.

•  Direct labor. Direct labor costs include salaries and benefits for personnel directly involved in the manufacturing activities.

•  Overhead. Overhead costs include utilities, maintenance of production equipment, land rental expenses and other ancillary expenses associated with the manufacturing activities.

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•  Depreciation of property, plant and equipment. Depreciation of property, plant and equipment is provided on a straight-line basis over the estimated useful life, which is 30 years for buildings, eight to ten years for machinery and motor vehicles and four to five years for electronic equipment and furniture and fixtures, taking into account their estimated residual value. Due to our capacity expansion, depreciation in absolute terms has increased significantly. We expect this trend to continue as we continue to expand our manufacturing capacity and build new facilities to attain manufacturing capacity at 600 megawatts for each of polysilicon ingots and wafers, PV cells and PV modules by 2010.

•  Warranty cost. Our PV modules are typically sold with a two-year limited warranty for defects in materials and workmanship, and a ten-year and 25-year limited warranty against declines of more than 10.0% and 20.0%, respectively, from the initial power generation capacity at the time the product is sold. We maintain warranty reserves to cover potential liabilities that could arise under these warranties. Such warranties require us to fix or replace the defected products. We currently accrue the equivalent of 1% of net revenues as warranty reserves. We have not experienced significant warranty claims since we started selling PV modules in January 2003. For the periods ended December 31, 2004, 2005 and 2006, we recorded warranty expense of RMB 1.2 million, RMB 3.5 million and RMB 15.7 million (US$2.0 million), respectively.

      The cost of PV systems includes the costs of PV modules, batteries, inverters, other electronic components and related materials and labor.

      Our cost of revenues is affected primarily by our ability to control raw material costs, achieve economies of scale in our operations and manage our vertically integrated product chain efficiently, which includes our prudent use of toll manufacturing arrangements to fill potential shortfalls in production capacity along the product chain until the disparity between our wafer production capacity and the PV cell production capacity is resolved. Furthermore, we balance automation and manual operation in our manufacturing process, and have been able to increase operating efficiencies and expand our manufacturing capacity cost effectively.

Gross Profit and Gross Margin

      Our gross profit is affected by a number of factors, including the average selling prices for our PV products, the cost of polysilicon, product mix, economies of scale and benefits from vertical integration and our ability to cost-efficiently manage our raw material supply. Our gross profit increased from RMB 25.2 million in 2004 to RMB 108.2 million in 2005 and to RMB 452.3 million (US$58.0 million) 2006, while our gross profit margin changed from 20.9% in 2004 to 29.9% in 2005 and to 27.6% in 2006. The increase in gross margin from 2004 and 2005 was primarily due to improved economies of scale, higher operating efficiency and the advancement of process technologies, the effect of which was partially offset by the increase in the cost of polysilicon. The decrease in gross margin from 2005 to 2006 was primarily due to a sharp increase in the cost of polysilicon, which outpaced cost reduction from the improved economies of scale and advancements in our process technologies.

      We may continue to face margin compression pressure in the sales of PV modules due to the increase in the market price of polysilicon and intense competition in the PV module market. We have been able to alleviate some of the margin pressure by manufacturing polysilicon ingots using a higher proportion of cheaper low-purity silicon materials. Furthermore, we believe that as our PV business expands and attains parity in production capacity for different phases of our product value chain, economies of scale and benefits from vertical integration, among other factors, will have a positive effect on our gross profit margins over time.

Operating Expenses

      Our operating expenses consist of:

•  Selling expenses, which consist primarily of advertising costs, packaging and shipping costs, salaries and employee benefits of sales personnel, sales-related travel and entertainment expenses, amortization

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	of intangible assets (including backlog and customer relationships) and other selling expenses. We expect that our selling expenses will increase in the near term as we increase sales efforts, hire additional sales personnel, target new markets and initiate additional marketing programs to build up our brand. However, we expect that the growth in net revenues will outpace the growth in selling expenses and increase the gross margin over time.
•	General and administrative expenses, which consist primarily of salaries and benefits for our administrative and finance personnel, bad debt expense, other travel and entertainment expenses, bank charges, amortization of technical know-how and depreciation of equipment used for administrative purposes. We expect the general and administrative expenses will increase in the near term as a percentage of net revenue as we hire additional personnel and incur professional expenses to support our operations as a listed company in the United States. However, we expect that general and administrative expenses will decrease as a percentage of net revenues over time as we achieve greater economies of scale.
•	Research and development expenses, which consist primarily of costs of raw materials used in research and development activities, salaries and employee benefits for research and development personnel, and prototype and equipment costs relating to the design, development, testing and enhancement of our products and manufacturing process. We are a party to several research grant contracts with the PRC government under which we receive funds for specified costs incurred in certain research projects. We record such amounts as a reduction to research and development expenses when the related research and development costs are incurred. We expect our research and development expenses (not adjusted for offsets by government grants) to increase as we place a greater strategic focus on PV system sales in overseas markets and as we continue to hire additional research and development personnel and focus on continuous innovation of process technologies for our PV products, including improving the technical know-how to produce ingots and wafers with a higher proportion of polysilicon scraps without compromising the conversion efficiency of our PV cells and modules. We conduct our research and development, design and manufacturing operations in China, where the costs of skilled labor, engineering and technical resources, as well as land, facilities and utilities, tend to be lower than those in more developed countries.

Taxation

      Under current laws of the Cayman Islands, we are not subject to income or capital gains tax. Additionally, dividend payments made by us are not subject to withholding tax in the Cayman Islands.

      Tianwei Yingli, which is registered and operates in a “national high-tech zone” in Baoding, China, qualifies as a “high and new technology enterprise” under the FIE Income Tax Law and as a result has been entitled to a preferential income tax rate of 15.0% through 2007. In accordance with the FIE Income Tax Law and the related implementing rules, as a foreign invested enterprise primarily engaged in manufacturing, Tianwei Yingli is entitled to a two-year exemption from the 15.0% enterprise income tax for its first two profitable years following its conversion into a Sino-foreign equity joint venture company, which are currently expected to be 2007 and 2008 for purposes of relevant PRC tax regulations. Tianwei Yingli will thereafter be entitled to a preferential enterprise income tax rate of 7.5% for the succeeding three years, or until 2011. Yingli Green Energy would also be exempted from the withholding tax on dividends it receives from Tianwei Yingli.

      On March 16, 2007, the PRC Enterprise Income Tax Law was enacted, and will become effective on January 1, 2008 when the FIE Income Tax Law and the Enterprise Income Tax Provisional Regulations of the PRC are scheduled to expire. Under the PRC Enterprise Income Tax Law, Yingli Green Energy may be considered a “resident enterprise” and therefore be subject to the PRC enterprise income tax at the rate of 25% on its global income. However, under the PRC Enterprise Income Tax Law, Tianwei Yingli will continue to be entitled to the two-year exemption and three-year half reduction preferential treatment with respect to enterprise income tax for the period from 2007 to 2011 or, if it fails to record profits in 2007, it will continue to be entitled to such exemption and preferential treatment for the period from 2008 to 2012.

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Under the PRC Enterprise Income Tax Law, Tianwei Yingli will be exempted from the enterprise income tax for its first two profitable years following its conversion into a Sino-foreign equity joint venture company, which are currently expected to be 2007 and 2008. Assuming that Tianwei Yingli qualifies as a “high and new technology enterprises strongly supported by the State” and that Tianwei Yingli records profit in 2007, it will be entitled to a preferential income tax rate of 7.5% from 2009 until 2011 and the preferential income tax rate of 15% will be applicable to Tianwei Yingli starting from 2012. If Tianwei Yingli fails to qualify as a “high and new technology enterprises strongly supported by the State” under the PRC Enterprise Income Tax Law, it will be entitled to a preferential income tax rate of 12.5% from 2009 until 2011 and the standard tax rate of 25% will be applicable to Tianwei Yingli starting from 2012. As a result of the new tax law and regulations, Tianwei Yingli’s effective tax rate may increase in the future.

Critical Accounting Policies

      We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgements, estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the end of each reporting period and (iii) the reported amounts of revenues and expenses during each reporting period. We continually evaluate these estimates and assumptions based on historical experience, knowledge and assessment of current business and other conditions, expectations regarding the future based on available information and reasonable assumptions, which together form a basis for making judgments about matters not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements as their application places the most significant demands on the judgment of our management.

     Significant Factors, Assumptions and Methodologies Used In Determining the Fair value of Series A and B preferred shares and warrants

      We issued 8,081,801 Series A preferred shares at US$2.10 with a detachable warrant to purchase 678,811 ordinary shares at US$2.10, or Series A warrant. We also issued 20,268,872 Series B preferred shares at US$4.835 per share with detachable warrants to purchase 2,112,057 ordinary shares at US$0.01, or Series B warrants, to certain Series B preferred shareholders. In addition, in conjunction with the repayment of a convertible loan issued by Tianwei Yingli to China Foreign Economics and Trade & Investment Co., Ltd., we issued a warrant, or the Sunshine warrant, to purchase 2,068,252 of our ordinary shares at an exercise price of US$4.835 per share to China Sunshine Investment Co., Ltd.

      The net proceeds received from the issuance of Series A preferred shares with a detachable warrant were allocated to the Series A preferred shares and Series A warrant based on their relative fair value of US$2.08 per share and US$0.31 per share, respectively. The net proceeds received from the issuance of Series B preferred shares with detachable warrants were allocated to the Series B preferred shares and Series B warrants based on their relative fair values of US$4.79 per share and US$0.42 per share, respectively. For purposes of allocating the net proceeds received from the Series A and Series B preferred shares that were issued with detachable warrants, the methods and assumptions used in determining the fair values of the preferred shares and warrants on a stand-alone basis are described below.

      In determining the fair value of the preferred shares, we considered the guidance prescribed by the AICPA Audit and Accounting Practice Aid “Valuation of Privately-Held-Company Equity Securities Issued as Compensation,” or Practice Aid. Specifically, paragraph 16 of the Practice Aid sets forth the preferred types of valuation that should be used. We followed the “level A” recommendation, the most preferred valuation method recommended by the Practice Aid. The stand-alone fair value of Series A and B preferred shares that were issued with detachable warrants was determined based on a contemporaneous valuation made by us with the assistance of an independent valuation firm American Appraisal China Limited, or American Appraisal. The following describes the methodology and major assumptions used by us for such valuation.

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      Since our capital structure comprised of preferred shares and ordinary shares at each measurement date, we allocated our enterprise value between each class of equity using an option pricing method. The option pricing method treats ordinary shares and preferred shares as call options on the enterprise value, with exercise prices based on the liquidation preference of the preferred shares.

      In determining our enterprise value at each measurement date, we used a weighted average equity value derived by using a combination of the income approach (discounted cash flow method) and the market approach (guideline company method) and applied a 40% weight to the market approach and a 60% weight to the income approach to arrive at the fair value. There was no significant difference between the enterprise value of our valuation derived using the income approach and the enterprise value derived using the market approach.

      For the market approach, we considered the market profile and performance of eleven guideline companies with businesses similar to those of us. We used information from the eleven listed guideline companies to derive market multiples. The eleven guideline companies identified were: Energy Conversion Devices, Inc, E-Ton Solar Tech Co Ltd, Suntech Power Holdings Co Ltd, Solar Fabrik AG, Sunways AG, Solarworld AG, Solon AG, Q-Cells AG, Motech Industries Inc, SunPower Corporation, Ersol Solar Energy AG. We then calculated the following three multiples for the guideline companies: enterprise value to sales multiple, enterprise value to earnings before interest, tax, depreciation and amortization, or EBITDA, multiple and enterprise value to earnings before interest and tax, or EBIT, multiple. Due to the different growth rates, profit margins and risk levels of us and the guideline companies, price multiple adjustments were made. We used the 2007 adjusted median price multiples of the guideline companies in the valuation of our enterprise value. Estimated sales, EBITDA and EBIT of the guideline companies for 2007 were extracted from Institutional Brokers Estimate System (I/ B/ E/ S) Earning Estimates, Bloomberg.

      For the income approach, we utilized a discounted cash flow, or DCF, analysis based on our projected cash flows from 2006 through 2010. We used a weighted average cost of capital, or WACC, of 20% as of September 28, 2006 and 18% as of December 20, 2006, based on the WACC of the guideline companies.

      We also applied a discount for lack of marketability or LOMD of 17% as of September 28, 2006 and 11% as of December 20, 2006 to reflect the fact that there is no ready market for shares in a closely held company like us. Because ownership interests in closely held companies are typically not readily marketable compared to similar public companies, management believes, a share in a privately held company is usually worth less than an otherwise comparable share in a publicly held company and therefore applied a discount for the lack of marketability of the privately held shares. When determining the discount for lack of marketability, the Black-Scholes option model was used. Under option pricing method, the cost of the put option, which can hedge the price change before the privately held shares can be sold, was considered as a basis to determine the discount for lack of marketability. The option pricing method was used because this method takes into account certain company-specific factors, including the size of our business and volatility of the share price of comparable companies engaged in the same industry. Volatility of 58% as of September 28, 2006 and 47% as of December 20, 2006 by using the mean of volatility of the guideline companies used in the market approach.

      Based on valuation performed by us with the assistance of American Appraisal, the estimated fair value per share of Series A preferred shares as of September 28, 2006 was US$2.40 and the estimated fair value per share of Series B preferred shares as of December 20, 2006 was US$5.38.

      With respect to the valuation of Series B preferred shares, the estimated stand alone fair value of US$5.38 using the valuation techniques discussed above reasonably approximated the US$4.835 per share paid by third party investors for Series B preferred shares that were issued without any detachable warrants. Management believes that the difference between the fair value determined by us with the assistance of American Appraisal and the US$4.835 was within a tolerable range of reasonableness. In addition, had we utilized the US$4.835 for purposes of determining the relative fair value of the Series B preferred shares issued with warrants, the impact to our results of operations and income available to ordinary shareholders would have been immaterial. Given the subjective nature of various assumptions and estimates that are

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required to determine the fair value of preferred shares of a privately held company, the Company believes that the assumptions and methodology utilized were appropriate and reasonable.

      The relative fair value assigned to the Series A warrant, Series B warrants and the stand-alone value Sunshine warrant was approximately US$211,341 (RMB1,671,432), US$850,482 (RMB 6,650,603) and US$496,000 (RMB3,908,381), respectively. We determined the stand-alone per share fair value of the Series A warrant and Series B warrants was US$0.36 and US$0.48 (after a 90% discount), respectively. The fair values of these warrants using the Black-Scholes option pricing model. The significant estimates and assumptions used to value these warrants are as follows:

	Series A warrant		Series B warrants		Sunshine warrant
Fair value of ordinary shares at issuance date	US$	2.04	US$	4.74	US$	4.74
Expected warrant term		0.59 year		0.28 year		0.12 year
Expected volatility		58%		47%		42%
Risk-free interest rate		5.04%		5.05%		5.20%
Expected dividend rate		0%		0%		0%

      We injected to Tianwei Yingli a portion of the proceeds from the issuance of the Series B preferred shares in the form of a shareholder loan from us to Tianwei Yingli. The Series B warrants are subject to cancellation and return features upon the conversion of such shareholder loan into an equity interest in Tianwei Yingli following relevant PRC regulatory approvals and completion of related procedural formalities. Based on our successful experience in two prior rounds of private placements, namely in connection with the Series A preferred shares and the mandatory convertible and redeemable bonds, in obtaining similar regulatory approvals for capital increases in Tianwei Yingli, we believe that the probability of obtaining the requisite regulatory approvals for the capital increase related to the Series B preferred shares, which would result in automatic cancellation of the Series B warrants, is 90%. Accordingly, the fair value of the Series B warrants determined utilizing Black-Scholes option pricing model was discounted by 90% to take into account our estimate of the probability of the warrants not being exercised and therefore cancelled. In addition, the Company believes the 90% discount reflects our assumptions based on the best information available in the circumstances, of what the Series B preferred shareholders considered in accepting the terms of the warrants.

      The expected volatility of our future ordinary share price was based on the price volatility of the shares of 11 comparable companies in the PV manufacturing business, which are listed and publicly traded over the most recent period, equal to the expected maturity period of the issued warrants. These companies were used for comparative purposes because we did not have a trading history at the time the warrants were issued and therefore did not have sufficient share price history to calculate our own historical volatility. The selection of such comparable companies is highly subjective. The estimated fair value of our ordinary shares on the date of grant was determined by valuations performed by us with the assistance of American Appraisal, supplemented by the forecasted profitability and cash flows of our business.

      We believe that the increase in the fair value of our ordinary shares since the issuance of Series A preferred shares at US$2.04 on September 28, 2006 to the issuance of Series B preferred shares at US$4.74 on December 20, 2006, is attributable to the following significant factors and events occurred between September 28, 2006 and December 20, 2006:

•  in November 2006, we successfully completed the issuance of mandatory redeemable bonds and mandatory convertible bonds for an aggregate principal amount of US$85 million, which were used primarily to purchase 150 tons of polysilicon in November and December 2006 and satisfy US$32.6 million of prepayment obligations payable in December 2006 under two long-term polysilicon supply contracts with Wacker Chemie AG. The execution of these contracts and other bulk purchases improved our ability to secure the requisite amount of polysilicon and supported the credibility of our output projections and our confidence to obtain necessary polysilicon supply for 2007 and onwards, which in turn helped to improve our valuation from the time of the issuance of the

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	Series A preferred shares in September 2007 to the time of the issuance of the Series B preferred shares in December 2006;
•	in November 2006, we entered into a large sales contract with Acciona Energía, S.A., one of our key customers in Spain, for the delivery of an aggregate of 42 megawatts of PV modules until 2008, which helped to further strengthen our competitive position, improve the accuracy of our average selling price projections, further justify our capacity expansion plan and support our revenue projections. Such contract may not be unilaterally terminated by Acciona, except in limited circumstances, such as bankruptcy of us or a breach of the contract which remains uncured for 60 days after notice thereof;
•	the prices of polysilicon we were able to obtain under these long-term polysilicon supply contracts also supported our belief that the polysilicon price over the long term would fall significantly and, as a result, our gross profit margin would improve over the long term;
•	we were able to hire the chief financial officer, chief operating officer, chief technology officer and financial controller, who helped us to enhance our management capabilities and to execute our business plan; and
•	in light of the greater immediacy of our public offering and the paucity of successful initial public offerings by issuers with principal operating subsidiaries in China from September 2006 through December 2006, we adjusted down the weighted average cost of capital by 2% from September 2006 through December 2006 as the cost of equity had been reduced.

      In addition, we believe the increase in the fair value of our ordinary shares is consistent with the increase in the price paid by third party investors for our shares from US$2.10 per ordinary share, as determined by the Series A preferred investor in September 2006, to US$4.835 per share ordinary share, as determined by the Series B preferred investor in December 2006, each based on the initial conversion rates of one Series A preferred share per ordinary share and one Series B preferred share per ordinary share. We believe that the increase in the consideration paid by third-party investors for our shares was indicative of an increase in our enterprise value as recognized by third parties.

Warranty Cost

      Our PV modules are typically sold with a two-year limited warranty for defects in materials and workmanship, and a 10-year and 25-year limited warranty against declines of more than 10.0% and 20.0% of initial power generation capacity, respectively. Our PV system sales are typically sold with a one- to five-year warranty against defects in our modules, storage batteries, controllers and inverters. We provide for the estimated cost of each warranty at the time revenue is recognized. However we bear the risk of warranty claims long after we have sold our products and recognized revenues. Because we have sold PV modules only since January 2003, and none of our PV modules has been in use for more than five years, we have a limited warranty claim period. We perform industry-standard testing to test the quality, durability and safety of our products. As a result of such tests, we believe the quality, durability and safety of our products are within industry norms. Based on the results of the industry standard testing and consideration given to the warranty accrual practice of other companies in the same business, we record the equivalent of 1% of net revenues as a warranty liability to accrue the estimated cost of our warranty obligations. Actual warranty costs will depend on a variety of factors including actual failure rates, material and product delivery cost at time of failure, and other costs incurred to fulfill the obligation to replace or repair the product. To the extent that warranty costs differ significantly from the estimates, we will revise our warranty provisions accordingly. Any such revisions to our accrued warranty liability will affect our results of operations in the period the revision is made as well as subsequent periods to the extent the amount of estimated warranty provisions of 1% of related sales revenues is adjusted.

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Long-lived Assets

      As of December 31, 2006, our intangible assets primarily consisted of technical know-how, customer relationships, long-term supplier agreements and trademarks that were acquired in connection with our acquisitions of minority interests of 2.98% and 8.15% in Tianwei Yingli on November 20, 2006 and December 18, 2006, respectively. We allocate the purchase price to the assets acquired and liabilities assumed based on their estimated fair value on the date of acquisition, which we refer to as the purchase price allocation. As part of the purchase price allocation, we are required to determine the fair value of any intangibles acquired.

      The determination of the fair value of the intangible assets acquired involves certain judgments and estimates. These judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the future. The fair values of the intangible assets acquired were also determined by us with the assistance of American Appraisal. For technical know-how, the fair value was determined based on the excess-earning approach using the present value of the projected earnings attributable to the technical know-how. For customer relationships, the fair value was based on the excess earnings which take into consideration the projected cash flows to be generated from these customers. Future cash flows are predominately based on the net income forecast of these customers which has taken into consideration historical customer attrition and revenue growth. The resulting cash flows are then discounted at a rate approximating our weighted average cost of capital. For long-term supplier agreements, the fair value was based on the discounted present value of the difference between the price of polysilicon as agreed in the supplier agreements and market price. For trademarks, the fair value was based on the “relief from royalty” approach representing the present value of the after-tax cost savings from royalty payments.

      We depreciate and amortize our property, plant, equipment and intangible assets, using the straight-line method of accounting over the estimated useful lives of the assets. We make estimates of the useful lives of plant and equipment (including the salvage values) in order to determine the amount of depreciation expense to be recorded during each reporting period. We estimate the useful lives at the time the assets are acquired based on historical experience with similar assets as well as anticipated technological or other changes. If technological changes were to occur more rapidly than anticipated or in a different form than anticipated, we might shorten the useful lives assigned to these assets, which would result in the recognition of increased depreciation and amortization expense in the future periods. There has been no change to the estimated useful lives or salvage values during the years ended December 31, 2004 and 2005 and for the period from January 1, 2006 through September 4, 2006 and the period from August 7, 2006 (date of inception) through December 31, 2006.

      We evaluate long-lived assets, including property, plant and equipment and intangible assets, which are subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We assess recoverability by comparing the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, we recognize an impairment charge based on the amount by which the carrying amount of the asset exceeds the fair value of the asset. We estimate the fair value of the asset based on the best information available, including prices for similar assets and in the absence of an observable market price, the results of using a present value technique to estimate the fair value of the asset. For our trademarks which are not subject to amortization, an impairment loss is recognized to the extent that the carrying amount exceeds the fair value of the asset. For the periods presented, no impairment on our long-lived assets was recorded.

Share-based Compensation

      As further described in Note 16 to our Consolidated Financial Statements, we account for share-based compensation under Statement of Financial Accounting Standards No. 123-R, “Share-Based Payment,” or SFAS No. 123R. Under SFAS No. 123R, the cost of all share-based payment transactions must be recognized in our consolidated financial statements based on their grant-date fair value over the required period, which is generally the period from the date of grant to the date when the share compensation is no longer contingent

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upon additional service from the employee, or the vesting period. We determine the fair value of our employees’ share options as of the grant date using the Black-Scholes option pricing model. Under this model, we make a number of assumptions regarding the fair value of the options, including:

•  the estimated fair value of our ordinary shares on the grant date;

•  the maturity of the options;

•  the expected volatility of our future ordinary share price;

•  the risk-free interest rate, and;

•  the expected dividend rate.

      For the purpose of determining the estimated fair value of our share options that have been granted, we believe that the expected volatility and the estimated share price of our ordinary shares are the most critical assumptions since we were a privately-held company on the date we granted our options. The estimated fair value of our ordinary shares on the date of grant was determined based on valuations also performed by us with the assistance of American Appraisal on our ordinary shares, supplemented by the forecasted profitability and cash flows of our business. We estimated the expected volatility of our future ordinary share price based on the price volatility of the publicly traded ordinary shares of 11 comparable companies in the PV manufacturing business whose shares are publicly traded over the most recent period to be equal to the expected option life of our employees’ share option.

      We had 610,929 employee share options outstanding as of December 31, 2006. The following table sets out information regarding our outstanding employee share options as of December 31, 2006:

					Weighted
			Weighted		average
			average		remaining
	Number		exercise		contractual		Aggregate
	of shares		price		term		intrinsic value
Outstanding as of August 7, 2006 (date of inception)		—		—
Granted on December 28, 2006		610,929	US$	2.10
Exercised		—		—
Forfeited or expired		—		—
Outstanding as of December 31, 2006		610,929	US$	2.10		10 years		RMB12,604,281
Exercisable as of December 31, 2006		—		—		—

      For our share options issued on December 28, 2006, we used an expected volatility of 70% and estimated fair values for our ordinary shares of US$4.74, resulting in estimated fair values of US$3.81 per option. We recorded non-cash share-based compensation expenses of US$7,826 (RMB 61,667) for the period from August 7, 2006 through December 31, 2006.

      The fair value of our ordinary shares of US$4.74 per share at the date of grant was determined based on a contemporaneous valuation made by us with the assistance of American Appraisal, as of December 28, 2006. The following describes the methodology and major assumptions used.

      Since our capital structure comprised of preferred shares and ordinary shares at the grant date, our enterprise value was allocated between each class of equity using an option pricing method. The option pricing method treats ordinary shares and preferred shares as call options on the enterprise value, with exercise prices based on the liquidation preference of the preferred shares.

      We used a weighted average equity value derived by using a combination of the income approach (discounted cash flow method) and the market approach (guideline company method) and applied a 40% weight to the market approach and a 60% weight to the income approach to arrive at the fair value. There was no significant difference between the enterprise value of our valuation derived using the income approach and the enterprise value derived using the market approach.

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      For the market approach, the market profile and performance of eleven guideline companies with businesses similar to those of us were considered. We used information from the eleven listed guideline companies to derive market multiples. The eleven guideline companies identified were: Energy Conversion Devices, Inc, E-Ton Solar Tech Co Ltd, Suntech Power Holdings Co Ltd, Solar Fabrik AG, Sunways AG, Solarworld AG, Solon AG, Q-Cells AG, Motech Industries Inc, SunPower Corporation and Ersol Solar Energy AG. We then calculated the following three multiples for the guideline companies: the enterprise value to sales multiple, the EBITDA multiple and the EBIT multiple. Due to the different growth rates, profit margins and risk levels of the Company and the guideline companies, price multiple adjustments were made. The 2007 adjusted average price multiples of the guideline companies were used in the valuation of our enterprise value.

      For the income approach, a DCF analysis was used based on our projected cash flows from 2006 through 2010. We used a WACC of 18.0%, based on the WACC of the guideline companies.

      A discount for lack of marketability of 11% was also applied to reflect the fact that there is no ready market for shares in a closely held company, such as us. Because ownership interests in closely held companies are typically not readily marketable compared to similar public companies, we believe a share in a privately held company is usually worth less than an otherwise comparable share in a publicly held company and therefore applied a discount for the lack of marketability of the privately held shares. When determining the discount for lack of marketability, the Black-Scholes option model was used. Under option pricing method, the cost of the put option, which can hedge the price change before the privately held shares can be sold, was considered as a basis to determine the discount for lack of marketability. The option pricing method was used because this method takes into account certain company-specific factors, including the size of our business and volatility of the share price of comparable companies engaged in the same industry. Volatility of 58% was determined by using the mean of volatility of the guideline companies used in the market approach.

      Changes in our estimates and assumptions regarding the expected volatility and valuation of our ordinary shares could significantly impact the estimated fair values of our share options and, as a result, our net income and the net income available to our ordinary shareholders.

      We believe that the increase in the fair value of our ordinary shares since the grant of options on December 28, 2006 to the per share price of US$          , the midpoint of the estimated range of the initial public offering price, is attributable to the following significant factors and events since December 28, 2006:

•  since December 26, 2006, we have entered into two sales contracts with Unitec Europa, S.A. and Sinolink Development Limited to deliver an aggregate of over 30 megawatts of PV modules in 2007, which increased our estimated sales in 2007 to be secured contractually from approximately 70 megawatts of PV modules as of December 28, 2006 to approximately 100 megawatts as of April 30, 2007.

•  we have been able to secure additional supply of polysilicon since December 28, 2006. In April 2007, we entered into a new supply agreement with Sichuan Xingguang Silicon Science and Technology Co., Ltd., a PRC silicon manufacturer, to satisfy a significant portion of our estimated polysilicon needs for 2007 and 2008 and further enhanced the credibility of our output projections for 2007 and 2008, as well as several other supplier contracts in 2007. As a result, we secured as of April 30, 2007 approximately 930 tons of our estimated polysilicon needs for 2007 and approximately 1,200 tons of our estimated polysilicon needs for 2008. In contrast, as of December 28, 2006, we secured approximately 380 tons of our estimated polysilicon needs for 2007 and nil tons for our estimated polysilicon needs for 2008.

•  in March 2007, we successfully added another 30 megawatts cell production capacity which enabled us to reach the current PV cell production capacity of 90 megawatts. This addition in PV cell production capacity enhanced the parity of production capacity at each of our entire supply chain and reduced the need to enter into toll manufacturing arrangements with third-party toll manufacturers, which are more expensive than in-house production;

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•  during the period from January 2007 through March 2007, we obtained additional banking facilities in the amount of RMB 444.0 million, which would be sufficient for us to fund the construction for new production facilities for the silicon ingots and wafers, PV cells and PV modules for up to 100 megawatts each as well as the related power generation system until the end of June 2007. The availability of additional funding for capacity expansion increased the likehihood of achieving our output target for 2007 and 2008, as well as sales targets for 2007 and 2008, which in turn helped to improve our valuation. In addition, the production equipment has been delivered on schedule;

•  in April 2007, we arranged for three individuals to become our independent directors upon completion of this offering. As independent directors, these individuals will help us improve our corporate governance and internal controls. In April 2007, we also hired a vice president with extensive experience in the silicon ingots and wafers production process and an assistant financial controller with knowledge of and experience in the areas of U.S. GAAP and internal control over financial reporting;

•  since December 28, 2006, governments in certain of our key overseas markets announced plans to promote the use of alternative and renewable energy sources, which is likely to improve the demand prospects for PV products significantly over the long term. These plans include the Energy Action Plan adopted by the European Council in March 2007, which, among others, set a binding target for the European Union to increase the percentage of energy consumption based on renewable energy sources to 20% of overall energy consumption in the European Union and to increase the percentage of biofuels used in the transport fuel consumed in the European Union to 10% of such transport fuel, in each case by 2020. In addition, the United States also announced a plan in January 2007 to seek a 20% reduction in gasoline consumption in the United States by 2017, which would likely require, among others, the use of approximately 35 billion gallons of renewable and alternative fuels. We believe the positive growth outlook for our products as a result of such government plans in turn improved our valuation;

•  since December 28, 2006, the stock prices of listed PV companies in general, including the 11 companies comparable to us that we examined in connection with the valuation performed by us with the assistance of American Appraisal, improved significantly. For example, the aggregate market capitalization of the 11 companies increased by approximately 30% from January 1, 2007 through May 8, 2007, based on an average increase of average closing stock prices during the same period. We believe that the favorable movements of the stock prices of the PV companies since the beginning of 2007 are due to, among others, the government plans to expand the use of renewable energy sources as described above, news reports in April 2007 that the global solar grade silicon supply is expected to increase significantly starting in 2008 (which exceeded the typical industry estimates made in 2006), and continued technological advancements for producing cheaper PV modules on a per-watt basis, which in the aggregate would contribute to the growth in revenue and profits for PV product manufacturers. We also believe that the investor sentiment with respect to the PV company stocks were positively affected by the improvements in revenues and profits for several listed PV companies, such as Suntech Power Holdings and Solarworld AG. We believe that the strong stock price performance of the PV product manufacturers in general, including the 11 comparable companies we examined for purposes of valuation and several newly listed PV product manufacturers with operations primarily in China, further justify adjusting upwards the fair value of our ordinary shares; and

•  In determining the midpoint of the estimated range of the IPO price of US$          , we utilized the market approach, as compared to a weighted average of the income approach and market approach, which we used in determining the fair value of US$4.74 per share at December 28, 2006. We believe that applying the market approach best reflects our anticipated pricing for this offering. The most significant factors that led to an increase in the fair value of our ordinary shares from US$4.74 as of December 28, 2006 to US$          , the midpoint of estimated price range for this offering under the market approach were: (i) the utilization of our estimated 2008 EBIT for purposes of calculating the midpoint of the estimated price range for this offering versus the utilization of 2007 EBIT for purposes of determining the fair value of US$4.74 per ordinary share as of December 28, 2006 and

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(ii) in light of the market factors described above, an increase by           in the multiple applied to such EBIT from December 28, 2006 for purposes of calculating the fair value of our ordinary shares to the date of this prospectus for purposes of calculating the midpoint of estimated price range for this offering.

      Based on an estimated offering price of US$          per share, the midpoint of the initial public offering price estimated by us as of                     , 2007, the aggregated intrinsic value of the options outstanding as of December 31, 2006 was approximately US$           million. Although it is reasonable to expect that the completion of this offering should increase the value of our ordinary shares because of their increased liquidity and marketability, we believe that the amount of additional value cannot be measured with precision or certainty.

      We are responsible for determining the fair value of our ordinary shares, preferred shares, options and warrants, as of their respective issue dates and as of the reporting date, including the assumptions and methodologies used in such determination, and considered a number of factors, including valuations made with the assistance of American Appraisal, when estimating the fair value of such securities.

Valuation of Inventories

      Our inventories are stated at the lower of cost or net realizable value. We routinely evaluate quantities and value of our inventories in light of current market conditions and market trends, and records a write-down against the cost of inventories for a decline in net realizable value. The evaluation takes into consideration historic usage, expected demand, anticipated sales price, new product development schedules, the effect that new products might have on the sale of existing products, product obsolescence, customer concentrations, product merchantability and other factors. Market conditions are subject to change and actual consumption of inventories could differ from forecasted demand. Furthermore, the price of polysilicon, our primary raw material, is subject to fluctuations based on global supply and demand. Our management continually monitors the changes in the purchase price paid for polysilicon, including prepayments to suppliers, and the impact of such change on our ability to recover the cost of inventory and our prepayments to suppliers. Our products have a long life cycle and obsolescence has not historically been a significant factor in the valuation of inventories. For the years ended December 31, 2004 and 2005 and for the period from January 1, 2006 through September 4, 2006 and the period from August 7, 2006 (date of inception) through December 31, 2006, inventory write-downs, which are included in cost of revenues, were RMB 723,582, RMB 557,234, RMB 1,736,729 (US$222,541) and RMB 4,941,887 (US$633,242), respectively.

Allowance for Doubtful Accounts

      We establish an allowance for doubtful accounts for the estimated loss on receivables when collection may no longer be reasonably assured. We assess collectibility of receivables based on a number of factors including the customer’s financial condition and creditworthiness. To reduce credit risks, we require advance payments from certain customers and also require some of our customers to pay a major portion of the purchase price by letters of credit. Because of the advance payments and the letters of credit payment requirements that we impose on certain of our customers, our allowance for doubtful accounts and provisions for bad debt have not been significant. Although our accounts receivable balance had grown significantly from September 4, 2006 through December 31, 2006 due to sales to several major customers, we effectively managed our credit risk by requiring those customers to pay a portion of the purchase price by letters of credit. As a result, our allowance for doubtful accounts did not increase significantly from September 4, 2006 through December 31, 2006. During the years ended December 31, 2004 and 2005 and for the period from January 1, 2006 through September 4, 2006 and the period from August 7, 2006 (date of inception) through December 31, 2006, our provision for doubtful accounts amounted to RMB 0.3 million, RMB 1.5 million, RMB 0.5 million (US$68,365) and nil, respectively.

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      The following table presents the movement of allowance for doubtful accounts for 2004 and 2005 and for the period from January 1, 2006 through September 4, 2006 and the period from August 7, 2006 (date of inception) through December 31, 2006:

	Predecessor									Yingli Green
										Energy
							For the
							period from			For the
	For the year						January 1,			period from
	ended						2006			August 7,
	December 31,						through			2006 through
							September 4,			December 31,
	2004			2005			2006			2006
	(in thousands of RMB)
Balance at the beginning of the period		—			(293	)		(1,776	)		—
Transfer of Tianwei Yingli to the Company		—			—			—			(2,309	)
Additions charged to bad debt expense		(293	)		(1,483	)		(533	)		—
Write-off of accounts receivable charged against the allowance		—			—			—			—
Balance at the end of the period		(293	)		(1,776	)		(2,309	)		(2,309	)

Controls and Procedures

      Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. In connection with the audits of our consolidated financial statements for the years ended December 31, 2004 and 2005, the period from January 1, 2006 through September 4, 2006 and the period from August 7, 2006 through December 31, 2006, our independent auditors identified a number of significant control deficiencies in our internal control procedures which, in the judgment of our independent auditors, adversely affect our ability to record, process and report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of our consolidated financial statements that is more than inconsequential will not be prevented or detected. Specifically, the significant control deficiencies identified by our independent auditors consist of: (i) the lack of clear procedures, timetables, segregation of duty and review in the financial reporting process, (ii) failure to regularly reconcile the balances of accounts receivable and customer prepayments as recorded in our books and records with our customers, (iii) the lack of sub-ledgers to classify sales transactions by customer, (iv) the lack of process and related controls procedures relating to the recognition of accounts payable and reduction of advance payments, (v) failure to properly record all related party transactions and periodically update the list of such transactions and (vi) failure to properly record the transfer of construction-in-progress to fixed assets on our financial statements. None of the significant deficiencies discovered by our auditors were, individually or in combination with one another, material weaknesses as described in Audit Standard No. 2, An Audit of Internal Control over Financial Reporting Performed in conjunction with an Audit of Financial Statements, of the Public Company Accounting Standards Board, and they were not related to any fraudulent acts. In the past, we also had certain material weaknesses, which other than the remaining significant deficiencies discussed above, have since been remedied.

      In order to remedy the remaining significant deficiencies, we are undertaking several measures to further improve our internal control over financial reporting. We appointed a new chief financial officer and a new financial controller in the fourth quarter of 2006, both of whom have experience with and knowledge of U.S. GAAP. In October 2006, we hired Protiviti, an outside consulting firm, to review our internal control processes, policies and procedures in order to assist us in identifying weaknesses in our internal control over financial reporting. We plan to provide further training to our financial and accounting staff to enhance their knowledge of U.S. GAAP. We are also adopting and implementing additional policies and procedures, including an enterprise resource planning system, to strengthen our internal controls over financial reporting. We plan to remedy these significant deficiencies in time to meet the deadline imposed by the Sarbanes-Oxley

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Act for compliance with the requirements of Section 404. If we fail to timely achieve and maintain the adequacy of our internal control, we may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level. Moreover, effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important to help prevent fraud. As a result, our failure to achieve and maintain effective internal control over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our ADSs. Furthermore, we anticipate that we will incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.

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Results of Operations

      The following table sets forth a summary of the unaudited results of operations of us and our predecessor, Tianwei Yingli, for the periods indicated. In our discussion of the results for the year ended December 31, 2006, we refer to certain line items in the statement of income as “combined” for comparative purposes. These combined amounts represent the addition of the amounts for certain income statement line items of Tianwei Yingli, our predecessor, for the period from January 1, 2006 through September 4, 2006, and the amounts for the corresponding income statement line items of us, for the period from August 7, 2006 (date of inception) through December 31, 2006. For the period from August 7, 2006 (date of inception) through September 4, 2006, during which the financial statements of the predecessor and those of Yingli Green Energy overlap, Yingli Green Energy did not engage in any business or operations. The unaudited combined financial data for the year ended December 31, 2006 do not comply with U.S. GAAP or the rules relating to pro forma presentation. We are including these unaudited combined amounts to supplementally provide information which we believe will be helpful to gaining a better understanding of our results of operations and improve the comparative analysis against the prior periods, each of which included a full fiscal year. These unaudited combined amounts do not purport to represent what our results of operations would have been in such periods if Yingli Group had transferred its 51% equity interest in Tianwei Yingli to us on January 1, 2006.

		Predecessor															Yingli Green
																	Energy
												For the period										(Combined)
												from					For the period
		For the year ended										January 1,					from
		December 31,										2006					August 7, 2006					For the year
												through					through					ended
												September 4,					December 31,					December 31,
		2004					2005					2006					2006					2006
		RMB					RMB					RMB					RMB					RMB			US$
		(in thousands, except percentages)
Net revenues:
	Sales of PV modules		108,784		90.3	%		334,013		92.3	%		856,499		96.9	%		674,086		89.3	%		1,530,585			196,126		93.4	%
	Sales of PV systems		8,795		7.3			8,092		2.2			905		0.1			14,322		1.9			15,227			1,951		0.9
	Others revenues		2,904		2.4			19,689		5.5			26,584		3.0			66,385		8.8			92,969			11,913		5.7
Total net revenues			120,483		100.0	%		361,794		100.0	%		883,988		100.0	%		754,793		100.0	%		1,638,781			209,990		100.0	%
Cost of revenues:
	Cost of PV modules sales		86,502		71.8	%		233,194		64.5	%		586,196		66.3	%		514,176		68.1	%		1,100,372			140,999		67.1	%
	Cost of PV systems sales		6,633		5.5			6,292		1.7			1,012		0.1			9,927		1.3			10,939			1,402		0.7
	Cost of other revenue		2,168		1.8			14,118		3.9			24,428		2.8			50,744		6.8			75,172			9,633		4.6
Total cost of revenues			95,303		79.1	%		253,604		70.1	%		611,636		69.2	%		574,847		76.2	%		1,186,483			152,034		72.4	%
Gross profit			25,180		20.9	%		108,190		29.9	%		272,352		30.8	%		179,946		23.8	%		452,298			57,956		27.6	%
Operating expenses:
	Selling expenses		1,027		0.9	%		3,546		1.0	%		9,590		1.1	%		5,869		0.8	%		15,459			1,981		0.9	%
	General and administrative expenses		7,459		6.2			19,178		5.3			24,466		2.8			22,318		2.9			46,784			5,995		2.9
	Research and development expenses		2,950		2.4			1,791		0.5			3,665		0.4			19,471		2.6			23,136			2,964		1.4
Total operating expenses			11,436		9.5	%		24,515		6.8	%		37,721		4.3	%		47,658		6.3	%		85,379			10,940		5.2	%
Income from operations			13,744		11.4	%		83,675		23.1	%		234,631		26.5	%		132,288		17.5	%		366,919			47,016		22.4	%
Equity in loss of an affiliate			(185	)	(0.2	)		(371	)	(0.1	)		(609	)	(0.1	)		(216	)	—			(825	)		(106	)	(0.1	)
Interest expense, net			(6,324	)	(5.2	)		(5,003	)	(1.4	)		(21,923	)	(2.4	)		(25,201	)	(3.3	)		(47,124	)		(6,038	)	(2.8	)
Foreign currency exchange loss			(1	)	—			(1,812	)	(0.5	)		(3,406	)	(0.3	)		(4,693	)	(0.6	)		(8,099	)		(1,038	)	(0.5	)
Gain on debt extinguishment			—		—			2,165		0.6			—		0.0			(3,908	)	(0.6	)		(3,908	)		(501	)	(0.2	)
Income tax expense			(1,221	)	(1.0	)		(12,736	)	(3.5	)		(22,546	)	(2.6	)		(22,968	)	(3.0	)		(45,514	)		(5,832	)	(2.8	)
Income before minority interest			6,013		5.0			65,918		18.2			186,147		21.1			75,302		10.0			261,449			33,501		16.0	%
Minority interest			76		0.1			36		—			76		—			(45,285	)	(6.0	)			(1)					(1)
Net income			6,089		5.1	%		65,954		18.2	%		186,223		21.1	%		30,017		4.0	%			(1)					(1)

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Note:

(1)  This line item for the combined period is not presented because it is not comparable to the line item that would have been for such period if Yingli Group had transferred its 51% equity interest in Tianwei Yingli to us on January 1, 2006 because the minority interest for the period from August 7, 2006 through December 31, 2006, which reflects the ownership of Tianwei Yingli not held by us, is not comparable or relevant to the results of operations of our predecessor.

The period from January 1, 2006 through September 4, 2006 (the predecessor period in 2006) and the period from August 7, 2006 (date of inception) through December 31, 2006 compared to year ended December 31, 2005

      Net Revenues. Total net revenues was RMB 884.0 million (US$113.3 million) for the predecessor period in 2006 and RMB 754.8 million (US$96.7 million) for the period from August 7, 2006 through December 31, 2006, in each case primarily from the sales of PV modules. Total net revenues in 2005 amounted to RMB361.8 million. Our predecessor, Tianwei Yingli, as a domestic company, was subject to sales tax and surcharges at a percentage of value added tax. For the year ended December 31, 2005 and the predecessor period in 2006, sales tax and surcharges were at the rate of approximately 1% of gross revenues. On September 5, 2006, as a result of our reorganization, Tianwei Yingli’s tax status changed and Tianwei Yingli was no longer subject to sales tax and surcharges, and as a result, our sales taxes and surcharges decreased from 1% for the predecessor period in 2006 to nil for the period from August 7, 2006 through December 31, 2006.

      Our PV module sales increased in the predecessor period in 2006, primarily as a result of our further expansion in Spain and Hong Kong. Our PV module sales in Spain as a percentage of total net revenues increased from 7.9% in 2005 to 8.9% for the predecessor period in 2006. Our sales growth in Spain was primarily attributable to increased demand from Acciona, our recent and currently largest customer in Spain, to which we started selling PV modules in 2005. Our sales in Hong Kong as a percentage of total net revenues increased from nil in 2005 to approximately 9.5% in the predecessor period in 2006, primarily as a result of the commencement of our sales in Hong Kong, which were based on referrals by our system integration customers in Europe, and the large trading volume of PV modules in the Hong Kong market. Our PV sales in Germany, our largest market, as a percentage of total net revenues increased from 66.1% in 2005 to 68.2% for the predecessor period in 2006, primarily as a result of laws and regulations favourable to the alternative energy industries, including PV industry, and, to a lesser extent, strengthening relationships with our existing customers. Our sales in the United States as a percentage of total net revenues decreased from 1.8% in 2005 to nil for the predecessor period in 2006, primarily due to a decrease in the unit sale prices of the PV modules in the United States.

      Our PV module sales for the period from August 7, 2006 through December 31, 2006 continued to reflect continued geographic diversification. Our sales in Spain as a percentage of total net revenues increased from 8.9% for the predecessor period in 2006 to 20.9% for the period from August 7, 2006 through December 31, 2006, primarily due to an increase in sales to Acciona. Our sales in Germany as a percentage of total sales decreased from 68.2% for the predecessor period in 2006 to 53.9% for the period from August 7, 2006 through December 31, 2006, primarily as a result of capacity constraints and our decision to expand our presence in Spain. During the period from August 7, 2006 through December 31, 2006, our sales in the United States as a percentage of total net revenues increased to 5.4% for the period from August 7, 2006 through December 31, 2006 from nil in the predecessor period in 2006, primarily as a result of a rise in the unit sale prices of PV modules and the announcement in late 2006 of energy policies favorable to alternative energy.

      Net revenues from sales of PV systems for the predecessor period in 2006 was RMB 0.9 million (US$0.1 million), or 0.1% of total net revenues, as compared to RMB 14.3 million (US$1.9 million), or 1.9% of total net revenues, for the period from August 7, 2006 through December 31, 2006. Sales of PV systems as a percentage of total net revenue was primarily as a result of completion of a large PV system project in China in the fourth quarter of 2006. Net revenues from sales of PV systems amounted to RMB 8.1 million in 2005, or 2.2% of total net revenues. PV system sales as a percentage of total net

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revenues decreased from 2.2% in 2005 to 0.1% in the predecessor period in 2006, primarily because the PV system projects in the predecessor period in 2006 were completed during the period from August 7, 2006 through December 31, 2006. We defer revenue recognition until the time that the PV system projects are completed.

      Other revenues amounted to RMB 19.7 million, or 5.5% of total net revenues, in 2005, RMB 26.6 million (US$3.4 million), or 3.0% of total net revenues, for the predecessor period in 2006 and RMB 66.4 million (US$8.5 million) or 8.8% of total net revenues for the period from August 7, 2006 through December 31, 2006, in each case, primarily from the occasional sales of raw materials. The increase in other revenues in the period from August 7, 2006 through December 31, 2006 was primarily due to the consummation of two major sales of raw materials in the fourth quarter of 2006. Other revenue as a percentage of total net revenues decrease from 5.5% in 2005 to the 3.0% in the predecessor period in 2006 was primarily due to the increase of PV module sales as a percentage of net revenues which weighted other revenue as a percentage of net revenue down.

      Cost of Revenues. Cost of PV modules sales as a percentage of net revenues from PV modules decreased from 69.8% in 2005 to 68.4% for the predecessor period in 2006 but increased to 76.3% for the period from August 7, 2006 through December 31, 2006. The decrease from 2005 to the predecessor period in 2006 was primarily due to increased usage of less expensive reclaimable polysilicon material which resulted in lower production costs. The increase from the predecessor period in 2006 to the period from August 7, 2006 through December 31, 2006 was primarily due to an increase in our average cost of polysilicon per watt as a result of the rising market price of polysilicon. In both the predecessor period and the period from August 7, 2006 through December 31, 2006, we purchased the majority of our polysilicon either through short-term supply arrangements or from the then-prevailing spot market. Prices under these short-term arrangements and in the spot market both rose continuously in the past few years due to industry-wide supply shortage. The effect of the unit cost increase of polysilicon was partially offset by a decrease in our polysilicon usage per watt because we were able to manufacture PV products with thinner and larger silicon wafer, achieve higher conversion efficiencies and improve operation efficiencies.

      Cost of PV systems sales as a percentage of net revenues from sales of PV systems decreased from 111.8% for the predecessor period in 2006 to 69.3% for the period from August 7, 2006 through December 31, 2006 primarily due to the higher margin attributable to a large PV system project completed in the fourth quarter of 2006. The loss in the predecessor period in 2006 in an amount of RMB 0.1 million (US$13,710) was primarily due to several sales of PV systems in certain areas in the PRC at prices below the cost in order to establish presence of our PV products in those areas.

      Gross Profit. As a result of the factors described above, the gross profit margin decreased from 30.8% for the predecessor period in 2006 to 23.8% for the period from August 7, 2006 through December 31, 2006. Our gross margin in 2005 was 29.9%. We estimate that our margin will be improved by approximately 1% in 2007 as a result of the exemption from sales tax and surcharges based on historical results.

      Operating Expenses. Operating expenses were 24.5 million in 2005, RMB 37.7 million (US$4.8 million) for the predecessor period in 2006 and RMB 47.7 million (US$6.1 million) for the period from August 7, 2006 through December 31, 2006. Operating expenses as a percentage of net revenue increased from 4.3% for the predecessor period in 2006 to 6.3% for the period from August 7, 2006 through December 31, 2006 for reasons described below.

•  Selling expenses. Selling expenses as a percentage of net revenues was 1.1% for the predecessor period in 2006, consistent compared to 2005, which amounted to 1.0%, and was 0.8% for the period from August 7, 2006 through December 31, 2006. The decrease in selling expenses as a percentage of our net revenues for the period from August 7, 2006 through December 31, 2006 compared to the predecessor period in 2006 was primarily due to our increased economies of scale and our increased annualized revenue base which outpaced the growth of selling expenses and both of which made it possible for us to reduce our selling expenses as a percentage of net revenues, while increasing our annualized selling expenses in absolute dollar amount.

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•  General and Administrative Expenses. General and administrative expenses as a percentage of net revenues was 5.3% in 2005, 2.8% for the predecessor period in 2006 and 2.9% for the period from August 7, 2006 through December 31, 2006. The decrease in general and administrative expenses as a percentage of net revenues from 2005 to the predecessor period in 2006 was primarily due to our increased economies of scale and our increased annualized revenue base in the predecessor period in 2006. The increase in general and administrative expenses as a percentage of our net revenues from the predecessor period in 2006 to the period from August 7, 2006 through December 31, 2006 was primarily due to increased general and administrative expenses as we hired additional personnel and incurred additional professional expenses to support our operations in the period from August 7, 2006 through December 31, 2006.

•  Research and Development Expenses. Research and development expenses as a percentage of net revenues for the predecessor period in 2006, which amounted to 0.4%, was consistent compared to 2005, which was 0.5%. Research and development expenses as a percentage of net revenue increased to 2.6% for the period from August 7, 2006 through December 31, 2006, primarily due to the increase in research and development activities in such period related to improving ingots and wafers production process and output efficiency.

      Income from Operations. Income from operations was RMB 83.7 million in 2005, RMB 234.6 million (US$30.1 million) for the predecessor period in 2006 and RMB 132.3 million (US$16.9 million) for the period from August 7, 2006 through December 31, 2006. As a result of the cumulative effect of the above factors, the operating profit margin was 26.5% for the predecessor period in 2006 and 17.5% for the period from August 7, 2006 through December 31, 2006. The operating profit margin amounted to 23.1% in 2005.

      Interest Expense, Net. Net interest expense was RMB 5.0 million in 2005, RMB 21.9 million (US$2.8 million) for the predecessor period in 2006, which consisted primarily of interest expenses incurred for bank borrowings. Net interest expense was RMB 25.2 million (US$3.2 million) for the period from August 7, 2006 through December 31, 2006, which consisted primarily of interest expense incurred for the mandatory convertible bonds and the mandatory redeemable bonds issued on November 13, 2006, and to a lesser extent from interest expenses incurred for bank borrowings.

      Income Tax Expense. Income tax expense was RMB 12.7 million in 2005, RMB 22.5 million (US$2.9 million) for the predecessor period in 2006 and RMB 23.0 million (US$2.9 million) for the period from August 7, 2006 through December 31, 2006. The effective tax rate was 10.8% for the predecessor period but increased to 23.4% for the period from August 7, 2006 through December 31, 2006. As a “high and new technology enterprise,” our predecessor, Tianwei Yingli, was entitled to a preferential enterprise income tax rate of 15% for the predecessor period in 2006. The effective tax rate for the predecessor period was lower than the enterprise income tax rate primarily due to a tax credit of RMB 10.6 million from the purchase by Tianwei Yingli of China-made equipment. For the period from August 7, 2006 through December 31, 2006, our preferential enterprise income tax rate was 18% as a result of a change in our tax status as a Sino-foreign equity joint venture as of September 5, 2006. The effective tax rate for the period from August 7, 2006 through December 31, 2006 of 23.4% was higher than the enterprise income tax rate of 18.0% during the same period. During the period from August 7, 2006 through December 31, 2006, we recognized tax expenses of RMB 4.0 million (US$0.5 million) as a result of an adjustment to our deferred tax assets and liabilities due to a change in our tax status. In addition, during the same period, Yingli Green Energy was incorporated in the Cayman Islands to hold the equity interest in Tianwei Yingli. Under current tax laws, Yingli Green Energy is not subject to income tax. As a result, our effective tax rate was negatively impacted by expenses incurred by Yingli Green Energy, which were not tax deductible. Such increase in our effective tax rate was partly offset by RMB 1.8 million (US$0.2 million) tax credits in connection with certain research and development activities for the period from August 7, 2006 through December 31, 2006.

      Minority Interest. Minority interest was RMB (0.1) million (US$(9,777)) for the predecessor period in 2006 and was RMB 45.3 million (US$5.8 million) for the period from August 7, 2006 through December 31, 2006. Minority interest for the predecessor period in 2006 represents income attributable to the equity interest of Chengdu Yingli, a subsidiary of Tianwei Yingli, not held by Yingli Green Energy Holding

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Company Limited. In addition to the minority interest in Chengdu Yingli, minority interest for the period from August 7, 2006 through December 31, 2006 also included minority interest attributable to the equity interest of Tianwei Yingli not held by us. Minority interest was RMB (0.04) million in 2005.

      Net Income. Net income was RMB 66.0 million in 2005, RMB 186.2 million (US$23.9 million) for the predecessor period in 2006 and RMB 30.0 million (US$3.8 million) for the period from August 7, 2006 through December 31, 2006. Net income for the period from August 7, 2006 through December 31, 2006 excluded minority interest of RMB 45.3 million (US$5.8 million), primarily attributable to the equity interest of Tianwei Yingli not held by us since one of the shareholders of Tianwei Yingli is not a shareholder of us and therefore the related net income was presented as minority interest. As a result of the cumulative effect of the above factors, net profit margin amounted to 18.2% in 2005, 21.1% for the predecessor period in 2006 and 4.0% for the period from August 7, 2006 through December 31, 2006.

Year ended December 31, 2006 on a combined basis compared to year ended December 31, 2005

      Net Revenues. Total net revenues increased significantly from RMB 361.8 million in 2005 to RMB 1,638.8 million (US$210.0 million) in 2006, due primarily to a significant increase in the sales of PV modules.

      Net revenues from sales of PV modules increased significantly from RMB 334.0 million in 2005 to RMB 1,530.6 million (US$196.1 million) in 2006, due primarily to a significant increase in the volume of PV modules sold from 11.9 megawatts in 2005 to 51.3 megawatts in 2006, which resulted mainly from a significant increase in our capacity and market demand for our PV modules, especially in Germany and other European markets. Our sales in Europe significantly increased from RMB 296.0 million, or 81.2% of our total revenues, in 2005 to RMB 1,334.2 million (US$171.0 million), or 80.9% of our total revenues, in 2006, due to the significant increase in market demand in Europe, particularly in Germany, following the adoption of several government incentives for PV products in Europe. Our sales in China increased from RMB 57.3 million in 2005 to RMB 81.0 million (US$10.4 million) in 2006, but as a percentage of our total revenues, our sales in China decreased from 15.7% in 2005 to 4.9% in 2006, primarily due to the rapid expansion of the European market for PV products and the management’s continued focus on the international market. The increase in net revenues from sales of PV modules was, to a lesser extent, also attributable to an increase in the average selling price per watt of our PV modules from US$3.49 in 2005 to US$3.82 in 2006, which reflected increased market demand for PV modules.

      Net revenues from sales of PV systems increased by 88.2% from RMB 8.1 million in 2005 to RMB 15.2 million (US$2.0 million) in 2006, due primarily to our sale and delivery of a PV system in connection with a large PV system project in China.

      Other revenues increased significantly from RMB 19.7 million in 2005 to RMB 93.0 million (US$11.9 million) in 2006, primarily due to an increase in occasional sales of raw materials, which we expect will not be significant in the future.

      Cost of Revenues. Cost of revenues increased significantly from RMB 253.6 million in 2005 to RMB 1,186.5 million (US$152.0 million) in 2006. The increase in cost was a result of the significant increase in the volume of PV modules we sold and, to a lesser extent, by an increase in unit costs of polysilicon and increased depreciation expense. The average cost of polysilicon per kilogram we purchased increased by 185.5% from 2005 to 2006 due to industry-wide supply shortages and the rising market price of polysilicon. The effect of the increase in the unit cost for polysilicon was partially offset by a decrease in silicon usage per watt because we produced thinner wafers for use into our PV products, manufactured PV cells with higher conversion efficiencies and used a higher proportion of inexpensive polysilicon scraps in 2006 compared to 2005. Depreciation expense increased primarily as a result of the build-up of new machinery required for our manufacturing capacity expansion.

      Cost of PV modules sales increased significantly from RMB 233.2 million in 2005 to RMB 1,100.4 million (US$141.0 million) in 2006, primarily due to an increase in costs associated with increased net revenues from sales of PV modules, an increase in the price of polysilicon, and the increased

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use of toll manufacturing for PV cells. As a result, cost of PV modules sales as a percentage of net revenues from PV modules also increased from 69.8% in 2005 to 71.9% in 2006.

      Cost of PV systems sales increased by 73.8% from RMB 6.3 million in 2005 to RMB 10.9 million (US$1.4 million) in 2006, due primarily to the increased sales of PV systems from involvement with a large project in China. Cost of PV systems sales as a percentage of net revenues from sales of PV systems decreased from 77.8% in 2005 to 71.8% in 2006, primarily due to the diversification of our system sales from mostly installation services in 2005 to more PV system integration services in 2006, which involves not only design and installation, but also the resale of peripheral parts and components for the integrated PV systems procured from third parties, a service that carries a lower margin than installation services.

      Cost of other revenues increased from RMB 14.1 million in 2005 to RMB 75.2 million (US$9.6 million) in 2006, due primarily to the increase in other revenues. Cost of other revenues as a percentage of other revenues increased from 71.7% in 2005 to 80.9% in 2006, due primarily to a narrowing margin in sales of raw materials, such as polysilicon scraps not used by us, which we do not expect to be significant in the future.

      Gross Profit. Gross profit increased significantly from RMB 108.2 million in 2005 to RMB 452.3 million (US$58.0 million) in 2006. Our gross profit margin decreased from 29.9% in 2005 to 27.6% in 2006, primarily as a result of the rising cost of polysilicon, which outpaced the rising sales price of PV modules, and the increased use of toll manufacturing arrangement for PV cell production.

      Operating Expenses. Operating expenses increased significantly from RMB 24.5 million in 2005 to RMB 85.4 million (US$10.9 million) in 2006, primarily due to increases in selling expenses and general and administrative expenses relating to our expanded sales and operations. Operating expenses as a percentage of total net revenues decreased from 6.8% in 2005 to 5.2% in 2006, reflecting increased economies of scale in our operations following the expansion of our production capacity.

•  Selling Expenses. Selling expenses increased significantly from RMB 3.5 million in 2005 to RMB 15.5 million (US$2.0 million) in 2006, due primarily to increased revenues over the same period. Selling expenses as a percentage of net revenues remained largely stable from 1.0% in 2005 to 0.9% in 2006.

•  General and Administrative Expenses. General and administrative expenses increased by 143.9% from RMB 19.2 million in 2005 to RMB 46.8 million (US$6.0 million) in 2006, due primarily to an increase in the number of administrative staff and the hiring of senior executive officers from 2005 to 2006 related to the expansion of our operations and their travel and other expenses, advisory fees related to financing arrangements and miscellaneous bank charges related to increased financing activities. General and administrative expenses as a percentage of total net revenues decreased from 5.3% in 2005 to 2.9% in 2006, primarily due to increased economies of scale in our operations following the expansion of our production capacity.

•  Research and Development Expenses. Research and development expenses significantly increased from RMB 1.8 million in 2005 to RMB 23.1 million (US$3.0 million) in 2006, primarily due to the increased level of research and development activities relating to PV cell production and the calibration of the optimal silicon mix.

      Income from Operations. As a result of the foregoing, our income from operations significantly increased from RMB 83.7 million in 2005 to RMB 366.9 million (US$47.0 million) in 2006. Our operating profit margin slightly decreased from 23.1% in 2005 to 22.4% in 2006, primarily due to an increase in the price of polysilicon which outpaced the cost savings generated by an increased economy of scale from the expansion of our operations and technological improvements in our manufacturing processes.

      Interest Expense, Net. Net interest expense significantly increased from RMB 5.0 million in 2005 to RMB 47.1 million (US$6.0 million) in 2006 due primarily to an increase in average bank borrowings, the interest in the aggregate amount of RMB 6.2 million (US$0.8 million) on our mandatory convertible bonds and mandatory redeemable bonds issued on November 13, 2006, and, to a lesser extent, to the increase in the

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weighted average interest rate for our short-term borrowings, which was 5.42% as of December 31, 2005 compared to 5.99% as of December 31, 2006.

      Income Tax Expense. Income tax expense significantly increased from RMB 12.7 million in 2005 to RMB 45.5 million (US$5.8 million) in 2006, due to a significant increase in taxable income. As a “high and new technology enterprise,” Tianwei Yingli was entitled to a preferential enterprise income tax rate of 15% in 2005 and for the period from January 1, 2006 through September 4, 2007. For the period from August 7, 2006 (date of inception) through December 31, 2006, our preferential enterprise income tax rate was 18% as a result of a change in our tax status as a Sino-foreign equity joint venture as of August 7, 2006 (date of inception). Our effective tax rate was 16.2% and 14.8% in 2005 and 2006, respectively. In 2005, our effective tax rate was higher than the statutory preferential tax rate of 15% primarily due to certain salary and benefit expenses that were non-deductible for PRC income tax purposes. In 2006, our effective tax rate was lower than the statutory preferential tax rate of 18% primarily due to a tax refund in the amount of RMB 10.6 million (US$1.4 million) from the purchase by Tianwei Yingli of China-made equipment and the impact from the application of the preferential tax rate of 15% for the period from January 1, 2006 through September 4, 2006, which was partially offset by non-tax deductible expenses incurred by Yingli Green Energy.

      Minority Interest. Our results for the period from August 7, 2006 (date of inception) through December 31, 2006 are presented based on our ownership interest in Tianwei Yingli, which ranged from 51% to 62.13%. Because we did not own 100% of the equity interest in Tianwei Yingli during the period from August 7, 2006 (date of inception) through December 31, 2006, the income attributable to the ownership interest not held by us is shown as “minority interest” in our consolidated statement of income for the period from August 7, 2006 (date of inception) through December 31, 2006.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

      Net Revenues. Total net revenues increased significantly from RMB 120.5 million in 2004 to RMB 361.8 million in 2005, due primarily to a significant increase in the sales of PV modules.

      Net revenues from sales of PV modules increased significantly from RMB 108.8 million in 2004 to RMB 334.0 million in 2005, due primarily to a significant increase in the volume of PV modules sold from 4.7 megawatts in 2004 to 11.9 megawatts in 2005, which resulted mainly from a significant increase in our capacity and market demand for our PV modules, especially in Germany and other European markets. Our sales in Europe increased significantly from RMB 86.9 million in 2004 to RMB 296.0 million in 2005 primarily due to an increased recognition of our brand and acceptance of our products. The increase in net revenues from sales of PV modules was, to a lesser extent, also attributable to an increase in the average selling price per watt of our PV modules from US$2.83 per watt in 2004 and to US$3.49 per watt in 2005, following the general rise in market demand for PV modules.

      Net revenues from sales of PV systems decreased by 8.0% from RMB 8.8 million in 2004 to RMB 8.1 million in 2005, due primarily to our involvement with a fewer number of PV system projects in China and growing competition for sales of small stand-alone PV system applications in China.

      Other revenues increased significantly from RMB 2.9 million in 2004 to RMB 19.7 million in 2005, due primarily to the larger volume of polysilicon scraps sold and the commencement of a transaction with a PRC trading company, for which we processed PV cells into PV modules. We entered into this contract in order to better utilize our PV module manufacturing capacity, which at the time was in excess of our capacity for PV cells in 2005. We currently have no plan to enter into similar processing transactions once our manufacturing capacities for ingots and wafers, PV cells and PV modules reach parity.

      Cost of Revenues. Cost of revenues increased significantly from RMB 95.3 million in 2004 to RMB 253.6 million in 2005. The increase in cost of revenues was due primarily to the significant growth of our sale of PV modules and the corresponding increase in our expenditures on polysilicon, an increased use of toll manufacturing and direct labor and overhead costs. The average cost of polysilicon feedstock we

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purchased increased by 106.5% from 2004 to 2005. We also experienced an increase in depreciation expenses due primarily to installation of new machinery required for our manufacturing capacity expansion.

      Cost of PV modules sales increased by 169.6% from RMB 86.5 million in 2004 to RMB 233.2 million in 2005, due primarily to an increase in costs associated with increased net revenues from sales of PV modules and a substantial increase in the price of polysilicon. Cost of PV modules as a percentage of net revenues from sales of PV modules decreased from 79.5% in 2004 to 69.8% in 2005, due primarily to greater economies of scale, improvement in process technologies, and, to a less extent, the increase in the average selling price of PV modules in 2005.

      Cost of PV systems sales decreased by 5.1% from RMB 6.6 million in 2004 to RMB 6.3 million in 2005, due primarily to the decrease in net revenues from sales of PV systems over the same period. Cost of PV systems sales as a percentage of net revenues from sales of PV systems increased from 75.4% in 2004 to 77.8% in 2005, primarily due to growing price competition for stand-alone PV system applications and the increase in the price of polysilicon.

      Cost of other revenues significantly increased from RMB 2.2 million in 2004 to RMB 14.1 million in 2005, due primarily to the significant increase in sales of raw materials and the commencement of processing services in 2005 under a processing contract with a PRC trading company. Cost of other revenues as a percentage of other revenues decreased from 74.6% in 2004 to 71.7% in 2005, due primarily to the lower quality of polysilicon scraps purchased in 2005 compared to 2004 and the increase in the processing services in 2005, which had a higher profit margin than the sale of raw materials, which constituted the primary source of other revenues in 2004.

      Gross Profit. Gross profit significantly increased from RMB 25.2 million in 2004 to RMB 108.2 million in 2005, and the gross profit margin increased from 20.9% in 2004 to 29.9% in 2005, primarily due to a significant increase in our manufacturing capacity for ingots and wafers in 2005, which enabled us to reduce sourcing cost and achieve greater economies of scale in our manufacturing processes and improvement in manufacturing technologies.

      Operating Expenses. Operating expenses increased significantly from RMB 11.4 million in 2004 to RMB 24.5 million in 2005, due primarily to a significant increase in general and administrative expenses. Operating expenses as a percentage of total net revenues decreased from 9.5% in 2004 to 6.8% in 2005.

•  Selling expenses. Selling expenses increased significantly from RMB 1.0 million in 2004 to RMB 3.5 million in 2005, due primarily to increased advertising and other sales costs associated with the increased sales of PV modules. Selling expenses as a percentage of net revenues remained largely stable at 0.9% in 2004 and 1.0% in 2005.

•  General and Administrative Expenses. General and administrative expenses increased by significantly from RMB 7.5 million in 2004 to RMB 19.2 million in 2005, due primarily to increased salaries associated with an 80.3% increase in administrative staff related to our expanded operations. General and administrative expenses as a percentage of total net revenues decreased from 6.2% in 2004 to 5.3% in 2005, primarily due to greater economies of scale in our operations following the expansion of our production capacity.

•  Research and Development Expenses. Research and development expenses decreased by 39.3% from RMB 3.0 million in 2004 to RMB 1.8 million in 2005, primarily due to the increase in government grants from the PRC government, which are recorded as a reduction to research and development expenses and amounted to RMB 0.2 million and RMB 1.5 million in 2004 and 2005, respectively. Without taking into account such reductions, research and development expenses remained relatively stable from RMB 3.2 million in 2004 to RMB 3.3 million in 2005.

      Income from operations. Our income from operations significantly increased from RMB 13.7 million in 2004 to RMB 83.7 million in 2005. Our operating profit margin increased from 11.4% in 2004 to 23.1% in 2005, primarily due to the cost savings generated by an increased economy of scale from the rapid expansion of our operations and technological improvements in our manufacturing processes.

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      Interest Expense, Net. Net interest expense decreased by 20.9% from RMB 6.3 million in 2004 to RMB 5.0 million in 2005, due primarily to a decrease in capitalization of interest expense following the completion of construction in 2005 and a decrease in the weighted average interest rate of our short-term bank borrowings from 5.66% as of December 31, 2004 to 5.42% as of December 31, 2005.

      Income Tax Expense. Income tax expense significantly increased from RMB 1.2 million in 2004 to RMB 12.7 million in 2005, due primarily to a significant increase in taxable income as a result of higher profitability in 2005 compared to 2004. As a “high and new technology enterprise,” we were entitled to a preferential enterprise income tax rate of 15% in 2004 and 2005. The effective tax rate for us was 16.9% in 2004 and 16.2% in 2005, and was higher than the preferential tax rate of 15% primarily due to certain salary and benefit expenses that were non-deductible for PRC income tax purposes.

      Net Income. Net income significantly increased from RMB 6.1 million in 2004 to RMB 66.0 million in 2005, and the net profit margin increased from 5.1% in 2004 to 18.2% in 2005.

Selected Quarterly Results of Operations

      The following table sets forth the consolidated selected quarterly results of operations of Tianwei Yingli, our predecessor, and Yingli Green Energy for the quarterly period from the three months ended March 31, 2005 to the three months ended December 31, 2006. The quarterly financial data presented below are derived from unaudited financial statements. For periods prior to September 5, 2006, the following discussion and analysis is based on the historical consolidated financial statements of Tianwei Yingli and our view of its business and operations, and for periods including and subsequent to August 7, 2006 (date of inception), the following discussion and analysis is based on the consolidated financial statements of Yingli Green Energy. In our discussion of the results of operations for the third quarter of 2006, representing the period from July 1, 2006 through September 30, 2006, we refer to certain line items in the statement of income as “combined” for comparative purposes. The combined amounts represent the addition of the amounts for certain income statement line items of Tianwei Yingli, our predecessor, for the period from July 1, 2006 through September 4, 2006 and the amounts for the corresponding income statement line items of us, for the period from August 7, 2006 (date of inception) through September 30, 2006. The combined financial data for the third quarter of 2006 do not comply with U.S. GAAP. We are including these combined amounts to supplementally provide information which we believe will be helpful to gaining a better understanding of our quarterly results of operations and improve the comparative analysis against the prior quarters, each of which included a full calendar quarter. These combined amounts do not purport to represent what our quarterly results of operations would have been in such periods if Yingli Group transferred its 51% equity interest in Tianwei Yingli to us on July 1, 2006. You should read the following table in conjunction with our audited financial statements and related notes included elsewhere in this prospectus. We have prepared the unaudited consolidated financial information includes all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for the quarters presented.

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																							Yingli Green
		Predecessor																					Energy			Combined			Yingli Green Energy
																							From			For the			For the three months
		For the three months ended																		From July 1,			August 7,			three months			ended
																				2006 to			2006 to			ended
		March 31,			June 30,			September 30,			December 31,			March 31,			June 30,			September 4,			September 30,			September 30,			December 31,			March 31,
		2005			2005			2005			2005			2006			2006			2006			2006			2006(1)			2006			2007
		(in thousands of RMB except percentages)
Net revenues			37,311			60,919			95,643			167,921			200,900			338,978			344,110			212,167			556,277			542,626			428,553
Cost of revenues			21,694			37,569			63,326			131,015			153,677			218,056			239,903			157,123			397,026			417,724			338,943
Gross profit			15,617			23,350			32,317			36,906			47,223			120,922			104,207			55,044			159,251			124,902			89,610
Operating expenses:
	Selling expenses		315			483			675			2,073			5,272			587			3,731			195			3,926			5,674			17,371
	General and administrative expenses		2,540			4,088			4,890			7,660			5,777			7,979			10,710			3,028			13,738			19,290			23,692
	Research and development expenses		1,068			646			103			(26	)		593			92			2,980			511			3,491			18,960			7,579
Total operating expenses			3,923			5,217			5,668			9,707			11,642			8,658			17,421			3,734			21,155			43,924			48,642
Income from operations			11,694			18,133			26,649			27,199			35,581			112,264			86,786			51,310			138,096			80,978			40,968
Other income/(expense)			(1,691	)		(1,429	)		(462	)		(1,439	)		(5,254	)		(9,713	)		(10,971	)		(6,117	)		(17,088	)		(27,901	)		(18,942	)
Income tax (expense)/benefit			(1,672	)		(2,778	)		(4,351	)		(3,935	)		(5,375	)		(16,363	)		(808	)		(7,001	)		(7,809	)		(15,967	)		360
Net income before minority interest			8,331			13,926			21,836			21,825			24,952			86,188			75,007			38,192			113,199			37,110			22,386

Note:

(1)  Represents the addition of the amounts for the specified financial statement line items of Tianwei Yingli, our predecessor, for the period from July 1, 2006 through September 4, 2006 and the amounts for the corresponding line items of Yingli Green Energy, for the period from August 7, 2006 (date of inception) through September 30, 2006. The presentation of such combined financial data for the three months ended September 30, 2006 is not in accordance with U.S. GAAP. For the period from August 7, 2006 (date of inception) through September 4, 2006, during which the financial statements of the predecessor and those of Yingli Green Energy overlap, Yingli Green Energy did not engage in any business or operations.

     Our quarterly total net revenues has rapidly grown from the first quarter of 2005 as recorded by our predecessor to the last quarter of 2006, primarily due to the increase of sales of PV modules resulting from our capacity expansion, output increase and the increase in the average selling price of PV modules over the relevant periods. Our net revenue in the fourth quarter of 2006 increased significantly from that in the fourth quarter of 2005 as recorded by our predecessor, primarily due to the increase of sales of PV modules resulting from our capacity expansion and the increase in the average selling price of PV modules, principally due to the continued rise in demand for PV installations in 2006. Our net revenue in the fourth quarter of 2006 decreased slightly from that in the third quarter of 2006 on a combined basis, primarily due to a decline in the average selling price of PV modules, resulting principally from intensified price competition among PV module manufacturers since the fourth quarter of 2006, which offset the slight increase of sales of PV modules and PV systems. Our net revenue in the first quarter of 2007 increased significantly from that in the first quarter of 2006 as recorded by our predecessor, primarily due to the increase of sales of PV modules and the average selling price of PV modules, which principally resulted from the continued rise in demand for PV installations in 2006, but decreased from the fourth quarter of 2006, primarily due to a seasonal decrease in the demand of PV modules in our key markets, such as Germany and Spain.

      Our gross margin in the fourth quarter of 2005 (22.0%) and the first quarter of 2006 (23.5%) were comparatively low due to the purchase for our PV module production of a limited amount of PV cells from third-party toll manufacturers, the cost of which was significantly higher than the PV cells produced by us in-

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house. Our gross margin in the second quarter of 2006 (35.7%) was high compared to other quarters in 2006 because we significantly reduced the use of the toll manufacturing arrangement following the commencement of the operations of our newly installed cell production facilities in such quarter. Our gross margin in the fourth quarter of 2006, which was 23.0%, and the first quarter of 2007, which was 20.9%, were comparatively low, primarily due to a continued increase in the cost of silicon raw materials, which offset the decrease in silicon raw materials used per watt in our PV module production as the result of thinner silicon wafers we were able to produce and higher conversion efficiencies of PV cells and improved operation efficiencies we were able to achieve.

      Our operating expenses, which include selling, general and administrative expenses and research and development expenses, as a percentage of net revenue declined for the six quarters ended June 30, 2006, primarily as a result of our improved economies of scale. Our operating expenses as a percentage of net revenue increased between the third quarter of 2006 on a combined basis and the first quarter of 2007, primarily due to our increased marketing and sales initiatives in Spain, Italy and the United States, our continuous investment in research and development, our acquisition of additional equity interest in Tianwei Yingli in the fourth quarter of 2006 which resulted in additional intangible assets and higher amortization cost, and our hiring of new financial and administrative staff in preparation for this offering. As a result, the amortization of intangible assets increased from RMB 1.5 million in the fourth quarter of 2006 to RMB 7.4 million in the first quarter of 2007, sales commission increased from nil in the fourth quarter of 2006 to RMB 7.6 million in the first quarter of 2007 as a result of sales commission paid to a sales agent in Spain for the execution of a sales contract, and the share-based compensation cost increased from RMB 0.06 million in the fourth quarter of 2006 to RMB 4.9 million in the first quarter of 2007. We expect to continue to pay sales commission to our customer in Spain during the life of such sales contract. While we generally do not pay sales commission in connection with entering into a sales contract, we may pay sales commissions to other sales agents in the future.

      Our income from operations has been growing from quarter to quarter over the seven quarters ended September 30, 2006 largely due to our operational improvements. Our income from operations in the fourth quarter of 2006 increased significantly from that in the fourth quarter of 2005 as recorded by our predecessor, primarily due to the significantly higher net revenue in this quarter and an increase in gross margin, but decreased from that in the third quarter of 2006 on a combined basis, primarily due to an increase in the cost of silicon raw material and inventory write-down to net realizable value made during the fourth quarter of 2006. Our income from operations in the first quarter of 2007 increased from that in the first quarter of 2006 as recorded by our predecessor, primarily due to the significantly higher net revenue, which offset the decrease in gross margin and the increase in operating expenses, but decreased from that in the fourth quarter of 2006, primarily due to the decrease in gross margin and the increase in operating expenses. Our tax expenses significantly decreased in the first quarter of 2007 compared to previous quarters principally due to the commencement of a tax holiday on January 1, 2007.

      Our operating results for these quarters are not necessarily indicative of results of any future quarter. See “Risk Factors — Our results of operations are difficult to predict, and if we do not meet the market expectation, the price of our ADS will likely decline.”

Liquidity and Capital Resources

      In our discussion of the liquidity and capital resources for the year ended December 31, 2006, we refer to certain line items on the statements of cash flows as “combined” for comparative purposes. These combined amounts represent the addition of the amounts for certain line items on the statements of cash flows of Tianwei Yingli, our predecessor, for the period from January 1, 2006 through September 4, 2006, and the amounts for the corresponding line items on the statements of cash flows of us, for the period from August 7, 2006 (date of inception) through December 31, 2006. For the period from August 7, 2006 (date of inception) through September 4, 2006, during which the financial statements of the predecessor and those of Yingli Green Energy overlap, Yingli Green Energy did not engage in any business or operations. The combined financial data for the year ended December 31, 2006 do not comply with U.S. GAAP. We are including these combined amounts to supplementally provide information which we believe will be helpful to

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gaining a better understanding of our cash flows and improve the comparative analysis against the prior periods, each of which included a full fiscal year. These combined amounts do not purport to represent what our cash flows would have been in such periods if Yingli Group had transferred its 51% equity interest in Tianwei Yingli to us on January 1, 2006.

Cash Flows and Working Capital

      Prior to September 2006, we have relied principally on borrowings from financial institutions and related parties, to fund our operations and our capacity expansion. Substantially all such borrowings from financial institutions were guaranteed or entrusted by related parties. Under PRC laws, a company that is not a financial institution is not permitted to extend loans directly to another company. Therefore, a financial institution, such as a bank, typically becomes involved in loan arrangements between companies that are not financial institutions, by acting as an intermediary such that the financial institution receives the funds from the lending company and disburses the received funds to the borrowing company. Arranging a loan in this manner is referred to as “entrusting” a loan. In contrast, “guaranteeing” a loan involves a company’s guaranteeing the repayment of a loan made by another company to the lender of such loan.

      From August 7, 2006 (date of inception) through January 13, 2007, in order to obtain additional sources of financing required for the expansion of our operation and production capacities in response to growing market demand for our PV products, we obtained equity and equity-linked financing from third parties in an aggregate amount of US$220 million consisting of the following: US$17 million from the issuance of our Series A preferred shares, US$38 million from the issuance of the mandatory redeemable bonds, payable to Yingli Power US$47 million from the issuance of the mandatory convertible bonds payable to Yingli Power and US$118 million from the issuance of our Series B preferred shares.

      As of December 31, 2004 and 2005, we had a working capital deficit, defined as current liabilities less current assets, of RMB 70.1 million and RMB 231.1 million, respectively, while as of December 31, 2006, we had a working capital surplus (defined as current assets less current liabilities) of RMB 1,057.6 million (US$135.5 million). We may have a working capital deficit in the future. The working capital deficit as of December 31, 2004 and 2005 was primarily due to our historical reliance on the proceeds of short-term loan facilities to meet our significant operating cash requirements and our commitments and significant capital expenditures in expanding our production capacities. The working capital surplus as of December 31, 2006 was primarily due to proceeds from the issuances of our equity and debt securities, which was partially offset by purchases of property, plant and equipment. Our ability to continue as a going concern for a reasonable period of time largely depends on the ability of our management to successfully execute our business plan (including increasing sales while decreasing operating costs and expenses) and, if required, the ability to obtain additional funds, either from our related parties or from the issuance of additional equity or debt securities. Our management believes the execution of our business plan will enable us to fund our operational cash flow needs and meet our commitments and current liabilities as and when they come due for a reasonable period of time.

      The primary sources of our financing have been from banks, our equity interest holders, other related parties and other third parties, private placements of our debt and equity securities. As of December 31, 2004, 2005 and 2006, we had RMB 21.7 million, RMB 14.9 million and RMB 78.5 million (US$10.1 million), respectively, in cash, had RMB 0.7 million, RMB 14.9 million and RMB 321.8 million (US$41.2 million), respectively, in restricted cash, and RMB 92.0 million, RMB 346.8 million, RMB 267.3 million (US$34.2 million), respectively, in outstanding short-term borrowings and RMB 8.1 million, RMB 100.4 million and RMB 31.8 million (US$4.1 million), respectively, in outstanding borrowings from related-parties. We did not have any long-term borrowings as of December 31, 2004 and 2005, but have outstanding mandatory redeemable bonds payable to Yingli Power of RMB 293.1 million (US$37.6 million) and outstanding mandatory convertible bonds payable to Yingli Power of RMB 362.5 million (US$46.5 million), each of which carries a term of more than one year as of December 31, 2006.

      Our cash consists of cash on hand, cash in bank accounts and interest bearing savings accounts. Our restricted cash consists of bank deposits for securing letters of credit and letters of guarantee granted to us

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and a portion of the proceeds from the issuance of the mandatory redeemable bonds and the mandatory convertible bonds.

      Our short-term borrowings from banks outstanding as of December 31, 2004, 2005 and 2006 were RMB 92.0 million, RMB 279.0 million and RMB 255.3 million (US$32.7 million), respectively, and bore a weighted average interest rate of 5.66%, 5.42% and 5.99%, respectively. Our short-term borrowings from banks, which are generally guaranteed or entrusted by Tianwei Baobian, have a term of less than one year, expire at various times throughout the year. We have traditionally negotiated renewal of certain of these borrowings shortly before they mature.

      All other borrowings from third parties (other than banks), which amounted to nil, RMB 67.7 million and RMB 12.0 million (US$1.5 million), respectively, as of December 31, 2004, 2005 and 2006, are interest-free except for a loan in the principal amount of RMB 12.0 million (US$1.5 million) from a government authority at an interest rate of 7.67% per annum as of December 31, 2006. Borrowings from non-financial institution third parties are unsecured, have no definite terms of repayment and are generally arranged personally by our founder, Mr. Liansheng Miao.

      We also have borrowings from Tianwei Baobian, the holder of the minority equity interest in Tianwei Yingli, the outstanding amount of which was RMB 8.0 million, RMB 100.3 million and nil as of December 31, 2004, 2005 and 2006, respectively. Our borrowings from Tianwei Baobian are generally unsecured, interest-free and have no fixed term of repayment. Historically, Tianwei Yingli, as Tianwei Baobian’s subsidiary, was able to obtain entrusted borrowings from Tianwei Baobian. As the result of the decrease of Tianwei Baobian’s interest in Tianwei Yingli from a controlling 51% to a non-controlling 49% and Tianwei Yingli’s becoming our consolidating subsidiary following the completion of the restructuring, we may not be able to obtain such borrowings from Tianwei Baobian or obtain loans that are guaranteed by Tianwei Baobian in the future or may have to seek borrowings or guarantees from other sources, which may increase our cost of borrowings in the future. This is primarily the result of PRC laws and regulations that require the approval of Tianwei Baobian’s shareholders or impose other restrictions upon Tianwei Baobian if Tianwei Baobian, as a company whose shares are listed in the domestic stock market in the PRC, intends to extend loans or provide guarantees to its non-consolidated affiliates, such as Tianwei Yingli.

      We have historically been able repay our borrowings mostly from refinancing or new or additional borrowings from our shareholders, related parties and other third parties. We may also seek additional debt or equity financing or to use some of the proceeds from this offering to repay the remaining portion of our borrowings. As we ramp up our current and planned operations in order to complete our expansion projects, we expect to generate cash from our expanded operations to repay a portion of our borrowings. If we are unable to obtain alternative funding or generate cash from our operations as required, our business and prospects may suffer. See “Risk Factors — Risks Related to Us and the PV Industry — We have significant outstanding short-term borrowings, and we may not be able to obtain extensions when they mature.”

      We also received a substantial amount of funds generated by the private placements of our equity and debt securities, including Series A preferred shares, Series B preferred shares, mandatory redeemable bonds payable to Yingli Power and mandatory convertible bonds payable to Yingli Power issued during the period from September 2006 to January 2007.

      For a more detailed description of these private placement transactions, see “Restructuring — Private Equity Investments and Other Financings Following the Restructuring.”

      We had one obligation in the aggregate amount of RMB 12 million (US$1.5 million) that were overdue as of December 31, 2006, consisting of a repayment obligation to a provincial government authority in the PRC in the amount of RMB 12 million. We plan to repay these obligations promptly upon demand.

      We have significant working capital commitments because suppliers of high purity polysilicon and polysilicon scraps require us to make prepayments in advance of shipment. Accordingly, our advances or prepayments to suppliers increased significantly from RMB 12.6 million, to RMB 123.5 million and to RMB 361.1 million (US$46.3 million), as of December 31, 2004, 2005 and 2006, respectively. In addition, in anticipation of sharp rises in the price of polysilicon arising from the industry-wide shortage of polysilicon

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and increasing market demand for our PV modules, we spent significant working capital to purchase polysilicon in 2005 and 2006. As a result, our inventories increased significantly from RMB 17.5 million, to RMB 106.6 million and to RMB 811.7 million (US$104.0 million), as of December 31, 2004, 2005 and 2006, respectively. We also make prepayments for equipment purchases. Our prepayments for equipment purchases amounted to RMB18.3 million, RMB58.6 million and RMB126.8 million (US$16.3 million) as of December 31, 2004, 2005, and 2006, respectively.

      The following table sets forth a summary of our cash flows for the periods indicated:

										Yingli Green
	Predecessor									Energy
																(Combined)
							For the period			For the period
							from January 1,			from
	For the year ended						2006			August 7, 2006						For the year
	December 31,						through			through						ended
							September 4,			December 31,						December 31,
	2004			2005			2006			2006			Reconciliation			2006(1)
	RMB			RMB			RMB			RMB			RMB			RMB			US$
	(in thousands)
Net cash (used in) provided by operating activities		17,230			(126,405	)		(306,668	)		(447,997	)		—			(754,665	)		(96,701	)
Net cash used in investing activities		(29,247	)		(227,406	)		(138,498	)		(466,795	)		—			(605,293	)		(77,561	)
Net cash provided by financing activities		29,000			346,937			517,271			990,951			(86,970	)(2)		1,421,252			182,116
Effect of foreign currency exchange rate changes on cash		—			—			—			2,296			—			2,296			294
Net increase (decrease) in cash		16,983			(6,874	)		72,105			78,455			(86,970	)(2)		63,590			8,148
Cash at the beginning of the period		4,756			21,739			14,865			—			—			14,865			1,905
Cash at the end of the period		21,739			14,865			86,970			78,455			(86,970	)(2)		78,455			10,053

Note:

(1)

Represents the addition of the amounts for the specified line items of Tianwei Yingli, our predecessor, for the period from January 1, 2006 through September 4, 2006 and the amounts for the corresponding line items of us, for the period from August 7, 2006 (date of inception) through December 31, 2006, after considering the reconciling item. The presentation of such combined financial data for the year ended December 31, 2006 is not in accordance with U.S. GAAP. For the period from August 7, 2006 (date of inception) through September 4, 2006, during which the financial statements of the predecessor and those of Yingli Green Energy overlap, Yingli Green Energy did not engage in any business or operations.

(2)

Represents the cash Yingli Green Energy assumed from Tianwei Yingli at the time of the transfer to Yingli Green Energy of the 51% equity interest in Tianwei Yingli held by Yingli Group.

Operating Activities

      Net cash used in operating activities was RMB 126.4 million in 2005 and RMB 754.7 million (US$96.7 million) in 2006, compared to net cash provided by operating activities of RMB 17.2 million in 2004. Net cash was used in operating activities in 2006 primarily because payments for inventory and prepayments to suppliers more than offset an increase in cash advances received from customers and cash received from customers for sales of products.

      Net cash was also used in operating activities in 2005 primarily because payments for inventories and prepayments to suppliers more than offset the increase in cash advances received from customers and cash provided by sales of products. Net cash was provided by operating activities in 2004 primarily because cash received from customers for sales of products more than offset payments for inventories and prepayments to suppliers.

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Investing Activities

      Net cash used in investing activities increased from RMB 29.2 million in 2004 to RMB 227.4 million in 2005 to RMB 605.3 million (US$77.6 million) in 2006, due primarily to continued capacity expansion in our manufacturing facilities in Baoding and the restricted cash placed in escrow for a portion of the proceeds from the issuance of the mandatory redeemable bonds payable to Yingli Power, the mandatory convertible bonds payable to Yingli Power and the Series B preferred shares in 2006.

Financing Activities

      Net cash provided by financing activities significantly increased from RMB 29.0 million in 2004 to RMB 346.9 million in 2005 primarily as a result of borrowings from financial institutions and related parties. Net cash provided by financing activities further increased to RMB 1,421.3 million (US$182.1 million) in 2006, due primarily to the private placements of Series A preferred shares, the mandatory redeemable bonds, the mandatory convertible bonds, Series B preferred shares and borrowings from or guaranteed or entrusted by related parties

      The net proceeds from the issuance and sale of the Series A preferred shares, the Series B preferred shares, the mandatory redeemable bonds payable to Yingli Power and the mandatory convertible bonds payable to Yingli Power were approximately RMB 134.2 million (US$17.2 million), RMB 887.5 million (US$113.7 million), RMB 292.0 million (US$37.4 million) and RMB 361.1 million (US$46.3 million ), respectively, or approximately RMB 1,674.8 million (US$214.6 million) in the aggregate. Except for approximately RMB 35.1 million (US$4.5 million) from the issuance and sale of the Series B preferred shares to two investors in January 2007, the proceeds from these private placements were received in 2006. The proceeds from these private placements, except for RMB 35.2 million (US$4.5 million) which was reserved for payment of interest under the mandatory redeemable bonds payable to Yingli Power and the mandatory convertible bonds payable to Yingli Power and RMB 134.6 million (US$17.2 million) which was used by Yingli Green Energy to acquire the 51% equity interest in Tianwei Yingli from Yingli Group, were, or will be, used to increase the percentage of our equity interest in Tianwei Yingli. Tianwei Yingli has used the proceeds received from us for the expansion of PV manufacturing facilities and general corporate purposes. For further description of private placements of Series A preferred shares, Series B preferred shares, the mandatory redeemable bonds payable to Yingli Power and the mandatory convertible bonds payable to Yingli Power, see “Restructuring — Private Equity Investments and Other Financings Following the Restructuring.”

      We believe that our current cash, bank borrowings and proceeds from this offering will be sufficient to meet our anticipated cash needs, including cash needs for working capital and capital expenditures, at least until the end of 2007. We plan to meet our cash needs for working capital and capital expenditures for years following 2007 primarily through cash generated from operations, and to the extent required, through borrowings from financial institutions and/or issuances of equity and debt securities. We may, however, require additional cash due to changing business conditions or other future developments. If our existing cash is insufficient to meet our requirements, we may seek to borrow from financial institutions or our equity interest holders or seek additional equity contributions. We cannot assure you that financing will be available in the amounts we need or on terms acceptable to us, if at all. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and Tianwei Yingli’s ability to pay dividends to us, and in turn, our ability to pay dividends to our shareholders. If we are unable to obtain additional equity contribution or debt financing as required, our business operations and prospects may suffer.

Capital Expenditures

      We had capital expenditures of RMB 28.7 million, RMB 226.5 million and RMB 254.8 million (US$32.7 million) in 2004, 2005 and 2006, respectively. Our capital expenditures were used primarily to build manufacturing facilities for our PV products.

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      We estimate that we will make substantial capital expenditures in 2007 and 2008 in the amounts of approximately RMB 1,000 million and RMB 1,250 million, respectively, which will be used primarily to build manufacturing facilities for our PV products. We currently plan to increase our annual manufacturing capacity of polysilicon ingots and wafers, PV cells and PV modules to 200 megawatts each during the first half of 2007 and to 400 megawatts each by the end of 2008. As of December 31, 2006, we committed an aggregate of RMB 513.3 million (US$65.8 million) to purchase property, plant and equipment for such expansion. We plan to fund these capital expenditures substantially with proceeds from this offering, which we will inject into Tianwei Yingli in the form of equity contributions or shareholder loans, as well as additional borrowings from third parties and from related parties, including banks, and, if any, cash from operations.

Contractual Obligations and Commercial Commitments

      Our contractual obligations and commitments as of December 31, 2006 are set forth in the table below.

		Payment due by period
										More
				Less than						than 5
		Total		1 year		1-3 years		3-5 years		years
		(in thousands of RMB)
Borrowings from banks			255,286		255,286		—		—		—
Borrowings from related parties			31,849		31,849		—		—		—
Borrowings from third parties			12,000		12,000		—		—		—
Mandatory redeemable bonds payable to Yingli Power			293,110		—		293,110		—		—
Mandatory convertible bonds payable to Yingli Power			362,530		—		362,530		—		—
Interest obligations on mandatory redeemable and convertible bonds payable to Yingli Power			109,219		54,178		55,041		—		—
Commitments for capital expenditures			513,292		512,684		608		—		—
Commitments for inventory purchase			1,901,423		1,184,889		35,129		128,000		553,405
	Total		3,478,709		2,050,886		746,418		128,000		553,405

Off-Balance Sheet Commitments and Arrangements

      We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of third parties. We have not entered into any derivative contracts that are indexed to our equity interests and classified as owners’ equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us.

      Under the joint venture contract, Tianwei Baobian has a right to subscribe for a number of ordinary shares newly issued by us to be determined by a pre-agreed formula set forth in the joint venture contract. In connection with the preferred equity financing, we granted to an affiliate of the Series A preferred shareholder and 11 Series B preferred shareholders warrants to purchase our ordinary shares newly issued by us. See “Restructuring.”

Inflation

      Since our inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the change of consumer price index in China was 3.9%, 1.8% and 1.5% in 2004, 2005 and 2006, respectively.

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Qualitative and Quantitative Disclosure about Market Risks

Foreign Exchange Risk

      Most of our sales are currently denominated in U.S. dollars and Euros, and to a lesser extent, in Renminbi, while a substantial portion of our costs and expenses is denominated in U.S. dollars, Renminbi, Japanese Yen and Euros. Under relevant PRC regulations, we are required to convert the foreign currencies we receive into Renminbi within specified time periods and prior to disbursement.

      Fluctuations in currency exchange rates could have a significant effect on our financial stability due to a mismatch among various foreign currency-denominated assets and liabilities. Fluctuations in exchange rates, particularly among the U.S. dollar, Euro and Renminbi, affect our net profit margins and would result in foreign currency exchange gains and losses on our foreign currency denominated assets and liabilities. Our exposure to foreign exchange risk primarily relates to foreign currency exchange gains or losses resulting from timing differences between the signing of sales contracts or raw material supply contracts and the receipt of payment and the settlement or disbursement relating to these contracts.

      As of December 31, 2006, we held an equivalent of RMB 281.9 million (US$36.1 million) in accounts receivable, of which an equivalent of RMB 272.3 million (US$34.9 million) were denominated in U.S. dollars. As the substantial majority of our sales of our products and purchases of our raw materials are denominated in U.S. dollars, any significant fluctuations in the exchange rates between the Renminbi and the U.S. dollar could have a material adverse effect on our results of operations. Moreover, we had significant monetary assets and liabilities denominated in U.S. dollars as of December 31, 2006, which consisted mainly of accounts receivable and accounts payable. Fluctuations in foreign exchange rates could also have a material adverse effect on the value of these monetary assets and liabilities denominated in U.S. dollars. Generally, appreciation of Renminbi against U.S. dollars will result in foreign exchange losses for monetary assets denominated in U.S. dollars and foreign exchange gains for monetary liabilities denominated in U.S. dollars. Conversely, depreciation of Renminbi against U.S. dollars will generally result in foreign exchange gains for monetary assets denominated in U.S. dollars and foreign exchange losses for monetary liabilities denominated in U.S. dollars.

      Without taking into account the effect of the potential use of hedging or other derivative financial instruments, we estimate that a 10% appreciation of Renminbi based on the foreign exchange rate on December 31, 2006 would result in our holding Renminbi equivalents of RMB 35.7 million and RMB 254.7 million (US$32.6 million) for our accounts receivable as of December 31, 2005 and 2006, respectively. These amounts would represent net loss of RMB 4.8 million and RMB 27.2 million (US$3.5 million) for our accounts receivable as of December 31, 2005 and 2006, respectively. Conversely, we estimate that a 10% depreciation of Renminbi would result in our holding Renminbi equivalents of RMB 42.9 million and RMB 309.2 million (US$39.6 million) for our accounts receivable as of December 31, 2005 and 2006, respectively. These amounts would represent net income of RMB 2.4 million and RMB 27.2 million (US$3.5 million) for our accounts receivable as of December 31, 2005 and 2006, respectively.

      Yingli Green Energy’s functional currency is U.S. dollars. Assets and liabilities of Yingli Green Energy are translated into our reporting currency, the Renminbi, using the exchange rate on the balance sheet date. Revenues and expenses are translated into our reporting currency, the Renminbi, at average rates prevailing during the year. The gains and losses resulting from the translation of financial statements of Yingli Green Energy are recorded as a separate component of accumulated other comprehensive income within shareholders’ equity.

      Tianwei Yingli’s functional currency is the Renminbi. Tianwei Yingli translates transactions denominated in other currencies into Renminbi and recognizes any foreign currency exchange gains and losses in our statement of income. Net foreign currency exchange loss was approximately nil in 2004, due to the relatively stable exchange rate between the U.S. dollar and Renminbi. Net foreign exchange loss was RMB 1.8 million in 2005 and RMB 8.1 million (US$1.0 million) in 2006, due to the adjustment of the exchange rate between the two currencies, effective July 21, 2005. We have not used any forward contracts, currency options or borrowings to hedge our exposure to foreign currency exchange risk. We cannot predict the effect of future

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exchange rate fluctuations on our results of operations and may incur net foreign currency exchange losses in the future. Although we plan to reduce the effect of such exposure through hedging arrangements, such as entering into forward exchange contracts and foreign currency option contracts, due to the limited availability of hedging instruments in China, we cannot assure you that we will find a suitable hedging arrangement, or that such hedging activities will be effective in managing our foreign exchange risk exposure.

      The value of your investment in our ADSs will be affected by the foreign exchange rate between U.S. dollars and Renminbi. To the extent we hold assets denominated in U.S. dollars, including the net proceeds to us from this offering, any appreciation of the Renminbi against the U.S. dollar could result in a foreign currency exchange loss recorded as a separate component of accumulated other comprehensive income and a reduction in the value of our U.S. dollar denominated assets. On the other hand, a decline in the value of the Renminbi against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results, the dividends Tianwei Yingli may pay us in the future, if any, the dividends we may pay to you in the future, if any, and the value of your investment in us, all of which may have a material adverse effect on the prices of our ADSs.

Interest Rate Risk

      Our exposure to interest rate risk primarily relates to our interest expenses incurred by our short-term borrowings and interest income generated by excess cash invested in demand deposits. Such interest-earning instruments carry a degree of interest rate risk. We have not used any derivative financial instruments to manage our interest rate risk exposure. We have not been exposed nor do we anticipate being exposed to material risks due to changes in interest rates. However, our future interest expense may increase due to changes in market interest rates.

Recent Accounting Pronouncements

      In July 2006, the FASB issued FASB Interpretation No. 48, or FIN 48, Accounting for Uncertainty in Income Taxes. FIN 48 establishes the threshold for recognizing the benefits of tax-return positions in the consolidated financial statements as “more-likely-than-not” to be sustained by the taxing authority, and prescribes a measurement methodology for those positions meeting the recognition threshold. FIN 48 is effective and applicable to us on and after January 1, 2007. We have not yet determined the impact of adopting the provisions of FIN 48 on our financial position, result of operations and liquidity.

      In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Instruments — An amendment of FASB Statements 133 and 140, or SFAS No. 155. SFAS No. 155 improves financial reporting by eliminating the exemption from applying SFAS No. 133 to interests in securitized financial assets so that similar instruments are accounted for similarly regardless of the form of the instruments. SFAS No. 155 also improves financial reporting by allowing a preparer to elect fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to a re-measurement event, on an instrument-by-instrument basis, in cases in which a derivative would otherwise have to be bifurcated, if the holder elects to account for the whole instrument on a fair value basis. SFAS No. 155 is effective and applicable to us for all financial instruments acquired or issued after January 1, 2007. We do not expect the adoption of this statement will have a material effect on our consolidated financial statements.

      In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement, or SFAS No. 157. SFAS No. 157 addresses standardizing the measurement of fair value for companies that are required to use a fair value measure of recognition for recognition or disclosure purposes. The FASB defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measure date.” SFAS No. 157 is effective and applicable to us on and after January 1, 2007. We do not expect the adoption of this statement to have a material effect on our consolidated financial statements.

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BUSINESS

Overview

      We are one of the leading vertically integrated PV product manufacturers in China. Through Tianwei Yingli, our principal operating subsidiary based in China, we design, manufacture and sell PV modules, and design, assemble, sell and install PV systems that are connected to an electricity transmission grid or those that operate on a stand-alone basis. With an annual production capacity of 95 megawatts of polysilicon ingots and wafers, 90 megawatts of PV cells and 100 megawatts of PV modules as of the date of this prospectus, we believe we are currently one of the largest manufacturers of PV products in China as measured by annual production capacity. Except for the production of polysilicon materials that are used to manufacture polysilicon ingots and wafers, our products and services substantially cover the entire PV industry value chain from the manufacture of multicrystalline polysilicon ingots and wafers, PV cells, PV modules and PV systems to PV system installation. We believe we are one of the few large-scale PV companies in China to have adopted vertical integration as their business model. Our end-products include PV modules and PV systems in different sizes and power outputs. We sell PV modules under our own brand name, Yingli, to PV system integrators and distributors located in various markets around the world, including Germany, Spain, China and the United States.

      In 2002, we began producing PV modules with an initial annual production capacity of three megawatts and have significantly expanded production capacities of our PV products in the past four years. In April 2006, we launched a new expansion project in Baoding, China to increase our annual production capacity of polysilicon ingots and wafers, PV cells and PV modules to 600 megawatts each by 2010.

      Historically, we have sold and installed PV systems in the western regions of China where substantial government-subsidized, rural electrification projects are underway. We also sell PV systems to mobile communications service providers in China for use across China and plan to export our PV systems into major international markets such as Germany, Spain and the United States. In order to promote the export of our PV systems, we have participated in the design and installation of large PV system projects undertaken by our customers overseas. For example, we cooperated with Solar-Energiedach GmbH NL in the design and installation of a one-megawatt PV system covering the roof of the Kaiserslautern soccer stadium in Germany, one of the FIFA World Cup 2006 venues. Historically, sales of PV systems by us have not been significant. However, we expect our sales of PV systems to increase although we expect such sales to remain relatively insignificant as a percentage of our net revenues in the near term.

Our Competitive Strengths

      We believe that our following competitive strengths enable us to compete effectively and to capitalize on the rapid growth of the global PV market.

Vertically integrated business model

      In 2003, we developed the ability to manufacture multicrystalline polysilicon ingots and wafers, PV cells, PV modules and integrated PV systems. Our products and services currently comprise substantially the entire PV industry value chain except for the manufacture of polysilicon feedstock, and we believe we are one of the few PV companies in China who have adopted such a highly integrated business model. We believe that our vertically integrated business model enables us to capture profit at nearly every stage of the PV industry value chain and withstand, or capitalize on, the fluctuating profit margins of products at different stages of the PV industry value chain. While the profit margins for different products in the PV industry value chain may vary and change over time, we believe we would be well positioned to maintain or improve our overall profit margin relative to many of our competitors that produce only a limited range of PV products.

      We believe that our vertically integrated business model enables us to closely monitor the quality of our PV products and design and streamline our manufacturing process to more efficiently leverage technical and cost improvements across various stages of our manufacturing process. We believe that our vertically

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integrated business model has been instrumental to increasing the yield from our production process, improving the conversion efficiency of our PV cells and cutting the lead time in filling orders from our customers.

Cost-effective and efficient manufacturing process

      The technical improvements resulting from our research and development efforts have been instrumental in significantly reducing our production costs and increasing our operational efficiency. For example, our ability to reduce the thickness of our wafers from 325 microns in 2003 to 200 microns in December 2006 has enabled us to produce a greater number of wafers per unit of polysilicon used and reducing our per unit production cost. In addition, improvements in our techniques for mixing different grades of polysilicon feedstock have enabled us to use a greater percentage of cheaper polysilicon scraps, such as the discarded tops and tails of ingots, pot scraps and broken wafers, with a minimal reduction in the quality of our PV modules, which has enabled us to reduce our per unit material cost. Furthermore, the increase in the average conversion efficiency of our PV cells, which resulted from improving the absorption qualities of our PV cells, has enabled us to generate greater sales revenue from the same amount of polysilicon used as our PV modules, which are made up of PV cells, are sold on a per watt basis.

      We believe that a balanced combination of advanced automated manufacturing equipment and low-cost skilled labor in China also enables us to improve operational efficiency and reduce our cost more efficiently than our overseas competitors. For example, our newly acquired ingot-casting furnaces, ingot block-cutting bricketers and wafer-slicing wire saws use some of the more advanced process technologies, which has been instrumental in efficiently utilizing our resources. The relatively low cost of skilled labor in China also benefits us with respect to the labor-intensive aspects of our manufacturing processes such as sorting through polysilicon feedstock to gather feedstock suitable for production. We believe that our technology and our labor cost advantages provide us with substantial competitive advantages over our overseas competitors.

High-quality products and growing brand recognition

      We sell PV modules under our own brand name, Yingli, to PV system integrators and distributors worldwide. We plan to further build up our brand name by supplying consistently high quality products to our customers. The majority of our PV modules have passed the tests administered by the Arizona State University Photovoltaic Testing Laboratory under the IEC 61215 test standards, have received TÜV certificates in Germany, and have been authorized by Underwriters Laboratories Inc. of the United States to use the “UL” certification. We believe these international certifications and test standards foster customer confidence in our products and signify the quality and reliability of our products. We also actively participate in trade shows and exhibitions worldwide to promote our brand name and products. As a result of these efforts, we believe our brand name is achieving a significant level of recognition in our major overseas markets. Several articles about us have also appeared on the website of Solarbuzz, an independent solar energy research and consulting firm. According to information available to us, we believe we were, and still are, one of the two PV companies in China whose PV modules have been included in the “List of Eligible Renewable Equipment” compiled by the New Solar Homes Partnership Program administered by the California Energy Commission.

      In order to promote the export of our PV systems, we have participated in the design and installation of large PV system projects undertaken by our customers overseas. For example, we collaborated with Solar-Energiedach GmbH NL in the design and installation of a one-megawatt PV system covering the roof of the Kaiserslautern soccer stadium in Germany, one of the FIFA World Cup 2006 venues.

      In China, we were designated by the Chinese National Development and Reform Commission in 1999 to develop production capacity for multicrystalline PV cells and systems. Since then, we have been a leader in the research, development and refinement of production processes for multicrystalline PV products in China. In addition, we have actively promoted our brand name through advertisements on newspapers and trade magazines in China.

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Steadily improving research and development capability

      Our research and development team was formed in 1998 and is one of the pioneers in the research and development of multicrystalline-based PV products in China. We have built a large team of experienced and talented engineers and technicians with proven research skills and the capability to solve practical problems encountered in our manufacturing process. Our engineers and technicians actively involve in our manufacturing process to solve problems on-site and continuously strive to find solutions to improve our manufacturing process. The key focus areas for our research and development activities include (i) reducing production costs, (ii) improving the quality and conversion efficiency of PV cells and PV modules and (iii) improving operational efficiency through seamless integration of the overall manufacturing process. As the result of our steadily improving research and development capacity, we began producing 240 kilogram multicrystalline polysilicon ingots in 2003 and 260 kilograms multicrystalline polysilicon ingots in 2005. In December 2006, we started producing wafers with a thickness of 200 microns.

Established customer and supplier relationships

      By supplying high-quality PV modules, we have established solid business relationships with a number of leading system integrators and installers in major international markets, including Germany, Spain and the United States, despite the fact that such business relationships have been developed in a short period of time. For example, we entered into long-term sales arrangements with our major international customers, including an arrangement with Acciona Energía, S.A., one of our key customers in Spain. Under the contract with Acciona Energía, we are required to supply an aggregate of 42 megawatts PV modules until 2008. The term of this contract may be extended for one year by mutual agreement. This contract can be terminated (i) for cause by either party, (ii) by Acciona Energía in cases of, among others, our bankruptcy, change of control or sale of substantially all of our assets, significant regulatory changes in China, failure to deliver or delivery of substandard PV modules by us, or (iii) by us if Acciona Energía loses the right to construct the solar energy facility for whose use our PV modules are being supplied or if we fail to obtain sufficient polysilicon.

      In China, we have built strategic relationships with leading Chinese telecommunications vendors, which have enabled us to sell to such vendors large, stand-alone integrated PV systems used to provide power to wireless telecommunications towers and base stations. In addition, we have a strong customer base in the southwestern regions of China, including Sichuan and Tibet. Chengdu Yingli and Tibetan Yingli sell and install PV systems in their respective local markets. Our presence in Sichuan and Tibet has enabled us to establish a strong customer base in these regions and maintain cooperative relationships with the local governments, both of which have helped us to obtain new business opportunities in Sichuan, Tibet and their surrounding regions.

      We have maintained close relationships with some of the world’s major polysilicon suppliers by entering into long-term supply contracts. With a view to obtaining larger amounts of long-term supplies of polysilicon on more favorable terms to satisfy our future needs, which is expected to increase as the result of our production capacity expansion plans for 2007 and 2008, we are actively seeking to further strengthen our relationship with our polysilicon suppliers and establish strategic relationships with them. We are also in active discussions with several other polysilicon suppliers overseas to secure supply of polysilicon on a long-term basis. We have concluded, and are in the process of negotiating, new polysilicon supply contracts with our major polysilicon suppliers. For example, we entered into two long-term supply contracts with Wacker Chemie AG, a German polysilicon supplier, for supplies of polysilicon from 2009 through 2013 and from 2009 through 2017, respectively. These contracts have terms of seven years and 11 years, respectively, and the prices at which polysilicon is supplied under these contracts are subject to adjustment every six months. We recently entered into another contract with Sichuan Xingguang Silicon Science and Technology Co., Ltd., or Xingguang. Subject to its actual production capability and output, Xingguang intends to supply 200 tons and 1,000 tons of silicon materials to us during 2007 and 2008, respectively. We currently estimate that over 90% of our currently expected polysilicon needs for 2007 and approximately 50% of our currently expected polysilicon needs for 2008 will be met by our existing contracts, as determined on the basis of our current capacity expansion plans.

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Experienced management team

      Our management team has substantial expertise in our operations and increased our manufacturing capacity, revenues and profits. Mr. Liansheng Miao, our chairperson and chief executive officer and Tianwei Yingli’s vice chairperson and chief executive officer, has 20 years of senior management experience in the PV and other manufacturing businesses. Mr. Miao was featured on the front cover of Photon International, a leading trade journal on the subject of the international PV industry, in August 2005 and currently serves as an executive director of the Photovoltaic Committee of the China Renewable Energies Association. Mr. Guoxiao Yao, chief technology officer of Yingli Green Energy and Tianwei Yingli, has a doctorate degree in PV engineering. Mr. Seok Jin Lee, chief operating officer of Yingli Green Energy and Tianwei Yingli, has six years of senior management experience at Hyundai Heavy Industries, a South Korean heavy machinery manufacturer, including its solar business division. Mr. Zongwei Li, chief financial officer of Yingli Green Energy and Tianwei Yingli, has 11 years of experience in providing auditing services to large Chinese and international enterprises in the energy, high technology, manufacturing and other industries. As a result, our management team has developed a deep understanding of the major aspects of procurement, marketing and production of PV products in China.

Our Strategies

      We seek to maintain our leadership position in the development and manufacture of PV products by taking advantage of our high degree of vertical integration in the PV production process which yields economies of scale and cost savings. More specifically, we plan to focus on the following areas:

Expand PV systems sales to overseas markets

      We currently see a significant market potential in the design, development, installation and operation of PV systems in overseas markets. We believe that expansion of our sales and installation of PV systems into overseas markets will improve our profit margins and also add value to our brand name and create stable demand for our PV modules. Accordingly, while we plan to continue to strengthen our manufacturing capacity, we also plan to significantly expand the sale of PV systems by taking the following steps:

•  fostering and improving our existing relationships with established PV system integrators and installers in Europe by continuing to participate in their large system integration and installation projects and supplying PV modules to these customers at competitive prices in exchange for the right to participate in their system integration projects; and

•  building up our capabilities to undertake PV system projects in collaboration with PV system integrators and installers in Europe and the United States.

      We believe that our strong manufacturing capacity for upstream PV products, such as PV cells and PV modules, provides significant advantages to compete in the downstream market of PV system sales and installations. Our expansion in the PV system market will focus on large-scale, on-grid PV systems.

Expand global reach for our products

      Our current key international markets are Germany and Spain, which represented our largest and second largest markets based on the revenues from the sales of our PV modules and PV systems in 2006. We seek to increase sales in the United States and Spain and expand into selected countries in southern Europe and Southeast Asia, where we believe the PV market is likely to grow significantly in the near term. For example, in November 2006, we entered into a contract with Acciona Energía, S.A. for the supply of an aggregate of 42 megawatt PV modules until 2008. We believe the visibility of our brand name in Germany and Spain will help us expand into our new targeted markets in Europe. We also seek to strengthen our relationships with existing customers by entering into long-term supply contracts with them. We also plan to set up subsidiaries in Europe and the United States to provide services to our customers in those markets.

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Secure and strengthen stable and long-term relationships with polysilicon suppliers

      Stable and reliable polysilicon supplies are critical to our long-term growth and profitability. Since 2003, when we began to purchase polysilicon for use in our PV products, we have met our polysilicon needs primarily through three-month to one-year supply contracts with suppliers and distributors overseas and in China. We seek to strengthen and expand these relationships by entering into more long-term and stable contractual relationships. For example, we plan to secure a portion of our polysilicon requirements from several polysilicon suppliers that are currently constructing polysilicon production facilities in China which are expected to commence operation in 2007.

Achieve technological advances through dedicated and continuous research and development efforts

      We plan to continue to dedicate an increasing amount of resources and efforts to research and development. The primary focus of our research and development efforts is on improving our manufacturing processes at each stage of our supply chain in order to raise the yield rate and deliver higher-efficiency and more diversified PV products at a lower cost. We believe these research and development efforts will help enhance the quality of our products, which we believe will in turn significantly enhance our profitability. More specifically, the key elements of our research and development efforts include:

•  Adopt acid texturation technology for multicrystalline PV cells. We are in the process of adopting new equipment for our multicrystalline silicon PV cell production lines. These new equipment are able to isotropically create a textural effect on multicrystalline silicon PV cells to trap more light coming into multicrystalline PV cells and to reduce the reflection loss of this type of PV cells, hence substantially improving their short-circuit current.

•  Optimize phosphorous doping profile and front-sided contact designs of multicrystalline silicon PV cells. We intend to optimize emitter doping profiles and emitter uniformity of our multicrystalline silicon PV cells, which we believe will significantly improve the spectral response to short wave length lights and efficiency consistency of our PV cells. In addition, we are seeking to improve the front contact designs of our multicrystalline silicon PV cells, which allows a reduction of the shading and resistance losses of the cells.

•  Produce larger ingots and thinner wafers at lower cost. We intend to continue to explore ways to cast larger ingots and slice thinner wafers through cooperation with the furnace supplier to produce larger ingots.

•  Improve PV system technology. In line with our strategy to expand our downstream PV system sales and installation, we seek to continuously improve our PV system technology. We plan to accumulate experience in implementing large on-grid PV system projects through cooperation with overseas PV system integrators and installers. We also plan to improve the technology for home-use PV systems to facilitate the use of our PV modules as replacement for tiles or other roof-covering materials.

•  Optimize polysilicon feedstock mix. We plan to continue to optimize the silicon feedstock mixture used in the polysilicon ingot casting process and the methods by which they are prepared and mixed in order to reduce the use of expensive high-purity polysilicon with minimal effect on the quality of our polysilicon wafers or the conversion efficiency of our PV cells.

•  Establish dedicated research institutions. We plan to establish a PV research and development center to support our expansion into the downstream PV system integration market. In addition, we plan to establish a training facility to further enhance the knowledge base of our research and development staff and strengthen our research and development and engineering resources.

Increase production capacity

      In April 2006, we launched a new expansion project in Baoding, China to increase our annual production capacity of polysilicon ingots and wafers, PV cells and PV modules to 600 megawatts each by

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2010. We will closely monitor the progress of this expansion project to avoid risks of over-expansion while evaluating other available expansion opportunities. We believe expansion of our production capacity is likely to result in greater economies of scale for our operations.

Expand market share in China

      Although the PV market in China is currently smaller than other major PV markets, such as Germany and Spain, we believe that the recent adoption of China’s Renewable Energy Law and the PRC government’s commitment to develop renewable energy sources may lead to rapid growth in the PV market in China. See “— Industry — Key Growth Drivers of the Solar Energy Industry — Government Incentives — China.”

      Based on market information available to us, we believe that we are currently one of the leaders in the Chinese PV market in terms of annual production capacity and degree of vertical integration, and we plan to take the following actions to further enhance our market position in China:

•  strengthen our existing relationship with the PRC government and major Chinese telecommunications companies and equipment vendors, see “— Markets and Customers;”

•  pursue new business opportunities in China, such as selling more independent PV systems to local residential users (as currently being pursued by Tibetan Yingli) and installing services for fire-prevention, telecommunication and weather forecasting stations (as currently being pursued by our subsidiary in Chengdu);

•  promote the awareness of PV products in general and our brand name in particular by installing demonstration PV systems in public areas and through donation of PV systems; and

•  leverage the experience and expertise obtained in overseas markets to develop a technological edge over our competitors in China as well as build up a greater visibility for our brand name and products in China.

Industry

Introduction

      Solar power systems are used for a variety of residential, commercial and industrial applications generally categorized as either “on-grid” or “off-grid.” “Off-grid” applications represent PV systems that operate on a stand-alone basis to provide electricity independent of an electricity transmission grid. “On-grid” applications represent PV systems that are connected to an electricity transmission grid and feeds electricity generated into the electricity transmission grid. The market for “on-grid” applications, where solar power is used to supplement electricity purchased from a public utility network, represents the largest and fastest growing segment of the market. The “Balanced Energy” forecast scenario prepared by Solarbuzz, a solar energy research and consulting firm, forecasted worldwide installations of PV systems to increase from 1,744 megawatts in 2006 to 4,177 megawatts in 2011. “Off-grid” markets offer opportunities to access solar energy where access to public utility networks is not physically or economically feasible. “Off-grid” markets include consumer applications such as portable recreation power modules and garden lighting, industrial applications, such as road signs, highway call boxes and support systems for communications systems, and rural residential applications.

     Advantages of Solar Energy

      Solar energy has several advantages over conventional energy and other forms of renewable energy, and these advantages have been increasingly recognized over time:

•  Environmental Friendliness and Renewability. Solar power is one of the most environmentally friendly cleanest sources of electricity without air or water emissions, noise, vibrations or any waste generation.

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•  Peak Energy Generation Ability. Solar power is well-suited to match peak energy needs as maximum sunlight hours generally correspond to peak demand periods when electricity prices are at their highest.

•  Easily Located with End Users. Unlike other renewable resources such as hydroelectric and wind power, solar power can be utilized anywhere that receives sunlight and directly at the site where the power will be used. As a result, solar power avoids the expense of, and energy losses associated with, transmission and distribution of electricity from large-scale electrical plants to end users.

•  No Fluctuations in Operating Costs. Unlike fossil and nuclear fuels, solar energy has no fuel price volatility. Although there is variability in the amount and timing of sunlight over the day, season and year, a properly sized and configured system can be designed for high reliability while supplying electricity on a long-term, fixed-cost basis.

•  Reliability and Durability. Without moving parts or the need for periodic maintenance, solar power systems are among the most reliable forms of electricity generation. Accelerated aging tests have shown that solar modules can operate for at least 25 to 30 years without requiring major maintenance.

•  Modularity. PV systems are easily modularized and scalable, and therefore can be deployed in many different sizes and configurations to meet the specific needs of the user. PV modules are increasingly used to serve as both a power generator and the exterior of a building. Like architectural glass, PV modules can be installed on the roofs and facades of residential and commercial buildings.

     The Global Market for Solar Energy

      The global PV market, as measured by annual solar power system installations at end-user locations, increased from 345 megawatts in 2001 to 1,744 megawatts in 2006, according to Solarbuzz. The Solarbuzz “Balanced Energy” forecast scenario forecasted global PV industry revenues and PV system installations to be US$18.6 billion and 4,177 megawatts, respectively, in 2011.

      Germany, Japan and the United States were the three largest single-country markets for PV industry installations in 2005. The following table sets forth the annual PV installations in key markets for the periods indicated.

	PV installations at end-user locations in selected
	markets
	2001		2002		2003		2004		2005		2006
	(megawatts)
Germany		79		83		170		546		837		968
Japan		122		161		218		256		292		300
United States		37		57		66		84		105		185
Europe (ex-Germany)		23		25		53		75		89		140
Rest of the World		84		101		91		125		137		151

Source: Solarbuzz

Key Growth Drivers of the Solar Energy Industry

      We believe the following factors have driven and will continue to drive the growth of the solar energy industry.

Government Incentives

      The rapid growth of the PV industry in Germany, Japan and the United States is primarily attributable to government incentives in these countries. Other countries, including China, are increasingly adopting similar incentives. Typical government incentives include capital cost rebates, feed-in tariffs, tax credits and net metering. Capital cost rebates give government subsidies to persons who install a solar power system based on the size of such system. Feed-in tariffs involve requiring electricity utilities to make a payment to users for solar power that such users generate and provide to the grid based on kilowatt-hours produced, at a rate

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generally guaranteed for a period of time. Net metering allows a user to offset its electricity contributions to the public grid against the fees it pays for electricity used.

      Germany. Germany’s Renewable Energy Law of 2000 requires public power grid operators to connect various renewable energy sources to their electricity transmission grids and to purchase all electricity generated by such sources at guaranteed feed-in tariffs. Germany also provides capital expenditure subsidies, low-interest loans and tax relief to renewable energy generators and capital cost subsidies, low-interest loans and tax relief to end-users of renewable energy.

      Japan. Japan’s Residential PV System Dissemination Program (RPVDP), which was launched by the Japanese government in 1994 and ran through October 2005, contributed to Japan’s emergence as one of the leading PV markets in the world in terms of total installed PV capacity. The RPVDP subsidized PV systems for residential buildings and was responsible for PV installations at over 200,000 residential units in Japan. Japan is currently planning a subsidy program for 30 kilowatt to 50 kilowatt PV systems mounted on public buildings, schools, factories and office premises. Japan’s current target is to use renewable energy sources to meet up to 10% of its energy requirements by 2030, with approximately half (approximately 100 gigawatts) coming from PV energy sources.

      United States. A number of states in the United States have committed substantial resources to developing and implementing renewable energy programs. California, the largest PV market within the United States representing approximately 60 megawatts out of the total 90 megawatts installed in the United States in 2004, has adopted the California New Solar Homes Partnership Program, under which a purchaser of solar energy products becomes entitled to a cash rebate from the California Energy Commission, a state tax credit and net metering benefits. In addition, Colorado, New Jersey and Pennsylvania require electricity suppliers to obtain a certain percentage of their electricity from renewable resources and have set specific targets for procurement of solar products.

      China. China’s Renewable Energy Law, enacted in February 2005, authorizes the government to set favorable prices for surplus on-grid PV-generated electricity through feed-in tariffs. This law also requires the establishment of a renewable energy development fund for research and development and creates other financial incentives for renewable energy projects. The PRC government is planning to increase its PV installations to 450 megawatts by 2010 and to 900 megawatts by 2020.

      Other Countries. Other countries also have adopted initiatives to encourage the development of solar energy. For example, in August 2005, Spain, the second-largest solar energy market in Europe, adopted The New Renewable Energy Plan to install up to 500 megawatts of solar power generation capacity by the end of 2010. The actual feed-in tariffs for solar energy in Spain are fully guaranteed for 25 years and 80% guaranteed thereafter. The Spanish Institute for Energy Diversification and Saving provided €189.6 million to finance PV projects in 2004.

Advances in Technologies Making Solar Power More Cost-Efficient

      Recent technological advances have introduced more cost-effective ways to use solar power in off-grid products. For example, the power output of light-emitting diodes, or LEDs, has increased significantly in recent years while the voltage required to charge and the cost to produce LEDs have significantly decreased. As a result, a cost-effective combination of low-voltage LEDs and rechargeable solar-powered battery systems has led to a series of new product applications, including solar energy lighting products such as LED roadway, railway, marine, transit, aviation and other outdoor lighting, solar-powered bus stop signs and solar-powered oil and gas monitoring equipment. Consumer solar power applications also have expanded beyond simple solar-powered calculators, radios, watches and toys to more sophisticated products such as mobile phones and laptops.

Rising Energy Demand and Increasing Costs of Finite Fossil Energy Resources

      Worldwide economic development and population growth continue to fuel energy demand. Worldwide demand for electricity is expected to almost double from 14.3 billion megawatt hours in 2002 to 26.0 billion

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megawatt hours in 2025, according to the U.S. Department of Energy. According to Commodity Systems Inc., a world financial and commodity market data provider, the Brent crude oil price has increased from US$24.3 per barrel as of January 2, 2001 to US$60.66 per barrel as of February 28, 2007. Future demand for energy are likely to be met increasingly by renewable energy sources such as solar energy.

Increasing Environmental Concerns over Conventional Energy

      Increasing environmental concerns over the effect of burning fossil fuels have led to the implementation of greenhouse gas reduction strategies by many countries through international treaties such as the Kyoto Protocol and national or regional regulations to reduce air pollution. A significant number of countries, including the United States, Australia, China and certain members of the European Union, have adopted and are expected to continue government initiatives to encourage the development of solar power and other renewable energy sources in order to address these environmental concerns.

Narrowing Cost Differentials between Solar and Conventional Energy Sources

      Solar energy has become an attractive alternative energy source because of its decreasing manufacturing costs and reduced sales prices over time. According to the Solarbuzz “Balanced Energy” forecast scenario, the average price of PV modules is expected to decrease from US$3.72 per watt in 2006 to US$2.58 per watt in 2011.

Key Challenges for the Solar Energy Industry

      Continuing Reliance on Governmental Support and Incentives. At present, most renewable energy sources would not be cost-competitive compared to traditional energy sources without government support, and the PV industry relies on governmental incentives to encourage production and consumption, especially for on-grid systems. Changes in government policies could lead to a reduction in incentives and subsidies to the renewable energy sector, which could in turn seriously hinder the growth of the PV industry.

      Increasing Cost-Competitiveness. Although the costs of generating electricity through photovoltaic means have fallen significantly in recent years, solar power generation is still expensive compared to conventional power generation. The primary challenge to the PV industry is to reduce the price per watt of energy for the end-user. The cost per watt of PV systems can be reduced by, among others, lowering polysilicon cost, reducing silicon usage per watt, increasing the conversion efficiency of PV cells and improving manufacturing processes.

      Raw Materials Supply Shortage. At present, there is industry-wide shortage of polysilicon, which has increased the price of polysilicon. Although quartz sand, which is used to make polysilicon, is in ample supply, silicon extraction capacity is limited, and PV wafer makers compete with the semiconductor industry for polysilicon supply. We believe that the availability of polysilicon is the key issue affecting the growth prospects for the PV industry in the short to medium term.

      Aesthetic Concern. We believe that aesthetics are a barrier to the wider adoption of PV products among commercial and residential users. Established PV products tend to be heavy, rigid and fragile. PV producers can improve aesthetics by developing products that are lighter, more flexible and more modular and which can be more easily and attractively integrated into building structures.

The PV Industry Value Chain

      The PV industry value chain begins with the melting of metallurgical-grade silicon, purifying it and casting it into ingots. The ingots are then sliced into wafers, which are chemically processed to make PV cells that generate electric current when exposed to sunlight. Interconnected PV cells are packaged into modules, which protect PV cells and collect the electricity generated. PV systems are comprised of multiple modules and related electronics to harness and store the electricity generated.

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      The following diagram illustrates the different stages of the PV industry value chain.

      For further information, see “— Manufacturing — Manufacturing Process.”

Our Products and Services

      Our products and services include the manufacture of polysilicon ingots and wafers, PV cells, PV modules and integrated PV systems, which encompass substantially the entire PV industry value chain, with the manufacture of polysilicon feedstock being the only significant exception.

Polysilicon Ingots and Blocks

      A polysilicon ingot is formed by melting, purifying and solidifying polysilicon feedstock into a brick-shaped ingot. Most of our ingots weigh up to 260 kilograms and reach the size of 690 millimeters x 690 millimeters x 240 millimeters. The polysilicon ingots are then cut into blocks. Our polysilicon blocks are generally available in two different sizes: 125 millimeters x 125 millimeters x 240 millimeters and 156 millimeters x 156 millimeters x 240 millimeters. We use our polysilicon blocks to produce polysilicon wafers.

Polysilicon Wafers

      The polysilicon blocks are then sliced into wafers with wire saws. Thinner wafers enable a more efficient use of polysilicon, and thus lower the cost per watt of power produced. The thickness of our wafers decreased from 325 microns in 2003 to 200 microns in December 2006. Our wafers are generally available in two sizes: 125 millimeters x 125 millimeters and 156 millimeters x 156 millimeters. At times when we have produced an excess amount of wafers as a result of the disparity in our wafer production capacity and the PV cell capacity, we provide the excess wafers to third-party toll manufacturers which process wafers to PV cell and return the PV cells to us for a processing fee under toll manufacturing arrangements. We sent approximately 75.0% and 40.8% of our polysilicon wafer output to third-party toll manufacturers for processing into PV cells in 2005 and 2006, respectively. Toll manufacturing is a type of contract manufacturing frequently used in the PV industry, under which part of the manufacturing process is outsourced to qualified third parties, or toll manufacturers. The raw materials used by toll manufacturers are usually supplied by the outsourcing company in order to control output quality. As we have achieved the same level of manufacturing capacity for each polysilicon wafers, and PV cells, we have terminated our toll manufacturing arrangement with third-party toll manufacturers.

PV Cells

      A PV cell is a device made from a polysilicon wafer that converts sunlight into electricity by a process known as the photovoltaic effect. The conversion efficiency of a PV cell is the ratio of electrical energy produced by the cell to the energy from sunlight that reaches the cell. The conversion efficiency of PV cells is determined to a large extent by the quality of wafers used to produce the PV cells, which is, in turn, determined by the mix of different types of polysilicon raw materials used in the ingot casting process. As a substantially vertically integrated PV product manufacturer, we have sought to optimize the ratio of expensive high-purity polysilicon to cheaper polysilicon scraps used in our feedstock mix so as to minimize production cost while maintaining the average conversion efficiency for our multicrystalline PV cells higher than 15.0%,

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which we believe is within the range of industry standard and which we were able to attain during the first quarter of 2007.

      We generally use all of our PV cells in the production of our PV modules.

PV Modules

      A PV module is an assembly of PV cells that are electrically interconnected, laminated and framed in a durable and weatherproof package. Most of our PV modules are made with PV cells produced by us or by third-party PV cell manufacturers under toll manufacturing arrangements using polysilicon wafers produced by us. The raw materials used by toll manufacturers are usually supplied by the outsourcing company in order to control output quality. A small portion of our PV modules is made with PV cells provided by third-party suppliers. Our PV modules are made with a frame design that we believe enhances their ability to withstand strong wind and vibrations. A majority of PV modules produced by us have outputs ranging from 70 to 170 watts. The following table sets forth the major types of modules produced by us.

						Optimum
				Maximum		operating
Dimensions		Weight		power		voltage
(mm x mm)		(kilogram)		(watts)		(volts)
	1310 × 990		15.4		150 – 170		23
	1172 × 541		7.7		75 – 85		17
	1580 × 808		15.7		145 – 170		35
	1470 × 680		12.0		110 – 120		17

Integrated PV Systems

      A PV system consists of one or more PV modules that are physically mounted and electrically interconnected with system components such as batteries and power electronics, to produce and store electricity. We produce PV systems and also design, assemble, sell and install stand-alone PV systems for lighting systems, mobile communication base stations and residential applications. In order to focus on our core PV products and their components, we no longer produce controllers, inverters and other components used in our PV systems but instead source them from third-party manufacturers and sell them to our customers as part of our PV systems. We typically install these systems on-site for our customers. For our larger PV systems, we work with the customers on-site to design, install, test and oversee the system start-up. Installation, testing and initial start-up of a PV system generally takes up to four months.

Manufacturing

      We started producing PV modules in 2002 and started producing polysilicon ingots and wafers in October 2003 and PV cells in March 2004. As of the date of this prospectus, we had the capacity to produce up to 95 megawatts of polysilicon ingots and wafers, 90 megawatts of PV cells and 100 megawatts of PV modules per year. We use our polysilicon wafers and PV cells as materials in the production of PV modules. Because our manufacturing capacity for polysilicon wafers used to exceed that for PV cells, we used to have toll manufacturing arrangements with third-party PV cell manufacturers which process the excess wafers into PV cells for us. We also purchased additional PV cells from third-party trading companies. As we have achieved the same level of manufacturing capacity for each polysilicon wafers, PV cells and PV modules, we have terminated our toll manufacturing arrangement with third-party toll manufacturers.

Manufacturing Process

      Polysilicon Ingots. The quality of polysilicon ingots determines, to a large extent, the quality of our final PV products. To produce polysilicon ingots, polysilicon is melted in a quartz crucible within a furnace. The melted polysilicon then undergoes a crystal growing process, gradually anneals and forms an ingot. To reduce the cost of polysilicon, we use a mix of high-purity polysilicon and lower-purity polysilicon, including polysilicon scraps such as the discarded tops and tails of ingots, pot scraps and broken or unused silicon

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wafers. Our employees undertake the labor-intensive process of sorting through the polysilicon feedstock to separate polysilicon that meets our specified standards for the production of ingots. The polysilicon feedstock used in the production of multicrystalline polysilicon ingots is not required to have the same level of purity as that used to produce monocrystalline silicon ingots. Nonetheless, impurities in polysilicon feedstock present a challenge to the production of polysilicon ingots because impurities are difficult to separate in the casting process. After three years of research and development, we have developed a proprietary ingot casting technology that reduces casting time and enables the use of more lower-purity polysilicon, including polysilicon scraps, with minimal adverse effect on the quality of our PV modules.

      Blocks and Wafers. Polysilicon ingots are cut into polysilicon blocks, which are edge-ground to avoid breakage during the wafer-slicing process. Polysilicon blocks are then sliced into polysilicon wafers.

      PV Cells. The silicon wafers undergo an ultrasonic cleaning process to remove oil and surface particles, after which the wafers undergo a followed chemical cleaning process to remove the impurity and that create a suede-like structure on the wafer surface, reduces the PV cell’s reflection of sunlight and increases the PV cell’s absorption of solar energy. Through a diffusion process, we then introduce certain impurities into the silicon wafers and form an electrical field within the PV cell. We achieve the electrical isolation between the front and back surfaces of the silicon wafer by edge isolation, or removing a very thin layer of silicon around the edge. We then apply an anti-reflection coating to the front surface of the wafer to enhance its absorption of sunlight. We screen-print negative and positive metal contacts, or electrodes, on the front and back surfaces of the PV cell, respectively, with the front contact in a grid pattern to collect the electrical current. Silicon and metal electrodes are then connected through an electrode firing process in a conveyor belt furnace at a high temperature. Testing and sorting complete the manufacturing process for PV cells.

      The diagram below illustrates the PV cell manufacturing process:

      PV Modules. PV modules are formed by interconnecting multiple PV cells into desired electrical configurations through welding. The interconnected cells are laid out, are laminated in a vacuum. Through these processes, the PV modules are weather-sealed, and thus are able to withstand high levels of ultraviolet radiation, moisture, wind and sand. Assembled PV modules are packaged in a protective aluminum frame prior to testing.

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      The following diagram illustrates the PV module manufacturing process:

      PV Systems. PV system production involves the design, sale, installation and testing of PV systems. We design PV systems according to our customers’ requirements. We integrate PV modules and other system components into PV systems by electronically interconnecting PV modules with system components such as inverters, storage batteries and electronic circuitry to produce, store and deliver electricity. For small PV systems such as portable electricity supply systems used for walkie-talkies, we complete the integration and testing procedures in our facilities in Baoding before such systems are sold to the end-customers. For mid-sized PV systems such as PV lighting systems, we complete the integration process in Baoding, but install and test for our customers on-site. For large PV systems, such as on-grid solar power stations and stand-alone PV systems, we work with the customers on-site to design, install, test and oversee the system startup.

Manufacturing Capacity Expansion

      We acquired our first turnkey production line for PV modules in 2001 and started production of PV modules in 2002. We acquired our first turnkey production line for ingots and wafers in 2002. We also acquired our first turnkey fabrication line for high-efficiency PV cells in 2002. The following table sets forth our production capacities for ingot and wafers, PV cells and PV modules at the end of each period indicated.

	As of December 31,
											As of
	2002		2003		2004		2005		2006		March 31, 2007
	(in megawatts)
Ingot and wafers		—		6		6		70		95		95
PV cells		—		—		6		10		60		90
PV modules		3		30		50		100		100		100

      We launched a new expansion project in April 2006 to construct new facilities on a large parcel of land near our existing facilities in Baoding, China. We expect to increase our annual production capacity for polysilicon ingots and wafers, PV cells and PV modules to 600 megawatts each by 2010.

Raw Materials

      Raw materials required in our manufacturing process include polysilicon, polysilicon scraps, crucibles, silicon carbides, cutting fluid, steel cutting wires, metallic pastes, laminate materials, tempered glass, aluminum frames, solder, batteries and other chemical agents and electronic components. We generally use vendors who have demonstrated quality control and reliability and maintains multiple supply sources for each of our key raw materials so as to minimize any potential disruption of our operations from supply problems with any one vendor. We generally evaluate the quality and delivery performance of each vendor periodically and adjusts quantity allocations accordingly.

      We have stocked a significant quantity of polysilicon in response to the worldwide shortage of polysilicon. We had approximately 210 tons of polysilicon and other silicon raw materials in stock as of December 31, 2006 and expect our polysilicon stock to increase further as we secure more polysilicon from our suppliers. We maintain adequate supply of other raw materials based upon periodic estimates of our outstanding customer orders.

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      In 2005 and 2006, we purchased the substantial majority of our raw materials (other than polysilicon) from approximately ten to fifteen overseas suppliers and the rest from Chinese suppliers.

      Because our polysilicon wafer and PV cell outputs have historically been insufficient to satisfy the production needs for our PV module, we purchased less than 10% of our PV cells from trading companies in 2005 and ceased such purchases in 2006. In addition, we have entered into toll manufacturing arrangements pursuant to which we provide our wafers to third-party PV cell manufacturers which process the wafers into PV cells for us.

Silicon Raw Material

      Polysilicon and polysilicon scraps are the most important raw materials used in our production process. Due to growing global demand for polysilicon, prices for polysilicon have increased substantially in the past few years, a trend we believe will continue in the near term. We have maintained a close relationship with some of the world’s major polysilicon suppliers. We are actively seeking to further strengthen our relationship with our polysilicon suppliers and establish strategic relationships with them. We also have been in active discussions with several other overseas polysilicon suppliers to secure long-term supply contracts and in 2006 entered into two long-term supply agreements with a chemical company in Germany.

Quality Control

      We employ quality assurance procedures at key stages of our manufacturing process to identify and solve quality problems. Our quality assurance procedures start with raw material quality assurance, which includes annual evaluation of our major raw material suppliers and inspection of all raw materials upon their arrival at our factory. We also have quality control procedures in place at all key stages of our wafer, PV cell and PV module production processes. In addition, all of our wafers, PV cells and PV modules are tested before they are used in the next manufacturing step or sent to our warehouse for sale. If a problem is detected, a failure analysis is performed to determine the cause. To ensure the accuracy and effectiveness of our quality assurance procedures, we provide ongoing training to our production line employees. Our senior management team is actively involved in establishing quality assurance policies and managing quality assurance performance on a continuous basis.

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      We have received many types of international certifications for our products and quality assurance programs, which we believe demonstrates our technological capabilities and foster customer confidence. The following table sets forth the major certifications we have received and major test standards our products have met as of December 31, 2006:

Certification or test dates	Certification or test standard	Relevant products
February 2004, and renewed in December 2005	ISO 9001: 2000 quality system certification, established by the International Organization for Standardization, an organization formed by delegates from member countries to establish international quality assurance standards for products and manufacturing processes.	The design and manufacture of PV application system controller, integrated inverter and controller; the manufacture of multicrystalline polysilicon wafers, crystalline silicon PV cells and modules
April 2004	UL certification, authorized by Underwriters Laboratories Inc., an independent, not-for-profit product-safety testing and certification organization in the United States; evaluated in accordance to USL (Standard for Safety, Flat-Plate Photovoltaic Modules and Panels, UL 1703) and CNL (Canadian Other Recognized Document, ULC/ORD-C1703-01, Flat-Plate Photovoltaic Modules and Panels).	Certain models of PV modules
June 2004 and June 2006	IEC 61215: 1993 test standard, administered by Arizona State University Photovoltaic Testing Laboratory.	Certain models of PV modules
	An international test standard recognized by the United States for crystalline silicon PV modules, providing assurance that the product is reliable and durable.
August 2004 and January 2006	TÜV certification, conducted by TÜV Immissionsschutz und Energiesysteme GmbH, an independent approval agency in Germany, against the requirements of Safety Class II Test on PV modules.	Certain models of PV modules

Research and Development

      The primary focus of our research and development efforts is on improving our manufacturing processes at every stage of our production in order to improve the output quality at each stage and deliver more energy-efficient and more aesthetic PV products at a lower cost. In December 2006, we started producing wafers with a thickness of 200 microns. In addition, we are in the process of modifying our equipment and manufacturing process such that they are more suitable for producing wafers with a thickness of less than 200 microns. Our other research goals are to refine our wafer cutting techniques to improve the surface and internal physical characteristics of our wafers so as to decrease the wafer breakage rate and increase the number of wafers produced from each ingot. We are also improving our ingot casting and crystal growing processes to reduce the amount of time required for ingot formation, increase ingot output and reduce the cost of raw materials.

      According to Solarbuzz in 2006, the manufacturing capacity of PV cells produced from crystalline silicon represented 92% of the manufacturing capacity of the total PV cells, while the remaining 8% was from the manufacturing capacity of PV cells produced from other materials, such as those based on thin film.

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We believe PV cells made from crystalline silicon will continue to dominate the PV market in the foreseeable future. Therefore, our research and development efforts as they relate to PV cells have focused on improving technologies and processing techniques to increase the conversion efficiency and the power output of our PV cells, all of which are made from multicrystalline silicon. We also seek to reduce the breakage rate and failure rate and increase the success rate and conversion efficiency of our PV cells through the use of advanced equipment and improved manufacturing processes at each stage of our production. To ensure the competitiveness of our products, we closely monitor the development by our competitors of new-generation PV cells, such as thin film cells, that may or may not be made from crystalline silicon and will seek to respond to challenges and opportunities posed by new technology as appropriate.

      We are upgrading module assembly techniques to accommodate the delicate nature of thinner PV cells. We are also researching new solutions to lengthen our PV modules’ life span and make them more reliable, and to further increase the conversion efficiency of our PV cells and PV modules through the use of new materials and new technologies. In addition, we are working to improve our technologies to manufacture PV modules that can be used as construction materials. We are also collaborating with international PV system installers and integrators by participating in large on-grid PV system projects in order to accumulate more experience and knowledge in such projects.

Markets and Customers

      In 2003, we sold most of our products in China. Starting from 2004, our sales to foreign markets increased significantly. Germany became our largest market in 2004 and accounted for 66.8%, 65.5% and 61.2% of our total revenues in 2004, 2005 and 2006, respectively. In 2004 and 2005, China was our second largest market and accounted for 23.9% and 15.7% of our total revenues, respectively. Spain was our second largest market in 2006 and accounted for 14.3% of our total revenues in 2006. For a breakdown of our net revenues by geographic regions in 2004 and 2005 and for the period from January 1, 2006 through September 4, 2006 and the period from August 7, 2006 (date of inception) through December 31, 2006, see note 24 to our consolidated audited financial statements included elsewhere in this prospectus. For the revenue contributions by our customers that individually accounted for greater than 10% of our net revenues in each reporting period, see note 2(c) to our consolidated audited financial statements included elsewhere in this prospectus.

      The products that we sell outside of China are primarily PV modules. These modules are sold primarily to installers, PV system integrators, property developers and other value-added resellers, who incorporate our PV modules into large on-grid integrated PV systems with batteries, inverters, mounting structures and wiring systems. In China, we have historically sold our PV modules primarily to government organizations, PV system integrators, telecommunications and broadcasting companies, solar lighting system manufacturers, traffic control equipment manufacturers and waterways inspection system installers for uses in various PV systems.

      We sell our PV modules typically through supply contracts with a term of less than one year and are obligated to deliver PV modules according to pre-agreed prices and schedules.

Sales and Marketing

      We seek to establish long-term sales channels in major international markets for PV modules, including Germany, Spain and the United States. We market and sell our PV modules in these countries directly to a selected number of PV system integrators and installers. We target these customers because we believe our relationships with these PV system integrators and installers enable us to (i) participate in large projects in international markets, (ii) enter new markets more easily, quickly and cost-effectively, (iii) leverage the marketing capabilities of other companies, and (iv) attract new customers.

      We sell our integrated PV systems in China to end-users directly or to large contractors who use our PV systems in their electricity projects. We employ a total of approximately 30 marketing and sales personnel at our headquarters in Baoding and also in Chengdu and Tibet. We target our sales and marketing efforts at companies in selected industry sectors, including telecommunications, public utilities and transportation. We

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believe we are one of the leading suppliers of integrated PV systems to mobile communications companies in China based on the wattage of PV systems installed. We believe the recent adoption of China’s Renewable Energy Law and the PRC government’s commitment to develop renewable energy sources will contribute to rapid growth of the PV market in China. We plan to leverage our existing relationships with end-users to increase our sales in China, especially our sales of PV systems.

      In order to avoid brand confusion, we generally do not use sales agents and have actively promoted our brand name through participation in trade shows and exhibitions and advertisements on newspapers and trade magazines.

Customer Support and Services

      We provide customer support and service in China through dedicated teams of technical service personnel located in Baoding, Chengdu and Tibet. Our customer support and service teams coordinate their activities with the marketing, technology, quality and manufacturing departments.

      Our PV modules are typically sold to customers outside China with a two-year limited warranty for defects in materials and workmanship, and a 10-year and 25-year limited warranty against declines of more than 10.0% and 20.0% in output performance, respectively, from the initial power generation capacity at the time the product is sold. In connection with our PV system installation projects in China, we provide a one- to five-year warranty for our modules, storage batteries, controllers and inverters. Because we have sold our products for less than five years and some of our warranties last for up to 25 years, it is difficult to estimate future incidence of our product failures and associated warranty costs. See “Risk Factors — Risks Related to Us and the PV Industry — Unsatisfactory performance or defects in our products may cause us to incur warranty expenses, damage our reputation and cause our sales to decline.”

Intellectual Property

      We have registered our trademarks “Yingli” and “Songzan” in China and applied for registration of a new trademark “Yingli Solar” in China in June 2006. We have also registered “Yingli Solar” in a number of foreign jurisdictions where we sell or plan to sell our products, including all members of the European Union, the United States and Canada. We have not applied for any patents and relies primarily on trade secret protections and employee and third-party confidentiality agreements to safeguard our intellectual property. Other than the know-how available in the public domain, we have developed in-house unpatented technical know-how that we use to manufacture our products. Many elements of our manufacturing processes involve proprietary know-how, technology or data, either developed by us in-house or transferred to us by our equipment suppliers, which are not covered by patents or patent applications, including technical processes, equipment designs and algorithms. We have taken security measures to protect these elements. Substantially all of our research and development personnel are parties to confidentiality, non-competition and proprietary information agreements with us. These agreements address intellectual property protection issues and require our employees to assign to us all of the inventions, designs and technologies that they develop during their terms of employment with us. We also take other precautions, such as internal document and network assurance and using a separate dedicated server for technical data. We have not had any material intellectual property claims since our inception. See “Risk Factor — Risks Related to Us and the PV Industry — Our lack of patent protection inside and outside of China may undermine our competitive position and subject us to intellectual property disputes with third parties, both of which may have a material adverse effect on our business, results of operations and financial condition.”

Competition

      The PV market is intensely competitive and rapidly evolving. The number of PV product manufacturers is rapidly increasing due to the growth of actual and forecast demands for PV products and the relatively low barriers to entry. If we fail to attract and retain customers in our target markets for our current and future core products, namely PV modules and PV systems, we will be unable to increase our revenues and market share.

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      Since 2004, the significant majority of our revenues have been derived from overseas markets, particularly Germany, and increasingly, Spain, Italy and the United States, and we expect these trends to continue. A significant portion of our revenues are also derived from China. In these markets, we often compete with local and international producers of PV products that are substantially larger than us, including the solar energy divisions of large conglomerates, such as BP Solar and Sharp Corporation, PV module manufacturers, such as Sunpower Corp. and Suntech Power Holdings Co., Ltd., and integrated PV product manufacturers, such as SolarWorld AG and Renewable Energy Corporation.

      With respect to PV modules, we compete primarily in terms of price, reliability of delivery, consistency in the average wattage of our PV modules, durability, appearance and the quality of after-sale services. We believe our efficient use of raw materials, including our use of polysilicon scraps, combined with our access to low cost labors and facilities in China, make our PV modules competitive in overseas markets. We sell small commercial, personal and home-use PV systems primarily in China where we have competitive advantages over our overseas competitors because of our closer proximity to customers in China and better understanding of their needs. With respect to large integrated PV system projects, we compete primarily in terms of price, design and construction experience, aesthetics and conversion efficiency.

Environmental Matters

      Our manufacturing processes generate noise, waste water, gaseous waste and other industrial waste. We have installed various types of anti-pollution equipment in our facilities to reduce, treat, and where feasible, recycle the wastes generated in our manufacturing process. The most significant environmental contaminant we generate is waste water. We have built special facilities to filter and treat waste water generated in our production process and recycles the water back into our production process. The other major environmental contaminant we generate is gaseous waste. We treat such gas in our special facilities to reduce the contaminant level to below the applicable environmental protection standard before discharging the gas into the atmosphere. Our operations are subject to regulation and periodic monitoring by local environmental protection authorities. The Chinese national and local environmental laws and regulations impose fees for the discharge of waste substances above prescribed levels, require the payment of fines for serious violations and provide that the Chinese national and local governments may at their own discretion close or suspend the operation of any facility that fails to comply with orders requiring it to cease or remedy operations causing environmental damage. No such penalties have been imposed on us or our subsidiary, and we believe that we have complied with applicable environmental regulations and standards in all material respects and have all environmental permits necessary to conduct our business. We are not aware of any pending or threatened environmental investigation proceeding or action by any governmental agency or third party.

Employees

      We had 567, 971 and 1,552 employees as of December 31, 2004, 2005 and 2006, respectively. The following table sets forth the number of our employees categorized by our areas of operations and as a percentage of our total employees as of December 31, 2006:

		As of December 31, 2006
		Number of		Percentage
		employees		of total
Manufacturing			915		59.0	%
Quality Inspection			51		3.3
Research and Development			86		5.5
Procurement, Sales and Marketing			68		4.4
Management and Administrative			185		11.9
Logistics, Manufacturing Support and Others			247		15.9
	Total		1,552		100.0	%

      Our success depends to a significant extent upon our ability to attract, retain and motivate qualified personnel. As of December 31, 2006, 622 of our employees held bachelor’s or higher degrees, and over 93%

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of our manufacturing line employees held post-high school technical degrees or high school diplomas. Many of these employees have overseas education and industry experience, and we periodically send our technical personnel overseas for advanced study and training. Our employees also receive annual training courses in subjects relevant to their positions within our company. Substantially all of our employees are based in China.

      We use annual reviews and job achievement quotas to measure our employees’ job performance, and about 30% of employees’ annual compensation is tied to their job performance. As of December 31, 2006, we were required by PRC law to make monthly contributions in amounts equal to 20.0%, 7.5%, 2.0%, 1.0% and 0.9% of our employees’ average monthly salary in the preceding year to a pension plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, respectively, each for the benefit of our employees subject to certain statutory limits.

      Our employees are not subject to any collective bargaining agreement. We have not been involved in any material labor disputes. We believe that we have a good relationship with our employees.

Insurance

      We maintain a property insurance policy covering 100% of the book value of our equipment, facilities and inventory. The insurance policy covers losses due to fire, earthquake, flood and a wide range of other natural disasters. Insurance coverage for our inventory and fixed assets amounted to approximately RMB1,614 million as of the date of this prospectus. We also maintain insurance policies in respect of marine, air and inland transit risks of our products. We also purchase personal injury insurance and accidental medical care insurance for our employees who go abroad for system installation projects. In addition, we have obtained product liability insurance coverage. The insurance policy covers bodily injuries and property damages caused by the products we sold, supplied or distributed up to specified limits. We do not maintain any insurance coverage for business interruption or key-man life insurance on our executive officers. We consider our insurance coverage to be adequate. However, significant damage to any of our manufacturing facilities and buildings, whether as a result of fire or other causes, could have a material adverse effect on our results of operations.

Facilities

      We are headquartered at No. 3055 Fuxing Middle Road in the National New and High-technology Industrial Development Zone located in Baoding, China, where we own eight buildings with an aggregate floor area of approximately 17,718 square meters and the right to use the underlying land of approximately 36,277 square meters for 50 years. We also lease a factory building of approximately 2,083 square meters adjacent to our headquarters as a supplemental PV module manufacturing site. At our Baoding facility, approximately 4,328 square meters of floor area are used for wafer and PV cell production, approximately 6,491 square meters are used for PV module production and approximately 2,626 square meters are used as administrative space.

      We have obtained the right to use a parcel of land of approximately 207,631 square meters near our headquarters where we are constructing facilities for the new expansion project launched in April 2006. See “— Manufacturing — Manufacturing Capacity Expansion.”

      Chengdu Yingli is located at No. 399 Wulong Road, Xindu Industrial District, Chengdu, Sichuan, China, where it leases an office space of approximately 1,051 square meters. Tibetan Yingli is located at No. 93 Beijing Middle Road, Lhasa, Tibet, China, where it leases an office space of approximately 600 square meters and another office space of 1,879 square meters located at No. 269 Luding South Road, Lhasa. In addition, Tibetan Yingli owns a factory building and an office building with an aggregate floor area of approximately 1,957 square meters and the right to use the underlying land of approximately 40,000 square meters.

Legal and Administrative Proceedings

      We are currently not a party to any material legal or administrative proceedings, and we are not aware of any material legal or administrative proceedings threatened against us. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

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MANAGEMENT

Directors and Executive Officers

      The following table sets forth information regarding our directors and executive officers and Tianwei Yingli’s directors and executive officers.

Name	Age		Yingli Green Energy	Tianwei Yingli
Liansheng Miao		50	Chairperson of board of directors and chief executive officer	Vice chairperson and chief executive officer
Shujun Li		34	Director	—
George Jian Chuang		36	Director	—
Xiangdong Wang		44	Director and vice president	Director and vice president
Iain Ferguson Bruce		66	Independent director*	—
Jiesi Wu		55	Independent director*	—
Martin Lau		34	Independent director*	—
Zhiheng Zhao		57	Vice president	Vice president
Zongwei Li		34	Chief financial officer	Chief financial officer
Guoxiao Yao		43	Chief technology officer	Chief technology officer
Seok Jin Lee		51	Chief operating officer	Chief operating officer
Nabih Cherradi		49	Vice president	Vice president
Yiyu Wang		32	Financial controller	Financial controller
Qiang Ding		52	—	Chairperson
Haiqing Bian		39	—	Director
Mingjin Yang		42	—	Director
Qing Miao		26	—	Director
Conghui Liu		30	—	Director

* Effective upon completion of this offering.

      Mr. Liansheng Miao is the chairperson of our board of directors and the founder, vice chairperson and chief executive officer of Tianwei Yingli. Prior to founding Tianwei Yingli in 1998, Mr. Miao was the chairperson of Yingli Group. Mr. Miao is an executive director of the Photovoltaic Committee of the China Renewable Energies Association, vice chairperson of the China Rural Area Electricity Supply Association and vice chairperson of the China Cells Industry Association. Mr. Miao is also a director of the Hebei New and High Technology Industry Association and a director of the New Energy Chamber of Commerce of All-China Federation of Industry and Commerce. Mr. Miao studied business management in Beijing Economics Institute and received his master’s degree in business administration from Beijing University in China.

      Mr. Shujun Li is a director of Yingli Green Energy. Mr. Li indirectly controls Trustbridge Partners I, L.P., a Cayman Island investment fund, and Inspiration Partners Limited, our Series A preferred shareholder. Prior to his such involvement, Mr. Li worked as a director of the board, chief financial officer, vice president, director of investment and overseas business at Shanda Interactive Entertainment Limited, a NASDAQ-listed online game operator in China, from 2002 through June 2006. He was also an investment officer and fund manager at Zhongrong Fund Management Company, a mutual fund established in the PRC, in 2001 and a senior manager of the international business department at China Southern Securities Co., Ltd., a securities brokerage, from 1997 through 2000. Mr. Li received his bachelor’s degree in English from Hebei Normal University and his master’s degree in economics from Nankai University in China.

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      Mr. George Jian Chuang is a director of Yingli Green Energy. Mr. Chuang is a managing director of Temasek Holdings (Hong Kong) Limited, an investment company incorporated in Hong Kong that focuses on private equity investments in China, a position he has held since May 2005. He also serves on the board of Xinyu Hengdeli Holdings Limited, a company engaged in the retail and wholesale of watches of international brands in the PRC and listed on the Stock Exchange of Hong Kong Limited. Prior to joining Temasek Holdings (Hong Kong) Limited in May 2005, he worked as an executive director with Goldman Sachs (Asia) L.L.C., an investment bank, where he worked as an investment banker from March 1999. Prior to joining Goldman Sachs (Asia) L.L.C., he was an attorney with the law firm of Sullivan & Cromwell LLP in New York and Hong Kong. Mr. Chuang graduated from Harvard Law School with an LLM and Osgoode Hall Law School, Canada, with an LLB.

      Mr. Xiangdong Wang is a director and vice president of Yingli Green Energy and Tianwei Yingli. Prior to joining Tianwei Yingli in 2001, he worked as the general accountant for Baoding Public Transportation Co., a PRC company that provides urban public transportation services, Baoding Coal Co., a PRC company engaged in the purchase and distribution of liquefied petroleum gas and liquefied natural gas, and Baoding Sewage Treatment Plant, a sewage treatment facility, each located in Baoding, China. Mr. Wang received his bachelor’s degree in economics from China People’s University in China, and received his master’s degree in economics from Hebei University in China.

      Mr. Iain Ferguson Bruce will serve as an independent member of our board of directors and the chairperson of the audit committee and compensation committee of the board upon completion of this offering. Mr. Bruce joined KPMG in Hong Kong in 1964 and was elected to its partnership in 1971. He was the senior partner of KPMG from 1991 until his retirement in 1996 and also concurrently served as chairman of KPMG Asia Pacific from 1993 to 1997. Since 1964, Mr. Bruce has been a member of the Chartered Accountants of Scotland and is a fellow of the Hong Kong Institute of Certified Public Accountants with over 40 years’ experience in the accounting profession. Mr. Bruce is currently an independent non-executive director of China Medical Technologies, Inc., a NASDAQ-listed, China-based medical device company, Paul Y Engineering Group Limited, a construction and engineering company, Vitasoy International Holdings Ltd., a beverage manufacturing company, Wing On Company International Ltd., a department store operating and real property investment company, and Tencent Holdings Limited, a provider of Internet services and mobile value-added services. All of these companies are listed companies on the Hong Kong Stock Exchange. In addition, Mr. Bruce also serves as a non-executive director of Noble Group Limited, a commodity trading company that is listed on the Singapore Stock Exchange.

      Mr. Jiesi Wu will serve as an independent member of our board of directors upon completion of this offering. Mr. Wu is the chief executive officer and managing director of Hopson Development Holdings Limited, a Hong Kong Stock Exchange listed property developer in China. Mr. Wu holds a doctorate degree in economics. Prior to joining Hopson Development Holdings Limited in 2005, Mr. Wu was the president of a branch of a state-owned commercial bank. Mr. Wu was also the deputy mayor of the Shenzhen Municipal Government, the assistant to the governor of Guangdong Province and the chairman of a large-scale conglomerate, specializing in restructuring state-owned enterprises. Mr. Wu has extensive banking and governmental experience.

      Mr. Martin Lau will serve as an independent member of our board of directors upon completion of this offering. Mr. Lau is the president and an executive director of Tencent Holdings Limited, a Hong Kong Stock Exchange listed operator of an Internet community in China, two positions he has held since 2006. Mr. Lau joined Tencent as the chief strategy and investment officer of Tencent in February 2005. Prior to joining Tencent, Mr. Lau was an executive director at Goldman Sachs (Asia) L.L.C.’s investment banking division and the chief operating officer of its telecom, media and technology group. Prior to that, he worked at McKinsey & Company, Inc., a consulting firm, as a management consultant. He has over 10 years’ experience in IPO, merger and acquisitions and management consulting. Mr. Lau received a bachelor’s degree in electrical engineering from the University of Michigan, his master’s degree in electrical engineering from Stanford University and an MBA from Kellogg Graduate School of Management of Northwestern University in the United States.

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      Mr. Zhiheng Zhao is a vice president of Yingli Green Energy and Tianwei Yingli. He was the head of the project department of Tianwei Baobian, a manufacturer of large electricity transformers and the holder of the minority interest in Tianwei Yingli, and later became the factory manager, overseeing the production of special transformers. Mr. Zhao worked as also the vice president of Tianwei Baobian, general manager of the Baoding Electric Transformer Manufacturing Company, an electricity transformer manufacturer, and general manager of the Baoding Special Converter Manufacturing Factory, a manufacturer of special electricity converters, each located in Baoding, China. Mr. Zhao studied management engineering and graduated from East China Institute of Heavy Machinery in China.

      Mr. Zongwei Li is the chief financial officer of Yingli Green Energy and Tianwei Yingli. Prior to joining us in November 2006, Mr. Li served as senior audit manager and audit manager at the accounting firm of PricewaterhouseCoopers for eleven years. From 2002 to 2004, Mr. Li worked at PricewaterhouseCoopers, New York, as audit manager. Mr. Li graduated from the mechanical engineering department of Shanghai Institute of Technology and from the international finance and insurance department of Shanghai Institute of Business and Administration. Mr. Li received his master’s degree in business administration from Olin School of Business of Washington University.

      Mr. Guoxiao Yao is the chief technology officer of Yingli Green Energy and Tianwei Yingli. Prior to joining us in September 2006, Mr. Yao was an engineer at a chemical factory in Zhejiang province. Mr. Yao received his bachelor’s degree in mechanical engineering from Zhejiang University of Technology in China, his master’s degree in solar thermal engineering from the European Solar Engineering School at Dalarna University in Sweden and his doctorate degree in PV engineering from the University of New South Wales in Australia.

      Mr. Seok Jin Lee is the chief operating officer of Yingli Green Energy and Tianwei Yingli. Prior to joining us in October 2006, Mr. Lee worked at Hyundai Heavy Industries Co., Ltd., a heavy industry equipment manufacturer in Korea, as a general manager for solar business, electric hybrid car business planning and management, feedstock supplies development and supply chain management from 2004 to 2006, a general manager for merger and acquisition activities from 2000 to 2004, and a project manager from 1984 to 2000. Mr. Lee received his bachelor’s degree in electrical engineering from Busan University in Korea and his master’s and doctorate degrees in electrical engineering from Yonsei University in Korea.

      Mr. Yiyu Wang is the financial controller of Yingli Green Energy and Tianwei Yingli. Prior to joining us in December 2006, Mr. Wang worked as a senior audit manager and an audit manager at the accounting firm of PricewaterhouseCoopers since 1996. From 2003 to 2004, Mr. Wang worked at PricewaterhouseCoopers in Sydney, Australia. Mr. Wang received his bachelor’s degree in international finance from Shanghai University in China.

      Dr. Nabih Cherradi is a vice president of Yingli Green Energy and Tianwei Yingli. Prior to joining Tianwei Yingli in May 2007, Dr. Cherradi served as a process manager for ten years at HCT Shaping Systems SA, a Swiss manufacturer of wire sawing machine used in the semiconductor and PV wafer industry, which is also one of our major production equipment suppliers. Prior to that, Dr. Cherradi worked at the Swiss Federal Institute of Technology of Lausanne as a senior scientist for six years. Dr. Cherradi received his master’s degree in physics in 1984, his Ph. D. in materials science in 1988, both from University Henri Poincaré in France, and his master’s degree in business in 1989 from University of Nancy II in France.

      Mr. Qiang Ding is the chairperson of the board of directors of Tianwei Yingli. Mr. Ding has served as the chairperson of Baoding Tianwei Group Co., Ltd., an electricity transformer manufacturer and Tianwei Baobian’s controlling shareholder, and Tianwei Baobian, a manufacturer of large electricity transformers and the holder of the minority interest in Tianwei Yingli, since April 1999. Mr. Ding received his master’s degree in economics from Hebei University in China.

      Mr. Haiqing Bian is a director of Tianwei Yingli. Mr. Bian has served as the vice chairperson of Baoding Tianwei Group Co., Ltd., an electricity transformer manufacturer and Tianwei Baobian’s controlling shareholder, since March 2004 and vice chairperson of Tianwei Baobian, a manufacturer of large electricity transformers and the holder of the minority interest in Tianwei Yingli, since July 2002. Prior to that,

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Mr. Bian worked as a manager of the financial department and investment management department and the secretary to the board of directors of Baoding Tianwei Group Co., Ltd. from 1998 through 2001, and a vice president of Tianwei Baobian from 2001 through 2002. Mr. Bian received his master’s degree in economics from Hebei University in China.

      Mr. Mingjin Yang is a director of Tianwei Yingli. Mr. Yang has served as director of Baoding Tianwei Group Co., Ltd., an electricity transformer manufacturer and Tianwei Baobian’s controlling shareholder, since April 2004, a director of Tianwei Baobian, a manufacturer of large electricity transformers and the holder of the minority interest in Tianwei Yingli, since February 2006 and the president of Tianwei Baobian since January 2006. Mr. Yang has also worked as a general manager of Baoding Tianwei Electric Equipment Co., Ltd., an electricity transmission and distribution equipment manufacturer located in Baoding, since 2001. Prior to that, Mr. Yang worked as a workshop head in Tianwei Baobian. Mr. Yang graduated from the management and engineering department of North China Electric Power University.

      Ms. Qing Miao is a director of Tianwei Yingli. Ms. Miao has served as the assistant to the chief executive officer and deputy director of the investment and development department at Tianwei Yingli since August 2005. Prior to that, Ms. Miao worked as the manager of the interactive voice response department at Tom Online Inc., a NASDAQ-listed wireless Internet company based in Beijing, China that provides multimedia products and services, from 2003 through 2004. Ms. Miao received her bachelor’s degree in business administration from Monaco Business School in France and studied in the advanced training program on competitive marketing strategies at University of Hall in the United Kingdom. Ms. Miao is the daughter of Mr. Liansheng Miao, our chairperson and chief executive officer.

      Ms. Conghui Liu is director of Tianwei Yingli. Ms. Liu joined Tianwei Yingli in 1998 and has served as director of the investment and development department and the deputy director of the financial department at Tianwei Yingli since 2002. Ms. Liu received her bachelor’s degree in economics from Inner Mongolia Finance and Economics College in China and her master’s degree in project management from University of Management and Technology in the United States.

      The address of our directors and executive officers and Tianwei Yingli’s directors and executive officers is c/o Tianwei Yingli New Energy Resources Co., Ltd., No. 3055 Middle Fuxing Road, Baoding, People’s Republic of China.

Terms of Directors and Executive Officers

      Our officers are appointed by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until such time as they are removed from office by special resolution or the unanimous written resolution of all shareholders. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors, or (ii) dies or is found by our company to be or becomes of unsound mind.

Board of Directors

      The following describes the board of directors of Yingli Green Energy. For a description of Tianwei Yingli’s board of directors, see “Restructuring — Joint Venture Contract — Tianwei Yingli’s Management Structure — Board of Directors.”

      We currently expect that our board of directors will have seven directors, consisting of three independent directors, two directors designated by the holders of our ordinary shares and two directors designated by the holders of our preferred shares until the completion of this offering so long as any preferred shares are outstanding. Under the shareholders agreement, dated December 15, 2006, among the Series A preferred shareholder, the Series B preferred shareholders, Mr. Liansheng Miao, Yingli Power and us, the Series A preferred shareholder and the Series B preferred shareholders each have the right to nominate one director to our board of directors and Tianwei Yingli’s board of directors. The directors nominated by the preferred shareholders may also become members of each of the committees of our board and of the board of Tianwei Yingli. The board and committee nomination rights held by the preferred shareholders will terminate upon

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this offering. Of our current directors, Mr. Liansheng Miao and Mr. Xiangdong Wang were elected by holders of our ordinary shares, Mr. Shujun Li was designated by the holder of our Series A preferred shares and Mr. George Jian Chuang was designated by Baytree Investments (Mauritius) Pte Ltd., an investment vehicle controlled by Temasek Holdings (Hong Kong) Limited, which is the largest holder of our Series B preferred shares. Pending approval of relevant PRC government authorities of the increase of Tianwei Yingli’s board seats from seven to nine, the holder of our Series A preferred shares has nominated Mr. Shujun Li, and the holders of our Series B preferred shares have nominated Mr. Sean Lu, to Tianwei Yingli’s board of directors.

      Under our amended articles of association, which will come into effect upon the closing of this offering, our board of directors will consist of at least seven directors. Our directors will be elected by the holders of ordinary shares, which will include current holders of our Series A preferred shares and Series B preferred shares, both of which are automatically convertible into our ordinary shares upon completion of this offering. At each annual general meeting, one third of our directors then existing (other than the chairperson of our board) will be subject to re-election. A director is not required to hold any shares in us by way of qualification. A director may vote with respect to any contract, proposed contract or arrangement in which such director is materially interested, provided that such director discloses the nature of his or her interest in such contract or arrangement. A director may exercise all the powers of us to borrow money, mortgage our undertakings, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or pledged as security for any obligation of us or of any third party.

Committees of the Board of Directors

      Our board of directors will establish an audit committee and a compensation committee upon completion this offering. We intend to adopt a charter for each such committee.

Audit Committee

      We currently expect that our audit committee will consist of Mr. Iain Bruce, Mr. Jiesi Wu and Mr. Martin Lau and will be chaired by Mr. Bruce. Mr. Bruce is a director with accounting and financial management expertise as required by the New York Stock Exchange corporate governance rules, or the NYSE rules. We currently expect that all of the proposed members of our audit committee will satisfy the “independence” requirements of the NYSE rules and Rule 10A-3(b)(1) under the Exchange Act. Our audit committee will consist solely of independent directors within one year of our initial public offering. The audit committee will oversee our accounting and financial reporting processes and the audits of our financial statements. The audit committee will be responsible for, among other things:

•  selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our independent registered public accounting firm;

•  reviewing with our independent registered public accounting firm any audit problems or difficulties and management’s response;

•  reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

•  discussing the annual audited financial statements with management and our independent registered public accounting firm;

•  reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;

•  annually reviewing and reassessing the adequacy of our audit committee charter;

•  such other matters that are specifically delegated to its audit committee by our board of directors from time to time;

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•  meeting separately and periodically with management and our internal and independent registered public accounting firm; and

•  reporting regularly to the full board of directors.

Compensation Committee

      We currently expect that our compensation committee will consist of Mr. Iain Bruce, Mr. Jiesi Wu and Mr. Martin Lau and will be chaired by Mr. Bruce. We currently expect that all of the proposed members of our compensation committee will satisfy the “independence” requirements of the NYSE rules. Our compensation committee will assist the board in reviewing and approving the compensation structure of our directors and executive officers, including all forms of compensation to be provided to our directors and executive officers. Members of the compensation committee will not be prohibited from direct involvement in determining their own compensation. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:

•  approving and overseeing the compensation package for our executive officers;

•  reviewing and making recommendations to the board with respect to the compensation of our directors;

•  reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer, evaluating the performance of our chief executive officer in light of those goals and objectives, and setting the compensation level of our chief executive officer based on this evaluation; and

•  reviewing periodically and making recommendations to the board regarding any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.

Interested Transactions

      A director may vote in respect of any contract or transaction in which he or she is interested, provided that the nature of the interest of any directors in such contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter.

Remuneration and Borrowing

      The directors may determine remuneration to be paid to the directors. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors. The directors may, on our behalf, borrow money, mortgage or charge our undertaking, property and uncalled capital, and issue debentures or other securities directly or as security for any debt obligations of us or of any third party.

Qualification

      There is no shareholding qualification for directors.

Employment Agreements

      We have entered into employment agreements with all of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate his or her employment for cause at any time, with prior written notice, for certain acts of the executive officer, including but not limited to a conviction to a felony, or willful gross misconduct by the executive officer in connection with his or her employment, and in each case if such acts have resulted in material and demonstrable financial harm to us. An executive officer may, with prior written notice, terminate his or her employment at any time for any material breach of the employment agreement by us that is not remedied promptly after receiving the remedy request from the employee. Furthermore, either party may terminate the

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employment agreement at any time without cause upon advance written notice to the other party. Upon termination, the executive officer is generally entitled to a severance pay of at least one month’s salary.

      Each executive officer has agreed to hold, both during and subsequent to the terms of his or her agreement, in confidence and not to use, except in pursuance of his or her duties in connection with the employment, any of our confidential information, technological secrets, commercial secrets and know-how. Our executive officers have also agreed to disclose to us all inventions, designs and techniques resulted from work performed by them, and to assign us all right, title and interest of such inventions, designs and techniques.

Compensation of Directors and Executive Officers

      In 2006, the aggregate cash compensation to our executive officers, including all the directors, was RMB 0.9 million. For options and restricted shares granted to officers and directors, see “— 2006 Stock Incentive Plan.”

2006 Stock Incentive Plan

      The 2006 stock incentive plan was adopted by our shareholders and board of directors in December 2006. The 2006 stock incentive plan provides for the grant of options, limited stock appreciation right and other stock-based awards such as restricted shares. The purpose of the plan is to aid us and our affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of us and our affiliates by providing incentives through the granting of awards. Our board of directors believes that our company’s long-term success is dependent upon our ability to attract and retain talented individuals who, by virtue of their ability, experience and qualifications, make important contributions to our business.

      Administration. The 2006 stock incentive plan will be administered by the compensation committee of our board of directors, or in the absence of a compensation committee, the board of directors. The committee is authorized to interpret the plan, to establish, amend and rescind any rules and regulations relating to the plan, and to make any other determinations that it deems necessary or desirable for the administration of the plan. The committee will determine the provisions, terms and conditions of each award, including, but not limited to, the exercise price for an option, vesting schedule of options and restricted shares, forfeiture provisions, form of payment of exercise price and other applicable terms.

      Change of Control. The 2006 stock incentive plan defines a “change of control” as the occurrence of any of the following events: (i) the sale or disposition, in one or a series of related transactions, of all or substantially all, of our assets to any third party; (ii) any third party is or becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of our voting stock or any entity which controls us (counting the shares that such third party has the right to acquire) by way of merger, consolidation, tender, exchange offer or otherwise; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the board (together with any new directors elected or nominated by such board) cease for any reason to constitute a majority of the board, then in office. Upon a change of control, the compensation committee may decide that all outstanding awards that are unexercisable or otherwise unvested or subject to lapse restrictions will automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such acquisition. The compensation committee may also, in its sole discretion, decide to cancel such awards for fair value, provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted, or provide that affected options will be exercisable for a period of at least 15 days prior to the acquisition but not thereafter.

      Amendment and Termination of Plan. Our board of directors may at any time amend, alter or discontinue the 2006 stock incentive plan. Amendments or alterations to the 2006 stock incentive plan are subject to shareholder approval if they increase the total number of shares reserved for the purposes of the plan or change the maximum number of shares for which awards may be granted to any participant, or if shareholder approval is required by law or by stock exchange rules or regulations. Any amendment, alteration

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or termination of the 2006 stock incentive plan must not adversely affect awards already granted without written consent of the recipient of such awards. Unless terminated earlier, the 2006 stock incentive plan will continue in effect for a term of ten years from the date of adoption.

      Amendment No. 1 to the 2006 Stock Incentive Plan. Our board of directors approved in April 2007 and our shareholders approved in May 2007 the amendment No. 1 to the 2006 stock incentive plan, which will amend our 2006 stock incentive plan to increase the number of ordinary shares that we are authorized to issue from 3,394,054 shares to 8,240,658 shares. Among these shares, up to 2,715,243 shares may be issued for the purpose of granting awards of restricted shares and up to 5,525,415 shares may be issued for the purpose of granting options. The amendment will not change any other material provisions of the 2006 stock incentive plan.

      Options. An option granted under the 2006 stock incentive plan will have specified terms set forth in an option agreement and will also be subject to the provisions of the 2006 stock incentive plan which include the following principal terms. The compensation committee will determine in the relevant option agreement the purchase price per share upon exercise of the option, with the purchase price of no less than 100% of the fair market value of the shares on the option grant date. The compensation committee will also determine in the relevant option agreement whether the option granted and vested under the award agreement will be exercisable following the recipient’s termination of services with us. If the ordinary shares covered by an option are not exercised or purchased on the last day of the period of exercise, they will terminate. The term of an option granted under the 2006 stock incentive plan may not exceed ten years from the date of grant. The consideration to be paid for our ordinary shares upon exercise of an option or purchase of shares underlying the option include cash, check or other cash-equivalent, ordinary shares, consideration received by us in a cashless exercise, or any combination of the foregoing methods of payment. Options granted under the 2006 incentive plan are not transferable and may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the option holders, except that the compensation committee may permit the options to be exercised by and paid to certain persons or entities related to the option holders.

      Granted Options. As of the date of this prospectus, our board of directors has granted options to purchase an aggregate of 610,929 ordinary shares to four executive officers at an exercise price of US$2.10 per share. We agreed to grant options to these executive officers at an exercise price of US$2.10, which was determined with reference to the purchase price per share for the Series A financing transaction, at the time when we began negotiating their respective employment terms in September 2006. However, these options were not granted until December 28, 2006 when we finally adopted the 2006 stock incentive plan.

      Subject to the completion of this offering, we will grant options to purchase an aggregate of 115,000 ordinary shares to three independent directors and one key employee. These options will have an exercise price per share equal to the public offering price for each ADS specified on the cover page of this prospectus divided by the number of ordinary shares represented by each ADS.

      Provided the option holder remains a director, officer or employee of ours, each of the relevant option award agreements with the three independent directors provides that the option will vest and become exercisable with respect to one-third of the shares initially covered by the option on each of the first, second and third anniversaries of the option grant date, and each of the relevant option award agreements with the four executive officers and one key employee provides that the option will vest and become exercisable with respect to 25% of the shares initially covered by the option on each of the first, second, third and fourth anniversaries of the option grant date. Following the option holder’s termination of service with us for any reason, the option, to the extent not then vested, will be canceled by us without consideration. Upon a change of control, the options will, to the extent not then vested and not previously canceled, become fully vested and exercisable immediately.

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      The following table summarizes, as of the date of this prospectus, the options we have granted and have decided to grant.

	Ordinary shares		Exercise price
	underlying		per share
Name	outstanding option		(US$)		Grant date		Expiration date
Zongwei Li		*		2.10		December 28, 2006		December 28, 2016
Guoxiao Yao		*		2.10		December 28, 2006		December 28, 2016
Yiyu Wang		*		2.10		December 28, 2006		December 28, 2016
Seok Jin Lee		*		2.10		December 28, 2006		December 28, 2016
Iain Ferguson Bruce		*		IPO Price(1)		(2)		(3)
Jiesi Wu		*		IPO Price(1)		(2)		(3)
Martin Lau		*		IPO Price(1)		(2)		(3)
Another employee		*		IPO Price(1)		(2)		(3)
Total:		725,929

* Less than 1% of our outstanding share capital.

(1)	IPO Price means the public offering price for each ADS specified on the cover page of this prospectus divided by the number of ordinary shares represented by each ADS.
(2)	Grant date for these four individuals will be the closing date of this offering.
(3)	Expiration date for these four individuals will be the tenth anniversary of the closing date of this offering.

      Restricted Shares. Restricted shares issued under the 2006 stock incentive plan will have specified terms set forth in an award agreement and will also be subject to the provisions of the 2006 stock incentive plan. Unless otherwise permitted by the compensation committee, restricted shares are not transferable and may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered at any time prior to becoming vested or during any period in which we may repurchase them.

      Granted Restricted Shares. As of the date of this prospectus, our board of directors has granted to DBS Trustees Limited, or the trustee, an aggregate of 2,621,060 restricted shares for the benefit of 70 trust participants, consisting of an aggregate of 1,606,300 restricted shares granted to nine directors and officers of us and Tianwei Yingli and an aggregate of 1,014,760 restricted shares granted to 61 other employees pursuant to two restricted stock award agreements and a trust deed. The trustee will hold the restricted shares in trust and will be the registered holder of the restricted shares until such shares are vested, forfeited or repurchased by us. Our board of directors has appointed a managing committee to provide recommendations, advice or instructions to the trustee in connection with the administration of the trust. The restricted stock award agreements and the trust deed contain, among other things, provisions concerning the constitution and structure of the trust, and vesting and forfeiture of the restricted shares, our right to repurchase the restricted shares within a period after vesting of the restricted shares, distribution to trust participants, transfer restrictions, dividends and voting rights, and consequence of third-party acquisition.

      So long as the trust participant remains a director, officer, employee or consultant of ours, as the case may be, 20% of the restricted shares issued for the benefit of that trust participant will vest on the first anniversary following the award grant date and the remaining 80% will vest ratably in 20% increments on the second, third, fourth and fifth anniversaries of the award grant date. Restricted shares granted for the benefit of a trust participant will also fully vest upon termination of service resulting from death or disability of the trust participant that is due to work-related reasons. Following a trust participant’s termination of service with us, except if such termination is resulting from the trust participant’s death or disability that is due to work-related reasons, the restricted shares granted for the benefit of such trust participant will, to the extent not then vested, be forfeited without any consideration.

      For a period of six months after any restricted shares are vested, the trustee will be required to, upon our written request, sell all or part of the vested restricted shares to us at fair market value. The trustee will

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distribute the repurchase price paid by us, and any dividend accumulated on the repurchased shares from their vesting dates, to us as the agent of the applicable trust participants. Any vested restricted shares that are not repurchased by us during the six-month period will be distributed to us as the agent of the applicable trust participants either in specie or in cash at the option of the applicable trust participants. We will then distribute the repurchase price, the restricted shares or cash, as the case may be, to the applicable trust participants after withholding relevant taxes in accordance with applicable laws.

      The restricted shares will not be entitled to dividends paid on the ordinary shares until such restricted shares are vested. The restricted shares will have the same voting rights as our other ordinary shares. All voting rights of the restricted shares will be exercised by the trustee in accordance with the managing committee’s instructions before the restricted shares are vested, and in accordance with the instructions of the applicable trust participants after the restricted shares are vested. Upon a change of control, all restricted shares granted to the trustee for the benefit of the trust participants will become fully vested immediately.

      The following table summarizes, as of the date of this prospectus, the outstanding restricted shares granted to the trustee for the benefit of the following directors and executive officers of us and Tianwei Yingli and the other trust participants pursuant to the 2006 stock incentive plan.

		Restricted				End of vesting
Name		shares granted		Grant date		period
Liansheng Miao			*		January 19, 2007		January 19, 2012
Xiangdong Wang			*		January 19, 2007		January 19, 2012
Zhiheng Zhao			*		January 19, 2007		January 19, 2012
Nabih Cherradi			*		April 18, 2007		April 18, 2012
Qiang Ding			*		January 19, 2007		January 19, 2012
Haiqing Bian			*		January 19, 2007		January 19, 2012
Mingjin Yang			*		January 19, 2007		January 19, 2012
Qing Miao			*		January 19, 2007		January 19, 2012
Conghui Liu			*		January 19, 2007		January 19, 2012
Directors and executive officers as a group			1,606,300
Other trust participants			1,014,760
	Total:		2,621,060

* Less than 1% of our outstanding share capital.

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PRINCIPAL AND SELLING SHAREHOLDERS

      The following table sets forth information with respect to the beneficial ownership of our ordinary shares, on a fully diluted basis, as of the date of this prospectus, by:

•  each of our directors and executive officers;

•  each person known to us to own beneficially more than 5.0% of our ordinary shares; and

•  each other selling shareholder.

      The calculations in the table below assume there are 105,952,161 ordinary shares outstanding on an as-converted, fully diluted basis as of the date of this prospectus and               ordinary shares outstanding on an as-converted, fully diluted basis immediately after the completion of this offering, excluding ordinary shares issuable upon the exercise of outstanding share options and ordinary shares reserved for issuance under our 2006 stock incentive plan and after giving effect to (i) the automatic conversion of all outstanding Series A preferred shares, Series B preferred shares and mandatory convertible bonds upon the completion of this offering and (ii) the exercise of all outstanding warrants to purchase our ordinary shares, which are exercisable upon or prior to the completion this offering.

Ordinary shares

Shares beneficially

beneficially owned prior

Ordinary shares being

owned after this

to this offering(1)(2)

sold in this offering

offering(1)(2)(3)

Number

%

Number

%

Number

%

Directors and Executive Officers:

Liansheng Miao(4)

60,072,000

56.70

%

Shujun Li(5)

10,054,582

9.49

George Jian Chuang(6)

10,592,918

10.00

*

*

*

*

Xiangdong Wang

*

*

*

*

*

*

Zhiheng Zhao

*

*

*

*

*

*

Zongwei Li

*

*

*

*

*

*

Guoxiao Yao

*

*

*

*

*

*

Seok Jin Lee

*

*

*

*

*

*

Nabih Cherradi

*

*

*

*

*

*

Yiyu Wang

*

*

*

*

*

*

All directors and executive officers as a group

82,053,800

77.44

%

Principal and Selling Shareholders:

Yingli Power Holding Company Ltd.(7)

59,800,000

56.44

%

Baytree Investments (Mauritius) Pte Ltd.(8)

10,592,918

10.00

Inspiration Partners Limited(9)

10,054,582

9.49

Deutsche Bank AG(10)

5,497,433

5.19

   *  Less than 1% of our outstanding share capital.

(1)	Beneficial ownership is determined in accordance with Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, and includes voting or investment power with respect to the securities.
(2)	The number of ordinary shares outstanding in calculating the percentages for each listed person includes the ordinary shares underlying options held by such person. Percentage of beneficial ownership of each listed person prior to the offering is based on 105,952,161 ordinary shares outstanding on an as-converted, fully diluted basis as of the date of this prospectus. Percentage of

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beneficial ownership of each listed person after the offering is based on          ordinary shares outstanding on an as-converted, fully diluted basis immediately after the closing of this offering.

(3)	Assumes no exercise of the underwriters’ option to purchase additional ADSs and no other change to the number of ADSs offered by the selling shareholders and us as set forth on the cover page of this prospectus.
(4)	Represents 59,800,000 of our ordinary shares owned by Yingli Power, our controlling shareholder, which is 100% beneficially owned by Mr. Miao, and restricted shares granted to Mr. Miao. Mr. Miao’s business address is c/o Tianwei Yingli New Energy Resources Co., Ltd., No. 3055 Middle Fuxing Road, Baoding, People’s Republic of China.
(5)	Represents 10,054,582 of our ordinary shares beneficially owned by Inspiration Partners Limited, which is indirectly controlled by Mr. Shujun Li. For a description of the beneficial ownership of our ordinary shares by Inspiration Partners Limited, see note 9 below. Mr. Shujun Li disclaims beneficial ownership of our ordinary shares held by Inspiration Partners Limited except to the extent of his pecuniary interest in these shares. Mr. Li’s business address is c/o Tianwei Yingli New Energy Resources Co., Ltd., No. 3055 Middle Fuxing Road, Baoding, People’s Republic of China.
(6)	Represents 10,592,918 of our ordinary shares beneficially owned by Baytree Investments (Mauritius) Pte Ltd., which is indirectly controlled by Mr. George Jian Chuang. For a description of the beneficial ownership of our ordinary shares by Baytree Investments (Mauritius) Pte Ltd, see note 8 below. Mr. Chuang disclaims beneficial ownership of our ordinary shares held by Baytree Investments (Mauritius) Pte Ltd. Mr. Chuang’s business address is c/o Tianwei Yingli New Energy Resources Co., Ltd., No. 3055 Middle Fuxing Road, Baoding, People’s Republic of China.
(7)	Represents 59,800,000 of our ordinary shares beneficially owned by Yingli Power. Yingli Power is 100% beneficially owned by Mr. Liansheng Miao. The mailing address of Yingli Power is Romasco Place, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands.
(8)	Consists of 9,307,135 of our ordinary shares into which the Series B preferred shares issued to Baytree Investments are convertible and a warrant to purchase 1,285,783 of our ordinary shares. Baytree Investments is a Mauritius entity which is controlled by Temasek Holdings Pte Ltd., which also controls Temasek Holdings (Hong Kong) Limited. Our director, George Jian Chuang, is a managing director of Temasek Holdings (Hong Kong) Limited. The mailing address of Baytree Investments is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.
(9)	Consists of 8,081,081 of our ordinary shares into which the Series A preferred shares are convertible, a related warrant to purchase 678,811 of our ordinary shares, 1,137,539 of our ordinary shares into which the Series B preferred shares are convertible, 157,151 of our ordinary shares into which the Series B warrants are exercisable. Inspiration Partners Limited is a British Virgin Islands exempted company with limited liability, at which Mr. Shujun Li, our director, is a director. Inspiration Partners Limited is wholly owned by TB Inspiration Partners GP Limited, a Cayman Islands exempted company with limited liability, as general partner, for and on behalf of Inspiration Partner, L.P., a Cayman Islands partnership. TB Inspiration Partners GP Limited is 100% owned by Shujun Li. The address of Inspiration Partners Limited is AZ1A Center, Unit 2701B, 1233 Lujiazui Ring Road, Shanghai, PRC 200120. The warrant is held by TB Management Ltd., a British Virgin Islands exempted company with limited liability, which is 90% owned by Mr. Shujun Li. TB Management Ltd. provides management advisory services for certain pooled investment vehicles owned or controlled by Shujun Li, including certain investment vehicles that have invested in Inspiration Partners, L.P.

(10)  Represents the number of our ordinary shares which the mandatory exchangeable notes issued by Yingli Power to Deutsche Bank AG, Singapore Branch, as initial purchaser, are convertible into, substantially equal to our effective ownership of a 3.73% equity interest in Tianwei Yingli on an as-converted, fully diluted basis as of the date of conversion, assuming our equity interest in Tianwei Yingli is 70.11% and the total number of ordinary shares outstanding, on fully diluted basis, is 97,833,668 immediately prior to such conversion. Yingli Power also granted a warrant to Deutsche Bank AG, as initial purchaser, to purchase such number of ordinary shares in us held by Yingli Power at the time of the exercise of the warrant that equals 6.5% of our ordinary shares on a fully-diluted basis. The warrant may be exercised upon any listing of our ordinary shares on the New York Stock Exchange (or other internationally recognized stock exchange) which occurs after the mandatory convertible bonds and the mandatory redeemable bonds issued by Yingli Power to Deutsche Bank AG have been repaid in full (the scheduled final maturity date being November 16, 2008).

     Each selling shareholder named above acquired its shares in offerings which were exempted from registration under the Securities Act because they involved either offshore sales to non-U.S. persons pursuant to Regulation S of the Securities Act or private placements under Section 4(2) of the Securities Act.

      As of the date of this prospectus, none of our outstanding ordinary shares are held by record holders in the United States other than four Series B preferred shareholders.

      None of our shareholders has different voting rights from other shareholders after the closing of this offering. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

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RELATED PARTY TRANSACTIONS

Transactions with Mr. Liansheng Miao and Entities Controlled by Mr. Miao

      We were incorporated in August 2006 as a Cayman Islands exempted company by Mr. Liansheng Miao to serve as an offshore listing vehicle for Tianwei Yingli and facilitate the flow of foreign investment into Tianwei Yingli.

      Tianwei Yingli was co-founded in August 1998 by Yingli Group, a PRC limited liability company, which was founded and is 100% owned by Mr. Miao. Tianwei Yingli became our predecessor and subsidiary on September 5, 2006, when Yingli Group transferred its 51% equity interest in Tianwei Yingli to us. See “Restructuring — Restructuring.”

      Our controlling shareholder is Yingli Power, a British Virgin Islands corporation, which is 100% owned by Mr. Miao. In August 2006, Yingli Power made an initial capital contribution of US$500,000 to us in exchange for 50,000,000 of our ordinary shares, and in September 2006, it made an additional capital contribution of US$100,000 to us in exchange for 9,800,000 of our ordinary shares.

      Yingli Power also served as an intermediary in our securing equity-linked debt financing from Deutsche Bank AG, Singapore branch. On November 13, 2006, we issued US$85 million in aggregate of mandatory convertible bonds and mandatory redeemable bonds to Yingli Power, which on the same date issued mandatory exchangeable notes and mandatory redeemable notes to Deutsche Bank AG, Singapore branch for the same aggregate amount and on substantially similar terms (other than the split for the exchangeable or convertible portion). See ” — Private Equity Investments and Other Financings — Mandatory redeemable bonds and mandatory convertible bonds.” We plan to repay in full the mandatory redeemable bonds issued to Yingli Power in the principal amount of US$38 million with proceeds from this offering. See ”Use of Proceeds.”

      Yingli Group has had a series of financial transactions with Tianwei Yingli. Prior to December 31, 2002, Yingli Group borrowed RMB 8.4 million. In 2005 and 2006, Yingli Group borrowed RMB 0.4 million and RMB 115 million (US$14.7 million), respectively from Tianwei Yingli. These loans were made to support the cash flow needs of Yingli Group and were unsecured, interest-free and had no definite terms of repayment. Yingli Group has repaid all of these loans in full. In 2006, Tianwei Yingli borrowed RMB 0.9 million (US$0.1 million) from Yingli Group without interest due and any definitive terms of repayment, of which RMB 0.6 million (US$76,883) was repaid in 2006 and RMB 0.3 million (US$41,318) remained outstanding as of December 31, 2006. In September 2006, Yingli Group also entrusted a loan of RMB 125.0 million (US$16.0 million) in favor of Tianwei Yingli through Agricultural Bank of China to Tianwei Yingli. This loan bears interest at a rate of 5.58% per annum and matures on March 30, 2007.

Transactions with Tianwei Baobian and Its Controlling Shareholder

      Tianwei Baobian, a PRC company listed on the Shanghai Stock Exchange and 51.1%-owned by Tianwei Group, a wholly state-owned limited liability company established in the PRC, is a shareholder of Tianwei Yingli. After becoming a shareholder in Tianwei Yingli in April 2002, Tianwei Baobian’s equity interest in Tianwei Yingli decreased from 51.0% as of December 9, 2005, to 49.0% as of August 9, 2006 following a series of restructuring transactions as described in “Restructuring — Restructuring,” and to 37.87% as of November 13, 2006 following our capital contribution to Tianwei Yingli of proceeds from the issuance of the Series A preferred shares, the mandatory redeemable bonds and the mandatory convertible bonds, and would further decrease to 29.89% upon our obtaining relevant PRC regulatory approvals and registrations for our capital contribution to Tianwei Yingli of proceeds from the issuance of the Series B preferred shares. See “Restructuring — Private Equity Investments and Other Financings Following Restructuring.”

      The respective rights and obligations of us and Tianwei Baobian as the shareholders of Tianwei Yingli are governed by a joint venture contract, which is dated August 25, 2006 and amended from to time to reflect, among others, the changes in the respective equity holdings by us and Tianwei Baobian. The joint venture contract, which is governed by PRC law, provides that, among others, Tianwei Baobian has a right,

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after this offering, to subscribe for a number of our ordinary shares in exchange for all but not part of its equity interest in Tianwei Yingli at the time of the exercise according to a formula set forth in the joint venture contract. For further description of this subscription right and other key provisions of the joint venture contract, see “Restructuring  — Joint Venture Contract.”

      As Tianwei Yingli’s shareholder, Tianwei Baobian has provided financial support to Tianwei Yingli in a series of transactions. In 2002, Tianwei Yingli borrowed RMB 8.0 million from Tianwei Baobian, at an interest rate of 7.56% per annum and due upon demand, which was repaid in 2006. In 2005, Tianwei Yingli borrowed another RMB 8.0 million from Tianwei Baobian, without any interest due and any definite terms of repayment, which was repaid in full in 2005. In 2005, Tianwei Yingli also borrowed RMB 92.3 million in aggregate from Tianwei Baobian and its subsidiaries, without any interest due and any definite terms of repayment, which was repaid in full in 2006. In 2006, Tianwei Yingli borrowed an additional RMB 7.2 million (US$0.9 million) from Tianwei Baobian, without any interest due and any definite terms of repayment, which was repaid in full in the same year. In addition, prior to 2002, Tianwei Yingli borrowed RMB 0.1 million from Mr. Qiang Ding, chairperson of the board of directors of Tianwei Baobian, without any interest due and definitive terms of repayment, which was repaid in full in March 2007. As of the date of this prospectus, Tianwei Yingli had no outstanding loans from Tianwei Baobian or its affiliates.

      Historically, Tianwei Baobian and its controlling shareholder, Tianwei Group, also guaranteed or entrusted a substantial portion of Tianwei Yingli’s short-term borrowings from banks and other parties. In 2004, 2005 and 2006, Tianwei Baobian guaranteed and entrusted loans of RMB 80.0 million, RMB 451.4 million and RMB 839.7 million (US$107.6 million), respectively, for the benefit of Tianwei Yingli. These loans bore interest in the range of 3.78 to 6.70% and typically had a maturity of one to 12 months. As of December 31, 2004, 2005 and 2006, these guaranteed and entrusted loans amounted to RMB 80.0 million, RMB 234 million and RMB 232 million (US$29.7 million), respectively, or 87.0%, 67.5% and 86.8% of our short-term borrowings as of the same dates. In January 2007, Tianwei Group guaranteed a loan extended by Bank of China to Tianwei Yingli in a principal amount of US$3.3 million at an interest rate of 6.21% per annum for a term of 58 days, which was repaid on March 9, 2007. In February 2007, Tianwei Baobian guaranteed up to RMB 145.0 million in the aggregate of Tianwei Yingli’s loans from China Everbright Bank, China CITIC Bank and Bank of Communications, each of which bears an interest rate of 6.12% per annum. The loan from China CITIC Bank matures in February 2008 and has a term of one year, while the loans from China Everbright Bank and Bank of Communications mature in January 2008 and have a term of 11 months.

      Tianwei Baobian and Tianwei Group have also assisted Tianwei Yingli in procuring equipment from overseas suppliers. In 2006, Tianwei Yingli made payments to Tianwei Group of RMB 16.5 million (US$2.1 million) as deposits for Tianwei Baobian to secure letter of credit issued to certain overseas equipment suppliers. Such payments are reclassified to “construction in progress” when Tianwei Group pays the amount to the equipment suppliers on Tianwei Yingli’s behalf. The outstanding balance of such payments was RMB 8.3 million (US$1.1 million) as of December 31, 2006.

      In addition, in 2006, Tianwei Yingli borrowed RMB 20.0 million (US$2.6 million) from Baoding Yuan Sheng Investment & Development Co. Ltd., a PRC real estate company 51% owned by Tianwei Group and 49% owned by Yingli Group, without interest due and any definitive terms of repayment, of which RMB 1.6 million was repaid in 2006 and the remaining RMB 18.4 million was repaid in January 2007.

Certain Other Related Party Transactions

      Prior to Yingli Group’s transfer of its 51% controlling equity interest in Tianwei Yingli to us on September 5, 2006, Tianwei Yingli paid RMB 5.1 million (US$0.7 million) on our behalf for costs incurred in connection with this offering. Such amount was included as deferred offering costs in our consolidated balance sheet as of December 31, 2006.

      In September 2005, Tianwei Yingli acquired an additional 40% of equity interest in Tibetan Yingli, an entity we account under the equity method of accounting, for a consideration of RMB 8.0 million, which remained unpaid and outstanding until December 31, 2006, when the amount was reduced to nil when

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Tibetan Yingli’s board approved to offset such amount against operational advances of an equivalent amount made by Tianwei Yingli to Tibetan Yingli. In 2006, Tianwei Yingli also paid RMB 9.3 million (US$1.2 million) for operating activities on behalf of Tibetan Yingli.

      Tianwei Yingli borrowed RMB 13.1 million from Tianli New Energy Resources Co., Ltd, or Tianli, a company whose shareholders include Mr. Liansheng Miao, our chairperson and chief executive officer, Mr. Xiangdong Wang, our director and vice president and Mr. Zhiheng Zhao, our vice president. This loan was unsecured, interest-free, had no definitive terms of repayment and remained outstanding as of December 31, 2006. When Tianli dissolved in 2006, the loan from Tianli was transferred to its shareholders in proportion to their equity interest in Tianli.

      In 2005, Tianwei Yingli received advance payments for the sale of raw material inventory of RMB 3.6 million from Yitongguangfu Technical Co., Ltd., or Yitongguangfu, a PRC company whose shareholders include Mr. Xiangdong Wang, our director and vice president. In 2005 and 2006, Tianwei Yingli sold raw materials in the amount of RMB 2.0 million and RMB 0.5 million (US$64,069), respectively, to Yitongguangfu. Tianwei Yingli currently does not expect to continue to sell similar raw material to Yitongguangfu in the future. Tianwei Yingli also made prepayments of RMB 15.0 million and RMB 7.7 million (US$1.0 million), respectively, in 2005 and 2006 to Yitongguangfu, for the purchase of metal strips. Tianwei Yingli’s actual purchase from Yitongguangfu amounted to nil and RMB 4.2 million (US$0.5 million) in 2005 and 2006, respectively. The purchases related to the RMB 15.0 million of prepayment made in 2005 did not materialize and the amount was returned in full in January 2006. The outstanding balance of prepayment as of December 31, 2006 was RMB 3.5 million (US$0.5 million) in purchases of metal strips in 2006. Tianwei Yingli may continue to purchase similar products from Yitongguangfu in the future. Tianwei Yingli plans to pay Yitongguangfu in cash the unpaid balance of RMB 1.1 million in the third quarter of 2007.

      In 2005, Tianwei Yingli purchased cleaning products and miscellaneous office products and services in the amount of RMB 0.2 million from Yingli Municipal Public Facilities Company, or Yingli Municipal, a subsidiary of Yingli Group, which was paid in full in 2006. Tianwei Yingli may continue to purchase similar products and services from Yingli Municipal in the future.

      In 2006, Tianwei Yingli purchased aluminum frames in the amount of RMB 3.2 million (US$0.4 million) from Tianwei Fu Le Aluminum Co., Ltd., or Tianwei Fu Le, a subsidiary of Tianwei Group, of which RMB 2.4 million (US$0.3 million) was paid in 2006. The outstanding balance of payable to Tianwei Fu Le was RMB 0.8 million (US$0.1 million) as of December 31, 2006. Tianwei Yingli may continue to purchase similar products from Tianwei Fu Le in the future.

      In 2006, Tianwei Yingli made prepayments of RMB 3.9 million (US$0.5 million) to Maike Green Food Co., Ltd., or Maike, a subsidiary of Yingli Group, for the purchase of packaging materials. Tianwei Yingli’s purchase from Maike amounted to RMB 2.6 million (US$0.3 million) in 2006. The outstanding balance of prepayment was RMB 1.3 million (US$0.2 million) as of December 31, 2006 for purchases of packaging materials. Tianwei Yingli’s actual purchase from Maike amounted to nil and RMB 2.6 million (US$0.3 million) in 2005 and 2006, respectively. Tianwei Yingli may continue to purchase similar products from Maike in the future.

      Tianwei Yingli has made from time to time cash advances, free of interest and without definite terms of repayment to Mr. Liansheng Miao and other members of its and our senior management to be used for conducting its and our business activities, including airfares, lodging, meals and entertainment. These advances amounted to RMB 1.3 million, RMB 2.1 million and nil, respectively, as of December 31, 2004, 2005 and 2006.

      Inceisa, a holder of our Series B preferred shares, is one of our major customers for our PV modules, sales to whom accounted for more than 10% of our net revenues in 2006.

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Private Equity Investments and Other Financings

Series A Preferred Shares and Related Warrant

      On September 28, 2006, we issued to Inspiration Partners Limited 8,081,081 Series A preferred shares for an aggregate purchase price of approximately US$17.0 million. On the same date, we also issued to TB Management Ltd., an affiliate of Inspiration Partners Limited, a warrant to purchase 678,811 of our ordinary shares at an exercise price of US$2.10 per share. All outstanding Series A preferred shares held by Inspiration Partners Limited are automatically convertible into our ordinary shares upon the completion of this offering at a conversion ratio of one-to-one, subject to certain anti-dilution provisions. Any outstanding warrant held by TB Management is exercisable into our ordinary shares upon or prior to the completion of this offering at the exercise price of US$2.10 per ordinary share, subject to certain anti-dilution adjustments. The proceeds from the issuance and sale of the Series A preferred shares were used to finance the transfer to us of the 51% equity interest in Tianwei Yingli held by Yingli Group.

Mandatory Redeemable Bonds and Mandatory Convertible Bonds

      On November 13, 2006, we issued interest-bearing mandatory redeemable bonds and mandatory convertible bonds to Yingli Power, our controlling shareholder, in the aggregate principal amount of US$85 million and at an issue price equal to 98.75% of such aggregate principal amount. The mandatory redeemable bonds in the principal amount of US$38 million are required to be redeemed at their principal amount upon the completion of this offering. The mandatory convertible bonds with the principal amount of US$47 million are automatically convertible into our equity interest at an aggregate value equal to the value of a 3.73% effective equity interest in Tianwei Yingli at the time of the conversion. The net proceeds from these bonds are required to be used (i) up to US$62 million, to increase our equity interest in Tianwei Yingli from 53.98% to 62.13%, (ii) up to US$17 million, to further increase our equity interest in Tianwei Yingli, (iii) US$4.5 million to be held in a restricted account to be used to service the first three interest payments falling due under these bonds and (iv) the remaining proceeds for general corporate purpose and working capital. Both of these bonds carry a floating interest rate tied to the British Bankers Association Interest Settlement Date plus 2.00% (up to and including August 16, 2007) or 4.00% (after August 16, 2007). Interest is payable quarterly. Under the indenture governing these bonds, we are subject to a number of covenants, such as the maintenance of certain financial ratios for quarterly periods starting the quarter ending June 30, 2007, restrictions on granting collateral, disposals of existing assets, the making of payments to shareholders and affiliates and the making of investments. We have also pledged 62.13% equity interest in Tianwei Yingli representing our then existing equity interest in Tianwei Yingli, and our other tangible and intangible assets as collateral for our obligations under these bonds.

      In connection with the issuance of these bonds, on November 13, 2006, our controlling shareholder, Yingli Power, issued to Deutsche Bank AG, Singapore Branch, floating rate notes in the aggregate principal amount of US$85 million and at an issue price equal to 98.75% of such aggregate principal amount. The floating rate notes consist of US$55 million mandatory redeemable notes and US$30 million mandatory exchangeable notes exchangeable into equity interests in us at an aggregate value substantially equal to the value of a 3.73% equity interest in Tianwei Yingli at the time of the conversion, the terms of which (other than the allocation of the principal amounts between the redeemable and convertible or exchangeable notes) are substantially similar to the terms of the mandatory redeemable bonds and the mandatory convertible bonds issued by us to Yingli Power. Yingli Power used the proceeds from the issuance of the floating rate notes to subscribe for the mandatory redeemable bonds and the mandatory convertible bonds issued by us. Yingli Power pledged to Deutsche Bank AG, Singapore Branch all of its then existing equity interest in us and its other tangible and intangible asset as collateral for its obligations under these floating rate notes.

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      The following chart depicts the schematics of the mandatory redeemable and convertible bonds issued by Yingli Green Energy to Yingli Power and the mandatory redeemable and exchangeable notes issued by Yingli Power to Deutsche Bank AG.

      These offerings were structured as a two-step transaction for a number of legal considerations and commercial arrangements between the relevant parties. The following provides further background.

      In order to facilitate the offshore listing of the business of Tianwei Yingli, Mr. Miao incorporated Yingli Green Energy in August 2006. The subsequent step was to transfer the equity interest in Tianwei Yingli held by Yingli Group, which is controlled by Mr. Miao, to Yingli Green Energy. However, under relevant PRC regulations, any cross-border transfer of equity interest ownership has to be paid in cash unless otherwise approved by several PRC governmental authorities, including the PRC Ministry of Commerce and State Administration of Foreign Exchange. Obtaining such approval is a lengthy, cumbersome and unpredictable process. Yingli Group, a PRC entity, could not make a non-cash contribution to Yingli Green Energy, an offshore entity, of Yingli Group’s equity interest in Tianwei Yingli without going through such cumbersome approval process. Therefore, in order to secure cash funding required for the transfer of Yingli Group’s equity interest in Tianwei Yingli, Yingli Green Energy engaged in a Series A preferred equity financing, the proceeds from which was US$17 million and was used for the foregoing purpose.

      However, while the Series A investor agreed to such use of proceeds as documented in the definitive agreements for the Series A preferred equity financing, the Series A investor reached an informal understanding with Mr. Miao that Yingli Green Energy would seek a third-party financing, the proceeds from which would be used to increase Yingli Green Energy’s equity interest in Tianwei Yingli by way of capital contribution. Such understanding was one of the reasons for the issuance of the notes by Yingli Power to Deutsche Bank AG. The key difference between the mandatory redeemable and convertible bonds issued by Yingli Green Energy to Yingli Power and the mandatory redeemable and exchangeable notes issued by Yingli Power to Deutsche Bank AG is the respective amounts of the two tranches. Specifically, the bonds issued to Yingli Power consist of a redeemable tranche in the principal amount of US$38 million and a convertible tranche in the principal amount of US$47 million, whereas the notes issued to Deutsche Bank AG consist of a redeemable tranche in the principal amount of US$55 million and an exchangeable tranche in the principal amount of US$30 million, which resulted in a difference of US$17 million in principal amount between the US$47 million convertible tranche of the bonds issued to Yingli Power and the US$30 million exchangeable tranche of the notes issued to Deutsche Bank AG. However, notwithstanding the difference in the underlying principal amounts, the convertible tranche of the bonds issued to Yingli Power and the exchangeable tranche

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of the notes issued to Deutsche Bank AG are convertible or exchangeable into the same number of Yingli Green Energy’s ordinary shares, namely, an amount that would be equivalent to a 3.73% effective equity interest in Tianwei Yingli at the time of the conversion or exchange. Accordingly, the transaction was structured so that upon the mandatory redemption and conversion of the bonds issued by Yingli Green Energy to Yingli Power, and the mandatory redemption and exchange of the notes issued by Yingli Power to Deutsche Bank AG, Yingli Power would contribute US$17 million to Yingli Green Energy using its own funds. Yingli Power was not paid any additional consideration for the above transaction, except for the indirect benefit from Yingli Green Energy’s increasing its equity ownership in Tianwei Yingli as a result of the Series A preferred equity financing. We have been advised by Fangda Partners, our PRC counsel, that the transaction structure discussed above does not violate applicable PRC laws and regulations.

Series B Preferred Shares and Related Warrants

      During the period from December 20, 2006 through January 13, 2007, we issued to Baytree Investments (Mauritius) Pte Ltd., an affiliate of Temasek Holdings Pte Ltd., and 13 other investors, a total of 24,405,377 Series B preferred shares for an aggregate purchase price of US$118 million, or at US$4.835 per share. Of the US$118 million proceeds, US$17 million was received as advance payments and was used to increase our equity interest in Tianwei Yingli to 53.98% from 51%, US$22.6 million (together with US$17 million from portions of the proceeds from the issuance and sale of the mandatory redeemable bonds and the mandatory convertible bonds) will be injected into Tianwei Yingli in the form of a direct equity contribution and the remaining US$78.4 million was injected into Tianwei Yingli in the form of a shareholder loan from us to Tianwei Yingli and would be converted into equity interest in Tianwei Yingli upon completion of the relevant PRC regulatory approvals and related procedural formalities. In addition, during this period, we granted to such investors, other than the three investors who had made advance payments, warrants to purchase 2,112,057 of our ordinary shares at an exercise price of US$0.01 per share, subject to certain anti-dilution provisions. On or about March 27, 2007, we further issued to the Series B preferred shareholders (other than the three investors who had made advance payments) additional warrants with terms similar to the previously issued Series B warrants to purchase an aggregate of 688,090 of our ordinary shares in exchange for the early termination of an escrow arrangement with certain restriction, which made the release of a portion of the proceeds, in an amount of US$19.6 million, that were received from the issuance and sale of the Series B preferred shares contingent upon our obtaining the relevant PRC regulatory approvals and completion of related procedural formalities in connection with the conversion of the shareholder loan into equity interest in Tianwei Yingli. This amount of US$19.6 million was injected into Tianwei Yingli upon removal of such restriction in the form of entrusted loan from us to satisfy Tianwei Yingli’s working capital requirement. All outstanding Series B preferred shares are automatically convertible into our ordinary shares upon the completion of this offering at a conversion ratio of one-to-one, subject to certain anti-dilution provisions.

      All outstanding warrants issued in connection with the Series B preferred shares are exercisable into our ordinary shares after April 30, 2007 or such later date, as selected by Baytree Investments, but upon or prior to the earlier of the completion of this offering and the conversion of the shareholder loan into equity interest in Tianwei Yingli. Upon conversion of the shareholder loan, whether prior or subsequent to our initial public offering, any unexercised warrants will be automatically cancelled, and the holders of the ordinary shares into which any warrants have been exercised are obligated to return such shares to us for cancellation or pay us an amount to be mutually determined between us and such shareholder.

Capital Contributions to Tianwei Yingli

      On October 10, 2006, we amended the joint venture contract with Tianwei Baobian, holder of a minority equity interest in Tianwei Yingli, our principal operating entity, to make an equity contribution of US$17 million to Tianwei Yingli. The equity contribution was consummated on November 20, 2006, which increased our equity interest in Tianwei Yingli to 53.98% from 51%. This equity contribution was funded with advance payments in an aggregate amount of US$17 million from three of our Series B preferred shareholders described below.

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      On November 13, 2006, we further amended the joint venture contract with Tianwei Baobian to make an additional equity contribution of US$62 million to Tianwei Yingli. The equity contribution was consummated on December 18, 2006 and was funded with proceeds from the issuance of the mandatory convertible bonds and the mandatory redeemable bonds. This equity contribution increased our equity interest in Tianwei Yingli to 62.13% from 53.98%.

      On December 18, 2006, we further amended the joint venture contract with Tianwei Baobian to make an additional equity contribution of US$118 million to Tianwei Yingli. Of the aggregate proceeds from the issuance and sale of the Series B preferred shares, US$17 million, which was received as advance payments, was used to increase our equity interest in Tianwei Yingli to 53.98% from 51%, US$22.6 million (together with US$17 million from portions of the proceeds from the issuance and sale of the mandatory redeemable bonds and the mandatory convertible bonds) will be injected into Tianwei Yingli in the form of a direct equity contribution upon the completion of relevant PRC registration procedures, and the remaining US$78.4 million was injected into Tianwei Yingli in the form of a shareholder loan from us to Tianwei Yingli which will be converted into equity interest in Tianwei Yingli upon obtaining approval from the SAFE, Baoding Branch. Upon the completion of relevant PRC registration procedures for the direct equity contribution and the conversion of the shareholder loan into equity interest in Tianwei Yingli, which would result in the additional equity contribution of an aggregate amount of US$118 million to Tianwei Yingli’s registered capital, our equity interest in Tianwei Yingli would increase to 70.11% from 62.13%.

China Sunshine Warrant

      In connection with a convertible loan to Tianwei Yingli from China Foreign Economic and Trade & Investment Co., Ltd., or FOTIC, a trust and investment company established in China, FOTIC acted as a nominee for certain third-party individuals. This convertible loan was made on May 17, 2006. Under a repayment and termination agreement dated December 29, 2006 among Tianwei Yingli, FOTIC, China Sunshine Investment Co., Ltd., or China Sunshine, a British Virgin Islands investment holding company, and us, Tianwei Yingli repaid the convertible loan in the principal amount of RMB 85,635,000 plus accrued interest of RMB 4,281,750 on December 29, 2006. As a condition of repayment, under the repayment and termination agreement, we issued on December 29, 2006 to China Sunshine a warrant to purchase 2,068,252 of our ordinary shares at an exercise price of US$4.835 per share. On February 2, 2007, China Sunshine fully exercised this warrant at an exercise price per share of US$4.835 and purchased 2,068,252 of our ordinary shares.

      The issuance of the warrant was a condition of repayment of the referenced convertible loan due to a number of legal considerations and business arrangements between relevant parties. The parties to the convertible loan understood that at the time the convertible loan was made, the lenders’ intention was to exercise the conversion right under the convertible loan for an equity interest in an offshore listing vehicle for Tianwei Yingli to be listed on an overseas stock exchange. However, after the convertible loan was made, the parties to the loan agreement became aware of certain PRC legal and regulatory considerations which cast some uncertainties into the enforceability and legality under PRC laws of the conversion of the loan, which is RMB-denominated. Specifically, the original transaction contemplated the exercise by certain third party individuals or a PRC entity, namely FOTIC as the nominee for the third party individuals, of a conversion right under a loan agreement with another PRC entity, namely Tianwei Yingli, for an equity interest in an offshore entity that is the controlling shareholder, namely Yingli Green Energy, of the second PRC entity, namely Tianwei Yingli, which was a relatively novel arrangement in the PRC for which the parties could not find sufficient precedents or clear legal authority to establish the legality of such arrangement. Accordingly, in order to reduce the potential legal and/or regulatory uncertainties, Yingli Green Energy agreed to repay the debt and also agreed to the lenders’ designation of China Sunshine Investment Co., Ltd., an entity incorporated in the British Virgin Islands and unrelated to the lenders, as the holder of the conversion right, which in the final arrangement took the form of a warrant.

      The inclusion of the warrant as a condition to repayment of the loan also served the business interests of both Yingli Green Energy and the lenders. The arrangements that the parties agreed upon were that (i) Yingli

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Green Energy would repay the loan in full, including the accrued interest, (ii) Yingli Green Energy would issue a warrant to the lenders’ designated entity, China Sunshine Investment Co., Ltd., and such warrant would be exercisable into Yingli Green Energy’s equity interest that would be substantially equal to the principal amount of the loan, and (iii) to the extent China Sunshine exercises the warrant, the majority of the proceeds from the repayment would effectively be returned to Yingli Green Energy in the form of the exercise price paid by China Sunshine (which was US$4.835 per share, or the share price paid by the investors in Yingli Green Energy’s Series B preferred shares), and (iv) China Sunshine would have a reasonably short period of time (which was fixed at 45 days under the repayment agreement) to exercise the warrant. The repayment agreement dated December 29, 2006 reflected the foregoing arrangements. The above arrangement helped eliminate a potential liquidity risk associated with an immediate loan repayment for Yingli Green Energy while allowing the lenders to designate its conversion right to China Sunshine.

Employment Agreements

      We have entered into employment agreements with all of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate his or her employment for cause at any time, with prior written notice, for certain acts of the executive officer, including but not limited to a conviction to a felony, or willful gross misconduct by the executive officer in connection with his or her employment, and in each case if such acts have resulted in material and demonstrable financial harm to us. An executive officer may, with prior written notice, terminate his or her employment at any time for any material breach of the employment agreement by us that is not remedied promptly after receiving the remedy request from the employee. Furthermore, either party may terminate the employment agreement at any time without cause upon advance written notice to the other party. Upon termination, the executive officer is generally entitled to a severance pay of at least one month’s salary.

      Each executive officer has agreed to hold, both during and subsequent to the terms of his or her agreement, in confidence and not to use, except in pursuance of his or her duties in connection with the employment, any of our confidential information, technological secrets, commercial secrets and know-how. Our executive officers have also agreed to disclose to us all inventions, designs and techniques resulted from work performed by them, and to assign us all right, title and interest of such inventions, designs and techniques. See “Management — Employment Agreements.”

Stock Incentive Plan

      The 2006 stock incentive plan was adopted by our shareholders and board of directors in December 2006. The 2006 stock incentive plan provides for the grant of options, limited stock appreciation right and other stock-based awards such as restricted shares. The purpose of the plan is to aid us and our affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of us and our affiliates by providing incentives through the granting of awards. Our board of directors believes that our long-term success is dependent upon our ability to attract and retain talented individuals who, by virtue of their ability, experience and qualifications, make important contributions to our business. See “Management — 2006 Stock Incentive Plan.”

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PRC GOVERNMENT REGULATIONS

      This section sets forth a summary of the most significant regulations or requirements that affect our business activities in China. Certain of these regulations and requirements, such as those relating to tax, equity joint ventures, foreign currency exchange, dividend distribution, regulation of foreign exchange in certain onshore and offshore transactions, and regulations of overseas listings, may affect our shareholders’ right to receive dividends and other distributions from us.

Renewable Energy Law and Other Government Directives

      In February 2005, China enacted its Renewable Energy Law, which became effective on January 1, 2006. The Renewable Energy Law sets forth policies to encourage the development and use of solar energy and other non-fossil energy. The Renewable Energy Law sets forth the national policy to encourage and support the use of solar and other renewable energy and the use of on-grid generation. It also authorizes the relevant pricing authorities to set favorable prices for the purchase of surplus electricity generated by solar and other renewable power generation systems.

      The law sets forth the national policy to encourage the installation and use of solar energy water-heating systems, solar energy heating and cooling systems, PV systems and other solar energy utilization systems. It also provides financial incentives, such as national funding, preferential loans and tax preferences for the development of renewable energy projects. In January 2006, China’s National Development and Reform Commission promulgated two regulations to implement the Renewable Energy Law. These regulations set forth specific measures for setting prices for electricity generated by solar and other renewal power generation companies and in sharing additional expenses occurred. The regulations further allocate the administrative and supervisory authorities among different government agencies at the national and provincial levels and provide responsibilities of electricity grid companies and power generation companies with respect to the implementation of the Renewable Energy Law.

      China’s Ministry of Construction issued a directive in June of 2005, which seeks to expand the use of solar energy in residential and commercial buildings and encourages the increased application of solar energy in townships. In addition, China’s State Council promulgated a directive in June of 2005, which sets forth specific measures to conserve energy resources and encourage exploration, development and use of solar energy in China’s western areas, which are not fully connected to electricity transmission grids, and other rural areas.

Environmental Regulations

      Our manufacturing processes generate noise, waste water, gaseous waste and other industrial waste. We are subject to a variety of governmental regulations related to the storage, use and disposal of hazardous materials. The major environmental regulations applicable to us include the Environmental Protection Law of the PRC, the Law of the PRC on the Prevention and Control of Water Pollution, Implementation Rules of the Law of the PRC on the Prevention and Control of Water Pollution, the Law of the PRC on the Prevention and Control of Air Pollution, Implementation Rules of the Law of the PRC on the Prevention and Control of Air Pollution, the Law of PRC on the Prevention and Control of Solid Waste Pollution, and the Law of the PRC on the Prevention and Control of Noise Pollution.

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Equity Joint Ventures

      Tianwei Yingli, as a Sino-foreign equity joint venture enterprise, is an equity joint venture subject to certain PRC laws and regulations. Equity joint ventures as a form of foreign investment permitted in China, are primarily governed by the following laws and regulations:

•  The Company Law (1993), as amended;

•  The Law on Sino-Foreign Equity Joint Venture Enterprises (1979), as amended; and

•  Rules on Implementation of the Law on Sino-Foreign Equity Joint Venture Enterprises (1983), as amended.

      An equity joint venture is a limited liability company under PRC law and its establishment is subject to the approval of the Ministry of Commerce or its authorized local counterpart where such equity joint venture is located. The board of directors is the highest authority of an equity joint venture and has the power to decide all matters important to the equity joint venture. Each director is appointed for a term of three years and may serve consecutive terms if appointed by the party by which he or she was originally appointed. Each director may be removed by its appointing party, at any time, with or without cause and may be replaced by a nominee appointed by such party before the expiration of such director’s term of office.

      Resolutions of the board of directors of an equity joint venture involving any matters may be adopted by the affirmative vote of a simple majority of all directors present in person or by proxy at a meeting of the board, except that resolutions involving the following matters require a unanimous approval of all directors present in person or by proxy at the meeting of the board:

•  amendment to the articles of association of the equity joint venture;

•  merger of the equity joint venture with another entity;

•  division of the equity joint venture;

•  termination or dissolution of the equity joint venture; and

•  increase, reduction or transfer of the registered capital of the equity joint venture.

Tax

      PRC enterprise income tax is calculated based on taxable income determined under PRC accounting principles. In accordance with the FIE Income Tax Law and the related implementing rules, foreign invested enterprises established in the PRC are generally subject to an income tax rate of 33.0% (consisting of 30.0% enterprise income tax and 3.0% local income tax). The FIE Income Tax Law and the related implementing rules provide certain favorable tax treatments to certain foreign invested enterprises. PRC domestic companies are governed by the Enterprise Income Tax Provisional Regulations of the PRC and are generally subject to an enterprise income tax rate of 33.0%, although those enterprises that qualify as “high and new technology enterprises” and are registered and operate in “national high-tech zones” are entitled to a preferential income tax rate of 15.0%.

      On March 16, 2007, the PRC Enterprise Income Tax Law was enacted, and will become effective on January 1, 2008 when the FIE Income Tax Law and the Enterprise Income Tax Provisional Regulations of the PRC are scheduled to expire. The PRC Enterprise Income Tax Law adopts a uniform tax rate of 25% for all enterprises (including foreign-invested enterprises) and revokes the current tax exemption, reduction and preferential treatments only applicable to foreign-invested enterprises. However, any enterprises established before the promulgation of the PRC Enterprise Income Tax Law that are entitled to preferential tax treatments for a fixed period will continue to be entitled to such preferential tax treatments until the expiration of such period. If the fixed period has not commenced because of tax losses, it shall be deemed to commence in 2008.

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      Under the PRC Enterprise Income Tax Law, “high and new technology enterprises strongly supported by the State” would be entitled to a preferential tax rate of 15%, but the PRC Income Tax Law does not define “high and new technology enterprises strongly supported by the State”. Unlike the FIE Income Tax Law, the PRC Enterprise Income Tax Law provides that an income tax rate of 20% will normally be applicable to dividends payable to foreign investors and does not specifically exempt withholding tax on dividend payable to foreign investors. Although the PRC Income Tax Law provides for the possibility of withholding tax exemption or reduction for China source income, the details have not been published.

      Under the PRC Enterprise Income Tax Law, enterprises established under the laws of foreign countries or regions whose “de facto management bodies” are located within the PRC territory are considered resident enterprises and will normally be subject to the enterprise income tax at the rate of 25% on its global income, but the PRC Enterprise Income Tax Law does not define the term “de facto management bodies”. Substantially all of our management is currently located in the PRC, and if they remain located in the PRC after the effective date of the PRC Enterprise Income Tax Law, Yingli Green Energy may be considered a resident enterprise and therefore be subject to the enterprise income tax at the rate of 25% on its global income.

      Tianwei Yingli, which is registered and operates in a “national high-tech zone” in Baoding, China, qualifies as a “high and new technology enterprise” under the FIE Income Tax Law and as a result has been entitled to a preferential income tax rate of 15.0% through 2007. In accordance with the FIE Income Tax Law and the related implementing rules, as a foreign invested enterprise primarily engaged in manufacturing, Tianwei Yingli is entitled to a two-year exemption from the 15.0% enterprise income tax for its first two profitable years following its conversion into a Sino-foreign equity joint venture company, which are currently expected to be 2007 and 2008 for purposes of relevant PRC tax regulations. Tianwei Yingli will thereafter be entitled to a preferential enterprise income tax rate of 7.5% for the succeeding three years, or until 2011. Yingli Green Energy would also be exempted from the withholding tax on dividends it receives from Tianwei Yingli.

      Under the PRC Enterprise Income Tax Law , Tianwei Yingli will continue to be entitled to the two-year exemption and three-year half reduction preferential treatment for the period from 2007 to 2011 or 2008 to 2012 if it fails to record profits for the year of 2007; therefore, it will be exempted from the enterprise income tax for its first two profitable years following its conversion into a Sino-foreign equity joint venture company, which are currently expected to be 2007 and 2008. If Tianwei Yingli qualifies as a “high and new technology enterprises strongly supported by the State” under the PRC Enterprise Income Tax Law, it will be entitled to a preferential income tax rate of 7.5% from 2009 until 2011 and the preferential income tax rate of 15% will be applicable to Tianwei Yingli starting from 2012. If Tianwei Yingli fails to qualify as a “high and new technology enterprises strongly supported by the State” under the PRC Enterprise Income Tax Law, it will be entitled to a preferential income tax rate of 12.5% from 2009 until 2011 and the standard tax rate of 25% will be applicable to Tianwei Yingli starting from 2012. For risks and uncertainties related to the PRC Enterprise Income Tax Law, see “Risk Factors  — A newly enacted PRC tax law could increase the enterprise income tax rate applicable to our principal subsidiary in China, which could have a material adverse effect on our results of operations.”

      Pursuant to the Provisional Regulation of China on Value Added Tax and their implementing rules, all entities and individuals that are engaged in the sale of goods, the provision of repairs and replacement services and the importation of goods in China are generally required to pay value added tax at a rate of 17.0% of the gross sales proceeds received, less any deductible value added tax already paid or borne by the taxpayer. In addition, when exporting goods, the exporter is entitled to a portion of or all the refund of value added tax that it has already paid or borne. Tianwei Yingli’s imported raw materials that are used for manufacturing export products and are deposited in bonded warehouses are exempt from import value added tax.

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Foreign Currency Exchange

      Foreign currency exchange in China is primarily governed by the following rules:

•  Foreign Currency Administration Rules (1996), as amended; and

•  Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996).

      Under the Foreign Currency Administration Rules, the Renminbi is convertible for current account items, including the distribution of dividends, interest payments, trade- and service-related foreign exchange transactions. Conversion of Renminbi for capital account items, such as direct investment, loan, security investment and repatriation of investment, however, is still subject to the approval of, and/or the registration with, the PRC State Administration of Foreign Exchange, or SAFE or its local branches.

      Under the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange, foreign-invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents and, in the case of capital account item transactions, obtaining approval from the SAFE or its local branches. Capital investments by foreign-invested enterprises outside of China are also subject to limitations, which include approvals by the Ministry of Commerce, the SAFE and the National Reform and Development Commission or their local counterparts.

      Currently, the PRC laws and regulations do not provide clear criteria as to how to obtain the SAFE approval. The SAFE and its local branches have broad discretion as to whether to issue the SAFE approval.

Dividend Distribution

      The principal regulations governing distribution of dividends paid by Sino-foreign equity joint venture enterprises include:

•  The Company Law (1993), as amended;

•  The Law on Sino-Foreign Equity Joint Venture Enterprises (1979), as amended; and

•  Rules on Implementation of the Law on Sino-Foreign Equity Joint Venture Enterprises (1983), as amended.

      Under these regulations, Sino-foreign equity joint venture enterprises in China may pay dividends only out of their retained earnings, if any, determined in accordance with PRC GAAP. The board of directors of a Sino-foreign equity joint venture enterprise has the discretion to allocate a portion of its after-tax profits to reserve funds, employee bonus and welfare funds and enterprise development funds, which may not be distributed to equity owners as dividends.

Regulation of Foreign Exchange in Certain Onshore and Offshore Transactions

      In October 2005, the PRC State Administration of Foreign Exchange, or SAFE, issued the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-raising and Return Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies, or SAFE Notice 75, which became effective as of November 1, 2005, and was further supplemented by an implementing notice issued by the SAFE on November 24, 2005. SAFE Notice 75 suspends the implementation of two prior regulations promulgated in January and April of 2005 by SAFE. SAFE Notice 75 states that Chinese residents, whether natural or legal persons, must register with the relevant local SAFE branch prior to establishing or taking control of an offshore entity established for the purpose of overseas equity financing involving onshore assets or equity interests held by them. The term “Chinese legal person residents” as used in the SAFE Notice 75 refers to those entities with legal person status or other economic organizations established within the territory of China. The term “Chinese natural person residents” as used in the SAFE Notice 75 includes all Chinese citizens and all other natural persons, including foreigners, who habitually reside in China for economic benefit. The SAFE implementing notice of November 24, 2005 further clarifies that the term Chinese natural person residents as used under SAFE Notice 75 refers to those “Chinese natural person residents” defined

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under the relevant PRC tax laws and those natural persons who hold any interests in domestic entities which are classified as “domestic-funding” interests.

      Chinese residents are required to complete amended registrations with the local SAFE branch upon (i) injection of equity interests or assets of an onshore enterprise to the offshore entity, or (ii) subsequent overseas equity financing by such offshore entity. Chinese residents are also required to complete amended registrations or filing with the local SAFE branch within 30 days of any material change in the shareholding or capital of the offshore entity, such as changes in share capital, share transfers and long-term equity or debt investments, and providing security. Chinese residents who have already incorporated or gained control of offshore entities that have made onshore investment in China before SAFE Notice 75 was promulgated must register their shareholding in the offshore entities with the local SAFE branch on or before March 31, 2006.

      Under SAFE Notice 75, Chinese residents are further required to repatriate back into China all of their dividends, profits or capital gains obtain from their shareholdings in the offshore entity within 180 days of their receipt of such dividends, profits or capital gains. The registration and filing procedures under SAFE Notice 75 are prerequisites for other approval and registration procedures necessary for capital inflow from the offshore entity, such as inbound investments or shareholders loans, or capital outflow to the offshore entity, such as the payment of profits or dividends, liquidating distributions, equity sale proceeds, or the return of funds upon a capital reduction.

Regulation of Overseas Listings

      On August 8, 2006, six PRC regulatory agencies, including the PRC Ministry of Commerce, or MOFCOM, the State Assets Supervision and Administration Commission, or SASAC, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission, or the CSRC, and the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which became effective on September 8, 2006. This regulation, among other things, has some provisions that purport to require that an offshore SPV formed for listing purposes and controlled directly or indirectly by PRC companies or individuals obtain the approval of the CSRC prior to the listing and trading of such SPV’s securities on an overseas stock exchange.

      On September 21, the CSRC published on its official website procedures regarding its approval of overseas listings by SPVs. The CSRC approval procedures require the filing of a number of documents with the CSRC and it would probably take several months to complete the approval process if a waiver is not available.

      The application of this new PRC regulation remains unclear with no consensus currently existing among the leading PRC law firms regarding the scope of the applicability of the CSRC approval requirement.

      Our PRC counsel, Fangda Partners, has advised us the following, based on their understanding of the current PRC laws, regulations and rules and the procedures announced on September 21, 2006:

•  The CSRC has jurisdiction over our offering;

•  Given that we have completed the transfer of the controlling equity interest in Tianwei Yingli from Yingli Group before September 8, 2006, the date on which the new regulation became effective, it is not necessary for us to submit an application to the CSRC to obtain its approval of the listing and subsequent trading of our ADSs on the NYSE; and

•  If an application for CSRC approval is required from us, we have a justifiable basis to request a waiver from the CSRC, if and when such procedures are established to obtain such a waiver.

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      A copy of Fangda Partners’ legal opinion regarding this new PRC regulation is filed as an exhibit to our registration statement on Form F-1, which is available at the SEC’s website at www.sec.gov.

      See “Risk Factors — Risks Related to Doing Business in China — Our failure to obtain the prior approval of the China Securities Regulatory Commission of the listing and trading of our ADSs on the NYSE could significantly delay this offering or could have a material adverse effect on our business, results of operations, reputation and trading price of our ADSs, and may also create uncertainties for this offering.”

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DESCRIPTION OF SHARE CAPITAL

      We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and the Companies Law (2004 Revision) of the Cayman Islands, which is referred to as the Companies Law below.

      As of the date of this prospectus, our authorized share capital consists of 967,513,542 ordinary shares, with a par value of US$0.01 each, 8,081,081 Series A preferred shares, with a par value of US$0.01 each, and 24,405,377 Series B preferred shares, with a par value of US$0.01 each. As of the date hereof, there are 64,489,312 ordinary shares (including 2,621,060 restricted shares issued under our 2006 stock incentive plan), 8,081,081 Series A preferred shares and 24,405,377 Series B preferred shares issued and outstanding. As of the date hereof, four investors in the United States held, in the aggregate, 2,895,553 Series B preferred shares.

      Our amended and restated memorandum and articles of association will become effective upon completion of this offering. Upon completion of this offering, our authorized share capital will consist of 1,000,000,000 ordinary shares, with a par value of US$0.01 each and there will be  ordinary shares issued and outstanding. The following are summaries of material provisions of our amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares.

Meetings

      An annual general meeting and any extraordinary general meeting is required to be called by not less than ten days’ notice in writing. Notice of every general meeting will be given to all our shareholders other than such as, under the provisions of our articles of association or the terms of issue of the shares they hold, are not entitled to receive such notices from us, and also to our principal external auditors.

      Notwithstanding that a meeting is called by shorter notice than that mentioned above, it will be deemed to have been duly called, if it is so agreed (i) in the case of a meeting called as an annual general meeting by all our shareholders entitled to attend and vote at the meeting; (ii) in the case of any other meeting, by a majority in number of the shareholders having a right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving that right.

      No business other than the appointment of a chairperson shall be transacted at any general meeting unless a quorum is present at the commencement of business. However, the absence of a quorum will not preclude the appointment of a chairperson of the meeting. If present, the chairperson of our board of directors will be the chairperson presiding at any shareholders’ meeting.

      Two of our shareholders present in person or by proxy or corporate representative representing not less than one-third in nominal value of our total issued voting shares shall be a quorum.

      A corporation being a shareholder shall be deemed for the purpose of our articles of association to be present in person if represented by its duly authorized representative being the person appointed by resolution of the directors or other governing body of such corporation to act as its representative at the relevant general meeting or at any relevant general meeting of any class of our shareholders. Such duly authorized representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were our individual shareholder.

      The quorum for a separate general meeting of the holders of a separate class of shares is described in “ — Modification of Rights” below.

Voting Rights Attaching to the Shares

      At any general meeting on a show of hands every shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) shall have one vote, and on a poll every shareholder present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly appointed representative) shall have one vote for each share which such shareholder

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is the holder. Our board of directors may issue shares with or have attached thereto such rights or restrictions whether in regard to dividend, voting, redemption privileges or otherwise.

      Any ordinary resolution to be passed by our shareholders requires the affirmative vote of a simple majority of the votes cast at a meeting of our shareholders, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast at a meeting of our shareholders. Holders of our shares may by ordinary resolution, among other things, elect directors, and make alterations of capital. See “ — Alteration of Capital.” A special resolution is required for matters such as a change of name. See “ — Modification of Rights.”

      No shareholder shall be entitled to vote or be reckoned in a quorum, in respect of any share unless such shareholder is registered as our shareholder at the applicable record date for that meeting and all calls or installments due by such shareholder to us have been paid.

      If a recognized clearing house (or its nominee(s)) is our shareholder, it may authorize such person or persons as it thinks fit to act as its representative(s) at any meeting or at any meeting of any class of shareholders provided that, if more than one person is so authorized, the authorization shall specify the number and class of shares in respect of which each such person is so authorized. A person authorized pursuant to this provision is deemed to have been duly authorized without further evidence of the facts and be entitled to exercise the same powers on behalf of the recognized clearing house (or its nominee(s)) as if such person was the registered holder of our shares held by that clearing house (or its nominee(s)).

Protection of Minorities

      The Grand Court of the Cayman Islands may, on the application of shareholders holding not less than one-fifth of our shares in issue, appoint an inspector to examine our affairs and to report thereon in a manner as the Grand Court shall direct.

      Any shareholder may petition the Grand Court of the Cayman Islands which may make a winding up order, if the court is of the opinion that it is just and equitable that we should be wound up.

      Claims against us by our shareholders must, as a general rule, be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by our memorandum and articles of association.

      The Cayman Islands courts ordinarily would be expected to follow English case law precedents which permit a minority shareholder to commence a representative action against, or derivative actions in our name to challenge (a) an act which is beyond the power of a company or illegal, (b) an act which constitutes a fraud against the minority and the wrongdoers are themselves in control of us, and (c) an irregularity in the passing of a resolution which requires a qualified (or special) majority.

Pre-emption Rights

      There are no pre-emption rights applicable to the issue of new shares under either Cayman Islands law or our amended and restated memorandum and articles of association.

Liquidation Rights

      Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if we are wound up and the assets available for distribution among our shareholders shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed at equal ranking among those shareholders in proportion to the amount paid up at the commencement of the winding up on the shares held by them, respectively and (ii) if we are wound up and the assets available for distribution among the shareholders as such shall be insufficient to repay the whole of the paid-up capital, those assets shall be distributed so that, as nearly as may be, the losses shall be borne by the shareholders in proportion to the capital paid up at the commencement of liquidation.

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      If we are wound up, the liquidator may with the sanction of our special resolution and any other sanction required by the Companies Law, divide among our shareholders in specie or kind the whole or any part of our assets (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the shareholders as the liquidator, with the like sanction, shall think fit, but so that no shareholder shall be compelled to accept any assets, shares or other securities upon which there is a liability.

Modification of Rights

      Except with respect to share capital (as described below), alterations to our amended and restated memorandum and articles of association may only be made by special resolution of no less than two-thirds of votes cast at a meeting of our shareholders.

      Subject to the Companies Law of the Cayman Islands, all or any of the special rights attached to shares of any class (unless otherwise provided for by the terms of issue of the shares of that class) may be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. The provisions of our amended and restated articles of association relating to general meetings shall apply similarly to every such separate general meeting, but so that (i) the quorum shall be a person or persons together holding (or represented by proxy) not less than one-third in nominal value of the issued shares of that class; (ii) every holder of shares of the class shall be entitled on a poll to one vote for every such share held by such holder; and (iii) any holder of shares of the class present in person or by proxy or authorized representative may demand a poll.

      The special rights conferred upon the holders of any class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking equally therewith.

Alteration of Capital

      We may from time to time by ordinary resolution:

•  increase our capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;

•  consolidate and divide all or any of our share capital into shares of larger amount than our existing shares;

•  divide our shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares, attach to these shares any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination in a general meeting of our shareholders may be determined by our directors;

•  sub-divide our shares into shares of smaller amount than is fixed by our memorandum and articles of association, subject to the Companies Law; and

•  cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of our share capital by the amount of the shares so cancelled.

      We may, by special resolution, subject to any confirmation or consent required by the Companies Law, reduce our share capital, or any capital redemption reserve in any manner authorized by law.

Transfer of Shares

      Subject to such of the restrictions of our amended and restated articles of association, any of our shareholder may transfer all or any of his or her shares by an instrument of transfer in the usual or common

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form or in or such other form prescribed by the NYSE or in any other form which the directors may approve. Our directors may decline to register any transfer of any share which is not paid up or on which we have a lien. Our directors may also decline to register any transfer of any share unless:

(a) the instrument of transfer is lodged with us accompanied by the certificate for the ordinary shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer;

(b) the instrument of transfer is in respect of only one class of share;

(c) the instrument of transfer is properly stamped (in circumstances where stamping is required);

(d) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four;

(e) a fee, if any, of such maximum sum as the NYSE may determine to be payable or such lesser sum as the directors may from time to time require is paid to us in respect thereof.

      If the directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

      The registration of transfers may, on notice being given by advertisement in such one or more newspapers or by other means in accordance with the requirements of the NYSE, be suspended and the register closed at such times and for such periods as the directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our directors may determine.

Share Repurchase

      We are empowered by the Companies Law and our amended and restated articles of association to purchase our own shares subject to certain restrictions. Our directors may only exercise this power on our behalf, subject to the Companies Law, our amended and restated memorandum and articles of association and to any applicable requirements imposed from time to time by the SEC, the NYSE or by any other recognized stock exchange on which our securities are listed.

Dividends

      Subject to the Companies Law, we may declare dividends in any currency to be paid to our shareholders but no dividends shall exceed the amount recommended by our directors. Dividends may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits which our directors determine is no longer needed. Our board of directors may also declare and pay dividends out of the share premium account or any other fund or account which can be authorized for this purpose in accordance with the Companies Law.

      Except in so far as the rights attaching to or the terms of issue of, any share otherwise provides (i) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for this purpose as paid up on that share; and (ii) all dividends shall be apportioned and paid pro rata according to the amounts paid upon the shares during any portion or portions of the period in respect of which the dividend is paid.

      Our directors may also pay any dividend which is payable on any shares semi-annually or on any other dates, whenever our position, in the opinion of the directors, justifies such payment.

      Our directors may deduct from any dividend or bonus payable to any shareholder all sums of money (if any) presently payable by him to us on account of calls, installments or otherwise.

      No dividend or other monies payable by us on or in respect of any share shall bear interest against us.

      In respect of any dividend proposed to be paid or declared on our share capital, our directors may resolve and direct that; (i) such dividend be satisfied wholly or in part in the form of an allotment of shares

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credited as fully paid up, provided that our shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof if our directors so determine) in cash in lieu of such allotment; or (ii) that the shareholders entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the directors may think fit. We may also, on the recommendation of our directors, resolve in respect of any particular dividend that, notwithstanding the foregoing, it may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right of shareholders to elect to receive such dividend in cash in lieu of such allotment.

      Any dividend interest or other sum payable in cash to the holder of shares may be paid by check or warrant sent by mail addressed to the holder at his registered address, or addressed to such person and at such addresses as the holder may direct. Every such check or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the register in respect of such shares, and shall be sent at his or their risk and payment of the check or warrant by the bank on which it is drawn shall constitute a good discharge to us.

      All dividends unclaimed for one year after having been declared may be invested or otherwise made use of by our board of directors for the benefit of our company until claimed. Any dividend unclaimed after a period of six years from the date of declaration of such dividend may be forfeited by our board of directors and, if so forfeited, shall revert to us.

      Whenever our directors or the shareholders in general meeting have resolved that a dividend be paid or declared, the directors may further resolve that such dividend be satisfied by direct payment or satisfaction wholly or in part by the distribution of specific assets of any kind, and in particular of paid up shares, debentures or warrants to subscribe for our securities or securities of any other company. Where any difficulty arises with regard to such distribution, our directors may settle it as they think expedient. In particular our directors may issue fractional certificates or authorize any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution purposes of any such specific assets and may determine that cash payments shall be made to any of our shareholders upon the footing of the value so fixed in order to adjust the rights of the parties, vest any such specific assets in trustees as may seem expedient to the directors and appoint any person to sign any requisite instruments of transfer and other documents on behalf of a person entitled to the dividend, which appointment shall be effective and binding on our shareholders.

Untraceable Shareholders

      We are entitled to sell any share of a shareholder who is untraceable, provided that:

(i)	all checks or warrants in respect of dividends of such shares, not being less than three in number, for any sums payable in cash to the holder of such shares have remained uncashed for a period of 12 years prior to the publication of the advertisement and during the three months referred to in paragraph (3) below;
(ii)	we have not during that time received any indication of the whereabouts or existence of the shareholder or person entitled to such shares by death, bankruptcy or operation of law; and
(iii)	we have caused an advertisement to be published in newspapers in the manner stipulated by our amended and restated articles of association, giving notice of our intention to sell these shares, and a period of three months has elapsed since such advertisement and NYSE has been notified of such intention.

      The net proceeds of any such sale shall belong to us and when we receive these net proceeds we shall become indebted to the former shareholder for an amount equal to such net proceeds.

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Board of Directors

     General

      We are managed by a board of directors which must consist of not less than two members. Any director on our board may be removed by way of an ordinary resolution of shareholders. Any vacancies on our board of directors or additions to the existing board of directors can be filled by way of an ordinary resolution of shareholders or by the affirmative vote of a simple majority of the remaining directors. The directors may at any time appoint any person as a director to fill a vacancy or as an addition to the existing board, but any director so appointed by the board of directors shall hold office only until the next following annual general meeting of our Company and shall then be eligible for re-election. Other than the chairperson of our board who is not required to retire, one-third of the rest of our directors who were appointed by shareholders at a general meeting are subject to retirement from office by rotation at each general meeting. All our directors who were appointed by our board must retire at the next annual general meeting. Retiring directors are eligible for re-election.

      Meetings of the board of directors may be convened at any time deemed necessary by any members of the board of directors. Advance notice of a meeting is not required if all the directors are present or represented at the meeting concerned and consent to the holding of such meeting.

      A meeting of the board of directors will be competent to make lawful and binding decisions if any two shareholders of the board of directors are present or represented. At any meeting of the directors, each director, be it by his presence or by his alternate, is entitled to one vote.

      Questions arising at a meeting of the board of directors are required to be decided by simple majority votes of the members of the board of directors present or represented at the meeting. In the case of a tie vote, the chairperson of the meeting shall have a second or deciding vote. Our board of directors may also pass resolutions without a meeting by unanimous written consent.

     Borrowing powers

      Our directors may exercise all the powers to raise or borrow money, to mortgage or charge all or any part of our undertaking, property and assets (present and future) and uncalled capital and, subject to the Companies Law, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of ours or of any third party.

Inspection of Books and Records

      Holders of our shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See “Where You Can Find Additional Information.”

Exempted Company

      We are an exempted company with limited liability under the Companies Law. The Companies Law in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

•  an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

•  an exempted company’s register of members is not open to inspection;

•  an exempted company does not have to hold an annual general meeting;

•  an exempted company may issue no par value, negotiable or bearer shares;

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•  an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

•  an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

•  an exempted company may register as a limited duration company; and

•  an exempted company may register as a segregated portfolio company.

      “Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on our shares. Upon the closing of this offering, we will be subject to reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, as applicable to foreign private issuers. We currently intend to comply with the NYSE rules, in lieu of following home country practice after the closing of this offering. The NYSE rules require that every company listed on the NYSE hold an annual general meeting of shareholders. In addition, our proposed amended and restated articles of association, which, upon receiving the requisite shareholder approval, is expected to become effective immediately upon the closing of this offering, will allow directors or shareholders to call special shareholder meetings pursuant to the procedures set forth in the articles. We believe that the differences with respect to being a Cayman Islands exempted company as opposed to a Delaware corporation do not pose additional material risks to investors, other than the risks described under “Risk Factors — Risks Related to Our ADSs and This Offering.”

Differences in Corporate Law

      The Companies Law is modeled after similar law in England but does not necessarily always follow recent changes in English law. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements

      Cayman Islands law does not provide for mergers as that expression is understood under United States corporate law. However, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

•  the Company is not proposing to act illegally or beyond its power and the statutory provisions as to the due majority vote have been complied with;

•  the shareholders have been fairly represented at the meeting in question;

•  the arrangement is such that a businessman would reasonably approve; and

•  the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or that would amount to a “fraud on minority.”

      When a take-over offer is made and accepted by holders of 90.0% of the shares (within four months), the offeror may, within a two month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith or collusion.

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      If the arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders’ Suits

      We are not aware of any reported class action or derivative action having been brought in a Cayman Islands court. In principle, we will normally be the proper plaintiff and a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would likely be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:

•  a company acts or proposes to act illegally or beyond its power;

•  the act complained of, although not beyond the power of the company, could be effected duly if authorized by more than a simple majority vote that has not been obtained; and

•  those who control the company are perpetrating a “fraud on the minority.”

Indemnification of Directors and Executive Officers and Limitation of Liability

      Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association, which will become effective upon the closing of this offering, permit indemnification of officers, directors and auditors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty, fraud or default of such directors or officers or auditors. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.

      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable as a matter of United States law.

Anti-takeover Provisions in the Amended and Restated Memorandum and Articles of Association

      Cayman Islands law does not prevent companies from adopting a wide range of defensive measures, such as staggered boards, blank check preferred shares, removal of directors only for cause and provisions that restrict the rights of shareholders to call meetings, act by written consent and submit shareholder proposals. We plan to adopt an amended memorandum and articles of incorporation, to be effective immediately prior to this offering, which provides for, among others, a staggered board, blank check preferred stock and provisions that restrict the rights of shareholders to call shareholders’ meetings and eliminate their right to act by written consent.

Directors’ Fiduciary Duties

      Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the

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shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

      Under Cayman Islands law, at common law, members of a board of directors owe a fiduciary duty to the company to act in good faith in their dealings with or on behalf of the company and exercise their powers and fulfill the duties of their office honestly. This duty has four essential elements:

• a duty to act in good faith in the best interests of the company;

• a duty not to personally profit from opportunities that arise from the office of director;

• a duty to avoid conflicts of interest; and

• a duty to exercise powers for the purpose for which such powers were intended.

      In general, the Companies Law imposes various duties on officers of a company with respect to certain matters of management and administration of the company. The Companies Law contains provisions, which impose default fines on persons who fail to satisfy those requirements. However, in many circumstances, an individual is only liable if he knowingly is guilty of the default or knowingly and willfully authorizes or permits the default.

Shareholder Action by Written Consent

      Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. The Companies Law allows a special resolution to be passed in writing if signed by all the shareholders and authorized by the articles of association.

Shareholder Proposals

      Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

      The Companies Law does not provide shareholders any right to bring business before a meeting or requisition a general meeting. However, these rights may be provided in articles of association. Our amended and restated articles of association allow our shareholders holding not less than 50% of our paid-up voting share capital to requisition a shareholder’s meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings. However, our amended and restated articles of association require us to call such meetings.

Cumulative Voting

      Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. While there is nothing under the Cayman Islands law which specifically prohibits or restricts the creation of cumulative voting rights for the election of directors of a Company, our amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

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Removal of Directors

      Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our amended and restated articles of association, directors may be removed, by way of ordinary resolution of the shareholders.

Transactions with Interested Shareholders

      The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

      A Cayman company may enter into some business transactions with significant shareholders, including asset sales, in which a significant shareholder receives, or could receive, a financial benefit that is greater than that received, or to be received, by other shareholders with prior approval from the board of directors but without prior approval from the shareholders.

Sale of Assets

      Contrary to the general practice in most corporations incorporated in the United States, Cayman Islands law does not require that shareholders approve sales of all or substantially all of a company’s assets.

Dissolution; Winding up

      Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under the Companies Law of the Cayman Islands and our amended and restated articles of association, our company may be dissolved, liquidated or wound up by the vote of holders of two-thirds of our shares voting at a meeting.

Variation of Rights of Shares

      Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our amended and restated articles of association provides that, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the vote at a class meeting of holders of two-thirds of the shares of such class.

Amendment of Governing Documents

      Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our amended and restated

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memorandum and articles of association may only be amended with the vote of holders of two-thirds of our shares voting at a meeting.

Rights of Non-resident or Foreign Shareholders

      There are no limitations imposed by our amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

History of Securities Issuances

      The following is a summary of our securities issuances during the past three years. See also “Restructuring — Private Equity Investments and Other Financings Following the Restructuring.”

     Ordinary Shares

      On August 7, 2006, we issued a total of 50,000,000 ordinary shares to Yingli Power in connection with our incorporation for an aggregate subscription amount of US$500,000. On September 25, 2006, we issued an additional 9,800,000 ordinary shares to Yingli Power as our sole shareholder for an aggregate subscription amount of US$100,000.

     Series A Preferred Shares and a Warrant

      On September 29, 2006, we issued to Inspiration Partners Limited 8,081,081 Series A preferred shares for an aggregate purchase price of US$17.0 million, or at US$2.10 per share. On September 28, 2006, we also issued to TB Management Ltd., affiliate of Inspiration Partners Limited, a warrant to purchase 678,811 of our ordinary shares for no consideration. The proceeds from the issuance of the Series A preferred shares and the warrant were used to finance the transfer of the 51% equity interest in Tianwei Yingli that was held by Yingli Group to us.

     Series B Preferred Shares and Warrants

      During the period from December 20, 2006 to January 13, 2007, we issued to Baytree Investments (Mauritius) Pte Ltd., an affiliate of Temasek Holdings Pte Ltd., and 13 other investors a total of 24,405,377 Series B preferred shares for an aggregate purchase price of US$118 million, or at US$4.835 per share. In addition, during the same period, we granted to such investors, other than the three investors who had made advance payments, warrants to purchase an aggregate of 2,112,057 of our ordinary shares at an exercise price of US$0.01 per share. In addition, on or about March 27, 2007, we further issued to the Series B preferred shareholders (other than the three investors who had made advance payments) additional warrants with terms similar to the previously issued Series B warrants to purchase an aggregate of 688,090 of our ordinary shares in exchange for the early termination of an escrow arrangement with certain restriction, which made the release of a portion of the proceeds in an amount of US$19.6 million, that were received from the issuance and sale of the Series B preferred shares contingent upon our obtaining the relevant PRC regulatory approvals and completion of related procedural formalities in connection with the conversion of the shareholder loan into equity interest in Tianwei Yingli. This amount of US$19.6 million was injected into Tianwei Yingli upon removal of such restriction in the form of entrusted loan from us to satisfy Tianwei Yingli’s working capital requirement. Of US$118 million in aggregate proceeds, US$17 million, which was received as advance payments for the purchase of Series B preferred shares from us, was used to increase our equity interest in Tianwei Yingli to 53.98% from 51%, US$22.6 million (together with US$17 million from portions of the proceeds from the issuance and sale of the mandatory redeemable bonds and the mandatory convertible bonds) will be injected into Tianwei Yingli in the form of a direct equity contribution upon completion of relevant PRC registration procedures, and the remaining US$78.4 million was injected into Tianwei Yingli in the form of a shareholder loan from us to Tianwei Yingli which will be converted into

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equity interest in Tianwei Yingli upon obtaining the approval from the SAFE, Baoding Branch. Upon the completion of relevant PRC registration procedures for the direct equity contribution and obtaining the approval from the SAFE, Baoding Branch for the conversion of the shareholder loan into an equity interest in Tianwei Yingli, which would result in the additional equity contribution of an aggregate amount of US$118 million to Tianwei Yingli’s registered capital, our equity interest in Tianwei Yingli would increase to 70.11% from 62.13%.

     Mandatory Convertible Bonds payable to Yingli Power and Mandatory Redeemable Bonds payable to Yingli Power

      On November 13, 2006, we issued interest-bearing mandatory redeemable bonds and mandatory convertible bonds to Yingli Power in the aggregate principal amount of US$85 million and at an issue price equal to 98.75% of such aggregate principal amount. The mandatory redeemable bonds in the principal amount of US$38 million are required to be redeemed at their principal amount upon the completion of this offering. The mandatory convertible bonds with the principal amount of US$47 million are required to be converted into equity interests in us at an aggregate value equal to the value of a 3.73% equity interest in Tianwei Yingli upon the completion of this offering. The net proceeds from these bonds must be used (i) up to US$62 million, to increase our equity interest in Tianwei Yingli from 53.98% to 62.13% (which event occured on December 18, 2006), (ii) up to US$17 million, to further increase our equity interest in Tianwei Yingli, (iii) US$4.5 million to be held in a restricted account to be used to service the first three payments falling due under these bonds and (iv) the remaining proceeds for general corporate purpose and working capital.

      On December 29, 2006, we issued to China Sunshine Investment Co., Ltd., an investment holding company established in the British Virgin Islands, a warrant to purchase 2,068,252 of our ordinary shares at an exercise price of US$4.835 per share in connection with the repayment and termination of a convertible loan made to Tianwei Yingli on May 17, 2006. China Sunshine Investment Co. Ltd. exercised this warrant in full on February 6, 2007.

Share Options and Restricted Shares

      We adopted the 2006 stock incentive plan in December 2006. We granted options to purchase an aggregate of 610,929 ordinary shares to four executive officers of us in December 2006. In January and April 2007, we granted to DBS Trustees Limited an aggregate of 2,621,060 restricted shares to be held in trust for the benefit of 70 trust participants consisting of nine directors and executive officers of us and Tianwei Yingli and 61 other employees of us and Tianwei Yingli. In May 2007, we granted options to purchase an aggregate of 115,000 ordinary shares to three independent directors and one key employee, subject to the completion of this offering. As of                     , options to purchase                      ordinary shares of our company were outstanding. See “Management — 2006 Stock Incentive Plan.”

Registration Rights

      Under the terms of an amended shareholders agreement with our Series A and Series B preferred shareholders, at any time six months after the closing of our initial public offering, any shareholder(s) holding of record at least 33% of registrable securities then outstanding may, on three occasions only, request us to effect the registration, on a form other than Form F-3, of all or part of the registrable securities then outstanding. Registrable securities are ordinary shares issued or issuable to the holders of our preferred shares or their respective transferees or the holders or transferees of the warrants issued by us.

      In addition, upon our company becoming eligible for using Form F-3, any holder of registrable securities may request us to effect a registration statement on Form F-3 for a public offering of registrable securities so long as the reasonably anticipated aggregate price to the public (net of selling expenses) would be at least US$5.0 million and we are entitled to use Form F-3 (or a comparable form) for such offering. Holders of registrable securities may demand a registration on Form F-3 on unlimited occasions, although we are not

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obligated to effect more than one such registration in any 12-month period. Under certain circumstances, such demand registration may also include ordinary shares other than registrable securities.

      Holders of registrable securities also have “piggyback” registration rights, which may request us to register all or any part of the registrable securities then held by such holders when we register any of our ordinary shares. If any of the offerings involves an underwriting, the managing underwriter of any such offering has certain rights to limit the number of shares included in such registration. However, the number of registrable securities included in an underwritten public offering subsequent to our initial public offering pursuant to “piggyback” registration rights may not be reduced to less than 35% of the aggregate securities included in such offering. However, the terms of the amended shareholders agreement do not provide for any specific damage, payment or transfer any other consideration to the Series A and B preferred shareholders in the event of non-performance to effect a registration statement.

      We are generally required to bear all of the registration expenses incurred in connection with three demand registrations, unlimited Form F-3 and piggyback registrations, except underwriting discounts and commissions.

      Holders of our warrants are also entitled to the same registration rights as described above with respect to the ordinary shares into which their warrants are exercisable.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Receipts

      JPMorgan Chase Bank, N.A., as depositary, will issue the ADSs which you will be entitled to receive in this offering. Each ADS will represent an ownership interest in one ordinary share which we will deposit with the custodian, as agent of the depositary, under the deposit agreement among us, the depositary and you as an ADR holder. In the future, each ADS will also represent any securities, cash or other property deposited with the depositary but which it has not distributed directly to you. Unless specifically requested by you, all ADSs will be issued on the books of our depositary in book-entry form and periodic statements will be mailed to you which reflect your ownership interest in such ADSs. In our description, references to American depositary receipts or ADRs shall include the statements you will receive which reflects your ownership of ADSs.

      The depositary’s office is located at 4 New York Plaza, New York, NY 10004. J.P. Morgan Securities Ltd., one of our Series B preferred shareholders, is an affiliate of the depositary.

      You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an ADR holder described in this section. You should consult with your broker or financial institution to find out what those procedures are.

      As an ADR holder, we will not treat you as a shareholder of ours and you will not have any shareholder rights. Cayman Island law governs shareholder rights. Because the depositary or its nominee will be the shareholder of record for the shares represented by all outstanding ADSs, shareholder rights rest with such record holder. Your rights are those of an ADR holder. Such rights derive from the terms of the deposit agreement to be entered into among us, the depositary and all registered holders from time to time of ADSs issued thereunder. The obligations of the depositary and its agents are also set out in the deposit agreement. Because the depositary or its nominee will actually be the registered owner of the shares, you must rely on it to exercise the rights of a shareholder on your behalf. The deposit agreement and the ADSs are governed by New York law.

      The following is a summary of the material terms of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR which contains the terms of your ADSs. You can read a copy of the deposit agreement which is filed as an exhibit to the registration statement of which this prospectus forms a part. You may also obtain a copy of the deposit agreement at the SEC’s public reference room which is located at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-732-0330. You may also find the registration statement and the attached deposit agreement from the SEC’s website at http://www.sec.gov.

Share Dividends and Other Distributions

How will you receive dividends and other distributions on the shares underlying your ADSs?

      We may make various types of distributions with respect to our securities. The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after converting any cash received into U.S. dollars and, in all cases, making any necessary deductions provided for in the deposit agreement. You will receive these distributions in proportion to the number of underlying securities that your ADSs represent.

      Except as stated below, to the extent the depositary is legally permitted, it will deliver such distributions to ADR holders in proportion to their interests in the following manner:

•  Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof (to the

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	extent applicable), on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to certain registered holders, and (iii) deduction of the depositary’s expenses in (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution.
•	Shares. In the case of a distribution in shares, the depositary will issue additional ADRs to evidence the number of ADSs representing such shares. Only whole ADSs will be issued. Any shares which would result in fractional ADSs will be sold and the net proceeds will be distributed in the same manner as cash to the ADR holders entitled thereto.
•	Rights to receive additional shares. In the case of a distribution of rights to subscribe for additional shares or other rights, if we provide satisfactory evidence that the depositary may lawfully distribute such rights, the depositary will distribute warrants or other instruments representing such rights. However, if we do not furnish such evidence, the depositary may:

•  sell such rights if practicable and distribute the net proceeds as cash; or

•  if it is not practicable to sell such rights, do nothing and allow such rights to lapse, in which case ADR holders will receive nothing.

We have no obligation to file a registration statement under the Securities Act in order to make any rights available to ADR holders.

•  Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same way it distributes cash.

      If the depositary determines that any distribution described above is not practicable with respect to any specific ADR holder, the depositary may choose any practicable method of distribution for such ADR holder, including the distribution of foreign currency, securities or property, or it may retain such items, without paying interest on or investing them, on behalf of the ADR holder as deposited securities, in which case the ADSs will also represent the retained items.

      Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be withheld without liability for interest thereon and dealt with by the depositary in accordance with its then current practices.

      The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holders.

      There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period.

Deposit, Withdrawal and Cancellation

How does the depositary issue ADSs?

      The depositary will issue ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian and pay the fees and expenses owing to the depositary in connection with such

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issuance. In the case of the ADSs to be issued under this prospectus, we will arrange with the underwriters named herein to deposit such shares.

      Shares deposited in the future with the custodian must be accompanied by certain delivery documentation, including instruments showing that such shares have been properly transferred or endorsed to the person on whose behalf the deposit is being made.

      The custodian will hold all deposited shares (including those being deposited by or on our behalf in connection with the offering to which this prospectus relates) for the account of the depositary. ADR holders thus have no direct ownership interest in the shares and only have such rights as are contained in the deposit agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited shares. The deposited shares and any such additional items are referred to as “deposited securities”.

      Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue an ADR or ADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is entitled. All of the ADSs issued will, unless specifically requested to the contrary, be part of the depositary’s direct registration system, and a registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in such holder’s name. An ADR holder can request that the ADSs not be held through the depositary’s direct registration system and that a certificated ADR be issued.

How do ADR holders cancel an ADS and obtain deposited securities?

      When you turn in your ADSs at the depositary’s office, or when you provide proper instructions and documentation in the case of direct registration ADSs, the depositary will, upon payment of certain applicable fees, charges and taxes, deliver the underlying shares at the custodian’s office or effect delivery by such other means as the depositary deems practicable, including transfer to an account of an accredited financial institution on your behalf. At your risk, expense and request, the depositary may deliver deposited securities at such other place as you may request.

      The depositary may only restrict the withdrawal of deposited securities in connection with:

•  temporary delays caused by closing our transfer books or those of the depositary or the deposit of shares in connection with voting at a shareholders’ meeting, or the payment of dividends;

•  the payment of fees, taxes and similar charges; or

•  compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited securities.

      This right of withdrawal may not be limited by any other provision of the deposit agreement.

Record Dates

      The depositary may fix record dates for the determination of the ADR holders who will be entitled (or obligated, as the case may be):

•  to receive a dividend, distribution or rights,

•  to give instructions for the exercise of voting rights at a meeting of holders of ordinary shares or other deposited securities, or

•  for the determination of the registered holders who shall be responsible for the fee assessed by the depositary for administration of the ADR program and for any expenses as provided for in the ADR,

•  to receive any notice or to act in respect of other matters,

all subject to the provisions of the deposit agreement.

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Voting Rights

How do you vote?

      If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for the shares which underlie your ADSs. After receiving voting materials from us, the depositary will notify the ADR holders of any shareholder meeting or solicitation of consents or proxies. This notice will state such information as contained in the voting materials and describe how you may instruct the depositary to exercise the voting rights for the shares which underlie your ADSs and will include instructions for giving a discretionary proxy to a person designated by us. For instructions to be valid, the depositary must receive them in the manner and on or before the date specified. The depositary will try, as far as is practical, subject to the provisions of and governing the underlying shares or other deposited securities, to vote or to have its agents vote the shares or other deposited securities as you instruct. The depositary will only vote or attempt to vote as you instruct. The depositary will not itself exercise any voting discretion. Furthermore, neither the depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast or for the effect of any vote.

      There is no guarantee that you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Reports and Other Communications

Will you be able to view our reports?

      The depositary will make available for inspection by ADR holders any written communications from us which are both received by the custodian or its nominee as a holder of deposited securities and made generally available to the holders of deposited securities. We will furnish these communications in English when so required by any rules or regulations of the Securities and Exchange Commission.

      Additionally, if we make any written communications generally available to holders of our shares, including the depositary or the custodian, and we request the depositary to provide them to ADR holders, the depositary will mail copies of them, or, at its option, English translations or summaries of them to ADR holders.

Fees and Expenses

What fees and expenses will you be responsible for paying?

      ADR holders will be charged a fee for each issuance of ADSs, including issuances resulting from distributions of shares, rights and other property, and for each surrender of ADSs in exchange for deposited securities. The fee in each case is US$5.00 for each 100 ADSs (or any portion thereof) issued or surrendered.

      The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing shares or by any party surrendering ADRs or to whom ADRs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the ADRs or the deposited securities or a distribution of ADRs), whichever is applicable:

•  to the extent not prohibited by the rules of any stock exchange or interdealer quotation system upon which the ADSs are traded, a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs;

•  a fee of US$          or less per ADS (or portion thereof) for any cash distribution made pursuant to the deposit agreement;

•  a fee of US$           per ADS (or portion thereof) per calendar year for services performed by the depositary in administering our ADR program (which fee may be charged on a periodic basis during each calendar year (with the aggregate of such fees not to exceed the amount set forth above) and

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	shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision);
•	any other charge payable by any of the depositary, any of the depositary’s agents, including, without limitation, the custodian, or the agents of the depositary’s agents in connection with the servicing of our shares or other deposited securities (which charge shall be assessed against registered holders of our ADRs as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such registered holders or by deducting such charge from one or more cash dividends or other cash distributions);
•	a fee for the distribution of securities (or the sale of securities in connection with a distribution), such 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 (treating all such securities as if they were shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those holders entitled thereto;
•	stock transfer or other taxes and other governmental charges;
•	cable, telex and facsimile transmission and delivery charges incurred at your request;
•	transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities;
•	expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars; and
•	such fees and expenses as are incurred by the depositary (including without limitation expenses incurred in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable laws, rules or regulations.

      We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The fees described above may be amended from time to time.

      Our depositary has agreed to reimburse us for certain expenses we incur that are related to establishment and maintenance of the ADR program, including investor relations expenses and exchange application and listing fees. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not related to the amounts of fees the depositary collects from investors. The depositary collects its fees for issuance and cancellation of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide services to any holder until the fees owing by such holder for those services and any other unpaid fees are paid.

Payment of Taxes

      ADR holders must pay any tax or other governmental charge payable by the custodian or the depositary on any ADS or ADR, deposited security or distribution. If an ADR holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell deposited securities and deduct the amount owing from the net proceeds of such sale. In either case the ADR holder remains liable for any shortfall. Additionally, if any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration, registration of transfer, split-up or combination of deposited securities or withdrawal of deposited securities (except under limited circumstances mandated by securities regulations). If any tax or governmental charge is required to be withheld on any non-cash

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distribution, the depositary may sell the distributed property or securities to pay such taxes and distribute any remaining net proceeds to the ADR holders entitled thereto.

      By holding an ADR or an interest therein, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respective directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained in respect of, or arising out of, your ADSs.

Reclassifications, Recapitalizations and Mergers

      If we take certain actions that affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation or other reclassification of deposited securities or (ii) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, then the depositary may choose to:

      (1) amend the form of ADR;

      (2) distribute additional or amended ADRs;

      (3) distribute cash, securities or other property it has received in connection with such actions;

      (4) sell any securities or property received and distribute the proceeds as cash; or

      (5) none of the above.

If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the deposited securities and each ADS will then represent a proportionate interest in such property.

Amendment and Termination

How may the deposit agreement be amended?

      We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR holders must be given at least 30 days notice of any amendment that imposes or increases any fees or charges (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or prejudices any substantial existing right of ADR holders. If an ADR holder continues to hold an ADR or ADRs after being so notified, such ADR holder is deemed to agree to such amendment. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement the deposit agreement and the ADR at any time in accordance with such changed laws, rules or regulations, which amendment or supplement may take effect before a notice is given or you otherwise receive notice. No amendment, however, will impair your right to surrender your ADSs and receive the underlying securities.

How may the deposit agreement be terminated?

      The depositary may terminate the deposit agreement by giving the ADR holders at least 30 days prior notice, and it must do so at our request. The deposit agreement will be terminated on the removal of the depositary for any reason. After termination, the depositary’s only responsibility will be (i) to deliver deposited securities to ADR holders who surrender their ADRs, and (ii) to hold or sell distributions received on deposited securities. As soon as practicable after the expiration of six months from the termination date, the depositary will sell the deposited securities which remain and hold the net proceeds of such sales, without liability for interest, in trust for the ADR holders who have not yet surrendered their ADRs. After making such sale, the depositary shall have no obligations except to account for such proceeds and other cash. The depositary will not be required to invest such proceeds or pay interest on them.

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Limitations on Obligations and Liability to ADR holders

Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs

      Prior to the issue, registration, registration of transfer, split-up, combination, or cancellation of any ADRs, or the delivery of any distribution in respect thereof, the depositary and its custodian may require you to pay, provide or deliver:

•  payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of shares or other deposited securities upon any applicable register and (iii) any applicable fees and expenses described in the deposit agreement;

•  the production of proof satisfactory to the depositary and/or its custodian of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, payment of applicable taxes or governmental charges, or legal or beneficial ownership and the nature of such interest, information relating to the registration of the shares on the books maintained by or on our behalf for the transfer and registration of shares, compliance with applicable laws, regulations, provisions of or governing deposited securities and terms of the deposit agreement and the ADR, as it may deem necessary or proper; and

•  compliance with such regulations as the depositary may establish consistent with the deposit agreement.

      The deposit agreement expressly limits the obligations and liability of the depositary, us and our respective agents. Neither we nor the depositary nor any such agent will be liable if:

•  present or future law, rule or regulation of the United States, the Cayman Islands or any other country, or of any governmental or regulatory authority or securities exchange or market or automated quotation system, the provisions of or governing any deposited securities, any present or future provision of our charter, any act of God, war, terrorism or other circumstance beyond our, the depositary’s or our respective agents’ control shall prevent, delay or subject to any civil or criminal penalty any act which the deposit agreement or the ADRs provides shall be done or performed by us, the depositary or our respective agents (including, without limitation, voting);

•  it exercises or fails to exercise discretion under the deposit agreement or the ADR;

•  it performs its obligations without gross negligence or bad faith;

•  it takes any action or refrains from taking any action in reliance upon the advice of or information from legal counsel, accountants, any person presenting shares for deposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information; or

•  it relies upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

      Neither the depositary nor its agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs. We and our agents shall only be obligated to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs, which in our opinion may involve us in expense or liability, if indemnity satisfactory to us against all expense (including fees and disbursements of counsel) and liability is furnished as often as may be required. The depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the deposit agreement, any registered holder or holders of ADRs, any ADSs or otherwise to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators.

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      The depositary will not be responsible for failing to carry out instructions to vote the deposited securities or for the manner in which the deposited securities are voted or the effect of the vote. In no event shall we, the depositary or any of our respective agents be liable to holders of ADSs or interests therein for any indirect, special, punitive or consequential damages.

      The depositary may own and deal in deposited securities and in ADSs.

Disclosure of Interest in ADSs

      To the extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or other ownership of deposited securities, other shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, you agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable instructions we may provide in respect thereof. We reserve the right to request you to deliver your ADSs for cancellation and withdrawal of the deposited securities so as to permit us to deal with you directly as a holder of deposited securities and, by holding an ADS or an interest therein, you will be agreeing to comply with such instructions.

Requirements for Depositary Actions

      We, the depositary or the custodian may refuse to

•  issue, register or transfer an ADR or ADRs;

•  effect a split-up or combination of ADRs;

•  deliver distributions on any such ADRs; or

•  permit the withdrawal of deposited securities (unless the deposit agreement provides otherwise), until the following conditions have been met:

•  the holder has paid all taxes, governmental charges, and fees and expenses as required in the deposit agreement;

•  the holder has provided the depositary with any information it may deem necessary or proper, including, without limitation, proof of identity and the genuineness of any signature; and

•  the holder has complied with such regulations as the depositary may establish under the deposit agreement.

      The depositary may also suspend the issuance of ADSs, the deposit of shares, the registration, transfer, split-up or combination of ADRs, or the withdrawal of deposited securities (unless the deposit agreement provides otherwise), if the register for ADRs or any deposited securities is closed or the depositary decides it is advisable to do so.

Books of Depositary

      The depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADRs, which register shall include the depositary’s direct registration system. You may inspect such records at such office during regular business hours, but solely for the purpose of communicating with other holders in the interest of business matters relating to the deposit agreement. Such register may be closed from time to time, when deemed expedient by the depositary.

      The depositary will maintain facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADRs. These facilities may be closed from time to time, to the extent not prohibited by law.

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Pre-release of ADSs

      The depositary may issue ADSs prior to the deposit with the custodian of shares (or rights to receive shares). This is called a pre-release of the ADS. A pre-release is closed out as soon as the underlying shares (or rights to receive shares from us or from any registrar, transfer agent or other entity recording share ownership or transactions) are delivered to the depositary. The depositary may pre-release ADSs only if:

•  the depositary has received collateral for the full market value of the pre-released ADSs (marked to market daily); and

•  each recipient of pre-released ADSs agrees in writing that he or she

•  owns the underlying shares,

•  assigns all rights in such shares to the depositary,

•  holds such shares for the account of the depositary and

•  will deliver such shares to the custodian as soon as practicable, and promptly if the depositary so demands.

In general, the number of pre-released ADSs will not evidence more than 30% of all ADSs outstanding at any given time (excluding those evidenced by pre-released ADSs). However, the depositary may change or disregard such limit from time to time as it deems appropriate. The depositary may retain for its own account any earnings on collateral for pre-released ADSs and its charges for issuance thereof.

Appointment

      In the deposit agreement, each holder and each person holding an interest in ADSs, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the deposit agreement will be deemed for all purposes to:

•  be a party to and bound by the terms of the deposit agreement and the applicable ADR or ADRs, and

•  appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the deposit agreement and the applicable ADR or ADRs, to adopt any and all procedures necessary to comply with applicable laws and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the deposit agreement and the applicable ADR and ADRs, the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.

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SHARES ELIGIBLE FOR FUTURE SALE

      Upon completion of this offering, we will have                      outstanding ADSs representing approximately           % of our ordinary shares in issue. All of the ADSs sold in this offering and the ordinary shares they represent will be freely transferable by persons other than our “affiliates” without restriction or further registration under the Securities Act. Sales or perceived sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our ADSs. Prior to this offering, there has been no public market for our ordinary shares or the ADSs, and while application has been made for the ADSs to be listed on the New York Stock Exchange, we cannot assure you that a regular trading market for our ADSs will develop. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. We do not expect that a trading market will develop for our ordinary shares not represented by the ADSs.

Lock-up Agreements

      Each of the selling shareholders, our directors, executive officers and our other existing shareholders has agreed, subject to some exceptions, not to transfer or dispose of, directly or indirectly, any of our ordinary shares, in the form of ADSs or otherwise, or any securities convertible into or exchangeable or exercisable for our ordinary shares, in the form of ADSs or otherwise, for a period of 180 days after the date this prospectus becomes effective. After the expiration of the 180-day period, the ordinary shares or ADSs held by the selling shareholders, our directors, executive officers or our other existing shareholders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.

      In addition, certain of our option holders have agreed with us that the ordinary shares they receive when they exercise their share options will be subject to the foregoing restrictions related to our selling shareholders, directors, executive officers and our other existing shareholders until the later of (i) December 28, 2007, the first anniversary of the grant date, and (ii) the expiration of the aforementioned 180-day restricted period.

      The 180-day restricted period is subject to adjustment under certain circumstances. If (1) during the last 17 days of the 180-day restricted period, we release an earnings results or material news or a material event relating to us occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period following the last day of the 180-day period, the restrictions will continue to apply until the expiration of the 180-day period beginning on the release of the earnings results or the occurrence of the material news or material event, as applicable, unless, with respect to the restricted period applicable to us and our selling shareholders, directors, executive officers and certain other existing shareholders, such extension is waived by the representatives on behalf of the underwriters.

Rule 144

      In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who has beneficially owned “restricted securities” for at least one year would be entitled to sell in the United States, within any three-month period, a number of shares that is not more than the greater of:

•  1.0% of the number of our ordinary shares then outstanding which will equal approximately                      ordinary shares immediately after this offering; or

•  the average weekly reported trading volume of our ADSs on the NYSE during the four calendar weeks proceeding the date on which a notice of the sale on Form 144 is filed with the SEC by such person.

      Sales under Rule 144 are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. However, these shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires. Persons who are not our affiliates may be exempt from these restrictions under Rule 144(k) discussed below.

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Rule 144(k)

      Under Rule 144(k), a person who is not deemed to have been our affiliate at any time during the three months preceding a sale, and who has beneficially owned the ordinary shares proposed to be sold for at least two years from the later of the date these shares were acquired from us or from our affiliate, including the holding period of any prior owner other than an affiliate, is entitled to sell those shares in the United States immediately following this offering without complying with the manner-of-sale, public information, volume limitation or notice provisions of Rule 144. However, these shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Registration Rights

      Upon completion of this offering, certain holders of our ordinary shares, in the form of ADSs or otherwise, or their transferees will be entitled to request that we register their shares under the Securities Act, following the expiration of the lock-up agreements described above. See “Description of Share Capital — Registration Rights.”

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TAXATION

      The following summary of the material Cayman Islands and United States federal income tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under U.S., state, local and other tax laws. To the extent that the discussion relates to matters of Cayman Islands tax law, it constitutes the opinion of Conyers Dill & Pearman, our Cayman Islands counsel.

Cayman Islands Taxation

      The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within, the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

      We have, pursuant to Section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, obtained an undertaking from the Governor-in-Council that:

(a)  no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income or gains or appreciations shall apply to us or our operations:

(b)  the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on our ordinary shares, debentures or other obligations.

      The undertaking that we have obtained is for a period of 20 years from August 15, 2006.

United States Federal Income Taxation

      The following discussion, to the extent it states matters of law or legal conclusions, and subject to the qualifications herein, constitutes the opinion of Simpson Thacher & Bartlett LLP, our special U.S. counsel, on the material U.S. federal income tax consequences to U.S. Holders (defined below) under present law of an investment in the ADSs or ordinary shares. This summary applies only to investors that acquire their ADSs or ordinary shares in the offering, that hold the ADSs or ordinary shares as capital assets and that have the U.S. dollar as their functional currency. This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended, or the Code, as in effect on the date of this Prospectus and on U.S. Treasury regulations in effect, as of the date of this Prospectus, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

      The following discussion does not deal with the tax consequences to any particular investor or to persons in special tax situations such as:

•  banks;

•  certain financial institutions;

•  regulated investment companies;

•  real estate investment trusts;

•  insurance companies;

•  dealers in securities or currencies;

•  U.S. expatriates;

•  traders in securities that elect to mark to market;

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•  tax-exempt entities;

•  persons liable for alternative minimum tax;

•  persons holding an ADS or ordinary share as part of a hedging, conversion or integrated transaction, a constructive sale or a straddle;

•  persons that actually or constructively own 10.0% or more of our voting stock; or

•  partnerships or other pass-through entities for U.S. federal income tax purposes; or

•  persons whose “functional currency” is not the U.S. dollar.

      THIS SUMMARY DOES NOT CONTAIN A DETAILED DESCRIPTION OF ALL THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO YOU IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES AND DOES NOT ADDRESS THE EFFECTS OF ANY STATE, LOCAL OR NON-U.S. TAX LAWS. PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS ABOUT THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF ADSs OR ORDINARY SHARES.

      The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply if you are a beneficial owner of ADSs or ordinary shares and you are, for U.S. federal income tax purposes,

•  an individual citizen or resident of the United States;

•  a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or 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 U.S. 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) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

      If you are a partner in a partnership or other entity taxable as a partnership that holds ADSs or ordinary shares, your tax treatment generally will depend on your status and the activities of the partnership. If you are a partner of a partnership holding ADSs or ordinary shares, you should consult your tax advisors.

      The discussion below assumes that the representations made by the depositary to us in the deposit agreement are true and that the obligations in the deposit agreement and any related agreement will be complied with in accordance with their terms. If you hold ADSs, you generally will be treated as the holder of the underlying ordinary shares represented by those ADSs for U.S. federal income tax purposes. Exchanges of ordinary shares for ADSs and ADSs for ordinary shares generally will not be subject to United States federal income tax.

      The U.S. Treasury has expressed concerns that parties through whom ADSs are pre-released may be taking actions (such as a disposition of underlying securities) that are inconsistent with the claiming of foreign tax credits by U.S. Holders of ADSs. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described in “— Taxation of Dividends and Other Distributions on the ADSs or Ordinary Shares” below, applicable to dividends received by certain non-corporate holders. Accordingly, the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described in“— Taxation of Dividends and Other Distributions on the ADSs or Ordinary Shares” below, could be affected by actions taken by parties through whom the ADSs are released.

Taxation of Dividends and Other Distributions on the ADSs or Ordinary Shares

      Subject to the passive foreign investment company rules discussed below, the gross amount of all our distributions to you with respect to the ADSs or ordinary shares generally will be taxable as dividends and

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will be included in your gross income as foreign source dividend income on the date of actual or constructive receipt by the depositary, in the case of ADSs, or by you, in the case of ordinary shares, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends will not be eligible for the dividends-received deduction allowed to corporations under the Code.

      With respect to non-corporate United States investors, certain dividends received in a taxable year beginning before January 1, 2011 from a qualified foreign corporation may be subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our ADSs will, upon listing on the NYSE, but not our ordinary shares, be readily tradable on an established securities market in the United States. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. Non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.

      To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under U.S. federal income tax principles, the distribution will be treated first as a tax-free return of your tax basis in your ADSs or ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain recognized on a sale or exchange. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend.

Taxation of Disposition of Shares

      For U.S. federal income tax purposes and subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of an ADS or ordinary share equal to the difference between the amount realized for the ADS or ordinary share and your tax basis in the ADS or ordinary share. Such gain or loss generally will be capital gain or loss. Capital gains of individuals that are recognized in taxable years beginning before January 1, 2011 are generally taxed at a maximum rate of 15% when the holder has a holding period greater than one year. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as U.S. source gain or loss.

Passive Foreign Investment Company

      We do not believe that we are, for U.S. federal income tax purposes, a passive foreign investment company, or a PFIC, and we expect to operate in such a manner so as not to become a PFIC, although there can be no assurance in this regard. Because PFIC status is a factual determination, our special U.S. counsel expresses no opinion with respect to our PFIC status and also expresses no opinion with respect to our expectations contained in this paragraph. If, however, we are or become a PFIC, you could be subject to additional U.S. federal income taxes on gain recognized with respect to the ADSs or ordinary shares and on certain distributions, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules. Non-corporate U.S. Holders will not be eligible for reduced rates of taxation on any dividends received from us, if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year. You are urged to consult your tax advisors concerning the U.S. federal income tax consequences of holding ADSs or ordinary shares if we are considered a PFIC in any taxable year.

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Information Reporting and Backup Withholding

      Dividend payments with respect to ADSs or ordinary shares and proceeds from the sale, exchange or redemption of ADSs or ordinary shares may be subject to information reporting to the Internal Revenue Service and possible U.S. backup withholding tax. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on Internal Revenue Service Form W-9. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

      Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the Internal Revenue Service and furnishing any required information.

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UNDERWRITING

      We, the selling shareholders and the underwriters named below have entered into an underwriting agreement with respect to the ADSs being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of ADSs indicated in the following table. Goldman Sachs (Asia) L.L.C. and UBS AG are the representatives of the underwriters. Goldman Sachs (Asia) L.L.C.’s address is 68th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong, and UBS AG’s address is 52/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.

Underwriters		Number of ADSs
Goldman Sachs (Asia) L.L.C.
UBS AG
Piper Jaffray & Co.
CIBC World Markets Corp.
	Total

      The underwriters are committed to take and pay for all of the ADSs being offered, if any are taken, other than the ADSs covered by the option described below unless and until this option is exercised.

      If the underwriters sell more ADSs than the total number set forth in the table above, the underwriters have an option to purchase up to an additional                      ADSs from us and the selling shareholders. They may exercise that option for 30 days after the date of this prospectus. If any ADSs are purchased pursuant to this option, the underwriters will severally purchase ADSs in approximately the same proportion as set forth in the table above.

      The following table shows the per ADS and total underwriting discount to be paid to the underwriters by us and the selling shareholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase a total of                      additional ADSs.

Paid by Us

	No exercise	Full exercise
Per ADS	US$	US$
Total	US$	US$

Paid by the Selling Shareholders

	No exercise	Full exercise
Per ADS	US$	US$
Total	US$	US$

      Total underwriting discount to be paid to the underwriters represent           % of the total amount of the offering.

      ADSs sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any ADSs sold by the underwriters to securities dealers may be sold at a discount of up to US$                     per ADS from the initial public offering price. Any such securities dealers may resell any ADSs purchased from the underwriters to certain other brokers or dealers at a discount of up to US$                     per ADS from the initial public offering price. If all the ADSs are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms.

      We and the selling shareholders have agreed to pay all fees and expenses in connection with this offering, including up to US$                    of the fees and expenses incurred by the representatives of the underwriters. All fees and expenses will be borne in proportion to the numbers of ADSs sold in the offering by us and the selling shareholders, respectively, unless otherwise agreed upon between us and any of the selling shareholders.

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      Some of the underwriters are expected to make offers and sales both inside and outside the United States through their respective selling agents. Any offers and sales in the United States will be conducted by broker-dealers registered with the SEC. Goldman Sachs (Asia) L.L.C. is expected to make offers and sales in the United States through its selling agent, Goldman, Sachs & Co. UBS AG is expected to make offers and sales in the United States through its SEC-registered broker-dealer affiliate selling agent, UBS Securities, LLC.

      The underwriters have entered into an agreement in which they agree to restrictions on where and to whom they and any dealer purchasing from them may offer ADSs, as a part of the distribution of the ADSs. The underwriters also have agreed that they may sell ADSs among themselves.

      We have agreed with the underwriters that we will not, without the prior consent of the representatives, for a period of 180 days following the date of this prospectus, offer, sell, contract to sell, pledge, grant any option to purchase, purchase any option or contract to sell, right or warrant to purchase, make any short sale, file a registration statement with respect to any of the ADSs or our ordinary shares or any securities that are convertible into or exercisable or exchangeable for the ADSs or our ordinary shares, or otherwise transfer or dispose of (including entering into any swap or other agreement that transfers to any other entity, in whole or in part, any of the economic consequences of ownership interest): (1) our ordinary shares and depositary shares representing our ordinary shares; (2) shares of our subsidiaries or controlled affiliates and depositary shares representing those shares; and (3) securities that are substantially similar to such shares or depositary shares. We have also agreed to cause our subsidiaries and controlled affiliates to abide by the restrictions of the lock-up agreement. In addition, each of our directors and executive officers and substantially all of our shareholders, including each of the selling shareholders have agreed to enter into a similar 180-day lock-up agreement with respect to our ordinary shares, depositary shares representing our ordinary shares and securities that are substantially similar to our ordinary shares or depositary shares representing our ordinary shares, subject to customary exceptions for transfers among affiliates. The restrictions of our lock-up agreement do not apply to: (1) the issuance of securities pursuant to our employee share incentive plan outstanding on the date of this prospectus of which the underwriters have been advised in writing and is described in this prospectus, and (2) a transfer by us to our affiliate, provided that such transfer is not a disposition for value and that such affiliate agrees to be bound in writing by the restrictions set forth in the lock-up agreement to which we are subject.

      The 180-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period, we release our earnings results or announce material news or a material event; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the date of the release of the earnings results or the announcement of the material news or material event, as applicable.

      At our request, the underwriters have reserved up to 5% of the ADSs being offered, at the initial public offering price, through a directed share program to persons that we believe have contributed to our growth, including members of our management, friends and family members of our management, our employees, directors, affiliates and strategic partners, and employees of our affiliates and strategic partners. There can be no assurance that any of the reserved shares will be so purchased. The number of shares available for sale to the general public in this offering will be reduced to the extent that the reserved shares are purchased in the directed share program. Any reserved shares not purchased through the directed share program will be offered to the general public on the same basis as the other shares offered hereby.

      Prior to the offering, there has been no public market for our ADSs or ordinary shares. The initial public offering price of the ADSs will be determined by agreement between us and the representatives. Among the factors to be considered in determining the initial public offering price of the ADSs, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

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      An application has been made to have the ADSs offered in this offering quoted on the New York Stock Exchange under the symbol “YGE.”

      In connection with the offering, the underwriters may purchase and sell ADSs in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Shorts sales involve the sale by the underwriters of a greater number of ADSs than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional ADSs from us and the selling shareholders. The underwriters may close out any covered short position by either exercising their option to purchase additional ADSs or purchasing ADSs in the open market. In determining the source of ADSs to close out the covered short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase additional ADSs pursuant to the option granted them. “Naked” short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for, or purchases of, ADSs made by the underwriters in the open market prior to the completion of the offering.

      The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased ADSs sold by, or for the account of, such underwriter in stabilizing or short covering transactions.

      Purchases to cover a short position and stabilizing transactions may have the effect of preventing or retarding a decline in the market price of the ADS, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the ADSs. As a result, the price of the ADS may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they are required to be conducted in accordance with applicable laws and regulations, and they may be discontinued at any time. These transactions may be effected on the New York Stock Exchange, in the over-the-counter market or otherwise.

      No offer of ADSs has been made or will be made to the public in the United Kingdom within the meaning of Section 102B of the Financial Services and Markets Act 2000, as amended, or FSMA, except to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by us of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority, or FSA. An invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) has only been communicated or caused to be communicated and will only be communicated or caused to be communicated to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which Section 21 of FSMA does not apply to us. All applicable provisions of FSMA have been complied with and will be complied with in respect of anything done in relation to the ADSs in, from or otherwise involving the United Kingdom.

      In relation to each member state of the European Economic Area which has implemented the Prospectus Directive, which we refer to as a Relevant Member State, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, which we refer to as the Relevant Implementation Date, no offer of ADSs has been made and or will be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the ADSs which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of ADSs may be made to the public in that Relevant Member State at any time: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated,

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whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than €43,000,000 and (iii) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of ADSs to the public” in relation to any ADSs in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ADSs to be offered so as to enable an investor to decide to purchase or subscribe the ADSs, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/ EC and includes any relevant implementing measure in each Relevant Member State.

      The ADSs may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

      This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the ADSs are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the ADSs under Section 275 except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (ii) where no consideration is given for the transfer or (iii) by operation of law.

      The ADSs have not been and will not be registered under the Securities and Exchange Law of Japan, or the Securities and Exchange Law, and ADSs will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to any exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

      This prospectus has not been and will not be circulated or distributed in the PRC, and ADSs may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, to any resident of the PRC except pursuant to applicable laws and regulations of the PRC. For the purpose of

186

this paragraph only, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

      This prospectus does not constitute an invitation or offer to the public in the Cayman Islands of the ADSs, whether by way of sale or subscription. The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, any ADSs in the Cayman Islands.

      No action may be taken in any jurisdiction other than the United States that would permit a public offering of the ADSs or the possession, circulation or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither the prospectus nor any other offering material or advertisements in connection with the ADSs may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction.

      A prospectus in electronic format will be made available on the websites maintained by one or more of the underwriters or one or more securities dealers. One or more of the underwriters may distribute prospectus electronically. Certain underwriters may agree to allocate a number of ADSs for sale to their online brokerage account holders. ADSs to be sold pursuant to an Internet distribution will be allocated on the same basis as other allocations. In addition, ADSs may be sold by the underwriters to securities dealers who resell ADSs to online brokerage account holders.

      The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of ADSs offered.

      We and the selling shareholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

      This prospectus may be used by the underwriters and other dealers in connection with offers and sales of the ADSs, including the ADSs initially sold by the underwriters in the offering being made outside of the United States, to persons located in the United States.

      Some of the underwriters and their affiliates have provided investment banking and other services to us, and may in the future provide investment banking and other services to us for which they will receive customary fees and commissions. In particular, Goldman Sachs (Asia) L.L.C., the sole global coordinator and one of the joint bookrunners for this offering, provided assistances and services to us in connection with the private placements of the Series A preferred Shares, the Series B preferred shares, related warrants, the mandatory convertible bonds and the mandatory redeemable bonds. In addition, UBS AG, the other joint bookrunner for this offering, provided assistances and services to us in connection with the private placement of the Series A preferred shares. We did not provide these underwriters with any additional or separate compensation for such assistances or services and these underwriters will receive as their compensation only the underwriting discount to be paid to them in connection with this offering.

187

EXPENSES RELATED TO THIS OFFERING

      Set forth below is an itemization of the total expenses, excluding underwriting discount, which are expected to be incurred in connection with the offer and sale of the ADSs by us and the selling shareholders. With the exception of the SEC registration fee and the National Association of Securities Dealers, Inc. filing fee, all amounts are estimates.

SEC registration fee		US$
New York Stock Exchange listing fee
National Association of Securities Dealers, Inc. filing fee
Printing and engraving expenses
Legal fees and expenses
Accounting fees and expenses
Miscellaneous
	Total	US$

      Expenses for the offering will be borne by us, except for                      which will be borne by the selling shareholders.

LEGAL MATTERS

      The validity of the ADSs and certain other legal matters as to the United States federal law and New York State law in connection with this offering will be passed upon for us by Simpson Thacher & Bartlett LLP. Certain legal matters as to the United States federal law and New York State law in connection with this offering will be passed upon for the underwriters by Sullivan & Cromwell LLP. The validity of the ordinary shares represented by the ADSs offered in this offering and certain other legal matters as to Cayman Islands law will be passed upon for us by Conyers Dill & Pearman. Legal matters as to PRC law will be passed upon for us by Fangda Partners and for the underwriters by Commerce & Finance Law Office. Simpson Thacher & Bartlett LLP may rely upon Conyers Dill & Pearman with respect to matters governed by Cayman Islands law and Fangda Partners with respect to matters governed by PRC law. Sullivan & Cromwell LLP may rely upon Commerce & Finance Law Office with respect to matters governed by PRC law.

EXPERTS

      The consolidated financial statements of Yingli Green Energy Holding Company Limited as of December 31, 2006, and the related consolidated statements of income, shareholder’s equity and comprehensive income and cash flows for the period from August 7, 2006 through December 31, 2006, and the consolidated financial statements of Baoding Tianwei Yingli New Energy Resources Co., Ltd. as of December 31, 2004 and 2005 and September 4, 2006, and the related consolidated statements of income, owners’ equity and cash flows for each of the years in the two-year period ended December 31, 2005 and for the period from January 1, 2006 through September 4, 2006, have been included in this registration statement in reliance upon the report of KPMG, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

      The office of KPMG is located at, 8th Floor, Prince’s Building, 10 Chater Road, Central, Hong Kong Special Administrative Region, People’s Republic of China.

188

WHERE YOU CAN FIND ADDITIONAL INFORMATION

      We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities Act with respect to underlying ordinary shares represented by the ADSs, to be sold in this offering. A related registration statement on F-6 will be filed with the SEC to register the ADSs. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement and its exhibits and schedules for further information with respect to us and our ADSs.

      Immediately upon completion of this offering, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC is available through the SEC’s Electronic Data Gathering, Analysis and Retrieval system, which may be accessed through the SEC’s website at www.sec.gov. Information filed with the SEC may also be inspected and copied at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee from the SEC. Please visit the SEC’s website at www.sec.gov for further information on the SEC’s public reference room.

      As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.

189

Table of Contents

	Page
Yingli Green Energy Holding Company Limited and Subsidiary
Baoding Tianwei Yingli New Energy Resources Co., Ltd and Subsidiary
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2004 and 2005, September 4, 2006 and December 31, 2006		F-3
Consolidated Statements of Income for the years ended December 31, 2004 and 2005, the period from January 1, 2006 through September 4, 2006 and the period from August 7, 2006 (date of inception) through December 31, 2006		F-6
Consolidated Statements of Owners’ Equity for the years ended December 31, 2004 and 2005 and the period from January 1, 2006 through September 4, 2006		F-8
Consolidated Statement of Shareholder’s Equity and Comprehensive Income for the period from August 7, 2006 (date of inception) through December 31, 2006		F-9
Consolidated Statements of Cash Flows for the years ended December 31, 2004 and 2005, the period from January 1, 2006 through September 4, 2006 and the period from August 7, 2006 (date of inception) through December 31, 2006		F-10
Notes to Consolidated Financial Statements		F-14

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholder

Yingli Green Energy Holding Company Limited and Subsidiary:

      We have audited the accompanying consolidated balance sheet of Yingli Green Energy Holding Company Limited and its subsidiary as of December 31, 2006 and the related consolidated statements of income, shareholder’s equity and comprehensive income, and cash flows for the period from August 7, 2006 (date of inception) through December 31, 2006. We have also audited the consolidated balance sheets of Baoding Tianwei Yingli New Energy Resources Co., Ltd. and its subsidiary (the “Predecessor”) as of December 31, 2004, December 31, 2005 and September 4, 2006 and the related consolidated statements of income, owners’ equity, and cash flows for the years ended December 31, 2004 and 2005, and for the period from January 1, 2006 through September 4, 2006. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Yingli Green Energy Holding Company Limited and its subsidiary as of December 31, 2006, and the results of their operations and their cash flows for the period from August 7, 2006 (date of inception) through December 31, 2006, in conformity with U.S generally accepted accounting principles. Also, in our opinion, the consolidated financial statements of the Predecessor referred to above present fairly, in all material respects, the financial position of the Predecessor as of December 31, 2004, December 31, 2005 and September 4, 2006, and the results of their operations and their cash flows for the years ended December 31, 2004 and 2005, and for the period from January 1, 2006 through September 4, 2006, in conformity with U.S generally accepted accounting principles.

/s/ KPMG

Hong Kong, China

March 30, 2007, except as to the Note 25(e),
which is as of April 26, 2007

F-2

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY (“Predecessor”)

Consolidated Balance Sheets

			Predecessor
			December 31,		December 31,		September 4,		December 31,
	Note		2004		2005		2006		2006
			RMB		RMB		RMB		RMB
ASSETS
Current assets
Cash				21,739,108		14,864,672		86,970,169		78,454,551
Restricted cash		(2)		726,733		14,870,469		8,862,462		321,780,307
Accounts receivable, net		(2)(3)		6,120,258		40,505,351		54,117,585		281,920,557
Inventories		(2)(4)		17,498,939		106,566,171		659,668,151		811,745,634
Prepayments to suppliers		(2)		12,616,525		123,451,683		349,735,412		134,823,298
Prepaid expenses and other current assets		(5)		1,984,971		5,119,476		30,396,933		80,413,387
Deferred income taxes		(15)		452,709		4,024,586		5,411,959		3,589,705
Due from related parties		(20)		1,297,803		25,969,927		77,183,920		13,157,752
Total current assets				62,437,046		335,372,335		1,272,346,591		1,725,885,191
Prepayments to supplier		(2)		—		—		—		226,273,660
Due from related parties, excluding current portion		(20)		8,446,964		—		—		—
Property, plant and equipment, net		(6)		120,979,568		341,814,231		409,309,747		583,498,389
Land use rights		(7)		8,022,225		14,778,469		90,215,626		53,861,983
Intangible assets, net		(23)		375,000		285,000		—		206,937,654
Goodwill		(23)		—		—		—		3,984,994
Investment in and advances to an affiliate		(9)		3,815,072		12,525,203		15,662,737		13,019,022
Total assets				204,075,875		704,775,238		1,787,534,701		2,813,460,893

See accompanying notes to these consolidated financial statements

F-3

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Consolidated Balance Sheets — (Continued)

			Predecessor
			December 31,		December 31,		September 4,		December 31,
	Note		2004		2005		2006		2006
			RMB		RMB		RMB		RMB
LIABILITIES, MINORITY INTEREST, REDEEMABLE CONVERTIBLE PREFERRED SHARES AND OWNERS’/SHAREHOLDER’S EQUITY
Current liabilities
Short-term borrowings		(10)		92,000,000		346,757,146		856,453,888		267,286,306
Borrowings from related parties		(20)		8,100,000		100,350,000		21,800,000		31,849,352
Convertible loan		(11)		—		—		85,635,000		—
Accounts payable				14,514,442		32,800,661		131,690,224		123,224,685
Other current liabilities and accrued expenses		(12)		12,205,920		29,824,340		141,110,340		85,777,068
Advances from customers		(3)		1,883,464		27,874,404		174,681,305		113,637,769
Dividends payable		(1)				—		10,956,000		10,956,000
Income taxes payable		(15)		3,865,860		19,064,411		41,918,769		33,518,114
Other amounts due to related parties		(20)		—		9,800,000		9,150,000		1,991,793
Total current liabilities				132,569,686		566,470,962		1,473,395,526		668,241,087
Deferred income taxes		(15)		266,179		1,146,125		1,300,224		15,996,845
Mandatory convertible bonds payable to Yingli Power		(13)		—		—		—		362,530,181
Mandatory redeemable bonds payable to Yingli Power		(13)		—		—		—		293,109,511
Total liabilities				132,835,865		567,617,087		1,474,695,750		1,339,877,624
Minority interest				605,554		569,349		983,052		387,715,972
Series A redeemable convertible preferred shares — US$0.01 par value; 8,081,081 shares authorized, issued and outstanding as of December 31, 2006 (redemption value of US$23,133,600)		(17)		—		—		—		134,501,664

See accompanying notes to these consolidated financial statements

F-4

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY (“Predecessor”)

Consolidated Balance Sheets — (Continued)

			Predecessor
			December 31,			December 31,			September 4,		December 31,
	Note		2004			2005			2006		2006
			RMB			RMB			RMB		RMB
Series B redeemable convertible preferred shares — US$0.01 par value; 24,405,377 shares authorized, 23,474,663 issued and outstanding as of December 31, 2006 (redemption value of US$154,360,000)		(17)		—			—			—		882,835,869
Commitments and contingencies		(21)
Owners’ Equity — Predecessor
Registered capital				75,000,000			75,000,000			100,000,000
Capital surplus				—			—			7,466,400
Subscription receivable		(20)		(5,000,000	)		(5,000,000	)		—
Statutory reserves		(2)		1,655,719			14,376,864			14,376,864
Retained earnings (Accumulated deficit)				(1,021,263	)		52,211,938			190,012,635
Total owners’ equity				70,634,456			136,588,802			311,855,899
Total liabilities, minority interest and owners’ equity				204,075,875			704,775,238			1,787,534,701
Shareholder’s Equity
Ordinary shares — US$0.01 par value; 967,513,542 shares authorized and 59,800,000 shares issued and outstanding as of December 31, 2006		(18)										4,744,652
Additional paid-in capital												35,342,380
Accumulated other comprehensive income												5,394,953
Retained earnings		(2)										23,047,779
Total shareholder’s equity												68,529,764
Total liabilities, minority interest, redeemable convertible preferred shares and shareholder’s equity												2,813,460,893

See accompanying notes to these consolidated financial statements

F-5

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Consolidated Statements of Income

			Predecessor
									From			August 7, 2006
									January 1,			(date of
			Years Ended December 31						2006 to			inception) to
									September 4,			December 31,
	Note		2004			2005			2006			2006
			RMB			RMB			RMB			RMB
Net revenues
Sales of PV modules				108,784,493			334,013,005			856,498,709			674,085,932
Sales of PV systems				8,794,592			8,091,583			905,380			14,322,384
Other revenues				2,903,535			19,689,746			26,584,402			66,384,442
Total net revenues				120,482,620			361,794,334			883,988,491			754,792,758
Cost of revenues
Cost of PV modules sales				86,502,259			233,194,076			586,196,322			514,175,746
Cost of PV systems sales				6,632,816			6,292,459			1,012,375			9,926,652
Cost of other revenues				2,167,475			14,117,548			24,427,556			50,744,837
Total cost of revenues				95,302,550			253,604,083			611,636,253			574,847,235
Gross profit				25,180,070			108,190,251			272,352,238			179,945,523
Selling expenses				1,026,813			3,546,457			9,589,913			5,869,385
General and administrative expenses				7,458,727			19,178,256			24,465,607			22,317,341
Research and development expenses				2,950,559			1,790,719			3,665,220			19,470,861
Total operating expenses				11,436,099			24,515,432			37,720,740			47,657,587
Income from operations				13,743,971			83,674,819			234,631,498			132,287,936
Other income (expense):
Equity in loss of an affiliate		(8)		(184,928	)		(370,859	)		(609,601	)		(215,590	)
Interest expense		(6)		(6,410,576	)		(5,278,418	)		(22,441,164	)		(25,788,959	)
Interest income				86,520			275,139			518,291			588,012
Foreign currency exchange loss				(581	)		(1,811,610	)		(3,406,242	)		(4,692,779	)
Gain (loss) on debt extinguishment		(10)(11)		—			2,164,688			—			(3,908,381	)
Income before income taxes and minority interest				7,234,406			78,653,759			208,692,782			98,270,239
Income tax expense		(15)		(1,221,172	)		(12,735,618	)		(22,545,982	)		(22,968,086	)
Income before minority interest				6,013,234			65,918,141			186,146,800			75,302,153
Minority interest				75,695			36,205			76,297			(45,285,471	)
Net income				6,088,929			65,954,346			186,223,097			30,016,682

See accompanying notes to these consolidated financial statements

F-6

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

Consolidated Statement of Income — (Continued)

			August 7, 2006
			(date of
			inception) to
			December 31,
	Note		2006
			RMB
Accretion of Series A and Series B redeemable convertible preferred shares to redemption value		(17)		(6,968,903	)
Net income applicable to ordinary shareholder				23,047,779
Basic earnings per share applicable to ordinary shareholder		(19)		0.36
Diluted earnings per share applicable to ordinary shareholder		(19)		0.36
Pro forma basic earnings per share (unaudited)		(26)		0.40
Pro forma diluted earnings per share (unaudited)		(26)		0.40

See accompanying notes to these consolidated financial statements

F-7

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY (“Predecessor”)

Consolidated Statements of Owners’ Equity

For the Years ended December 31, 2004 and 2005 and

the period January 1, 2006 to September 4, 2006

			Predecessor
			Registered		Subscription			Capital		Statutory		Retained
	Note		Capital		Receivable			Surplus		Reserves		Earnings			Total
			RMB		RMB			RMB		RMB		RMB			RMB
Balance as of January 1, 2004				75,000,000		(5,000,000	)		—		379,930		(5,834,403	)		64,545,527
Net income				—		—			—		—		6,088,929			6,088,929
Appropriation to statutory reserves				—		—			—		1,275,789		(1,275,789	)		—
Balance as of December 31, 2004				75,000,000		(5,000,000	)				1,655,719		(1,021,263	)		70,634,456
Net income				—		—			—		—		65,954,346			65,954,346
Appropriation to statutory reserves				—		—			—		12,721,145		(12,721,145	)		—
Balance as of December 31, 2005				75,000,000		(5,000,000	)		—		14,376,864		52,211,938			136,588,802
Net income				—		—			—		—		186,223,097			186,223,097
Owner’s equity recapitalization		(1)		25,000,000		—			7,466,400		—		(43,422,400	)		(10,956,000	)
Dividend declared		(20)		—		5,000,000			—		—		(5,000,000	)		—
Balance as of September 4, 2006				100,000,000		—			7,466,400		14,376,864		190,012,635			311,855,899

See accompanying notes to these consolidated financial statements.

F-8

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

Consolidated Statement of Shareholder’s Equity and Comprehensive Income

For the period August 7, 2006 (date of inception) to December 31, 2006

			Ordinary Share							Accumulated
							Additional			Other								Total
			Numbers of				Paid-In			Comprehensive		Retained						Comprehensive
	Note		Shares		Amount		Capital			Income		Earnings			Total			Income
					RMB		RMB			RMB		RMB			RMB			RMB
Balance as of August 7, 2006				—		—		—			—		—			—
Issuance of ordinary shares to a shareholder		(18)		59,800,000		4,744,652		15,868			—		—			4,760,520
Shareholder’s contribution of Tianwei Yingli’s net assets		(1)		—		—		157,608,156			—		—			157,608,156
Cash paid to Yingli Group for transfer of Tianwei Yingli		(1)		—		—		(134,573,727	)		—		—			(134,573,727	)
Net income				—		—		—			—		30,016,682			30,016,682			30,016,682
Foreign currency exchange translation adjustment				—		—		—			5,394,953		—			5,394,953			5,394,953
																			35,411,635
Issuance of ordinary share warrants in connection with issuance of Series A redeemable convertible preferred shares		(17)		—		—		1,671,432			—		—			1,671,432
Issuance of ordinary share warrants in connection with issuance of Series B redeemable convertible preferred shares		(17)		—		—		6,650,603			—		—			6,650,603
Issuance of ordinary share warrant in connection with debt extinguishment		(11)		—		—		3,908,381			—		—			3,908,381
Accretion of Series A redeemable convertible preferred shares to redemption value		(17)		—		—		—			—		(3,750,249	)		(3,750,249	)
Accretion of Series B redeemable convertible preferred shares to redemption value		(17)		—		—		—			—		(3,218,654	)		(3,218,654	)
Share-based compensation expense		(16)		—		—		61,667			—		—			61,667
Balance as of December 31, 2006				59,800,000		4,744,652		35,342,380			5,394,953		23,047,779			68,529,764

See accompanying notes to these consolidated financial statements.

F-9

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY (“Predecessor”)

Consolidated Statements of Cash Flows

		Predecessor
											August 7, 2006
								January 1,			(date of
		Years Ended December 31						2006 to			inception) to
								September 4,			December 31,
		2004			2005			2006			2006
		RMB			RMB			RMB			RMB
Net income			6,088,929			65,954,346			186,223,097			30,016,682
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
	Depreciation		8,555,991			13,677,045			22,726,989			13,049,782
	Amortization of intangible assets		75,000			90,000			285,000			2,245,291
	Loss (gain) on disposal of property, plant and equipment		—			(100,713	)		82,322			919,608
	Bad debt expense		292,803			1,482,767			533,524			—
	Write-down of inventories to net realizable value		723,582			557,234			1,736,729			4,941,887
	Minority interest		(75,695	)		(36,205	)		(76,297	)		45,285,471
	Equity in loss of an affiliate		184,928			370,859			609,601			215,590
	Land use rights expense		176,316			228,147			548,343			65,419
	(Gain) loss on debt extinguishment		—			(2,164,688	)		—			3,908,381
	Amortization of bond discount		—			—			—			2,554,592
	Share-based compensation		—			—			—			61,667
	Deferred income tax expense (benefit)		(269,063	)		(2,462,933	)		(1,233,274	)		1,359,703

F-10

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY (“Predecessor”)

Consolidated Statements of Cash Flows — (Continued)

		Predecessor
											August 7, 2006
								January 1,			(date of
		Years Ended December 31						2006 to			inception) to
								September 4,			December 31,
		2004			2005			2006			2006
		RMB			RMB			RMB			RMB
Changes in operating assets and liabilities, excluding the effects of shareholder’s contribution of Tianwei Yingli’s net assets in 2006:
	Restricted cash related to purchase of inventory and other operating activities		3,208,976			(14,143,736	)		6,008,007			(7,242,594	)
	Accounts receivable		(629,788	)		(35,867,860	)		(14,145,758	)		(227,802,972	)
	Inventories		(2,678,863	)		(77,586,851	)		(484,159,450	)		(4,588,177	)
	Prepayments to suppliers		(11,333,367	)		(122,872,772	)		(296,962,988	)		(163,792,739	)
	Prepaid expenses and other current assets		(554,792	)		(3,107,030	)		(25,277,457	)		(44,882,575	)
	Amounts due from related parties		1,954,882			(15,824,856	)		(213,993	)		(954,979	)
	Accounts payable		4,378,313			12,711,008			92,335,922			(38,134,667	)
	Other current liabilities and accrued expenses		3,911,188			11,156,394			35,300,500			3,380,154
	Advances from customers		1,730,842			25,990,940			146,806,901			(61,043,536	)
	Income tax payable		1,490,190			13,743,491			22,854,358			(8,400,655	)
	Amounts due to other related parties		—			1,800,000			(650,000	)		841,793
Net cash provided by (used in) operating activities			17,230,372			(126,405,413	)		(306,667,924	)		(447,996,874	)

See accompanying notes to these consolidated financial statement

F-11

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY (“Predecessor”)

Consolidated Statements of Cash Flows — (Continued)

		Predecessor
											August 7, 2006
								January 1,			(date of
		Years Ended December 31						2006 to			inception) to
								September 4,			December 31,
		2004			2005			2006			2006
		RMB			RMB			RMB			RMB
Cash flows from investing activities
	Purchase of property, plant and equipment		(28,697,547	)		(226,452,362	)		(85,530,399	)		(169,297,965	)
	Purchase of intangible asset		(450,000	)		—			—			—
	Payment for land use right		—			—			—			(46,097,276	)
	Proceeds from disposal of property, plant and equipment		—			527,487			123,649			—
	Restricted cash related to issuance of Series B redeemable convertible preferred shares, mandatory redeemable bonds and mandatory convertible bonds		—			—			—			(305,675,251	)
	Acquisition of minority interest in Chengdu Yingli		(100,000	)		—			—			—
	Advances paid to an affiliate		—			(1,080,990	)		(2,091,571	)		(5,571,875	)
	Loans made to Yingli Group		—			(400,304	)		(51,000,000	)		(64,000,000	)
	Cash received for repayment of loans to Yingli Group		—			—			—			123,847,268
Net cash used in investing activities			(29,247,547	)		(227,406,169	)		(138,498,321	)		(466,795,099	)
Cash flows from financing activities
	Proceeds from bank borrowings		82,000,000			496,402,577			741,302,888			692,441,818
	Repayment of bank borrowings		(53,000,000	)		(309,430,940	)		(185,890,637	)		(1,271,609,400	)
	Proceeds from (repayment of) convertible loan		—			—			85,635,000			(85,635,000	)
	Proceeds from issuance of ordinary shares		—			—			—			4,760,520
	Cash paid to Yingli Group for transfer of Tianwei Yingli		—			—			—			(134,573,727	)
	Cash assumed from the transfer of Tianwei Yingli											86,970,169
	Contribution from minority interest shareholder of Yingli Guangfu		—			—			490,000			—
	Proceeds from issuance of Series A redeemable convertible preferred shares		—			—			—			134,187,052
	Proceeds from issuance of Series B redeemable convertible preferred shares		—			—			—			887,547,301
	Proceeds from over-subscription of Series B redeemable convertible preferred shares		—			—			—			23,672,074
	Proceeds from borrowings from related parties		—			100,250,000			20,900,000			20,322,449
	Repayment of borrowing from related parties		—			(8,000,000	)		(99,450,000	)		(10,273,097	)
	Proceeds from issuance of mandatory redeemable bonds and mandatory convertible bonds		—			—			—			653,140,570
	Proceeds from borrowings from third party non-financial services companies		—			67,715,509			5,000,000			—
	Repayment of borrowings from third party non-financial services companies		—			—			(50,715,509	)		(10,000,000	)
Net cash provided by financing activities			29,000,000			346,937,146			517,271,742			990,950,729
Effect of foreign currency exchange rate changes on cash			—			—			—			2,295,795
Net increase (decrease) in cash			16,982,825			(6,874,436	)		72,105,497			78,454,551
Cash at beginning of period			4,756,283			21,739,108			14,864,672			—
Cash at end of period			21,739,108			14,864,672			86,970,169			78,454,551

See accompanying notes to these consolidated financial statements.

F-12

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY (“Predecessor”)

Consolidated Statements of Cash Flows — (Continued)

      Supplemental disclosure of cash flow information:

	Predecessor
						January 1,		August 7, 2006
	Years Ended December 31					2006 to		(date of inception)
						September 4,		to December 31,
	2004			2005		2006		2006
	RMB			RMB		RMB		RMB
Interest paid		5,542,426			4,476,888		16,652,352		23,533,513
Income tax paid		45			—		924,898		30,009,037
Non-cash investing transactions:
Payable for purchase of additional investment in an affiliate		—			8,000,000		—		—
Advances to an affiliate by transferring of property, plant and equipment		—			—		1,655,564		—
Payables for purchase property, plant and equipment		(6,246,224	)		5,403,700		6,553,641		29,669,128
Payables for purchase of land use right (note 7)		—			—		75,985,500		(36,288,244	)
Payables for purchase of Baoding Rectifier’s assets (note 22)		—			8,387,637		—		—
Offset of advances to Tibetan Yingli with amount payable to Tibetan Yingli		—			—		—		8,000,000
Non-cash financing transaction:
Settlement of subscription receivable through profit appropriation (note 20)		—			—		5,000,000		—

See accompanying notes to these consolidated financial statements.

F-13

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

(1) Organization and Description of Business

     (a) Organization

      Yingli Green Energy Holding Company Limited (“Yingli Green Energy”) is incorporated in the Cayman Islands and was established on August 7, 2006, as part of a series of corporate reorganization activities (the “Reorganization”) in anticipation of the initial public offering (“IPO”) of the Company (as defined below). In connection with the incorporation of Yingli Green Energy, Yingli Power Holding Company Limited (“Yingli Power”) subscribed for 50,000,000 of the Company’s ordinary shares at par value of US$0.01 per share and became the sole shareholder and parent company of Yingli Green Energy. Yingli Power’s sole shareholder is Mr. Liansheng Miao, the Company’s chairperson and chief executive officer. For the period from August 7, 2006 through September 4, 2006, the Company did not engage in any business or operations. On September 5, 2006, Baoding Yingli Group Co. Ltd. (“Yingli Group”) transferred its 51% equity interest in Baoding Tianwei Yingli New Energy Resources Co., Ltd. (“Tianwei Yingli”) to Yingli Green Energy in exchange for RMB134.6 million (US$17.0 million). At the time of the Transfer, Yingli Group and Yingli Green Energy were each under the common control of Mr. Liansheng Miao, who held 100% beneficial interest in both Yingli Group and Yingli Green Energy. Therefore, the assets and liabilities of Tianwei Yingli were recorded by Yingli Green Energy based on Yingli Group’s adjusted basis of its 51% equity interest in Tianwei Yingli as of September 5, 2006 and the minority interest’s basis of the remaining 49% equity interest determined using the historical financial statement carrying amounts of the underlying assets and liabilities of Tianwei Yingli. The recorded amount of net assets of Tianwei Yingli, net of the cash consideration paid by Yingli Green Energy, of RMB 23,034,429 has been reflected as a shareholder’s contribution on September 5, 2006.

      Prior to August 9, 2006, Yingli Group held a 49% equity interest in Tianwei Yingli and Baoding Tianwei Baobian Electric Co., Ltd. (“Tianwei Baobian”), an unrelated entity, held the remaining 51% equity interest. On August 9, 2006, Tianwei Yingli declared dividends of RMB 21,716,400 and RMB 21,706,000, to Yingli Group and Tianwei Baobian, respectively. Yingli Group reinvested the entire dividend received in the form of a paid in capital contribution of RMB 14,250,000 and a capital surplus contribution of RMB 7,466,400. Tianwei Baobian reinvested RMB 10,750,000 of its dividend in the form of a paid in capital contribution. As a result of such dividend reinvestments, Tianwei Yingli’s registered capital increased from RMB 75,000,000 to RMB 100,000,000 and Yingli Group increased its equity interest in Tianwei Yingli, from 49% to a controlling 51%. Under the People’s Republic of China (“PRC”) laws and regulations, each equity holder’s equity ownership interest is measured based on the percentage of registered capital each investor has contributed.

      On November 20, 2006, Yingli Green Energy completed an additional equity contribution of RMB 130,940,000 into Tianwei Yingli and as a result increased its equity ownership in Tianwei Yingli to 53.98% from 51%. On December 18, 2006, Yingli Green Energy completed an additional contribution of RMB 484,840,000 into Tianwei Yingli and as a result further increased its equity ownership in Tianwei Yingli to 62.13% from 53.98% (See note 23).

     (b) Description of Business

      Tianwei Yingli and its subsidiary Chengdu Yingli New Energy Resources Co., Ltd. (“Chengdu Yingli”) are principally engaged in the design, development, marketing, manufacturing and installation and sale of photovoltaic (“PV”) products in the PRC and overseas markets.

F-14

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

(2) Summary of Significant Accounting Policies and Significant Concentrations and Risks

     (a)  Basis of Presentation

      For financial reporting purposes, Tianwei Yingli is considered to be the predecessor (the “Predecessor”) of Yingli Green Energy. Therefore, the consolidated financial statements of Tianwei Yingli have been presented for the years ended December 31, 2004, 2005 and the period January 1, 2006 to September 4, 2006, which is the date just prior to the transfer of the controlling equity interest in Tianwei Yingli from Yingli Group to Yingli Green Energy. The consolidated financial statements of Yingli Green Energy are presented as of December 31, 2006 and for the period August 7, 2006 (date of inception) to December 31, 2006.

      The accompanying consolidated financial statements of the Company and Tianwei Yingli have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

      Hereinafter, the term “Company” refers to Yingli Green Energy and its predecessor, Tianwei Yingli, for both the periods prior to and succeeding the Reorganization.

      The nature of the Company’s operations required the Company to make significant prepayments to suppliers and purchases of inventory during 2005 and 2006. As a result there was a significant net use of cash from operating activities in 2005 and 2006. Prior to September 4, 2006, the Company has relied principally on non-operational sources of cash, primarily loans and advances from or guaranteed by related parties, and since September 5, 2006 from the issuance of equity and debt securities to fund its operational needs. The Company’s ability to continue as going concern for a reasonable period of time largely depends on the ability of management to successfully execute the Company’s business plan (including increasing sales while decreasing operating costs and expenses) and, if required, the ability to obtain additional funds, either from related parties or from the issuance of additional equity or debt securities. Management believes the execution of its business plan will enable it to fund its operational cash flow needs and to meet its commitments and current liabilities as and when they fall due for a reasonable period of time. Therefore, the accompanying consolidated financial statements have been prepared on the basis the Company will be able to continue as a going concern in the next twelve months.

     (b)  Principles of Consolidation

      The consolidated financial statements of Yingli Green Energy include both Yingli Green Energy and Tianwei Yingli and its majority-owned subsidiaries. The consolidated financial statements of the Predecessor include Tianwei Yingli and its majority-owned subsidiary. For a consolidated subsidiary where the Company’s ownership is less than 100%, the equity interest not held by the Company is shown as minority interest. All significant inter-company balances and transactions have been eliminated upon consolidation.

     (c)  Significant Concentrations and Risks

Revenue concentrations

      The Company’s business depends substantially on government incentives given to its customers. In many countries in which the Company sells its products, the market of the Company’s goods would not be commercially viable on a sustainable basis without government incentives. This is largely in part caused by the cost of generating electricity from solar power currently exceeding and that is expected to continue to

F-15

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

exceed the costs of generating electricity from conventional energy sources. The Company generated approximately 96%, 97% and 91% of its total net revenues in 2004, 2005 and 2006, respectively, from revenues to customers in countries with known government incentive programs for the use of solar products. A significant reduction in the scope or discontinuation of government incentive programs would have a materially adverse effect on the demand of the Company’s products.

      A significant portion of the Company’s revenues are made to customers in Germany, Spain and the PRC. Sales to customers in Germany, Spain and the PRC are as follows:

		Predecessor															August 7,
																	2006
				%					%			January 1,		%			(date of		%
		Year Ended		of			Year Ended		of			2006 to		of			inception) to		of
		December 31,		Net			December 31,		Net			September 4,		Net			December 31,		Net
		2004		Sales			2005		Sales			2006		Sales			2006		Sales
		RMB					RMB					RMB					RMB
Germany			80,462,529		67	%		238,983,858		66	%		602,785,544		68	%		406,889,138		54	%
Spain			—		—			28,500,778		8	%		78,595,263		9	%		157,473,909		20	%
PRC			28,791,109		24	%		57,292,144		16	%		30,940,554		4	%		50,027,539		7	%
	Total		109,253,638		91	%		324,776,780		90	%		712,321,361		81	%		614,390,586		81	%

      As a result of the Company deriving significant revenue from sales outside of the PRC, the Company’s financial performance could be affected by events such as changes in foreign currency exchange rates, trade protection measures and changes in regional or worldwide economic or political conditions.

      The Company currently expects that its operating results will, for the foreseeable future, continue to depend on the sale of its PV modules to a relatively small number of customers. The Company’s relationships with such key customers have been developed over a short period of time and are generally in their preliminary stages. In addition, the Company’s business is affected by competition in the market for the products that many of the Company’s major customers sell, and any decline in their businesses could reduce purchase orders from these customers. The loss of sales to any of these customers could have a material adverse effect on the Company’s business and results of operations. Furthermore, these customers have sought, from time to time, to prospectively renegotiate the pricing terms of their current agreements with the Company or obtain more favorable terms upon renewal of the contracts. Any adverse revisions to the material terms of the Company’s agreements with its key customers could have a material adverse effect on its business and results of operations.

F-16

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

      Sales to the major customers, which individually exceeded 10% of the Company’s net revenue, are as follows:

			Predecessor															August 7,
																		2006
					%					%			January 1,		%			(date of		%
			Year Ended		of			Year Ended		of			2006 to		of			inception) to		of
			December 31,		Net			December 31,		Net			September 4,		Net			December 31,		Net
	Location		2004		Sales			2005		Sales			2006		Sales			2006		Sales
			RMB					RMB					RMB					RMB
Customer A		Germany		22,237,249		18	%		42,995,053		12	%		49,760,844		6	%		4,568,154		1	%
Customer B		Germany		—		—			50,185,979		14	%		78,070,856		9	%		218,830,766		29	%
Customer C		Germany		20,030,279		17	%		33,214,730		9	%		60,539,442		7	%		95,745,228		13	%
Customer D		Germany		—		—			46,953,165		13	%		13,437,430		2	%		—		—
Customer E		Spain		—		—			7,001,214		2	%		55,804,873		6	%		128,680,752		17	%
Total				42,267,528		35	%		180,350,141		50	%		257,613,445		30	%		447,824,900		60	%

      Accounts receivable for the above customers are as follows:

		Predecessor
		December 31,		December 31,		September 4,		December 31,
	Location	2004		2005		2006		2006
		RMB		RMB		RMB		RMB
Customer A	Germany		—		296,264		698,978		694,834
Customer B	Germany		—		9,204,966		—		104,778,937
Customer C	Germany		—		400,115		—		71,659,580
Customer D	Germany		—		1,336,432		104,866		97,344
Customer E	Spain		—		1,348,784		—		—
Total			—		12,586,561		803,844		177,230,695

      Advance payment from these customers amounted to nil, nil, RMB 48,097,977 and RMB 66,510,057 as of December 31, 2004, December 31, 2005, September 4, 2006 and December 31, 2006, respectively, which are reported as “advances from customers” in the Company’s consolidated balance sheets.

Dependence on suppliers

      Polysilicon is the most important raw material used in the production of the Company’s PV products. To maintain competitive manufacturing operations, the Company depends on timely delivery by its suppliers of polysilicon in sufficient quantities. The global supply of polysilicon is controlled by a limited number of producers, and there is currently an industry-wide shortage of polysilicon. The Company’s failure to obtain sufficient quantities of polysilicon in a timely manner could disrupt its operations, prevent it from operating at full capacity or limit its ability to expand as planned, which will reduce the growth of its manufacturing output and revenue.

      In order to secure stable supply of polysilicon and other raw materials, the Company makes prepayments to certain suppliers. Such amounts are recorded as prepayments to suppliers and long-term prepayments to suppliers in the consolidated balance sheets and amounted to RMB 12,616,525, RMB 123,451,683, RMB 349,735,412 and RMB 361,096,958 as of December 31, 2004, December 31, 2005, September 4, 2006 and December 31, 2006, respectively. The Company makes the prepayments without receiving collateral for

F-17

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

such payments. As a result, the Company’s claims for such prepayments would rank only as an unsecured claim, which exposes the Company to the credit risks of the suppliers. As of December 31, 2004, December 31, 2005, September 4, 2006 and December 31, 2006, advances made to individual suppliers in excess of 10% of total prepayments to suppliers are as follows:

		Predecessor
	Location	December 31, 2004		December 31, 2005		September 4, 2006		December 31, 2006
		RMB		RMB		RMB		RMB
Supplier A	USA		2,536,495		47,802,302		50,404,222		11,330,841
Supplier B	Korea		—		38,365,549		194,549		188,229
Supplier C	Korea		—		16,085,220		271,798		262,583
Supplier D	USA		—		13,065,499		32,111,753		16,817,547
Supplier E	Korea		—		—		24,749,334		24,050,888
Supplier F	Netherlands		—		—		125,742,680		—
Supplier G	Germany		—		—		—		226,273,660

      The Company obtains some of the equipment used in its manufacturing process from a small number of selected equipment suppliers. In addition, some equipment has been customized based on the Company’s specifications, is not readily available from multiple vendors and would be difficult to repair or replace. If any of these suppliers were to experience financial difficulties or go out of business, the Company may have difficulties in repairing or replacing its equipment in the event of any damage to or a breakdown of the Company’s ingot casting or manufacturing equipment. The Company’s ability to deliver products timely would suffer, which in turn could result in order cancellations and loss of revenue. In addition, the equipment needed for the Company’s expansion is in high demand. A supplier’s failure to deliver the equipment in a timely manner with adequate quality and on terms acceptable to the Company could delay its capacity expansion of manufacturing facilities and otherwise disrupt its production schedule or increase its costs of production. The Company also made deposits of RMB 18,330,629, RMB 58,563,038, RMB 6,940,971 and RMB 126,823,905 as of December 31, 2004, December 31, 2005, September 4, 2006 and December 31, 2006, respectively, for the purchase of equipment without receiving collateral for such payments. As a result, the Company’s claims for such payments would rank only as an unsecured claim, which exposes the Company to the credit risks of the equipment suppliers.

(d) Use of Estimates

      The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities as well as with respect to the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the allocation of the purchase price for the Company’s acquisitions of minority interest in Tianwei Yingli, the estimated useful lives of property, plant and equipment and intangibles with definite lives, recoverability of the carrying values of property, plant and equipment, goodwill and intangible assets, the fair value of share-based payments, allowances for doubtful receivables, realizable value of inventories, realizability of deferred income tax assets, the fair value of financial and equity instruments and warranty obligations. Actual results could differ from estimates.

F-18

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

(e) Foreign Currency

      The Company’s reporting currency is the Renminbi (“RMB”). The functional currency of the Company’s subsidiaries in the PRC is the RMB as the PRC is the primary economic environment in which these entities operate.

      The functional currency of Yingli Green Energy is the US dollar (“USD”), since USD is the currency in which Yingli Green Energy primarily generates and expends cash. Assets, liabilities and Series A and B redeemable convertible preferred shares of Yingli Green Energy are translated into RMB, in accordance with Statement of Financial Accounting Standards (“SFAS”) No 52, “Foreign Currency Translation”, using the exchange rate on the balance sheet date. Revenues, if any, and expenses are translated into the RMB at average rates prevailing during the year. The gains and losses resulting from translation of USD financial statements of Yingli Green Energy to the Company’s reporting currency of the RMB are recorded as a separate component of accumulated other comprehensive income within shareholder’s equity.

(f) Cash and Restricted Cash

      Cash consists of cash on hand, cash in bank accounts, and interest bearing savings accounts. As of December 31, 2004, December 31, 2005, September 4, 2006 and December 31, 2006 all of the Company’s cash is held in major financial institutions located in the PRC and Hong Kong, which management believes are of high quality.

      Restricted cash of RMB 726,733, RMB 14,870,469, RMB 8,862,462 and RMB 16,105,056 as of December 31, 2004, December 31, 2005, September 4, 2006 and December 31, 2006, respectively, represents bank deposits for securing letters of credit and letters of guarantee granted to the Company, primarily for the purchase of inventory. Such letters of credit and letters of guarantee expire within 1 to 3 months. The remaining restricted cash of RMB 305,675,251 as of December 31, 2006 represents the portion of cash proceeds from the issuance of mandatory redeemable and convertible bonds and Series B redeemable convertible preferred shares that are held in interest bearing bank deposit accounts. Based on the terms of the respective financing arrangements, such amount can only be used for additional capital contributions in Tianwei Yingli (which the Company is in the process of obtaining relevant PRC regulatory approval) and interest payments on the Company’s mandatory redeemable and convertible bonds payable to Yingli Power.

(g) Accounts Receivable

      Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The allowance for doubtful accounts is based on a review of specifically identified accounts and aging data. Judgments are made with respect to the collectibility of accounts receivable balances based on historical collection experience, customer specific facts and current economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

(h) Inventories

      Inventories are stated at the lower of cost or net realizable value. Cost is determined by using the weighted average cost method. Cost of work-in-progress and finished goods are comprised of direct materials, direct labor, and related manufacturing overhead based on normal operating capacity. Adjustments are

F-19

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

recorded to write down the carrying amount of obsolete and excess inventory to its estimated net realizable value based on historical and forecasted demand.

(i) Prepayments to Suppliers

      Advance payments for the future delivery of polysilicon are made based on written purchase orders detailing product, quantity and price and are classified as “prepayments to suppliers” in the consolidated balance sheets. The Company’s supply contracts grant the Company the right to inspect products prior to acceptance. The outstanding balance of the “prepayments to suppliers” is reduced and reclassified to “inventories” when inventory is received and passes quality inspection based on the terms of the purchase order. Such reclassifications of RMB 5,169,299, RMB 12,037,615, RMB 70,679,259 and RMB 152,431,193 for the years ended December 31, 2004, December 31, 2005, the period January 1, 2006 to September 4, 2006 and the period August 7, 2006 to December 31, 2006, respectively are not reflected as cash outflows from operating activities. Prepayments to suppliers expected to be utilized within twelve months as of each balance sheet date are recorded as current “prepayments to suppliers” in the consolidated balance sheets. As of December 31, 2006, prepayments to suppliers of RMB 226,273,660 representing the portion expected to be utilized after twelve months have been classified as “long-term prepayments to suppliers” in the consolidated balance sheet and relate to prepayments to one supplier for two long-term supply agreements with deliveries not scheduled to commerce until 2009.

(j) Property, Plant and Equipment

      Property, plant and equipment are stated at cost of acquisition or relative fair value at the date of acquisition. Depreciation is provided over the estimated useful lives of the asset, taking into consideration any estimated residual value, using the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds received thereon. Ordinary maintenance and repairs are charged to expenses as incurred, and replacements and betterments are capitalized. The estimated useful lives of property, plant and equipment are as follows:

Buildings	30 years
Machinery	8-10 years
Electronic equipment	4-5 years
Furniture and fixtures	4-5 years
Motor vehicles	8-10 years

      Depreciation of property, plant and equipment attributable to manufacturing activities is capitalized as part of the cost of inventory production, and expensed to cost of revenues when the inventory is sold.

      Cost incurred in the construction of new facilities, including progress payments and deposits, interest and other costs relating to the construction, are capitalized and transferred out of construction in progress and into their respective asset categories when the assets are ready for their intended use, at which time depreciation commences.

     (k)  Land Use Rights

      Land use rights represent the cost of land use rights in the PRC. Land use rights are carried at cost and charged to expense on a straight-line basis over the respective periods of the rights of 45-50 years.

F-20

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

     (l)  Goodwill and Other Intangible Assets

      Goodwill represents the excess of cost over fair value of the proportional net assets acquired from the acquisitions of additional equity interest in Tianwei Yingli (note 23). Goodwill and trademarks, which have an indefinite useful life are not amortized, but instead tested for impairment at least annually.

      Intangible assets, other than trademarks, are amortized on a straight-line basis over the estimated useful lives of the respective assets. The Company’s amortizable intangible assets consist of technical know-how, customer relationships, order backlog and short-term and long-term supplies agreements with the following estimated useful lives:

Technical know-how	6 years
Customer relationships	6 years
Order backlog	1.5 years
Short-term supply agreements	0.5 years
Long-term supply agreements	5 and 9 years starting from 2009

      Long-term supply agreements relate to two long-term polysilicon supply agreements with delivery period commencing in 2009. The intangible asset in connection with these two agreements will be amortized over the delivery period of 5 and 9 years, commencing in 2009.

     (m)  Impairment of Long-Lived Assets

      Long-lived assets, such as property, plant, and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale are presented separately in the appropriate asset and liability sections of the consolidated balance sheet.

      Goodwill and intangible assets that are not subject to amortization are tested annually for impairment, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. For intangible assets that are not subject to amortization, an impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. For goodwill, the impairment determination is made at the reporting unit level and consists of two steps. In the first step, the Company determines the fair value of a reporting unit and compares it to its carrying amount, including goodwill. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill.

F-21

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

     (n)  Investment in and Advances to An Affiliate

      Investments in entities where the Company does not have a controlling financial interest, but has the ability to exercise significant influence over the operating and financial policies of the investee, are accounted for using the equity method of accounting. Under the equity method of accounting, the Company’s share of the investee’s results of operations is included in other income (expense).

      The Company recognizes a loss when there is a loss in value of equity method investment which is other than a temporary decline. The process of assessing and determining whether impairment on a particular equity investment is other than temporary requires a significant amount of judgment. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until recovery and whether evidence indicating the carrying value of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the decline in value, any change in value subsequent to year-end, and forecasted performance of the investee. Based on the Company’s evaluation, there was no impairment charge related to its investment in an affiliate for all periods presented.

     (o)  Statutory Reserves

      In accordance with PRC Company Law, Tianwei Yingli is required to provide for certain statutory reserves, namely a statutory surplus reserve and a statutory public welfare reserve which are appropriated from net profits. Prior to September 5, 2006, as a domestic limited liability company, Tianwei Yingli was required to allocate at least 10% of its after tax profits to a statutory surplus reserve with the right to discontinue allocations to the statutory surplus reserve if such reserves reach 50% of its registered capital. Tianwei Yingli also appropriated 5% of the profit to the statutory public welfare reserve. All statutory reserves are required to be calculated based on amounts reported in Tianwei Yingli’s PRC statutory financial statements. Effective from September 5, 2006, as a result of the Reorganization, Tianwei Yingli became a foreign invested enterprise (“FIE”). Tianwei Yingli, as a FIE, is required to provide for reserve fund, employee fund and welfare funds and enterprise development fund each at a percentage, which is a discretionary percentage and is decided by the Tianwei Yingli’s board of directors each calendar year. These reserves can only be used for specific purposes and are not transferable to the Company in the form of loans, advances, or cash dividends.

      As of December 31, 2006, Tianwei Yingli had appropriated RMB 14,376,864 in statutory reserves, which, although are restricted from being distributed to Yingli Green Energy, have no impact on presentation of the Company’s retained earnings in the consolidated balance sheet.

     (p)  Share-based Payment

      The Company applied SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”) for share based payments made in the period August 7, 2006 to December 31, 2006. Under SFAS No. 123R, the Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the costs over the period the employee is required to provide service in exchange for the award, which generally is the vesting period.

      For the years ended December 31, 2004, December 31, 2005 and the period January 1, 2006 to September 4, 2006, the Company did not enter into any share-based payment arrangements.

F-22

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

     (q)  Revenue Recognition

      Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product has occurred or the service has been rendered, the fee is fixed or determinable and collectibility is reasonably assured. These criteria as they relate to the sale of the Company’s products or services are as follows:

      For sales of PV modules to foreign customers, delivery of the products occurs at the point in time the product is delivered to the named port of shipment, which is when the risks and rewards of ownership are transferred to the customer. For sales of PV modules to domestic customers, delivery of the product occurs at the point in time the product is received by the customer, which is when the risks and rewards of ownership have been transferred.

      Sales of PV systems consist of the delivery, assembly and installation of PV modules, related power electronics and other components. The Company considers the PV system to be delivered, and the risks and rewards of ownership transferred, when installation of all components is complete and customer acceptance is received. Customer acceptance is evidenced by a signed project acceptance document. The assembly and installation of PV systems is short, generally lasting between 1 to 3 months, and requires advance payments from the customer.

      Other revenue consists primarily of the sale of raw materials and the processing of PV cells into PV modules for third-party vendors. Revenue for the processing of PV cells into PV modules is recognized at the time when the processing is completed and the PV modules are received by the customer. Delivery for the sale of raw materials occurs at the point in time the product is received by the customer, which is when the risks and rewards of ownership have been transferred.

      For all sales and services, the Company requires a contract or purchase order which quantifies pricing, quantity and product specifications. Shipping and handling fees billed to customers are recorded as revenues, with the related shipping or delivery costs recorded as cost of revenues.

      Advance payments received from customers for the future sale of inventory are recognized as advances from customers in the consolidated balance sheets. Advances from customers are recognized as revenues when the conditions for revenue recognition described above have been satisfied. Advances from customers have been recognized as a current liability because the amount at each balance sheet date is expected to be recognized as revenue within twelve months.

      In the PRC, value added tax (“VAT”) at a general rate of 17% on invoice amount is collected on behalf of tax authorities in respect of the sales of product and services and is not recorded as revenue. VAT collected from customers, net of VAT paid for purchases, is recorded as a liability until it is paid to the tax authorities. Prior to September 5, 2006, Tianwei Yingli and its subsidiary, Chengdu Yingli were subject to city construction tax and education surcharge at rates of 7% and 4%, respectively, of net value added tax payable. Commencing on September 5, 2006, as a result of Tianwei Yingli’s change in tax status to a foreign invested enterprise, Tianwei Yingli is no longer subject to the city construction tax and education surcharge. Chengdu Yingli, as a domestic company, continues to be subject to such tax and surcharge. In the accompanying consolidated statements of income, city construction tax and education surcharge of RMB 8,242, RMB 2,987,288, RMB 11,357,591 and RMB 4,208 are deducted to arrive at net revenues for the years ended December 31, 2004, December 31, 2005, the period January 1, 2006 to September 4, 2006 and the period August 7, 2006 to December 31, 2006, respectively.

F-23

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

     (r)  Research and Development and Government Grant

      Research and development costs are expensed as incurred.

      The Company is a party to research grant contracts with the PRC government under which the Company receives funds in advance for specified costs incurred in certain research projects. The Company records such amounts as a reduction to research and development expenses when the related research and development costs are incurred. The Company has recorded grant proceeds of RMB 200,000, RMB 1,550,000, RMB 600,000 and RMB 400,000 as a reduction to research and development expenses during the years ended December 31, 2004 and 2005, the period January 1, 2006 to September 4, 2006 and the period August 7, 2006 to December 31, 2006, respectively.

     (s)  Warranty Cost

      The Company’s PV modules are typically sold with a two-year limited warranty for defects in materials and workmanship, and a 10-year and 25-year warranty against declines of more than 10.0% and 20.0% of initial power generation capacity, respectively. As a result, the Company bears the risk of warranty claims long after the Company has sold its products and recognized revenues. The Company has sold PV modules only since January 2003, and none of the Company’s PV modules has been in use for more than four years. In connection with the Company’s PV system sales in the PRC, the Company provides a one- to five-year warranty against defects in the Company’s modules, storage batteries, controllers and inverters. The Company performs industry-standard testing to test the quality, durability and safety of the Company’s products. As a result of such tests, management believes the quality, durability and safety of its products are within industry norms. Management’s estimate of the amount of its warranty obligation is based on the results of these tests and consideration given to the warranty accrual practice of other companies in the same business. Consequently, the Company accrues the equivalent of 1% of net revenues as a warranty liability to accrue the estimated cost of its warranty obligations.

      Actual warranty costs are charged against the accrued warranty liability. To the extent that actual warranty costs differ significantly from estimates, the Company will revise its warranty provisions accordingly.

      Changes in the carrying amount of accrued product warranty are as follows:

	Predecessor						August 7,
							2006 (date of
	Year Ended		Year Ended		January 1 to		inception) to
	December 31,		December 31,		September 4,		December 31,
	2004		2005		2006		2006
	RMB		RMB		RMB		RMB
Beginning balance		270,597		1,464,005		5,013,862		—
Transfer of Tianwei Yingli to the Company		—		—		—		13,672,952
Product warranty expense		1,193,408		3,549,857		8,659,090		7,013,249
Warranty costs incurred or claimed		—		—		—		—
Ending Balance		1,464,005		5,013,862		13,672,952		20,686,201

F-24

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

     (t)  Income Taxes

      Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any tax loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion, or all, of the deferred tax assets will not be realized.

     (u)  Commitments and Contingencies

      Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

      The Company is exposed to risks associated with product liability claims in the event that the use of the PV products the Company sells results in injury. The Company does not maintain any third-party liability insurance coverage other than limited product liability insurance or any insurance coverage for business interruption. As a result, the Company may have to pay for financial and other losses, damages and liabilities, including, those in connection with or resulting from third-party product liability claims and those caused by natural disasters and other events beyond the Company’s control, out of its own funds, which could have a material adverse effect on its financial conditions and results of operation.

     (v)  Segment Reporting

      The Company has no operating segments, as that term is defined by the Financial Accounting Standards Board (“FASB”) Statement No. 131 Disclosure about Segments of an Enterprise and Related Information. Geographic revenue information is presented in note 24.

     (w)  Earnings Per Share

      In accordance with SFAS No. 128, “Computation of Earnings Per Share” (“SFAS No. 128”) and EITF Issue 03-06, “Participating Securities and the Two — Class Method under FASB Statement No. 128” (“EITF Issue No. 03-06”), basic earnings per ordinary share is computed by dividing net income allocated to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period August 7, 2006 to December 31, 2006 using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings. The Company’s Series A and Series B redeemable convertible preferred shares (note 17) are participating securities since the holders of these securities may participate in dividends with ordinary shareholder(s) based on a pre-determined formula. EITF Issue No. 03-06 does not require the presentation of basic and diluted earnings per share for securities other than ordinary shares; therefore the basic earnings per share amounts presented only pertain to the Company’s ordinary shares.

F-25

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

      Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholder as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Series A and B redeemable convertible preferred shares and mandatory convertible bonds (using the if-converted method) and ordinary shares issuable upon the exercise of outstanding share options and warrants (using the treasury stock method). Potential dilutive securities are not included in the calculation of dilutive earnings per share if the impact is anti-dilutive.

      Tianwei Yingli is not a share-based company and had no outstanding shares for the periods presented, and therefore, no earnings per share data for Tianwei Yingli has been presented.

     (x)  Recently Issued Accounting Standards

     FASB Interpretation No. 48 (FIN 48)

      In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes. FIN 48 establishes the threshold for recognizing the benefits of tax-return positions in the consolidated financial statements as “more-likely-than-not” to be sustained by the taxing authority, and prescribes a measurement methodology for those positions meeting the recognition threshold. FIN 48 is effective for the Company on January 1, 2007. Management does not believe the adoption of FIN 48 will have a material effect on the Company’s consolidated financial statements.

     SFAS No. 155

      In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Instruments — an amendment of FASB Statements 133 and 140, or SFAS No. 155. SFAS No. 155 improves financial reporting by eliminating the exemption from applying SFAS No. 133 to interests in securitized financial assets so that similar instruments are accounted for similarly regardless of the form of the instruments. SFAS No. 155 also improves financial reporting by allowing a preparer to elect fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to a re-measurement event, on an instrument-by-instrument basis, in cases in which a derivative would otherwise have to bifurcated, if the holder elects to account for the whole instrument on a fair value basis. SFAS No. 155 is effective for the Company on January 1, 2007. Management does not believe the adoption of SFAS No. 155 will have a material effect on the Company’s consolidated financial statements.

     SFAS No. 157

      In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement or SFAS No. 157. SFAS No. 157 addresses standardizing the measurement of fair value for companies that are required to use a fair value measure of recognition for recognition or disclosure purposes. The FASB defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measure date.” SFAS No. 157 is effective for the year for the Company on January 1, 2008. Management does not believe the adoption of SFAS No. 157 will have a material effect on the Company’s consolidated financial statements.

F-26

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

(3) Accounts Receivable, Net

      Accounts receivable are summarized as follows:

		Predecessor
		December 31,			December 31,			September 4,			December 31,
		2004			2005			2006			2006
		RMB			RMB			RMB			RMB
Accounts receivable			6,413,061			42,280,921			56,426,679			284,229,651
Less: Allowance for doubtful accounts			(292,803	)		(1,775,570	)		(2,309,094	)		(2,309,094	)
	Total accounts receivable, net		6,120,258			40,505,351			54,117,585			281,920,557

      The following table presents the movement of the allowance for doubtful accounts:

	Predecessor
										August 7, 2006
							January 1, 2006			(date of
	Year Ended			Year Ended			to			inception) to
	December 31,			December 31,			September 4,			December 31,
	2004			2005			2006			2006
	RMB			RMB			RMB			RMB
Beginning balance		—			(292,803	)		(1,775,570	)		—
Transfer of Tianwei Yingli to the Company		—			—			—			(2,309,094	)
Bad debt expense		(292,803	)		(1,482,767	)		(533,524	)		—
Write-off of accounts receivable		—			—			—			—
Ending balance		(292,803	)		(1,775,570	)		(2,309,094	)		(2,309,094	)

      As part of its ongoing control procedures, management monitors the creditworthiness of its customers to which it grants credit terms in the normal course of business. Credit terms are normally 7 to 10 days from the date of billing. For certain customers the Company requires an advance payment before the sale is made. Such advance payments are reported as “advances from customers” in the Company’s consolidated balance sheets and amounted to RMB 1,883,464, RMB 27,874,404, RMB 174,681,305 and RMB 113,637,769 as of December 31, 2004, December 31, 2005, September 4, 2006 and December 31, 2006, respectively. The Company also requires certain customers to secure payment by a letter of credit issued by the customers’ banks. Letters of credit have terms ranging from 1 to 3 months. Until the letter of credit is drawn and the amount is paid, the amount due from the customer is recorded as accounts receivable. As of December 31, 2004, December 31, 2005, September 4, 2006 and December 31, 2006, 64%, 92%, 71% and 97%, respectively, of accounts receivable were denominated in currencies other than the RMB.

      As of December 31, 2004, December 31, 2005, September 4, 2006 and December 31, 2006, certain accounts receivables were pledged to banks as collateral for borrowings (note 10).

F-27

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

(4) Inventories

      Inventories by major category consist of the following:

		Predecessor
		December 31,		December 31,		September 4,		December 31,
		2004		2005		2006		2006
		RMB		RMB		RMB		RMB
Raw materials			2,498,465		49,935,500		357,026,540		489,352,191
Work-in-progress			6,885,867		26,589,836		198,961,518		187,655,590
Finished goods			8,114,607		30,040,835		103,680,093		134,737,853
	Total inventories		17,498,939		106,566,171		659,668,151		811,745,634

(5) Prepaid Expenses and Other Current Assets

      Prepaid expenses and other current assets consist of the following:

		Predecessor
		December 31,		December 31,		September 4,		December 31,
		2004		2005		2006		2006
		RMB		RMB		RMB		RMB
Advances to employees			117,831		794,752		2,186,275		924,524
Advances to third parties, net			66,482		87,596		7,352,573		6,866,851
Value added tax refund receivable			1,711,614		4,084,698		20,851,419		43,210,503
Deferred offering costs			—		—		—		27,387,161
Prepaid expenses			89,044		152,430		6,666		2,024,348
	Total prepaid expenses and other current assets		1,984,971		5,119,476		30,396,933		80,413,387

      Deferred offering costs represent third-party legal and professional fees incurred in connection with the Company’s IPO. Such costs are incremental to the Company and will be charged against the gross proceeds received from the IPO.

F-28

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

(6) Property, Plant and Equipment, Net

      Property, plant and equipment consist of the following:

		Predecessor
		December 31,			December 31,			September 4,			December 31,
		2004			2005			2006			2006
		RMB			RMB			RMB			RMB
Buildings			36,105,188			55,292,572			67,681,732			75,681,746
Machinery			69,020,360			241,408,040			348,616,857			299,419,031
Electronic equipment			1,321,952			1,708,509			2,278,122			1,595,180
Furniture and fixtures			627,994			743,162			1,145,009			4,467,399
Motor vehicles			3,632,934			5,798,524			5,975,495			2,667,142
Construction in progress			20,530,717			60,763,041			29,092,765			211,749,834
	Total		131,239,145			365,713,848			454,789,980			595,580,332
Less: Accumulated depreciation			(10,259,577	)		(23,899,617	)		(45,480,233	)		(12,081,943	)
	Total property, plant and equipment, net		120,979,568			341,814,231			409,309,747			583,498,389

      Depreciation expense on property, plant and equipment was recorded as follows:

		Predecessor
						January 1,		August 7, 2006
		Year Ended		Year Ended		2006 to		(date of inception)
		December 31,		December 31,		September 4,		to December 31,
		2004		2005		2006		2006
		RMB		RMB		RMB		RMB
Cost of revenues			7,278,509		11,815,062		21,138,031		12,140,708
Selling expenses			48,379		64,481		64,564		34,732
General and administrative expenses			1,229,103		1,797,502		1,524,394		874,342
	Total depreciation expense		8,555,991		13,677,045		22,726,989		13,049,782

      The Company’s capitalized interest cost as a component of the cost of construction in progress are as follows:

		Predecessor
						January 1,		August 7, 2006
		Year Ended		Year Ended		2006 to		(date of inception)
		December 31,		December 31,		September 4,		to December 31,
		2004		2005		2006		2006
		RMB		RMB		RMB		RMB
Interest cost capitalized			185,938		5,486,727		1,384,469		895,922
Interest cost charged to income			6,410,576		5,278,418		22,441,164		25,788,959
	Total interest cost incurred		6,596,514		10,765,145		23,825,633		26,684,881

F-29

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

(7) Land Use Rights

      In April 2006, the Company obtained approval from Hebei Province municipal government to acquire the right to use the land on which the Company will construct a 500 million watt PV module plant, national PV engineering center, PV research and development center and a training center. Pursuant to the agreement, the Company was obligated to pay approximately RMB 75,985,500 to obtain the right to use the land for a period of 50 years. In June 2006, the Company commenced its construction project on the land and recorded the land use right asset and corresponding liability at the estimated acquisition price of RMB 75,985,500. On December 22, 2006, the Company renegotiated the acquisition price with the government and paid a revised amount of RMB 39,697,276 for the land use right. Accordingly, the Company revised the previous recorded amount of land use right to reflect the final acquisition price. The Company obtained the land use right certificate on February 15, 2007.

(8) Fair Value of Financial Instruments

      The carrying amounts of cash, restricted cash, accounts receivable, current amounts due from related parties, accounts payable, borrowings from related parties, short-term borrowing, advances from customers, and other amounts due to related parties approximate their fair values due to their short term nature.

      The fair value of the long-term portion of amounts due from related parties as of December 31, 2004 is RMB 7,517,828 and is estimated by discounting expected future cash flows using the interest rate at which similar loans would be made to borrowers with similar credit ratings and remaining estimated maturities.

      The estimated fair value of mandatory redeemable bonds and the mandatory convertible bonds was RMB 299,359,827 (carrying value RMB 293,109,511) and RMB 370,260,838 (carrying value RMB 362,530,181), respectively as of December 31, 2006 and was based on the present value of cash flows discounted at a rate that approximates current market returns for issues of similar debt instruments issued to comparable holders in the same geographic area.

      There is no quoted market price for the Company’s investment in its affiliate (note 9). Accordingly, a reasonable estimate of fair value could not be made without incurring excessive costs.

(9) Investment in and Advances to an Affiliate

      The Company acquired a 10% equity interest in Tibet Tianwei Yingli New Energy Resources Co., Ltd. (“Tibetan Yingli”) in December 2003 for RMB 4,000,000. On September 15, 2005, the Company acquired an additional 40% equity interest for RMB 8,000,000 and obtained the ability to exercise significant influence over the operating and financial policies of Tibetan Yingli. The purchase price approximated 40% of the fair value of Tibetan Yingli’s net assets. Consequently, no investor level goodwill was recognized. The Company’s consolidated financial statements reflect the Company’s investment in Tibetan Yingli on the equity method of accounting, which was applied retrospectively to the beginning of 2004.

      As of December 31, 2004, December 31, 2005, September 4, 2006 and December 31, 2006, the Company’s advances to Tibetan Yingli were nil, RMB 1,080,900, RMB 4,828,035 and RMB 2,399,910, respectively, to assist Tibetan Yingli in supporting their operating activities. During the period from August 7, 2006 through December 31, 2006, pursuant to the approval of the Board of Tibetan Yingli, advances of RMB 8,000,000 to Tibetan Yingli were settled by reducing the Company’s RMB 8,000,000 purchase price payable to Tibetan Yingli. The settlement of the advance and corresponding payable was reflected as a non-cash transaction in the consolidated statements of cash flow.

F-30

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

(10) Short-term Borrowings

      Short-term borrowings consist of the following:

		Predecessor
		December 31,		December 31,		September 4,		December 31,
		2004		2005		2006		2006
		RMB		RMB		RMB		RMB
Borrowings from banks:
— Guaranteed by Tianwei Baobian and its parent company			80,000,000		222,000,000		462,000,000		220,000,000
— Entrusted loans by related parties			—		—		310,000,000		1,000,000
— Partially secured by accounts receivables			—		56,971,637		62,383,888		34,286,306
— Secured by property, plant and equipment			—		70,000		70,000		—
— Secured by land use right and property, plant and equipment			12,000,000		—		—		—
Borrowings from other parties:
— Customer loan			—		30,000,000		—		—
— Governmental loan guaranteed by Tianwei Baobian			—		12,000,000		12,000,000		12,000,000
— Other third parties loan			—		25,715,509		10,000,000		—
	Total short-term borrowings		92,000,000		346,757,146		856,453,888		267,286,306

      Short-term bank borrowings outstanding as of December 31, 2004, December 31, 2005, September 4, 2006 and December 31, 2006 bore a weighted average interest rate of 5.66%, 5.42%, 5.99% and 5.99% per annum, respectively. All short-term bank borrowings mature and expire at various times within one year. These facilities contain no specific renewal terms or any requirement on the maintenance of financial covenants. The Company has traditionally negotiated renewal of certain facilities shortly before they mature. Tianwei Baobian entrusted loans of RMB 310,000,000 from Chinese Construction Bank to Tianwei Yingli as of September 4, 2006, which Tianwei Yingli repaid during the period August 7, 2006 to December 31, 2006. During the period August 7, 2006 to December 31, 2006, Yingli Group entrusted a loan of RMB 125,000,000 from Agricultural Bank of China to Tianwei Yingli, of which RMB 124,000,000 was repaid during the same period.

      The loan from customer of RMB 30,000,000 held as of December 31, 2005, was unsecured, had no specific repayment terms, bore interest at a rate of 5.58% per annum, and was repaid on March 20, 2006. The loan from the governmental authority of RMB 12,000,000 is unsecured, bears interest at a rate of 7.67% guaranteed by Tianwei Baobian and was past due on July 18, 2005 and therefore, payable on demand. Loans from other third-party borrowings were personally arranged by the Company’s related parties and were interest-free and unsecured. During the year ended December 31, 2004, December 31, 2005, the period January 1, 2006 to September 4, 2006 and the period August 7, 2006 to December 31, 2006, the Company obtained loans from other third parties of nil, RMB 25,715,509, RMB 5,000,000, and nil and repaid loans to other third parties of nil, nil, RMB 20,715,509, and RMB 10,000,000, respectively. The Company’s interest

F-31

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

free loans have no specific due dates and were issued solely for cash and no other rights or privileges were exchanged, and therefore no interest has been imputed.

      In August 2005, the Company negotiated an agreement with the holder of the Company’s overdue bank loan secured by the land use right and property, plant and equipment. The holder of the Company’s loan had acquired the Company’s loan from a financial institution at a discount from the face value of the loan. At that time the total amount outstanding was RMB 12,964,688, of which RMB 12,000,000 represented principal (the face value) and the remainder represented accrued interest payable. Pursuant to the agreement, the Company paid RMB 10,800,000 as payment in full for the loan and interest. As a result, the Company recognized a gain of RMB 2,164,688 on extinguishment of debt in 2005.

(11) Convertible Loan

      In May 2006, Tianwei Yingli issued a RMB 85,635,000 convertible loan due on May 17, 2007 to China Foreign Economics and Trade & Investment Co., Ltd., or FOTIC, who held the loan as a nominee for certain third parties (the “Third Party Investors”). The loan was issued at par and bore interest at 8% payable at maturity. The loan was convertible into ordinary shares of Tianwei Yingli at a conversion price equal to Tianwei Yingli’s per share market value as determined by a future private placement of Tianwei Yingli’s equity and agreed upon by both parties.

      On December 29, 2006, Tianwei Yingli, FOTIC, China Sunshine Investment Co., Ltd. (an entity designated by the Third Party Investors) and Yingli Green Energy entered into a settlement agreement pursuant to which the Company repaid the convertible loan plus accrued interest of RMB 4,281,750 and issued warrant to China Sunshine Investment Co., Ltd. to purchase 2,068,252 of Yingli Green Energy’s ordinary shares at an exercise price of US$4.835 per share. The Company recognized a loss on debt extinguishment of RMB 3,908,381 (US$496,000), representing the difference between the consideration paid (cash paid plus the fair value of warrant) and the carrying value of the convertible loan and accrued interest on the date the debt was extinguished. China Sunshine Investment Co., Ltd. exercised the warrant on February 2, 2007.

F-32

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

(12) Other Current Liabilities and Accrued Expenses

      Components of other current liabilities and accrued expenses are as follows:

		Predecessor
		December 31,		December 31,		September 4,		December 31,
		2004		2005		2006		2006
		RMB		RMB		RMB		RMB
Accrued warranty			1,464,005		5,013,862		13,672,952		20,686,201
Other non-income taxes payable			717,734		4,281,283		16,246,451		4,337,217
Accrued social insurance			624,670		4,703,832		2,403,149		2,957,351
Accrued interest			383,623		311,405		7,484,688		7,681,432
Accrued interest for late tax payments			614,007		1,361,455		2,857,460		1,361,455
Accrued payroll and welfare			1,368,180		5,295,425		12,076,952		7,700,249
Land use rights payable (note 7)			6,400,000		6,400,000		82,385,500		—
Payable for net asset purchase of Baoding Rectifier (note 22)			—		1,000,000		—		—
Over-subscription of Series B preferred shares			—		—		—		23,672,074
Accrued professional fees			—		—		—		2,938,106
Accrued offering costs			—		—		3,346,000		12,866,681
Other accrued expenses			633,701		1,457,078		637,188		1,576,302
	Total other current liabilities and accrued expenses		12,205,920		29,824,340		141,110,340		85,777,068

      Other non-income taxes payable represents payables for city construction tax, education surcharge, property tax and other taxes.

      Over-subscription of Series B preferred shares represents deposits received for the issuance of Series B preferred Shares. The Series B preferred Shares were oversubscribed for and as a result the deposits are to be returned to the subscribers.

(13) Mandatory Convertible and Redeemable Bonds Payable to Yingli Power

      On November 13, 2006, Yingli Power, the Company’s controlling shareholder and an entity wholly owned by Mr. Liansheng Miao, issued US$85 million floating rate Notes (“the Notes”) at 98.75% of face value to Deutsche Bank AG, Singapore Branch (“Deutsche Bank”). The Notes consisted of two portions, US$55 million in mandatory redeemable notes (“Mandatory Redeemable Notes”) and US$30 million in mandatory exchangeable notes (“Mandatory Exchangeable Notes”). Upon the IPO, the Mandatory Exchangeable Notes convert into the number of the Company’s ordinary shares equivalent to 3.73% effective equity interests in Tianwei Yingli on a fully diluted basis. Such shares will be delivered by Yingli Power. The effective conversion price is subject to certain adjustments based on Tianwei Yingli’s 2006 net income or the Company’s IPO offering price. In connection with the issuance of the Notes, Yingli Power issued a warrant to Deutsche Bank, which is exercisable into 6.5% of the Company’s ordinary shares held by Yingli Power. The warrant is only exercisable if the Company repays the loan, under its early redemption rights and the Company completes it IPO. The exercise price of this warrant is the lower of (i) 25 times Tianwei Yingli’s

F-33

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

net income for the year ended December 31, 2006, multiplied by the Company’s ownership percentage in Tianwei Yingli and divided by the total number of the Company’s outstanding ordinary shares on fully diluted basis and (ii) 67.5% of offering price of the Company’s ordinary shares in a public offering and listing of such shares in an international stock exchange. The warrant is exercisable upon any listing of the Company’s ordinary shares, which occurs after the Notes have been repaid in full.

      In connection with Yingli Power’s issuance of the Notes, the Company issued US$85,000,000 in interest-bearing Bonds (“the Bonds”) to Yingli Power at 98.95% of face value. The Bonds consisted of two portions, US$38 million in mandatory redeemable bonds (“Mandatory Redeemable Bonds”) and US$47 million in mandatory convertible bonds (“Mandatory Convertible Bonds”). Upon the IPO, the Mandatory Convertible Bonds convert into the number of the Company’s ordinary shares equivalent to 3.73% effective equity interests in Tianwei Yingli on a fully diluted basis. Such shares will be newly issued by the Company and delivered to Yingli Power. The terms of the Notes and Bonds are substantially the same, other than the portion of the amount that is convertible into the Company’s ordinary shares. Yingli Power used the cash proceeds from the issuance of the Notes to purchase the Bonds issued by Yingli Green Energy.

      The Company has determined that the conversion feature embedded in the Mandatory Convertible Bonds is not required to be bifurcated and accounted for as a derivative pursuant to SFAS No 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”) , since the terms of conversion do not require or permit net settlement, provide for a means for the conversion feature to be settled outside the contract, or provide for delivery of an asset which would put the holders of the Mandatory Convertible Bond in a position substantially similar to a net settlement provision. The Company has also determined that the non-detachable convertible feature had no intrinsic value on the commitment date based on the conversion price paid by Deutsche Bank, an unrelated third-party investor. Therefore, no beneficial conversion feature was recognized. Since the ultimate number of shares to be issued upon conversion is contingent, the Company will determine whether the conversion feature has intrinsic value when the number of shares to be issued is known and the conversion contingency is resolved.

      Direct and incremental cost of issuing the Bonds of RMB 2,351,259 were charged against the proceeds and recorded as a discount to the Bonds’ issuance price or carrying value.

      Both the Bonds and the Notes are due at their principal amount plus accrued and unpaid interest on November 16, 2008. Both the Bonds and Notes bear interest from November 16, 2006, payable quarterly at an interest rate equal to the British Bankers Association Interest Settlement Rate plus 2% per annum for the period ending prior to August 17, 2007 and plus 4% per annum thereafter.

      The Company has the right to early redeem the Bonds and correspondingly, Yingli Power has the right to early redeem the Notes at any time in whole, at a purchase price equal to 100% of the principal amount of the Bonds or Notes to be redeemed, plus accrued and unpaid interest.

      Under both the Bonds and Notes agreements, the Company is subject to a number of covenants, such as the maintenance of certain financial ratios commencing on the quarter ended June 30, 2007, restrictions on granting collateral, disposal of existing assets, making payments to shareholder and affiliates and making investments. The Company has also pledged to Yingli Power all of its current and future equity interest in Tianwei Yingli as collateral under these bonds, correspondingly, Yingli Power has pledged all of its current and future equity in the Company as collateral under these notes.

F-34

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

(14) Employee Benefit Plans

      Pursuant to the relevant PRC regulations, the Company is required to make contributions for each employee at a rate of 20% on a standard salary base as determined by the local Social Security Bureau, to a defined contribution retirement program organized by the local Social Security Bureau. In addition, the Company is also required by pursuant to the relevant PRC regulations to make contributions for each employee at a rate of 7.5%, 2% and 2% of standard salary base for medical insurance benefits, unemployment and other statutory benefits, respectively. Total amount of contributions for the years ended December 31, 2004, December 31, 2005, the period January 1, 2006 to September 4, 2006 and the period August 7, 2006 to December 31, 2006 was RMB 122,742, RMB 528,736, RMB 1,037,006 and RMB 620,483, respectively.

(15) Income Taxes

      Under the current laws of the Cayman Islands, Yingli Green Energy is not subject to tax on its income or capital gains. In addition, upon any payment or dividend by Yingli Green Energy, no withholding tax is imposed.

      Yingli Green Energy’s operating subsidiary, being incorporated in the PRC, is governed by the income tax law of the PRC and is generally subject to the PRC enterprise income tax rate of 33%, consisting of 30% state tax and 3% local tax. Prior to September 5, 2006, for tax purposes Tianwei Yingli was considered a domestic enterprise. In addition, Tianwei Yingli qualified as a “high and new technology enterprise” and was entitled to a preferential PRC enterprise income tax rate of 15%, consisting of 15% state tax and nil local tax. As part of the Reorganization described in Note 1, Tianwei Yingli’s tax status changed to a foreign invested enterprise Tianwei Yingli maintained its “high and new technology enterprise” status. As a result Tianwei Yingli’s tax rate remained at 15% however its local tax rate was increased to 3%.

      Following its conversion into a foreign invested enterprise, Tianwei Yingli is entitled to an exemption from the enterprise state income tax for its first two profitable years and a 50% reduction in the enterprise income state tax rate in the subsequent three years, In addition, Tianwei Yingli is also entitled to exemption from the enterprise local income tax for its first five profitable years and a 50% reduction in the enterprise income state tax rate in the subsequent five years. In accordance with PRC income tax law, Tianwei Yingli elected to defer the commencement of its tax holiday until January 1, 2007. For the years ended December 31, 2004, December 31, 2005, the period January 1, 2006 to September 4, 2006 and the period August 7, 2006 to December 31, 2006, Tianwei Yingli was subject to an income tax rate of 15%, 15%, 15% and 18%, respectively.

      Income tax expense in the consolidated statements of income consists of the following:

		Predecessor
								January 1,			August 7, 2006
		Year Ended			Year Ended			2006			(date of inception)
		December 31,			December 31,			to September 4,			to December 31,
		2004			2005			2006			2006
		RMB			RMB			RMB			RMB
Current tax expense			1,490,235			15,198,551			23,779,256			21,608,383
Deferred tax (benefit) expense			(269,063	)		(2,462,933	)		(1,233,274	)		1,359,703
	Total income tax expense		1,221,172			12,735,618			22,545,982			22,968,086

F-35

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

      The actual income tax expense reported on the consolidated statements of income differs from the amounts computed by applying the PRC income tax rate of 33% to earnings before income taxes and minority interest as a result of the following:

			Predecessor
												August 7,
									January 1,			2006 (date
			Year Ended			Year Ended			2006			of inception)
			December 31,			December 31,			to September 4,			to December 31,
			2004			2005			2006			2006
			RMB			RMB			RMB			RMB
Computed “expected” tax expense				2,387,354			25,955,740			68,868,618			32,429,178
Tax rate differential, preferential rate				(1,341,740	)		(14,175,779	)		(37,602,467	)		(17,546,037	)
Tax rate change				—			—			—			4,041,707
Foreign tax rate differential				—			—			—			5,762,679
Equipment acquisition tax credit				—			—			(10,645,920	)		—
Research and development tax credit				—			(298,831	)		(274,892	)		(1,788,378	)
Non-deductible expenses:
	Salaries and benefits in excess of allowable limits			11,997			800,322			1,596,111			—
	Interest on delinquent tax payments			63,320			112,117			224,401			—
	Non-deductible loan interest			—			—			224,336			33,936
	Other			100,241			342,049			155,795			35,001
		Actual income tax expense		1,221,172			12,735,618			22,545,982			22,968,086

      The PRC standard statutory rate of 33% has been used since substantially all of the Group’s operations and taxable income are generated in the PRC.

F-36

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

      The principal components of the deferred income tax assets and deferred income tax liabilities are as follows:

		Predecessor
		December 31,			December 31,			September 4,			December 31,
		2004			2005			2006			2006
		RMB			RMB			RMB			RMB
Current Deferred Income Tax Assets:
Accounts receivable			108,539			2,828,956			2,622,619			—
Inventories			124,570			208,155			468,664			—
Accrued payroll and welfare			—			235,396			269,733			—
Accrued warranty			219,600			752,079			2,050,943			3,589,705
	Total current deferred tax assets		452,709			4,024,586			5,411,959			3,589,705
Non-current Deferred Income Tax Liabilities:
Property, plant and equipment			(214,116	)		(1,004,800	)		(1,216,989	)		(307,679	)
Intangible assets			—			—			—			(15,598,383	)
Land use rights			(52,063	)		(141,325	)		(83,235	)		(90,783	)
	Total non-current deferred tax liabilities		(266,179	)		(1,146,125	)		(1,300,224	)		(15,996,845	)

      In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible or utilized, management believes it is more likely than not that the Company will realize the benefits of these deductible differences. Therefore, no valuation allowance has been provided against deferred income tax assets as of December 31, 2004, December 31, 2005, September 4, 2006 and December 31, 2006. The amount of the deferred income tax asset considered realizable, however, could be reduced if estimates of future taxable income during the carry forward period are reduced.

      On March 16, 2007, the PRC government enacted the new Enterprise Income Tax Law which imposes a single income tax rate of 25% for most domestic enterprises and foreign investment enterprises. The Enterprise Income Tax Law is effective as of January 1, 2008 and may result in higher income taxes to the Company in the future. The impact of the changes in tax rates on the Company’s deferred tax balances, if any, will be recognized in 2007, the period the new enterprise income tax rate is enacted.

(16) Share-Based Compensation

Stock Option and Stock Issuance Plan

      On December 28, 2006, the Company adopted the 2006 Stock Incentive Plan (the “Plan”). The Plan provides for both the granting of stock options and other stock-based awards such as restricted shares to key

F-37

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

employees, directors and consultants of the Company. The Board of Directors and shareholders authorized and reserved for the issuance of up to 3,394,054 ordinary shares under the Plan. Among these shares, 2,715,243 shares may be issued for the purpose of granting awards of restricted shares and up to 678,811 shares may be issued for the purpose of granting options. Stock options granted become exercisable over four years. The Company expects to issue new shares of common stock upon exercise of stock options.

      On December 28, 2006, the Board of Directors granted options to purchase an aggregate of 610,929 ordinary shares to four executive officers at an exercise price of US$2.10 per share with a contractual term of ten years and vesting period of four years. The fair value of the Company’s ordinary shares and intrinsic value per option on December 28, 2006 was RMB 37.04 (US$4.74) per share and RMB 20.63 (US$2.64), respectively. The Company did not grant any options during the years ended December 31, 2004 and 2005, and for the period from January 1, 2006 through September 4, 2006.

      The Company has accounted for these options in accordance with SFAS No. 123R by recognizing compensation cost based on the grant-date fair value over the period during which an employee is required to provide service in exchange for the award. The amount of compensation cost recognized for these share options was RMB 61,667 (US$7,826) for the period August 7, 2006 to December 31, 2006, which was charged to general and administrative expenses.

      The option fair value of RMB 29.77 (US$3.81) per share or an aggregate of RMB 18,200,902 (US$2,329,000) on the date of grant was determined based on the Black-Scholes option pricing model, using the following assumptions:

	December 28, 2006
Expected volatility		70%
Expected dividends yield		0%
Expected term		6.3 years
Risk-free interest rate (per annum)		5.13%
Estimated fair value of underlying ordinary shares (per share)		US$4.74

      The expected volatility of 70% was based on the average volatility of several listed comparable companies in the solar products manufactory industry. Since the Company did not have a trading history at the time the options were issued, the Company estimated the potential volatility of its ordinary share price by referring to the latest six year average volatility of these comparable companies because management believes that the average volatility of such companies was a reasonable benchmark to use in estimating the expected volatility of the Company’s ordinary shares.

      The estimated fair value of the underlying ordinary shares on the date of the above grant was determined by management based on a contemporaneous valuation conducted by American Appraisal China Limited (“American Appraisal”), an unrelated and independent valuation firm.

F-38

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

      No options were granted during the years ended December 31, 2004 and 2005 and during the period January 1, 2006 to September 4, 2006. The only option activity during the period August 7, 2006 to December 31, 2006 was a grant of 610,929 options on December 28, 2006 and is summarized as follows:

					Weighted
			Weighted		Average
			Average		Remaining
	Number of		Exercise		Contractual		Aggregate
	Shares		Price		Term		Intrinsic Value
Outstanding as of August 7, 2006		—		—
Granted on December 28, 2006		610,929	US$	2.10
Exercised		—		—
Forfeited or expired		—		—
Outstanding as of December 31, 2006		610,929	US$	2.10		10 years		RMB12,604,281
Exercisable as of December 31, 2006		—		—		—

      As of December 31, 2006 there was RMB 18,139,235 total unrecognized compensation cost related to non-vested share options, which were all issued on December 28, 2006. This cost is expected to be recognized on a straight line basis over the next four years.

(17) Redeemable Convertible Preferred Shares

      On September 28, 2006, the Company issued 8,081,081 Series A Redeemable Convertible Preferred Shares (“Series A Preferred Shares”) to Inspiration Partner Limited for an aggregate purchase price of US$17,010,000 (RMB 134,526,987) or US$2.10 per Series A Preferred Share. In conjunction with the issuance of the Series A Preferred Shares, the Company issued TB Management Ltd., an affiliate of Inspiration Partner Limited. a warrant to purchase 678,811 of ordinary shares at an exercise price of US$2.10 per share (the Series A Warrant). The Series A Warrant is exercisable at anytime prior to the Company’s initial public offering. As of December 31, 2006, the Series A Warrant had not been exercised.

      The Series A Warrant and Series A Preferred Shares were recorded at their relative fair value of US$211,341 (RMB 1,671,432) and US$16,798,659 (RMB 132,855,555), respectively, in aggregate or US$0.31 (RMB2.43) and US$2.08 (RMB16.23), respectively, on a per share basis. The relative fair value of the Series A Warrant was recorded as a discount to the issuance price of the Series A Preferred Shares and a corresponding increase to additional paid-in capital. The Company has determined that there was no embedded beneficial conversion feature attributable to the Series A Preferred Shares at the commitment date, since US$2.08, the effective conversion price of each of the Series A Preferred Shares, was greater than US$2.04, the fair value of each of the Company’s ordinary shares. The estimated fair value of the underlying Series A preferred shares at the commitment date was determined by management based on a contemporaneous valuation also conducted by American Appraisal supplemented by the forecasted profitability and cash flows of the Company’s business. The fair value of the Series A Warrant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: expected dividend yield of 0%, expected volatility rate of 58%, risk-free interest rate of 5.04%, exercise price of US$2.10, and an expected term of 0.59 years. The estimated fair values of the Series A Preferred Shares and underlying ordinary shares at the commitment date was determined by management based on a

F-39

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

contemporaneous valuation also conducted by American Appraisal supplemented by the forecasted profitability and cash flows of the Company’s business.

      The Series A Preferred Shares are redeemable for cash at the option of the majority of the holders at any time after September 28, 2009, at a redemption price of US$22,133,600 equal to the Series A Preferred Shares issuance price plus 12% per annum. Consequently, the Series A Preferred Shares are classified outside of permanent equity of the Company. The accretion from Series A Preferred Share’s initial carrying value of US$16,748,659 to the Series A Preferred Shares’ redemption value of US$23,133,600 is reflected as a reduction to earnings to arrive at net income applicable to ordinary shareholder in the accompanying consolidated statement of income and amounted to US$475,932 for the period August 7, 2006 to December 31, 2006.

      On December 13, 2006, the Company entered into an agreement to issue 24,405,377 Series B Redeemable Convertible Preferred Shares (“Series B Preferred Shares”) to Baytree Investment (Mauritius) Pte Ltd., an affiliate of Temasek Holdings Pte Ltd. and 13 other investors for an aggregate purchase price of US$118,000,000 (RMB 922,736,400) or US$4.835 per Series B Preferred Share. As of December 31, 2006, the Company issued 23,474,663 shares of Series B preferred shares for an aggregate purchase price of US$113,500,000 (RMB 887,547,300). Of the US$113,500,000, US$20,000,000 was received prior to the issuance date as advance payments. The Company used US$17,000,000 of the advanced payments to increase its equity interest in Tianwei Yingli to 53.98% from 51% (Note 23).

      In conjunction with the issuance of Series B Preferred Shares, the Company issued warrants to purchase 2,112,057 of ordinary shares at an exercise price of US$0.01 per share (the Series B Warrant) to investors who did not make advance payments. The Series B Warrant is exercisable at any time after April 30, 2007 or such later date on which the Series B Preferred shareholders agree and prior to the earlier of (a) the closing of the Company’s qualified initial public offering or (b) the conversion of the full amount of the principal of RMB 612,856,640 (US$78,400,000) and accrued interest of a shareholder loan that Yingli Green Energy provided to Tianwei Yingli with the proceeds funded from the Series B Preferred Shares into Tianwei Yingli’s registered capital (the “Shareholder Loan”). The Series B Warrant is not transferable and is subject to certain cancellation and return features. Upon the conversion of the Shareholder Loan any unexercised Series B Warrants will be automatically cancelled and the Series B preferred shareholders are obligated to return any shares issued under the exercise of the warrants. If the Series B preferred shareholders have sold their ordinary shares issued under the exercise of the warrants, then the Series B preferred shareholders will pay the Company an amount to be mutually determined between the Company and such Series B preferred shareholders.

      For Series B Preferred Shares that were issued with warrants, the Series B Warrant and Series B Preferred Shares were recorded at their relative fair value of US$850,482 (RMB 6,650,603) and US$92,649,512 (RMB 724,500,650), respectively, in aggregate or US$0.42(RMB3.30) and US$4.79 (RMB37.46), respectively, on a per share basis. The relative fair value of the Series B Warrant was recorded as a discount to the issuance price of the Series B Preferred Share and a corresponding increase to additional paid-in capital. The Company has determined that there was no embedded beneficial conversion feature attributable to the Series B Preferred Shares that were issued with warrants at the commitment date, since US$4.79, the effective conversion price of the Series B Preferred Shares, was greater than US$4.74, the fair value of the Company’s ordinary shares. The estimated fair value of the underlying Series B preferred shares at the commitment date was determined by management based on a contemporaneous valuation also conducted by American Appraisal supplemented by the forecasted profitability and cash flows of the

F-40

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

Company’s business. The relative fair value of the Series B Warrant was estimated on the date of grant using the Black-Scholes option-pricing model based on the following assumptions: expected dividend yield of 0%, expected volatility rate of 47%, risk-free interest rate of 5.05% and expected term of 0.3 years. The resulting amount was then discounted by 90% to take into account management’s estimation and probability of the warrants not being exercised since the warrants are automatically cancelled upon the conversion of the Shareholder Loan into Tianwei Yingli’s registered capital. The estimated fair values of the Series B Preferred Shares and underlying ordinary shares at the commitment date was also determined by management based on a contemporaneous valuation also conducted by American Appraisal supplemented by the forecasted profitability and cash flows of the Company’s business.

      Further, the Company has determined that there was no embedded beneficial conversion feature attributable to the Series B Preferred Shares that were issued without warrants at the commitment date, since US$4.835, the initial conversion price of the Series B Preferred Shares, was greater than US$4.74, the fair value of the Company’s ordinary shares.

      The Series B Preferred Shares are redeemable for cash at the option of the majority of the holders at any time after September 28, 2009, at a redemption price of US$154,360,000 (RMB 1,205,350,932) equal to the Series B Preferred Shares issuance price plus 12% per annum. Consequently, the Series B Preferred Shares are classified outside of permanent equity of the Company as of December 31, 2006. The accretion from Series B Preferred Share’s initial carrying value of US$112,649,514 (RMB 880,896,663) to Series B Preferred Share’s redemption value of US$154,360,000 (RMB 1,205,350,932) is reflected as a reduction to earnings to arrive at net income applicable to ordinary shareholder in the accompanying consolidated statement of income and amounted to US$408,469 (RMB 3,218,654) for the period August 7, 2006 to December 31, 2006.

      One customer, with sales that accounted for more than 10% of the Company’s net revenue, during the period August 7, 2006 to December 31, 2006, purchased 2,068,252 Series B Preferred Shares.

      As of December 31, 2006, the Series A Preferred Shares and Series B Preferred Shares (collectively the “Preferred Shares”) are comprised of the following:

	Original Issue		Shares		Shares Issued		Carrying Amount
Series	Price Per Share		Authorized		and Outstanding
	USD						USD		RMB
A		2.10		8,081,081		8,081,081		17,224,591		134,501,664
B		4.835		24,405,377		23,474,663		113,057,983		882,835,869
				32,486,458		31,555,744

      The holders of Preferred Shares have various rights and preferences as follows:

Voting

      The holders have the right to one vote for each share of ordinary shares into which such shares can be converted at the voting date.

F-41

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

Dividends

      Holders of the preferred shares are entitled to participate in dividends at the same rate per share as the ordinary shares, prior and in preference to any declaration or payment of any dividend on the ordinary shares, when and if declared by the Board of Directors. No dividends on preferred and ordinary shares have been declared since the issuance date through December 31, 2006.

Liquidation

      In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, the holders of preferred shares shall be entitled to receive an amount per share equal to 100% of the original issue plus all dividends accrued, or declared and unpaid. If the assets and funds distributed among the holders are insufficient to permit the payment of the full preferential amounts, then the entire assets and funds legally available for distribution shall be distributed ratably among the holders of the preferred shares in proportion to their full preferential amounts. After payment of the full amounts from above, the remaining assets of the Company available for distribution shall be distributed ratably among the holders of preferred shares and ordinary shares in proportion to the number of outstanding shares hold by each such holder.

Conversion

      Each share of preferred share is convertible, at the option of the holder, at any time after the date of issuance of such share for such preferred share according to a conversion ratio, subject to adjustment for dilution. Each share of preferred share shall be convertible into the number of shares of ordinary shares determined by dividing the applicable original issuance price by the conversion price. At December 31, 2006, each share of preferred share is convertible into one ordinary share.

      Each share of preferred share automatically converts into the number of shares of ordinary share into which such shares are convertible upon the earlier of any of the following events: (i) affirmative election of the holders of a majority of the preferred shares then outstanding, voting together as a single class, or (ii) the closing of a first firm commitment underwritten public offering of ordinary shares, resulting in net proceeds to the Company of at least US$100 million and a total market capitalization of at least US$750 million.

      At December 31, 2006, the Company had reserved 32,486,458 shares of ordinary shares for the conversion of the preferred shares.

Purchase price adjustment

      If Tianwei Yingli does not reach a certain level of Net Income (defined as consolidated profit after taxes, excluding any non-recurring or extraordinary items and adding back stock option charges, as reported in accordance with US GAAP) in 2006 and 2007, Yingli Power, the Company’s controlling shareholder, will transfer to the Series A and B Preferred Shareholder ordinary shares of the Company that Yingli Power holds pursuant to a pre-determined formula. The Company has agreed to convert such certain number of shares into Series A and B Preferred Shares at a ratio of 1 to 1. Management believes Tianwei Yingli met its 2006 Net Income target and as a result there was no purchase price adjustment in 2006. The 2007 purchase price adjustment will be waived if the Preferred Shares are converted to ordinary shares before the 2007 Net Income becomes available.

F-42

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

(18) Ordinary Shares

      The Company’s Article of Associations, as amended on December 20, 2006, authorizes the Company to issue 967,513,542 shares of US$0.01 par value ordinary shares. As part of the Reorganization described in Note 1, on August 7, 2006, Yingli Power subscribed for 50,000,000 of the Company’s ordinary shares at par value of US$0.01 per share. On September 25, 2006, Yingli Power subscribed for an additional 9,800,000 of the Company’s ordinary shares for cash consideration of US$100,000.

(19) Earnings per share

Basic and diluted earnings per share

      Basic earnings per share and diluted earnings per share have been calculated in accordance with SFAS No. 128 and EITF Issue No. 03-06 for the year ended December 31, 2006 as follows:

		August 7, 2006
		(date of inception) to
		December 31, 2006
Numerator:
Net income			30,016,682
	Accretion to Series A and B Preferred Shares redemption value		(6,968,903	)
	Earnings allocated to participating preferred shareholders		(2,478,968	)
Numerator for basic earnings per share			20,568,811
Effect of dilutive securities			—
Numerator for diluted earnings per share			20,568,811
Denominator:
Denominator for basic earnings per share — Weighted-average ordinary shares outstanding			56,510,959
Series A Preferred Share Warrant			243,416
Series B Preferred Share Warrant			151,503
Denominator for diluted earning per share			56,905,878
Basic earnings per share			0.36
Diluted earnings per share			0.36

      Net income, after deducting accretion to holders of preferred shareholders, has been allocated to the ordinary share and preferred shares based on their respective rights to share in dividends.

      The computation of diluted income per share for the period August 7, 2006 to December 31, 2006, did not assume conversion of the Series A and B Preferred Shares because, when applying the if-converted method, the effect of the ordinary shares issuable upon conversion of Series A and B Preferred Shares, including the maximum number of 31,555,744 shares issuable under the conversion terms of the Series A and B Preferred Shares agreement as described in note 17, was anti-dilutive. The conversion of the Series A and B Preferred Shares was anti-dilutive because the amount of the accretion to the Series A and B Preferred Shares redemption value for the period per ordinary share obtainable upon conversion on a weighted average outstanding basis exceeded basic earnings per share.

F-43

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

      Potential dilutive securities also consisted of 5,458,768 ordinary shares issuable upon conversion of Mandatory Convertible Bonds payable to Yingli Power, 610,929 shares issuable upon the exercise of employee stock options and 2,068,252 ordinary shares issuable upon the exercise of warrants to purchase the Company’s shares as described in note 11. The conversion of the Mandatory Convertible Bonds payable to Yingli Power was anti-dilutive because the amount of interest expense attributable to the Mandatory Convertible Bonds payable to Yingli Power for the period per ordinary share obtainable upon conversion on a weighted average outstanding basis exceeded basic earnings per share. The employee stock options and the warrant issued to China Sunshine Investment Co., Ltd (note 11) to purchase the Company’s ordinary shares were anti-dilutive because the number of shares which could be acquired under the treasury stock method exceeded the number of shares required to be issued upon exercise of the employee stock options and the warrant.

      On August 25, 2006, Yingli Green Energy entered into a Sino-foreign equity joint venture company contract with Tianwei Baobian under which the Company granted to Tianwei Baobian a right to subscribe for newly issued ordinary shares of the Company in exchange for all but not part of Tianwei Baobian’s equity interest in Tianwei Yingli. Tianwei Baobian may exercise this subscription right only after certain conditions are satisfied following the completion of the Company’s IPO. These subscription rights do not have an effect on earnings per share as these are contingent on the fulfilment of certain conditions in the future.

(20) Related-Party Transactions

a) Amounts due from related parties:

		Predecessor
		December 31,		December 31,		September 4,		December 31,
		2004		2005		2006		2006
		RMB		RMB		RMB		RMB
Loans to Yingli Group			8,446,964		8,847,268		59,847,268		—
Prepayments for material purchases			—		15,000,000		3,902,773		4,857,752
Other			1,297,803		2,122,659		13,433,879		8,300,000
	Total amounts due from related parties		9,744,767		25,969,927		77,183,920		13,157,752

Loans to Yingli Group

      Loans of RMB 8,446,964 were issued to Yingli Group prior to 2004. The Company provided additional loans to Yingli Group of nil, RMB 400,304, RMB 51,000,000 and RMB 64,000,000 during the years ended December 31, 2004, December 31, 2005, the period January 1, 2006 to September 4, 2006 and the period August 7, 2006 to December 31, 2006, respectively. All loans to Yingli Group were provided to support the operating activities of Yingli Group. The amounts due from Yingli Group were unsecured, interest-free and had no definite terms of repayment. Yingli Group repaid the outstanding loans of RMB 123,847,268 in full during the period August 7, 2006 to December 31, 2006.

Prepayments for material purchases

      During the year ended December 31, 2005, the period January 1, 2006 to September 4, 2006 and the period August 7, 2006 to December 31, 2006, the Company made prepayments of nil, RMB 1,549,531 and RMB 2,381,148, respectively, to a subsidiary of Yingli Group for the purchase of packaging materials. The

F-44

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

outstanding balance was reduced by purchases of packaging materials by nil, RMB 1,137,554 and RMB 1,423,746 during the year ended December 31, 2005, the period January 1, 2006 to September 4, 2006 and the period August 7, 2006 to December 31, 2006, respectively.

      The Company also made prepayments of RMB 15,000,000, RMB 5,026,818, and RMB 2,681,611 to a company that has a shareholder who is a member of the Company’s senior management, for the purchase of raw materials during the year ended December 31, 2005, the period January 1, 2006 to September 4, 2006 and the period August 7, 2006 to December 31, 2006, respectively. The purchases related to the RMB 15,000,000 of prepayment made in 2005, did not occur and the amount was fully repaid in January 2006. The outstanding balance was reduced by purchases of raw materials by nil, RMB 1,891,838 and RMB 2,328,218 during the year ended December 31, 2005, period January 1, 2006 to September 4, 2006 and the period August 7, 2006 to December 31, 2006, respectively.

      The Company paid RMB 900,000 and nil to a subsidiary company of Tianwei Group (the parent company of Tianwei Baobian) for the purchase of raw materials during the period January 1, 2006 to September 4, 2006 and the period August 7, 2006 to December 31, 2006, respectively. The amount was reduced by purchases of raw material of RMB 544,184 and RMB 355,816, during the period January 1, 2006 to September 4, 2006 and the period August 7, 2006 to December 31, 2006, respectively.

      The amount of prepayments to related parties for material purchases have been classified as current because the amount as of each balance sheet date is expected to be utilized within 12 months.

Other

      Other includes an amount due from management of RMB 1,297,803 and RMB 2,122,659 as of December 31, 2004 and December 31, 2005, respectively, for cash advances to management employee to be used for conducting the Company’s business activities, including air transportation, hotels, meals and entertainment. During the year ended December 31, 2005 and the period ended September 4, 2006, the amounts were subsequently charged to expense when the expenses were incurred. During the period January 1, 2006 to September 4, 2006 and the period August 7, 2006 to December 31, 2006, all cash advances to management employees were made and charged to expenses within the same period.

      As of September 4, 2006, other also includes expenses paid by Tianwei Yingli on the behalf of Yingli Green Energy for costs in connection with Yingli Green Energy’s initial public offering of RMB 5,133,879 during the period January 1, 2006 to September 4, 2006. Such amounts are included as deferred offering costs in the balance sheet as of December 31, 2006.

      During the period January 1, 2006 to September 4, 2006 and period August 7, 2006 to December 31, 2006, the Company made payments to Tianwei Group of RMB 8,300,000 and RMB 8,240,000. The payments were made as deposits for Tianwei Baobian to secure letter of credit issued to certain overseas equipment suppliers and is to be reclassified to “construction in progress” when Tianwei Group pays the amount to the equipment suppliers on the Company’s behalf. The outstanding balances were RMB 8,300,000 and RMB 8,300,000 as of September 4, 2006 and December 31, 2006, respectively.

b) Capital Subscription Receivable

      As of December 31, 2004, December 31, 2005, Yingli Group owed Tianwei Yingli RMB 5,000,000 and RMB 5,000,000 for subscribed capital. This subscription receivable was settled on August 14, 2006, through a profit appropriation (dividend) which Yingli Group contributed to Tianwei Yingli.

F-45

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

c) Amounts Due to Related Parties

		Predecessor
		December 31,			December 31,			September 4,			December 31,
		2004			2005			2006			2006
		RMB			RMB			RMB			RMB
Borrowings from related parties			(8,100,000	)		(100,350,000	)		(21,800,000	)		(31,849,352	)
Payables to related parties			—			(1,800,000	)		(1,150,000	)		(1,991,793	)
Amount due to Tibetan Yingli			—			(8,000,000	)		(8,000,000	)		—
	Total amounts due to related parties		(8,100,000	)		(110,150,000	)		(30,950,000	)		(33,841,145	)

Borrowings from related parties

      In 2002, the Company borrowed RMB 8,000,000 from Tianwei Baobian, which bore interest at a rate of 7.56% per annum and was due on demand and repaid during the period August 7, 2006 to December 31, 2006. During 2005, the Company borrowed an additional RMB 8,000,000 from Tianwei Baobian and repaid the same amount later in 2005. Such loan was interest free and had no specific repayment date. During the year ended 2005, the Company also borrowed an additional RMB 92,250,000 from Tianwei Baobian and its subsidiaries. This loan was unsecured, interest-free, had no specific due date and was paid during the period January 1, 2006 to September 4, 2006. In addition, during the period January 1, 2006 to September 4, 2006, the Company borrowed and repaid within that period an additional RMB 7,200,000 from Tianwei Baobian. Such loan was interest free and had no specific repayment date.

      The Company received an interest free loan from a member of management of RMB 100,000 prior to 2002. The Company also received an interest free loan of RMB 13,100,000 from members of management during the period January 1, 2006 to September 4, 2006, of which RMB 52,400 was repaid during the period August 7, 2006 to December 31, 2006. The loans were received to support the Company’s cash flow needs. The interest free loans had no specific due dates and were issued solely for cash. No other rights or privileges were exchanged and therefore no interest has been imputed.

      The Company also borrowed RMB 600,000 from Yingli Group during the period January 1, 2006 to September 4, 2006. Such loan was interest free and had no specific repayment date. During the period August 7, 2006 to December 31, 2006, the Company borrowed an additional RMB 322,449 from Yingli Group and repaid the original RMB 600,000 loan due to Yingli Group. All loans made were to support the Company’s cash flow needs.

      During the period August 7, 2006 to December 31, 2006, the Company borrowed RMB 20,000,000 from a company 51% and 49% owned by Tianwei Group, the parent company of Tianwei Baobian, and Yingli Group, respectively. Such loan was interest free and had no specific repayment date. The Company repaid RMB 1,620,697 during the period August 7, 2006 to December 31, 2006 and the remaining RMB 18,379,303 was repaid on January 11, 2007.

      The Company’s interest free borrowings from related parties had no specific due dates and were issued solely for cash. No other rights or privileges were exchanged and therefore no interest has been imputed.

F-46

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

Payables to related parties

      During the year ended December 31, 2005, the Company received advance payments for the sale of raw material inventory of RMB 3,643,645, from a company that has an equity shareholder who is a member of the Company’s senior management. The advance payment was reduced by sales to the related party of RMB 1,993,645, during 2005 and was further reduced by RMB 500,000 during the period January 1, 2006 to September 4, 2006.

      The Company also purchased RMB 150,000 during the year ended December 31, 2005 for cleaning products and office supplies from an entity controlled by Yingli Group. The Company paid the amount of RMB 150,000 during the period January 1, 2006 to September 4, 2006.

      Payables to related parties also include an amount of RMB 841,793 due to a subsidiary company of Tianwei Group. The Company purchased RMB 2,341,793 and paid RMB 1,500,000 for purchase of raw materials, during the period August 7, 2006 to December 31, 2006.

Amount due to Tibetan Yingli

      On December 31, 2005 and September 4, 2006, the amount due to Tibetan Yingli represents the unpaid purchase price to acquire additional 40% of equity interest of Tibetan Yingli. During the period August 7, 2006 to December 31, 2006, the amount was repaid pursuant to the approval of Board of Tibetan Yingli’s by offsetting the amount due with advances of an equivalent amount made by the Company to Tibetan Yingli (note 9).

(21) Capital Commitments

      As of December 31, 2006, commitments outstanding for the purchase of property, plant and equipment approximated RMB 513,291,324 million.

      As of December 31, 2006, commitments outstanding for the purchase of polysilicon approximated RMB 1,841,601,185.

F-47

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

(22) Net Asset Purchase

      On March 31, 2005, the Company acquired certain assets and assumed certain liabilities of Baoding Rectifier Co., Ltd (“Baoding Rectifier”) for cash consideration of RMB 1,000,000, which was paid in August 2006. Baoding Rectifier is located next to the Company’s main operating plant in Baoding, PRC. Since 2003, Baoding Rectifier had discontinued its operations and was no longer producing or selling products or services. The Company acquired the assets of Baoding Rectifier in order to obtain the building and land use rights held by Baoding Rectifier and use it for its manufacturing operations. The acquired assets and liabilities did not constitute a business within the meaning of EITF 98-3 Determining Whether a Nonmonetory Transaction Involves Receipt of Productive Assets or of a Business. Therefore, the Company did not account for the acquisition of assets and liabilities as a business combination. The assets and liabilities acquired by the Company are stated at their relative fair values, as follows:

	RMB
Assets acquired:
Property, plant and equipment		3,042,347
Land use rights		6,984,391
Other assets		67,548
Deferred income tax assets		228,998
Total assets acquired		10,323,284
Liabilities assumed:
Short term borrowing		70,000
Accounts payable		171,512
Unpaid salary and welfare costs		7,626,712
Income tax payable		1,455,060
Total liabilities assumed		9,323,284

(23) Step-up Acquisitions

     (a)  Goodwill

      The Company accounts for its step-up acquisitions of the equity interests in Tianwei Yingli using the purchase method. This method requires that the acquisition cost to be allocated to the assets acquired, including separately identifiable intangible assets, and liabilities assumed based on a pro-rata share of their estimated fair values. The Company makes estimates and judgments in determining the fair value of the assets acquired and liabilities assumed based on independent appraisal reports as well as its experience in valuation of similar assets and liabilities. If different judgments or assumptions were used, the amounts assigned to the individual acquired assets or liabilities could be materially different.

      The Company did not have any goodwill prior to November 20, 2006. Goodwill in the amount of RMB 3,984,994 arose during the period August 7, 2006 to December 31, 2006 resulting from the Company’s acquisition of 2.98% minority interest in Tianwei Yingli (as described below).

F-48

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

Acquisition of additional equity interest in Tianwei Yingli to 53.98% from 51%

      On November 20, 2006, the Company made an equity contribution of RMB 130,940,000 into Tianwei Yingli, which increased the Company’s equity interest in Tianwei Yingli to 53.98% from 51% and diluted the minority shareholder’s interest in Tianwei Yingli to 46.02%. The acquisition of the minority interest was accounted for by the Company using the purchase method of accounting.

      The following table summarizes the purchase price allocated to the fair value of the Company’s share of the net assets acquired at acquisition date:

		RMB
Total cash consideration			130,940,000
Less: Ownership interest in cash consideration (53.98%×130,940,000)			(70,681,412	)
Net cash consideration			60,258,588
Net tangible assets acquired			7,891,594
Identifiable intangible assets:
	Trademarks		5,044,000
	Technical know-how		25,432,000
	Customer relationships		7,141,000
	Order backlog		2,268,000
	Short-term supplier contracts		2,761,000
	Long-term supplier contracts		5,736,000
Goodwill			3,984,994
Purchase price allocated			60,258,588

      The purchase price allocation for the acquisition is primarily based on an appraisal also performed by American Appraisal together with the managements assessment based on their experience in photovoltaic manufacturing business in the PRC.

     Acquisition of additional equity interest in Tianwei Yingli to 62.13% from 53.98%

      On December 18, 2006, the Company made an additional equity contribution of RMB 484,840,000 to Tianwei Yingli, which increased the Company’s equity interest in Tianwei Yingli into 62.13% from 53.98% and diluted the minority shareholder’s interest in Tianwei Yingli to 37.87%. The acquisition of the minority interest was accounted for by the Company using the purchase method and was funded in part by the proceeds from the issuance of the Mandatory Convertible and Redeemable Bonds (note 11).

F-49

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

      The following table summarizes the purchase price allocated to the fair value of the Company’s share of the net assets acquired at acquisition date:

		RMB
Total cash consideration			484,840,000
Less: Ownership interest in cash consideration (62.13%×484,840,000)			(301,231,092	)
Net cash consideration			183,608,908
Net tangible assets acquired			22,807,970
Identifiable intangible assets
	Trademarks		10,554,310
	Technical know-how		82,176,443
	Customer relationships		15,485,165
	Order backlog		9,683,048
	Short-term supplier contracts		1,541,827
	Long-term supplier contracts		41,360,145
Purchase price allocated			183,608,908

      The purchase price allocation for the acquisition is primarily based on an appraisal also performed by American Appraisal together with the management’s assessment based on their experience in PV manufacturing business in the PRC.

     (b)  Intangible Assets

      As of December 31, 2004, December 31, 2005 and September 4, 2006, the Company had an intangible asset related to an acquired technical license. The intangible asset and related accumulated amortization are as follows:

		Predecessor
		December 31,			December 31,			September 4,
		2004			2005			2006
		RMB			RMB			RMB
Technical license
Cost			450,000			450,000			450,000
Less: Accumulated amortization			(75,000	)		(165,000	)		(450,000	)
	Intangible asset, net		375,000			285,000			—

F-50

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

      As of December 31, 2006, the Company’s intangible assets related to the Company’s acquisitions of minority interest in Tianwei Yingli and consisted of the followings:

		December 31, 2006
			Gross
		Amortization	carrying		Accumulated		Intangibles,
		period	amount		amortization		net
		Years	RMB		RMB		RMB
Trademark		Indefinite		15,598,310		—		15,598,310
Technical know-how		6		107,608,443		(927,492)		106,680,951
Customer relationship		6		22,626,165		(218,269)		22,407,896
Order backlog		1.5		11,951,048		(383,179)		11,567,869
Short-term supplier agreements		less than 1 year		4,302,827		(716,344)		3,586,483
Long-term supplier agreements		5-9 beginning 2009		47,096,145		—		47,096,145
	Total			209,182,938		(2,245,284)		206,937,654

      Technical know-how represents self-developed technologies, which were feasible at the acquisition date and include the design and configuration of the Company’s PV manufacturing line, manufacturing technologies and process for high efficiency silicon solar cells and provision of innovations for continuous improvement of cell efficiencies and manufacturing cost reduction. The Company estimated that the economic useful life of technical know-how is 6 years by taking into consideration of the remaining life cycle of the current manufacturing technologies.

      The Company estimated the useful life of the customer relationships based primarily on the historical experience of the Company’s customer attrition rate and the Company estimates of sales to these customers in future years. A straight-line method of amortization has been adopted as the pattern in which the economic benefit of the customer relationship are used, can not be reliably determined. Order backlog represents several unfulfilled sales agreements where delivery of goods is scheduled through June 2008. The estimated fair values of short-term and long-term supply agreements were determined based on the present value of the after-tax cost savings of the Company’s long-term and short-term supply agreements. The after-tax cost savings of the Company’s long-term and short-term supply agreements were based on the difference of price of polysilicon between the agreed purchase price per the supply contracts and the forecasted spot market price at time of the forecasted inventory acquisition. The after-tax costs savings also considered the interest impact of making the pre-payments in accordance with the supply agreements payment terms. The Company estimated the useful life of the short-term and long-term supply agreements based upon the contractual delivery periods specified in each agreement. The long-term supply agreements relate to two long-term polysilicon supply agreements with delivery period commencing in 2009. The intangible asset in connection with these two agreements will be amortized over the delivery period of 5 and 9 years, commencing in 2009.

F-51

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

      The aggregate amortization expense for intangibles August 7, 2006 to December 31, 2006 was RMB 2,245,284. Amortization expense related to i) customer relationships and order backlog of RMB 601,448 is recorded in selling expense, ii) technical know-how of RMB 927,492 is recorded in general and administrative expense amortization, and iii) supplier agreements of RMB 716,344 is recorded in cost of revenues. As of December 31, 2006, the estimated amortization expense for the next five years is as follows:

	December 31, 2006
	RMB
2007		32,088,278
2008		24,134,933
2009		26,277,201
2010		26,277,201
2011		26,277,201
		135,054,814

(24) Geographic Revenue Information

      The following summarizes the Company’s revenue from the following geographic areas (based on the location of the customer):

		Predecessor
											August 7, 2006
								January 1,			(date of
		Year Ended			Year Ended			2006 to			inception) to
		December 31,			December 31,			September 4,			December 31,
		2004			2005			2006			2006
		RMB			RMB			RMB			RMB
Europe:
	— Germany		80,462,529			238,983,858			602,785,544			406,889,138
	— Spain		—			28,500,778			78,595,263			157,473,909
	— Austria		6,476,061			19,971,063			—			—
	— Others		—			8,586,846			66,250,764			22,202,092
Subtotal-Europe			86,938,590			296,042,545			747,631,571			586,565,139
PRC (excluding Hong Kong, Macau and Taiwan)			28,791,109			57,292,144			30,940,554			50,027,539
Hong Kong			—			—			83,799,181			70,785,984
United States of America			—			6,462,421			13,502			40,563,727
Other countries			4,761,163			4,984,512			32,961,274			6,854,577
Total gross revenue			120,490,862			364,781,622			895,346,082			754,796,966
Sales tax and surcharge			(8,242	)		(2,987,288	)		(11,357,591	)		(4,208	)
	Total net revenues		120,482,620			361,794,334			883,988,491			754,792,758

F-52

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

(25) Subsequent Events

a)     Issuance of additional Series B Preferred Shares

      From January 1, 2007 through January 13, 2007, the Company issued an additional 930,714 Series B Preferred Shares to two investors for an aggregated purchase price of US$4,500,000. In connection with the issuance of these Series B Preferred Shares, the Company issued warrants to purchase 105,603 of ordinary shares to the investors. These warrants are subject to certain cancellation and return features as described in note 17.

b)     Insuance of restricted stock

      On January 19, 2007 and under the Plan, the Company’s board of directors granted to DBS Trustee Limited, or the “trustee”, an aggregate of 2,576,060 restricted shares for the benefit of 68 trust participants, consisting of an aggregate of 1,576,300 restricted shares granted to eight directors and officers of the Company and Tianwei Yingli and an aggregate of 999,760 restricted shares granted to 60 other employees pursuant to a restricted stock award agreement and a trust deed. The trustee will hold the restricted shares in trust and will be the registered holder of the restricted shares until such shares are vested, forfeited or repurchased by instructions to the trustee in connection with the administration of the trust. The fair value of each restricted share is RMB 38.58 (US$4.96) at the grant date as determined by the fair value of the underlying ordinary shares. The related compensation expense will be amortized on straight-line basis over a 5-year vesting period.

c)     Loans Guaranteed by Tianwei Group

      In January 2007, the Company received a loan extended by Bank of China to Tianwei Yingli in a principal amount of US$3.3 million at an interest rate of 6.21% per annum. The loan was guaranteed by Tianwei Group was and repaid on March 5, 2007.

      In February 2007, the Company obtained loans of RMB 145.0 million in the aggregate from China Everbright Bank, China CITIC Bank and Bank of Communications. The loans bear interest rate at 6.12% per annum and were guaranteed by Tianwei Baobian. The loans all mature within one year.

     d) Issuance of Additional Series B Warrants

      In March 2007, we entered into an agreement to issue to the Series B preferred shareholders (other than the three investors who had made advance payments) additional warrants with terms similar to the previously issued Series B Warrants to purchase an aggregate of 688,090 of our ordinary shares at a per share price of US$0.01 in exchange for the early termination of an escrow arrangement which removed the restriction on the proceeds of US$19.6 million that were received from the issuance and sale of the Series B Preferred Shares that took place from December 20, 2006 through January 13, 2007.

     e) Amendment to the 2006 Stock Incentive Plan and the Board of Directors’ Approval for New Grants

Amendment to the 2006 Stock Incentive Plan

      In April 2007, the Company’s board of directors approved, subject to shareholders’ approval, an amendment to the Company’s 2006 stock incentive plan to increase the number of ordinary shares that the Company is authorized to issue under the 2006 stock incentive plan from 3,394,054 shares to

F-53

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

8,240,658 shares. Among these shares, up to 2,715,243 shares may be issued for the purposes of granting awards of restricted shares and up to 5,525,415 shares may be issued for the purpose of granting options. The amendment did not change any other material provisions of the 2006 stock incentive plan.

The Board of Directors’ Approval of New Grants

      In April 2007, the board of directors approved to grant options to purchase an aggregate of 115,000 ordinary shares to three independent directors and one key employee, subject to the completion of the Company’s IPO. These options will have an exercise price per share equal to the public offering price.

      In April 2007, the board of directors also approved to grant an aggregate of 45,000 restricted shares to the trustee for the benefit of one key employee and one third-party service provider.

(26) Unaudited Pro Forma Information

Pro Forma Condensed Balance Sheet

      If the IPO is completed under the terms presently anticipated that would result in the Company receiving net proceeds of at least US$100 million and the Company achieving a market capitalization exceeding US$750 million, all of the Company’s Series A and Series B redeemable convertible preferred shares and Mandatory Convertible Bonds payable to Yingli Power will automatically convert into 8,081,081, 23,474,663 and 5,458,768 of ordinary shares, respectively, as of the closing of the offering. The unaudited pro forma condensed balance sheet reflects the conversion of the Series A and Series B redeemable convertible preferred shares into ordinary shares on a one for one basis and the conversion of the Mandatory Convertible Bonds payable to Yingli Power. The number of ordinary shares to be issued upon the conversion of the Mandatory Convertible Bonds payable to Yingli Power is equivalent to a 3.73% effective equity interest in Yingli Green Energy on a fully diluted basis, which the Company has estimated based on the number of shares to be issued upon conversion based on Yingli Green Energy’s outstanding shares on a fully diluted basis and the relevant ownership percentage in Tianwei Yingli.

F-54

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

			Pro Forma			Pro Forma
	December 31, 2006		Adjustments			December 31, 2006
	RMB		RMB			RMB
Total assets		2,813,460,893		—			2,813,460,893
Total current liabilities		668,241,087		—			668,241,087
Mandatory convertible bonds payable to Yingli Power		362,530,181		(362,530,181	)		—
Mandatory redeemable bonds payable to Yingli Power		293,109,511		—			293,109,511
Other non-current liabilities		15,996,845		—			15,996,845
Total liabilities		1,339,877,624		(362,530,181	)		977,347,443
Minority interest		387,715,972		—			387,715,972
Series A redeemable convertible preferred shares		134,501,664		(134,501,664	)		—
Series B redeemable convertible preferred shares		882,835,869		(882,835,869	)		—
Shareholders’ Equity Ordinary shares — US$0.01 par value		4,744,652		2,890,352			7,635,004
Additional paid-in capital		35,342,380		1,376,977,362			1,412,319,742
Accumulated other comprehensive income		5,394,953		—			5,394,953
Retained earnings		23,047,779		—			23,047,779
Total shareholders’ equity		68,529,764		1,379,867,714			1,448,397,478
Total liabilities, minority interest, redeemable convertible preferred shares and shareholders’ equity		2,813,460,893		—			2,813,460,893

F-55

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARY

AND

BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD AND SUBSIDIARY (“Predecessor”)

Notes to Consolidated Financial Statements

Pro Forma Earnings Per Share

      The calculation of unaudited pro forma earnings per share assumes the conversion of all shares of Series A and B redeemable convertible preferred shares and the Mandatory Convertible Bonds into ordinary shares as of August 7, 2006 (date of inception). The Company’s pro forma earnings per share calculation is as follows:

		August 7, 2006
		(date of inception) to
		December 31, 2006
		RMB
Numerator:
Net income available to ordinary shares			23,047,779
Earnings allocated to participating preferred shares			2,478,968
Accretion to Series A and B Preferred Shares redemption value			6,968,903
Interest expense on Mandatory Convertible Bonds payable to Yingli Power			4,867,088
Pro forma net income available to ordinary shareholders			37,362,738
Denominator for pro forma basic income per share
Weight average number of ordinary shares outstanding			56,510,959
Shares issuable upon conversion of:
	Series A Preferred Shares		8,081,081
	Series B Preferred Shares		23,474,663
	Mandatory Convertible Bonds payable to Yingli Power		5,458,768
Denominator for pro forma basic earnings per share			93,525,471
Dilutive effect of Series A preferred share warrant			243,416
Dilutive effect of Series B preferred share warrant			151,503
Denominator for pro forma diluted earnings per share			93,920,390
Pro forma earnings per share — basic			0.40
Pro forma earnings per share — diluted			0.40

F-56

Yingli Green Energy Holding Company Limited

                         American Depositary Shares

Representing                          Ordinary Shares

PROSPECTUS

Goldman Sachs (Asia) L.L.C.	UBS Investment Bank
Piper Jaffray	CIBC World Markets

                        , 2007

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our amended and restated articles of association, which will become effective upon the closing of this offering, will provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own dishonesty, fraud or default.

      The form of Underwriting Agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.

      During the past three years, we have issued the following securities (including options to acquire our ordinary shares). We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or under Section 4(2) of the Securities Act regarding transactions not involving a public offering.

						Underwriting
	Date of Sale or			Consideration in		Discount and
Purchaser	Issuance	Number of Securities		U.S. dollars		Commission
Yingli Power Holding Company Ltd.	August 7, 2006		50 million ordinary shares		US$500,000		None
Yingli Power Holding Company Ltd.	September 25, 2006	9.8 million ordinary shares			US$98,000		None
Inspiration Partners Limited	September 28, 2006	8,081,081 Series A preferred shares			US$17 million(1)		None
TB Management Ltd.	September 28, 2006	Warrant to purchase 678,811 ordinary share			No consideration (1)		None
Yingli Power Holding Company Ltd.	November 13, 2006	Mandatory convertible bonds with the principal amount of US$47 million			US$47 million		None
Yingli Power Holding Company Ltd.	November 13, 2006	Mandatory redeemable bonds with the principal amount of US$38 million			US$38 million		None

II-1

					Underwriting
	Date of Sale or		Consideration in		Discount and
Purchaser	Issuance	Number of Securities	U.S. dollars		Commission
Baytree Investments (Mauritius) Pte Ltd. and 13 other investors	During the period from December 20, 2006 through January 13, 2007	24,405,377 Series B preferred shares		US$118 million (2)		None
Baytree Investments (Mauritius) Pte Ltd. and ten other investors	During the period from December 20, 2006 through January 13, 2007	Warrants to purchase 2,112,057 ordinary shares		No consideration (2)		None
Baytree Investments (Mauritius) Pte Ltd. and ten other investors	On or about March 27, 2007	Warrants to purchase 688,090 ordinary shares		No consideration (3)		None
China Sunshine Investment Co., Ltd.	December 29, 2006	Warrant to purchase 2,068,252 ordinary shares		No consideration (4)		None

Notes:

(1)	US$211,341 of the consideration paid for the Series A preferred shares has been allocated on a relative fair value basis to the warrant issued to TB Management Ltd., an affiliate of Inspiration Partners Limited. See “Restructuring — Private Equity Investments and Other Financings Following the Restructuring” in the prospectus which forms part of this registration statement.
(2)	US$887,064 of the consideration paid for the Series B preferred shares has been allocated on a relative fair value basis to the warrant issued to Baytree Investments (Mauritius) Pte Ltd. and ten other Series B investors. See “Restructuring — Private Equity Investments and Other Financings Following the Restructuring” in the prospectus which forms part of this registration statement.
(3)	The warrants were issued in consideration of the early termination of an escrow arrangement which removed the restriction on the proceeds of US$19.6 million that were received from the issuance and sale of the Series B preferred shares that took place from December 20, 2006 through January 13, 2007.
(4)	The warrant was issued to China Sunshine Investment Co., Ltd. pursuant to the repayment agreement, dated December 29, 2006, among us, Tianwei Yingli, China Foreign Economic and Trade Trust & Investment Co., Ltd. and China Sunshine Investment Co., Ltd. We recorded US$599,000 representing the fair value of the warrant as part of the cost to extinguish the convertible loan. See “Restructuring — Private Equity Investments and Other Financings Following the Restructuring” in the prospectus which forms part of this registration statement.

     See “Management — 2006 Stock Incentive Plan” in the prospectus which forms part of this registration statement for a list of all options and restricted shares to be granted by us.

      (b) Financial Statement Schedules

      Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in our consolidated financial statements or the notes thereto.

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

      (a) Exhibits

      See Exhibit Index beginning on page II-6 of this registration statement.

II-2

ITEM 9. UNDERTAKINGS.

      The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

      The undersigned registrant hereby undertakes that:

      (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

      (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3) For the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

      (4) For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-3

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Baoding, Hebei, People’s Republic of China, on May 11, 2007.

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

By:  /s/ Liansheng Miao

Name: Liansheng Miao

Title: Chairperson of the Board,

Chief Executive Officer

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Liansheng Miao, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Under the requirements of the Securities Act, this registration statement has been signed by the following persons on May 11, 2007 in the capacities indicated.

Signature	Title
/s/ Liansheng Miao Liansheng Miao	Chairperson of the Board/Chief Executive Officer (principal executive officer)
/s/ Zongwei Li Zongwei Li	Chief Financial Officer (principal financial and accounting officer)
/s/ Shujun Li Shujun Li	Director
/s/ George Jian Chuang George Jian Chuang	Director
/s/ Xiangdong Wang Xiangdong Wang	Director

II-4

Signature of Authorized U.S. Representative

      Under the Securities Act, the undersigned, the duly authorized representative in the United States, of Yingli Green Energy Holding Company Limited has signed this registration statement or amendment thereto in Newark, Delaware, on May 11, 2007.

Authorized U.S. Representative

Law Debenture Corporate Services Inc.

By:  /s/ Jasmine Marrero

Name: Jasmine Marrero

Title:  Manager

II-5

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

EXHIBIT INDEX

Exhibit
Number			Description of Document
	1	.1*	Form of Underwriting Agreement
	3	.1	Second Amended Memorandum and Articles of Association of the Registrant, as currently in effect
	3	.2	Form of the Third Amended and Restated Memorandum and Articles of Association of the Registrant
	4	.1	Form of Registrant’s American Depositary Receipt (included in Exhibit 4.3)
	4	.2	Registrant’s Specimen Certificate for Ordinary Shares
	4	.3	Form of Deposit Agreement among the Registrant, the depositary and Owners and Beneficial Owners of the American Depositary Shares issued thereunder
	4	.4	Series A Preferred Share Purchase Agreement, dated as of September 20, 2006, among the registrant and Inspiration Partners Limited, Yingli Power Holding Company Ltd. and Liansheng Miao
	4	.5	Series A Preferred Shareholders Agreement, dated as of September 20, 2006, among the registrant and Inspiration Partners Limited, Yingli Power Holding Company Ltd. and Liansheng Miao
	4	.6	Amendment Agreement, dated as of September 28, 2006, among the registrant and the parties thereto, amending the Series A Preferred Shares Purchase Agreement and the Series A Preferred Shareholders Agreement
	4	.7	Ordinary Shares Purchase Warrant, dated as of September 28, 2006, issued to TB Management Ltd.
	4	.8	Trust Deed, dated as of November 13, 2006, between the registrant and DB Trustees (Hong Kong) Limited, as trustee
	4	.9	Subscription Agreement, dated as of November 13, 2006, between the registrant and Yingli Power Holding Company Ltd.
	4	.10	Amended and Restated Series B Preferred Share Purchase Agreement, dated as of December 15, 2006 by and among the Registrant, Yingli Power Holding Company Ltd., Liansheng Miao and the investors listed on Schedule I thereto
	4	.11	Second Amended and Restated Shareholders Agreement, dated as of December 15, 2006 by and among the Registrant, Liansheng Miao, Yingli Power Holding Company Ltd., Inspiration Partners Limited and the investors listed on Schedule I thereto
	4	.12	Warrant Side Letter, dated December 20, 2006, by and between the Registrant and Baytree Investments (Mauritius) Pte Ltd.
	4	.13	Form of Ordinary Shares Purchase Warrant issued to certain Series B preferred shareholders
	4	.14	Ordinary Shares Purchase Warrant, dated as of December 29, 2006, issued to China Sunshine Investment Co., Ltd.
	4	.15	Amendment No. 1 to the Amended and Restated Series B Preferred Share Purchase Agreement and Warrant Side Letter, dated as of March 9, 2007, by and among the Registrant, Yingli Power Holding Company Ltd., Liansheng Miao and Baytree Investments (Mauritius) Pte Ltd.
	5	.1	Form of Opinion of Conyers Dill & Pearman regarding the validity of the ordinary shares being registered
	5	.2	Form of Opinion of Fangda Partners regarding the approval by the China Securities Regulatory Commission of an overseas listing
	8	.1	Form of Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters
	8	.2	Form of Opinion of Simpson Thacher & Bartlett LLP regarding certain U.S. tax matters
	10	.1	2006 Stock Incentive Plan
	10	.2	Form of Employment Agreement between the Registrant and an Executive Officer of the Registrant

II-6

Exhibit
Number			Description of Document
	10	.3	Joint Venture Contract of Baoding Tianwei Yingli New Energy Resources Co., Ltd., dated August 25, 2006, and Supplemental Contracts Nos. 1, 2 and 3 thereto, dated October 10, 2006, November 13, 2006 and December 18, 2006, respectively
	10	.4	Sales Contract, dated November 28, 2006, between Baoding Tianwei Yingli New Energy Resources Co., Ltd. and Sunline AG
	10	.5	Loan Contract For Consignment Loan, dated September 25, 2006, between Baoding Tianwei Yingli New Energy Resources Co., Ltd. (“Tianwei Yingli”) and Agricultural Bank of China Baoding Sanfeng Branch
	10	.6	Maximum Amount Guarantee Contract, dated December 20, 2005, between Baoding Tianwei Baobian Electric Co., Ltd. (“Tianwei Baobian”) and Bank of Communications, Shijiazhuang Branch
	10	.7	Guarantee Contract, dated February 6, 2007, between Tianwei Baobian and Bank of Communications, Shijiazhuang Branch
	10	.8	Maximum Amount Guarantee Contract, dated March 30, 2005, between Tianwei Baobian and China CITIC Industry Bank, Shijiazhuang Branch
	10	.9	Maximum Amount Guarantee Contract, dated August 11, 2005, between Tianwei Baobian and China CITIC Industry Bank, Shijiazhuang Branch
	10	.10	Maximum Amount Guarantee Contract, dated February 6, 2007, between Tianwei Baobian and China CITIC Bank, Shijiazhuang Branch
	10	.11	Guarantee Contract, dated December 21, 2005, Tianwei Baobian and China Construction Bank Corporation, Baoding Tianwei West Road Sub-branch
	10	.12	Guarantee Contract, dated February 17, 2006, between Tianwei Baobian and China Construction Bank Corporation, Baoding Tianwei West Road Sub-branch
	10	.13	Maximum Amount Guarantee Contract, dated September 26, 2005, Tianwei Baobian and China Everbright Bank, Shijiazhuang Sub-branch
	10	.14	Maximum Amount Guarantee Contract, dated February 1, 2007, between Tianwei Baobian and China Everbright Bank, Shijiazhuang Sub-branch
	10	.15	Guarantee Contract, dated September 2005, between Tianwei Baobian and Export-Import Bank of China
	10	.16	Maximum Amount Guarantee Contract, dated September 6, 2005, between Tianwei Baobian and Huaxia Bank Co., Ltd., Shijiazhuang Branch
	10	.17	Maximum Amount Guarantee Contract, dated December 20, 2006, between Baoding Tianwei Group Co., Ltd. (“Tianwei Group”) and Bank of China Limited., Baoding Yuhua Sub-branch
	10	.18	Product Supply Contract, dated January 12, 2006, between Baoding Yitongguangfu Technical Co., Ltd. and Tianwei Yingli
	10	.19	Sports Ground Laying Contract, dated May 5, 2006, between Tianwei Yingli and Baoding Yingli Municipal Public Facilities Company
	10	.20	Baoding Yingli Municipal Public Facilities Company Contract, dated May 26, 2006, between Baoding Yingli Municipal Public Facilities Company and Tianwei Yingli
	10	.21	Purchase and Sale Contract between Tianwei Yingli and Baoding Tianwei Fu Le Metal Accessories Co., Ltd., effective from October 10, 2006 through January 10, 2007
	10	.22	Purchase and Sale Contract between Tianwei Yingli and Baoding Tianwei Fu Xing Aluminum Co., Ltd.
	10	.23	Supply Contract, dated January 17, 2006, between Tianwei Yingli and Baoding Maike Green Food Co., Ltd.

II-7

Exhibit
Number			Description of Document
	10	.24	Agreement, dated May 17, 2006, between Tianwei Yingli and China Foreign Economic and Trade Trust & Investment Co., Ltd.
	10	.25	Repayment Agreement, dated December 29, 2006, among Tianwei Yingli, China Foreign Economic and Trade Trust & Investment Co., Ltd., the registrant and China Sunshine Investment Co., Ltd.
	10	.26	Solar Power Photovoltaic Modules Supply Contract, dated February 26, 2007, between Tianwei Yingli and Unitec Europa, S.A.
	10	.27††	Supply Agreement, dated as of November 9, 2006, between Acciona Energía S.A. and Tianwei Yingli
	10	.28††	Sale and Purchase Agreement, dated as of March 7, 2007, between Sinolink Development Limited and Tianwei Yingli
	10	.29††	Supply Agreement, dated November 13, 2006, between Wacker Chemie AG and Tianwei Yingli
	10	.30††	Supply Agreement, dated August 10, 2006, between Wacker Chemie AG and Tianwei Yingli
	10	.31	Purchase Agreement, dated April 10, 2007, between Sichuan Xingguang Silicon Science and Technology Co., Ltd. and Tianwei Yingli
	10	.32	Amendment No. 1 to Yingli Green Energy Holding Company Limited 2006 Stock Incentive Plan
	21	.1	Subsidiaries of the Registrant
	23	.1	Consent of KPMG
	23	.2	Consent of Conyers Dill & Pearman (incorporated by reference in the form of opinion filed as Exhibit 5.1 to this registration statement)
	23	.3	Consent of Fangda Partners (incorporated by reference in the form of opinion filed as Exhibit 5.2 to this registration statement)
	23	.4	Consent of Simpson Thacher & Bartlett LLP (incorporated by reference in the form of opinion filed as Exhibit 8.1 to this registration statement)
	24	.1	Powers of Attorney (reference is made to page II-4 of this registration statement)
	99	.1	Code of Business Conduct and Ethics
	99	.2	Consent of Solarbuzz
	99	.3	Consent of American Appraisal China Limited
	99	.4	Consent of Iain Ferguson Bruce
	99	.5	Consent of Jiesi Wu
	99	.6	Consent of Martin Lau

*  To be provided in a subsequent filing.

^††  Confidential treatment has been requested for portions of this agreement.

II-8 EX-3.1 2 h00847exv3w1.txt EX-3.1 SECOND AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION EXHIBIT 3.1 THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES SECOND AMENDED & RESTATED MEMORANDUM OF ASSOCIATION OF YINGLI GREEN ENERGY HOLDING COMPANY LIMITED (Adopted by special resolution passed on 20 December, 2006) 1. The name of the Company is Yingli Green Energy Holding Company Limited. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands. 3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted. 4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of The Companies Law. 5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed. 6. The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. 7. The liability of each member is limited to the amount from time to time unpaid on such member's shares. 8. The share capital of the Company is US$10,000,000 divided into 967,513,542 Ordinary Shares of a par value of US$0.01 each, 8,081,081 Series A Preferred Shares of a par value of US$0.01 each and 24,405,377 Series B Preferred Shares of a par value of US$0.01 each. 9. The Company may exercise the power contained in the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction. SECOND AMENDED & RESTATED ARTICLES OF ASSOCIATION OF YINGLI GREEN ENERGY HOLDING COMPANY LIMITED (ADOPTED BY SPECIAL RESOLUTION PASSED ON 20 DECEMBER, 2006) TABLE OF CONTENTS TABLE A INTERPRETATION 1. Definitions SHARES 2. Power to Issue Shares 3. Redemption and Purchase of Shares 4. Rights Attaching to Shares 5. Calls on Shares 6. Joint and Several Liability to Pay Calls 7. Forfeiture of Shares 8. Share Certificates 9. Fractional Shares REGISTRATION OF SHARES 10. Register of Members 11. Registered Holder Absolute Owner 12. Transfer of Registered Shares 13. Transmission of Registered Shares ALTERATION OF SHARE CAPITAL 14. Power to Alter Capital 15. Variation of Rights Attaching to Shares DIVIDENDS AND CAPITALISATION 16. Dividends 17. Power to Set Aside Profits 18. Method of Payment 19. Capitalisation MEETINGS OF MEMBERS 20. Annual General Meetings 21. Extraordinary General Meetings 22. Requisitioned General Meetings 23. Notice 24. Giving Notice 25. Postponement of General Meeting 26. Participating in Meetings by Telephone 27. Quorum at General Meetings 28. Chairman to Preside 29. Voting on Resolutions 30. Power to Demand a Vote on a Poll 31. Voting by Joint Holders of Shares 32. Instrument of Proxy 33. Representation of Corporate Member 34. Adjournment of General Meeting 35. Written Resolutions 36. Directors Attendance at General Meetings DIRECTORS AND OFFICERS 37. Election of Directors 38. Number of Directors 39. Term of Office of Directors 40. Alternate Directors 41. Removal of Directors 42. Vacancy in the Office of Director 43. Remuneration of Directors 44. Defect in Appointment of Director 45. Directors to Manage Business 46. Powers of the Board of Directors 46A. Proceedings of the Directors 46B. Itmes Requiring Unanimous Consent 47. Register of Directors and Officers 48. Officers 49. Appointment of Officers 50. Duties of Officers 51. Remuneration of Officers 52. Conflicts of Interest 53. Indemnification and Exculpation of Directors and Officers MEETINGS OF THE BOARD OF DIRECTORS 54. Board Meetings 55. Notice of Board Meetings 56. Participation in Meetings by Telephone 57. Quorum at Board Meetings 58. Board to Continue in the Event of Vacancy 59. Chairman to Preside 60. Written Resolutions 61. Validity of Prior Acts of the Board CORPORATE RECORDS 62. Minutes 63. Register of Mortgages and Charges 64. Form and Use of Seal ACCOUNTS 65. Books of Account 66. Financial Year End AUDITS 67. Audit 68. Appointment of Auditors 69. Remuneration of Auditors 70. Duties of Auditor 71. Access to Records VOLUNTARY WINDING-UP AND DISSOLUTION 72. Winding-Up CHANGES TO CONSTITUTION 73. Changes to Articles 74. Changes to the Memorandum of Association 75. Discontinuance SCHEDULE I SCHEDULE II SCHEDULE III TABLE A / SUPREMACY CLAUSES The regulations in Table A in the First Schedule to the Law (as defined below) do not apply to the Company. The terms as set out in Schedules I, II and III to these Articles form part of the Articles and if any other provisions set out in these Articles conflict with such schedules, the provisions set out in the schedules shall prevail. All the provisions contained in the Shareholders Agreement shall, to the extent they do not constitute a breach of the Law, be incorporated into these Articles. If any provisions of these Articles at any time conflict with any of the provisions of the Shareholders Agreement, the provisions of the Shareholders Agreement shall prevail and the Members shall whenever necessary exercise all voting and other rights and powers available to them to procure the amendment of these Articles to the extent necessary to permit the Company and its affairs to be carried out in accordance with the Shareholders Agreement. Nothing in these Articles (which, for the avoidance of doubt, includes the Schedules hereto and the Shareholders Agreement (as amended from time to time)), and, more specifically, no rights granted hereby to any holder of Series A Shares or Series B Shares, shall derogate, limit, restrict or interfere with the implementation and/or the enforcement of the provisions of the following documents, which have been entered into by and between, amongst others, the Company and Yingli Power Holding Company Ltd. ("YPHC") in connection with the issue by the Company of US$85 (principal value) Convertible Bonds (due 2008) as constituted by a Trust Deed between the Company and DB Trustees (Hong Kong) Limited ("DB") dated 13 November 2006 (the "TRUST DEED"): (a) the Trust Deed; (b) a Paying and Conversion Agency Agreement between the Company, DB and Deutsche Bank AG, Hong Kong Branch dated 13 November 2006; (c) a Subscription Agreement between the Company and YPHC dated 13 November 2006; (d) an Equity Purchase Agreement between the Company, DB and Baoding Tianwei Yingli New Energy Resources Co., Ltd. dated 13 November 2006; (e) a Debenture between the Company and DB dated 13 November 2006; (f) a Share Charge between YPHC and DB dated 13 November 2006; (g) a Share Charge between Liansheng Miao ("LM") and DB dated 13 November 2006; (h) a Trust Deed between the YPHC, LM and DB dated 13 November 2006; 1 (i) a Note Purchase Agreement between the YPHC and the Purchasers listed in Schedule A to the Note Purchase Agreement dated 13 November 2006; (j) a Warrant Instrument between the YPHC, LM and Deutsche bank AG dated 13 November 2006; (k) an Agency Agreement between the YPHC and Deutsche Bank AG, Hong Kong Branch dated 13 November 2006; (l) a Paying Agency Agreement between the YPHC, DB and Deutsche Bank AG, Hong Kong Branch dated 13 November 2006; (m) a Debenture between the YPHC and DB dated 13 November 2006; and (n) an Escrow Agreement dated 13 November 2006 between the Company, YPHC, DB and Deutsche Bank AG, Hong Kong Branch. INTERPRETATION 1. DEFINITIONS 1.1 In these Articles, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively: Additional Ordinary Shares all Ordinary Shares issued by the Company; provided that the term "Additional Ordinary Shares" does not include (i) Employee Securities; (ii) Ordinary Shares issued upon conversion of the Preferred Shares, upon exercise of any outstanding warrants or options or upon conversion or exchange of any outstanding convertible or exchangeable securities; (iii) Ordinary Shares issued in connection with any share split, share dividend, consolidation, recapitalization or other similar transaction of the Company approved by the Board (with the consent of the Series B Nominee Director, if any); (iv) Ordinary Shares issued or deemed issued as a dividend or distribution on Preferred Shares as approved by the Board (with the consent of the Series B Nominee Director, if any), or (v) any other security that is issued with the approval of a majority of the Board of Directors (including the Preferred Shareholder Directors, if any); Affiliate means, in respect of a Person, any other Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person, 2 including, without limitation, any general partner, officer or director of such Person and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company with such Person; Alternate Director an alternate director appointed in accordance with these Articles; Articles these Articles of Association as altered from time to time; Auditor includes an individual or partnership; Board the board of directors appointed or elected pursuant to these Articles and acting at a meeting of directors at which there is a quorum or by written resolution in accordance with these Articles; Company the company for which these Articles are approved and confirmed; Control with respect to any third Person means the possession, directly or indirectly, of the power or the ability to direct or cause the direction of the management and affairs of such third Person whether, through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body of such third Person; Convertible Bonds means the US$85,000,000 Bonds due 2008 issued by the Company under the Trustee Deed, dated November 13, 2006, between the Company and DB Trustees (Hong Kong) Limited, which are convertible into Ordinary Shares; Director a director, including a sole director, for the time being of the Company and shall include an Alternate Director; Founder Mr. Liansheng Miao and Yingli Power Holding Company Ltd.; Group Company each of the Company, Operating Subsidiary, and 3 their respective subsidiaries from time to time; Law The Companies Law of the Cayman Islands and every modification, reenactment or revision thereof for the time being in force; Lead Series B Shareholder means Baytree Investments (Mauritius) Pte Ltd.; provided, however, that if Baytree Investments (Mauritius) Pte Ltd., together with its Affiliates, holds less than thirty three percent (33%) of the Series B Shares, the term Lead Series B Shareholder shall mean the holders of more than fifty percent (50%) of the Series B Shares in the aggregate then outstanding on a fully diluted, as converted basis; Majority of the Series A holders of more than fifty percent (50%) of the Shareholders Series A Shares in the aggregate then outstanding on a fully diluted, as-converted basis; Member the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires; Memorandum the Memorandum of Association as altered from time to time; month calendar month; New Securities means any shares of the Company, whether now authorized or not, and any rights, options, or warrants to purchase shares of the Company, and securities of any type whatsoever that are, or may become, convertible into shares of the Company, provided that "New Securities" does not include: (a) any Preferred Shares purchased under the Series B Purchase Agreement; (b) Ordinary Shares issuable upon conversion of the Preferred Shares; (c) Ordinary Shares issuable upon conversion of the Convertible Bonds; (d) securities offered to the public pursuant to a Registration Statement; (e) Ordinary Shares issuable pursuant to the exercise of warrants, rights or options, issued or issuable to officers, directors, and employees of, and consultants to, any Group Company pursuant to 4 stock option plans to be adopted by the Company, provided that the number of such Ordinary Shares shall not exceed five percent (5%) of the Ordinary Shares Equivalent after giving effect to the closing of the issuance of the Series B shares under the Series B Purchase Agreement); (f) shares issued without consideration pursuant to a stock dividend, stock sub-division, or similar transaction; (g) all Ordinary Shares or other securities hereafter issued in connection with or as consideration for acquisition or licensing of technology; (h) Ordinary Shares issuable pursuant to the exercise of the warrant, dated August 28, 2006, granted by the Company to TB Management Company Limited (the "TB MANAGEMENT WARRANT"); and (i) the Warrant and Warrant Shares (each as defined in the Series B Purchase Agreement); notice written notice as further provided in these Articles unless otherwise specifically stated; Officer any person appointed by the Board to hold an office in the Company; Operating Subsidiary Baoding Tianwei Yingli New Energy Resources Co., Ltd., a Sino-foreign joint venture registered and existing with limited liability organized under the laws of the People's Republic of China; ordinary resolution a resolution passed at a general meeting (or, if so specified, a meeting of Members holding a class of shares) of the Company by a simple majority of the votes cast, or a written resolution passed by the unanimous consent of all Members entitled to vote; Ordinary Shares ordinary shares of par value US$0.01 each in the capital of the Company with rights and restrictions set out in Schedule I hereof; Ordinary Shares Equivalent collectively, the issued and outstanding Ordinary Shares and the Ordinary Shares into which the issued and outstanding Preferred Shares and other securities are convertible; Parties the Shareholders and the Company; paid-up paid-up or credited as paid-up; Person shall mean any individual, sole proprietorship, 5 partnership, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity, governmental or regulatory authority or other entity of any kind or nature; Preferred Shares Series A Shares and/or Series B Shares, as the case may be; Preferred Shareholders holders of Series A Shares and/or Series B Shares as the case may be; Preferred Shareholder Series A Nominee Director and Series B Nominee Directors Director; Pro Rata Share with respect to any Shareholder, the ratio of: (a) the total number of Ordinary Shares Equivalent held by such Shareholder immediately before the proposed allotment and issue of New Securities to (b) the total number of Ordinary Shares Equivalent held by all Shareholders immediately before the proposed allotment and issue of New Securities; Qualified IPO means the closing of the Company's first firm commitment, underwritten public offering of Ordinary Shares or shares representing Ordinary Shares in connection with which Ordinary Shares or shares representing Ordinary Shares are listed and become publicly traded on an internationally recognized securities exchange or the NASDAQ Global Market, provided, however, that such listing shall result in net proceeds (after payment of the underwriters' discounts and commissions and the offering-related expenses) to the Company of at least US$100 million and (b) a total market capitalization of the Company of at least US$750 million; Register of Directors and the register of directors and officers referred Officers to in these Articles; Register of Members the register of Members referred to in these Articles; Registered Office the registered office for the time being of the Company; Registration Statement a registration of securities effected by preparing and filing a registration statement on Form F-1, 6 S-1, SB-2, F-3 or S-3 in compliance with the Securities Act, or on any comparable form in connection with a registration in a jurisdiction other than the United States; Right of Participation has the meaning set forth in Schedule II hereof; Seal the common seal or any official or duplicate seal of the Company; Secretary the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary; Selling Expenses with respect to the issue or sale of any securities, any expenses payable directly or indirectly by the Company and any underwriting, brokerage or similar commissions, compensation, discounts or concessions paid or allowed by the Company in connection with such issue or sale; Series A Conversion Shares Series A Shares then outstanding on a fully diluted, as-converted basis; Series A Nominee Director the Director appointed by the holders of Series A Shares in accordance with Article 37.4; Series A Purchase Agreement Series A Preferred Share Purchase Agreement dated 20 September, 2006 entered into by, among others, the holder of the Series A Shares and the Company; Series A Shares Series A preferred shares of par value US$0.01 each in the share capital of the Company with the rights and restrictions set out in Schedule I; Series A Shareholders a shareholders agreement dated as of 20 Agreement September, 2006 entered into by the Company, the Founder and the Series A Shareholder; Series B Conversion Shares Series B Shares then outstanding on a fully diluted, as-converted basis; Series B Nominee Director the Director appointed by the holders of Series B Shares in accordance with Article 37.5; Series B Purchase Agreement a Series B Preferred Share Purchase Agreement dated 5 December, 2006 entered into by Baytree 7 Investments (Mauritius) Pte Ltd., the Founder, and the Company as amended and restated by an amended and restated Series B Preferred Share Purchase Agreement dated as of 15 December, 2006 entered into by the Company, the Founder and the investors listed in schedule 1 attached thereto; Series B Shares Series B preferred shares of par value US$0.01 each in the share capital of the Company with the rights and restrictions set out in Schedule I; share includes a fraction of a share; Share Charge the share charge entered or to be entered into by and among YPHC and DB; Shareholders The Founder and holders of the Series A Shares and holders of the Series B Shares; Shareholders Agreement an amended and restated shareholders agreement dated 5 December, 2006 entered into by, the Founder, Inspiration Partners Limited, the Company and Baytree Investments (Mauritius) Pte Ltd. as amended and restated by a second amended and restated shareholders agreement dated as of 15 December, 2006 entered into by the Founder, Inspiration Partners Limited, the Company and the investors listed in schedule 1 attached thereto; special resolution a resolution passed at a general meeting (or, if so specified, a meeting of Members holding a class of shares) of the Company by a majority of not less than two thirds of the vote cast, provided that where the affirmative vote or written consent of the Majority of the Series A Shareholders and the Lead Series B Shareholder is required pursuant to Clauses C(i)(l) and (C)(i)(o) of Schedule I, a special resolution shall include the affirmative vote or written consent of such holders of Series A Shares and Lead Series B Shareholder, or a written resolution passed by unanimous consent of all Members entitled to vote; Subsidiary means any Person (i) in which the Company, directly or indirectly, beneficially owns more than fifty percent (50%) of either the equity interests in, or the voting control of, such Person, including without limitation Tianwei Yingli or (ii) any 8 Person with respect to which the Company has the power to otherwise direct the business and policies of such Person directly or indirectly through another subsidiary; written resolution a resolution passed in accordance with Article 35 or 60; year calendar year; and $ the currency of the United States. Terms that are not defined in these Articles shall have the same meanings attributable to it in the Shareholders Agreement. 1.2 In these Articles, where not inconsistent with the context: (a) words denoting the plural number include the singular number and vice versa; (b) words denoting the masculine gender include the feminine and neuter genders; (c) words importing persons include companies, associations or bodies of persons whether corporate or not; (d) the words:- (i) "may" shall be construed as permissive; and (ii) "shall" shall be construed as imperative; (e) a reference to statutory provision shall be deemed to include any amendment or re-enactment thereof; and (f) unless otherwise provided herein, words or expressions defined in the Law shall bear the same meaning in these Articles. 1.3 In these Articles expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form. 1.4 Headings used in these Articles are for convenience only and are not to be used or relied upon in the construction hereof. SHARES 2. POWER TO ISSUE SHARES 2.1 Subject to these Articles (in particular, Schedules I and II hereof) and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares of the Company on such terms and conditions as it 9 may determine and any shares or class of shares (including the issue or grant of options, warrants and other rights, renounceable or otherwise in respect of shares) may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Company may by resolution of the Members prescribe, provided that no share shall be issued at a discount except in accordance with the Law. 2.2 Notwithstanding any provisions in these Articles, the issue of shares of the Company shall be subject to the provisions set out in Schedule II hereof. 3. REDEMPTION AND PURCHASE OF SHARES 3.1 Subject to the Law and these Articles, the Company is authorised to issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or a Member. 3.2 The Company is hereby authorised to make payments in respect of the redemption of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Law. 3.3 Subject to these Articles, including Schedule I to these Articles, the redemption price of a redeemable share, or the method of calculation thereof, shall be fixed by the Directors at or before the time of issue. 3.4 Every share certificate representing a redeemable share shall indicate that the share is redeemable. 3.5 In the case of shares redeemable at the option of a Member a redemption notice from a Member may not be revoked without the agreement of the Directors. 3.6 Subject to these Articles, including Schedule I to these Articles, at the time or in the circumstances specified for redemption the redeemed shares shall be canceled and shall cease to confer on the relevant Member any right or privilege, without prejudice to the right to receive the redemption price, which price shall become payable so soon as it can with due despatch be calculated, but subject to surrender of the relevant share certificate for cancellation (and reissue in respect of any balance). 3.7 The redemption price may be paid in any manner authorised by these Articles for the payment of dividends. 3.8 Subject to these Articles, including Schedule I to these Articles, a delay in payment of the redemption price shall not affect the redemption but, in the case of a delay of more than thirty days, interest shall be paid for the period from the due date until actual payment at a rate which the Directors, after due enquiry, estimate to be representative of the rates being offered by Class A banks in the Cayman Islands for thirty day deposits in the same currency. 3.9 The Directors may exercise as they think fit the powers conferred on the Company by Section 37(5) of the Law (payment out of capital) but only if and to the extent that the 10 redemption could not otherwise be made (or not without making a fresh issue of shares for this purpose). 3.10 Subject as aforesaid, the Directors may determine, as they think fit all questions that may arise concerning the manner in which the redemption of the shares shall or may be effected. 3.11 No share may be redeemed unless it is fully paid-up. 3.12 The Board may exercise all the powers of the Company to purchase all or any part of its own shares in accordance with the Law. Shares purchased by the Company shall be cancelled and shall cease to confer any right or privilege on the Member from whom the shares are purchased. 4. RIGHTS ATTACHING TO SHARES Subject to Article 2.1, the Memorandum of Association and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall be divided into Ordinary Shares and Preferred Shares (comprising Series A Shares and Series B Shares). The holders of Ordinary Shares and the Preferred Shares (comprising Series A Shares and Series B Shares) shall have the rights and restrictions as set out in Schedule I hereto. 5. CALLS ON SHARES 5.1 The Board may make such calls as it thinks fit upon the Members in respect of any monies (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls. 5.2 The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up. 5.3 The Company may make arrangements on the issue of shares for a difference between the Members in the amounts and times of payments of calls on their shares. 6. JOINT AND SEVERAL LIABILITY TO PAY CALLS The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 7. FORFEITURE OF SHARES 7.1 If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following: 11 Notice of Liability to Forfeiture for Non-Payment of Call - (the "Company") You have failed to pay the call of [amount of call] made on the [__] day of [__], 200[ ], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on the [__] day of [__], 200[__], the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of [__] per annum computed from the said [__] day of [__], 200[__] at the registered office of the Company the share(s) will be liable to be forfeited. Dated this [__] day of [__], 200[__] - ------------------------------------- [Signature of Secretary] By Order of the Board 7.2 If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Articles and the Law. 7.3 A Member whose share or shares have been forfeited as aforesaid shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture and all interest due thereon. 7.4 The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited. 8. SHARE CERTIFICATES 8.1 Every Member shall be entitled to a certificate under the seal of the Company (or a facsimile thereof) specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, how much has been paid thereon. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means. 8.2 If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit. 8.3 Share certificates may not be issued in bearer form. 8.4 Each certificate representing shares or securities of the Company now or hereafter owned by Shareholders who are not U.S. persons (as such term is defined by Regulation S under 12 the Securities Act) and any transferee of such shares and securities shall be endorsed with the following legend: "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BY AND BETWEEN THE HOLDER HEREOF, THE COMPANY AND CERTAIN OTHER SHAREHOLDERS OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON THEIR CONVERSION (IF APPLICABLE) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. IN ORDER TO TRANSFER OR EXERCISE ANY INTEREST IN THESE SECURITIES, THE BENEFICIAL HOLDER MUST FURNISH TO THE COMPANY EITHER (A) A WRITTEN CERTIFICATION THAT IT IS NOT A U.S. PERSON AND THE PREFERRED SHARES ARE NOT BEING CONVERTED ON BEHALF OF A U.S. PERSON OR (B) A WRITTEN OPINION OF COUNSEL TO THE EFFECT THAT THE SECURITIES DELIVERED UPON CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR THAT THE DELIVERY OF SUCH SECURITIES IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH BENEFICIAL HOLDER BY ACCEPTING AN INTEREST IN THESE SECURITIES AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES OR THE SECURITIES TO BE ISSUED UPON CONVERSION OF SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT." 8.5 Each certificate representing shares or securities of the Company now or hereafter owned by Shareholders who are U.S. persons (as such term is defined by Regulation S under the Securities Act) (the "RESTRICTED SECURITIES") and any transferee of the Restricted Securities shall be endorsed with the following legend: "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BY AND BETWEEN THE HOLDER HEREOF, THE COMPANY AND CERTAIN OTHER SHAREHOLDERS OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY." 13 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON THEIR CONVERSION (IF APPLICABLE) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AMENDED (THE "SECURITIES ACT"). THESE SECURITIES ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES ACT, AND MAY ONLY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED (1) INSIDE THE UNITED STATES TO A PERSON WHOM THE HOLDER AND THE BENEFICIAL OWNER REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER ("QIB") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (2) OUTSIDE THE UNITED STATES TO A PERSON OTHER THAN A U.S. PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSION OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES. THE PURCHASER OF THESE SECURITIES, BY ITS ACCEPTANCE HEREOF, ACKNOWLEDGES THE RESTRICTIONS ON THE TRANSFER OF THESE SECURITIES SET FORTH HEREIN AND AGREES THAT IT SHALL TRANSFER THESE SECURITIES ONLY AS PROVIDED IN THE FOREGOING TRANSFER RESTRICTIONS. IF REQUESTED BY THE COMPANY OR BY ITS AGENT, THE PURCHASER AGREES TO PROVIDE THE INFORMATION NECESSARY TO DETERMINE WHETHER THE TRANSFER OF THESE SECURITIES IS PERMISSIBLE UNDER THE SECURITIES ACT." 9. FRACTIONAL SHARES The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up. REGISTRATION OF SHARES 10. REGISTER OF MEMBERS The Board shall cause to be kept in one or more books a Register of Members which may be kept outside the Cayman Islands at such place as the Directors shall appoint and shall enter therein the following particulars:- 14 (a) the name and address of each Member, the number, and (where appropriate) the class of shares held by such Member and the amount paid or agreed to be considered as paid on such shares; (b) the date on which each person was entered in the Register of Members; and (c) the date on which any person ceased to be a Member. 11. REGISTERED HOLDER ABSOLUTE OWNER 11.1 The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person. 11.2 No person shall be entitled to recognition by the Company as holding any share upon any trust and the Company shall not be bound by, or be compelled in any way to recognise, (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any other right in respect of any share except an absolute right to the entirety of the share in the holder. If, notwithstanding this Article, notice of any trust is at the holder's request entered in the Register or on a share certificate in respect of a share, then, except as aforesaid: (a) such notice shall be deemed to be solely for the holder's convenience; (b) the Company shall not be required in any way to recognise any beneficiary, or the beneficiary, of the trust as having an interest in the share or shares concerned; (c) the Company shall not be concerned with the trust in any way, as to the identity or powers of the trustees, the validity, purposes or terms of the trust, the question of whether anything done in relation to the shares may amount to a breach of trust or otherwise; and (d) the holder shall keep the Company fully indemnified against any liability or expense which may be incurred or suffered as a direct or indirect consequence of the Company entering notice of the trust in the Register or on a share certificate and continuing to recognise the holder as having an absolute right to the entirety of the share or shares concerned. 12. TRANSFER OF REGISTERED SHARES 12.1 Notwithstanding any provisions in these Articles, the transfer of shares of the Company shall be subject to the restrictions in Schedule III hereof. 12.2 An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept: Transfer of a Share or Shares - (the "Company") FOR VALUE RECEIVED....................[amount], I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address], [number] of shares of the Company. 15 DATED this [__] day of [__], 200[__] Signed by: In the presence of: - ------------------------------------- ---------------------------------------- Transferor Witness - ------------------------------------- ---------------------------------------- Transferee Witness 12.3 Such instrument of transfer shall be signed by or on behalf of the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Members. 12.4 The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer. 12.5 The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member. 12.6 The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. 12.7 Notwithstanding any other provisions of these Articles, the Company shall be obliged to enforce any mortgage, charge or other security interest over its shares (a "Security Interest") pursuant to the Share Charge. 12.8 Notwithstanding any other provisions of these Articles, the Directors shall not register a transfer of any shares which are subject to a Security Interest without the prior written consent of the person to whom the Security Interest is granted, and further provided that the Directors shall, upon presentation of a duly completed instrument of transfer, register DB Trustees (Hong Kong) Limited as a shareholder, and any interest of any person, including, without limitation, DB and any person whom DB Trustees (Hong Kong) Limited nominates pursuant to the Share Charge, to whom a Security Interest is granted, following the enforcement of the Security Interest. 13. TRANSMISSION OF REGISTERED SHARES 13.1 In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member's interest in the 16 shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the provisions of Section 39 of the Law, for the purpose of this Article, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member. 13.2 Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following: Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member - (the "Company") I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased Member] to [number] share(s) standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt Member] instead of being registered myself/ourselves, elect to have [name of transferee] (the "Transferee") registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee, his or her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the execution hereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions. DATED this [__] day of [__], 200[__] Signed by: In the presence of: - ------------------------------------- ---------------------------------------- Transferor Witness - ------------------------------------- ---------------------------------------- Transferee Witness 13.3 On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be. 13.4 Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders. ALTERATION OF SHARE CAPITAL 14. POWER TO ALTER CAPITAL 14.1 Subject to the Law and these Articles, the Company may from time to time by ordinary resolution alter the conditions of its Memorandum of Association to increase its share capital by new shares of such amount as it thinks expedient or, if the Company has shares 17 without par value, increase its share capital by such number of shares without nominal or par value, or increase the aggregate consideration for which its shares may be issued, as it thinks expedient. 14.2 Subject to the Law and these Articles, the Company may from time to time by ordinary resolution alter the conditions of its Memorandum of Association to: (a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (b) subdivide its shares or any of them into shares of an amount smaller than that fixed by the Memorandum of Association; or (c) cancel shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled or, in the case of shares without par value, diminish the number of shares into which its capital is divided. 14.3 For the avoidance of doubt it is declared that paragraph 14.2(a) and (b) above do not apply if at any time the shares of the Company have no par value. 14.4 Subject to the Law, the Company may from time to time by special resolution reduce its share capital in any way or, subject to Article 77, alter any conditions of its Memorandum of Association relating to share capital. 15. VARIATION OF RIGHTS ATTACHING TO SHARES Subject to these Articles, if, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one third of the issued shares of the class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. DIVIDENDS AND CAPITALISATION 16. DIVIDENDS 16.1 The Board may, subject to these Articles (in particular, Schedule I hereof) and any direction of the Company in general meeting, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company. 18 16.2 Dividends may be declared and paid out of profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed, or not in the same amount. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Law. 16.3 With the sanction of an ordinary resolution of the Company, the Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other company) and may settle all questions concerning such distribution. Without limiting the foregoing generally, the Directors may fix the value of such specific assets, may determine that cash payments shall be made to some Members in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors think fit. 16.4 The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others. 16.5 The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company. 16.6 The Board may fix any date as the record date for determining the Members entitled to receive any dividend or other distribution, but, unless so fixed, the record date shall be the date of the Directors' resolution declaring same. 17. POWER TO SET ASIDE PROFITS 17.1 Subject to these Articles, the Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such sum as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose. Pending application, such sums may be employed in the business of the Company or invested, and need not be kept separate from other assets of the Company. The Directors may also, without placing the same to reserve, carry forward any profit which they decide not to distribute. 17.2 Subject to any direction from the Company in general meeting, the Directors may on behalf of the Company exercise all the powers and options conferred on the Company by the Law in regard to the Company's share premium account. 18. METHOD OF PAYMENT 18.1 Any dividend, interest, or other monies payable in cash in respect of the shares may be paid by cheque or draft sent through the post directed to the Member at such Member's address in the Register of Members, or to such person and to such address as the holder may in writing direct. 18.2 In the case of joint holders of shares, any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or draft sent through the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the joint holders may in writing direct. If two or more persons are 19 registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares. 18.3 The Board may deduct from the dividends or distributions payable to any Member all monies due from such Member to the Company on account of calls or otherwise. 19. CAPITALISATION 19.1 The Board may resolve to capitalise any sum for the time being standing to the credit of any of the Company's share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members. 19.2 The Board may resolve to capitalise any sum for the time being standing to the credit of a reserve account or sums otherwise available for dividend or distribution by applying such amounts in paying up in full partly paid or nil paid shares of those Members who would have been entitled to such sums if they were distributed by way of dividend or distribution. MEETINGS OF MEMBERS 20. ANNUAL GENERAL MEETINGS The Company may in each year hold a general meeting as its annual general meeting. The annual general meeting of the Company may be held at such time and place as the Chairman or any two Directors or any Director and the Secretary or the Board shall appoint. 21. EXTRAORDINARY GENERAL MEETINGS 21.1 General meetings other than annual general meetings shall be called extraordinary general meetings. 21.2 Only a majority of the Board or the Chairman of the Board may call extraordinary general meetings, which extraordinary general meetings shall be held at such times and locations (as permitted hereby) as such person or persons shall determine. 22. REQUISITIONED GENERAL MEETINGS 22.1 The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings of the Company, forthwith proceed to convene an extraordinary general meeting of the Company. To be effective the requisition shall state the objects of the meeting, shall be in writing, signed by the requisitionists, and shall be deposited at the Registered Office. The requisition may consist of several documents in like form each signed by one or more requisitionists. 22.2 If the Directors do not within twenty-one days from the date of the requisition duly proceed to call an extraordinary general meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene an extraordinary general meeting; but any meeting so called shall not be held more than ninety days after the requisition. An extraordinary general meeting called by 20 requisitionists shall be called in the same manner, as nearly as possible, as that in which general meetings are to be called by the Directors. 23. NOTICE 23.1 At least five days' notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held and if different, the record date for determining Members entitled to attend and vote at the general meeting, and, as far as practicable, the other business to be conducted at the meeting. 23.2 At least five days' notice of an extraordinary general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held and the general nature of the business to be considered at the meeting. 23.3 The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting of the Company but, unless so fixed, as regards the entitlement to receive notice of a meeting or notice of any other matter, the record date shall be the date of despatch of the notice and, as regards the entitlement to vote at a meeting, and any adjournment thereof, the record date shall be the date of the original meeting. 23.4 A general meeting of the Company shall, notwithstanding that it is called on shorter notice than that specified in these Articles, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) in the case of an extraordinary general meeting, by seventy-five percent of the Members entitled to attend and vote thereat. 23.5 The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting. 24. GIVING NOTICE 24.1 A notice may be given by the Company to any Member either by delivering it to such Member in person or by sending it to such Member's address in the Register of Members or to such other address given for the purpose. For the purposes of this Article, a notice may be sent by letter mail, courier service, cable, telex, telecopier, facsimile, electronic mail or other mode of representing words in a legible form. 24.2 Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares. 24.3 Any notice shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, and the time when it was posted, delivered to the courier or to the cable company or transmitted by telex, facsimile, electronic mail, or such other method as the case may be. 21 25. POSTPONEMENT OF GENERAL MEETING The Board may postpone any general meeting called in accordance with the provisions of these Articles provided that notice of postponement is given to each Member before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each member in accordance with the provisions of these Articles. 26. PARTICIPATING IN MEETINGS BY TELEPHONE Members may participate in any general meeting by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. 27. QUORUM AT GENERAL MEETINGS 27.1 At any general meeting of the Company two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting of the Company held during such time. 27.2 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Board may determine. 28. CHAIRMAN TO PRESIDE Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the Chairman, if there be one, shall act as chairman at all meetings of the Members at which such person is present. In his absence a chairman shall be appointed or elected by those present at the meeting and entitled to vote. 29. VOTING ON RESOLUTIONS 29.1 Subject to the provisions of the Law and these Articles, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with the provisions of these Articles and in the case of an equality of votes the resolution shall fail. 29.2 No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member. 29.3 At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to the provisions of these Articles, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand. 29.4 At any general meeting if an amendment shall be proposed to any resolution under consideration and the chairman of the meeting shall rule on whether the proposed 22 amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. 29.5 At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to the provisions of these Articles, be conclusive evidence of that fact. 30. POWER TO DEMAND A VOTE ON A POLL 30.1 Notwithstanding the foregoing, a poll may be demanded by the Chairman or at least one Member. 30.2 Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. 30.3 A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith and a poll demanded on any other question shall be taken in such manner and at such time and place at such meeting as the chairman of the meeting may direct and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll. 30.4 Where a vote is taken by poll, each person present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialed or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. At the conclusion of the poll, the ballot papers shall be examined and counted by a committee of not less than two Members or proxy holders appointed by the chairman for the purpose and the result of the poll shall be declared by the chairman. 31. VOTING BY JOINT HOLDERS OF SHARES In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members. 23 32. INSTRUMENT OF PROXY 32.1 An instrument appointing a proxy shall be in writing or transmitted by electronic mail in substantially the following form or such other form as the chairman of the meeting shall accept: Proxy - (the "Company") I/We, [insert names here], being a Member of the Company with [number] shares, HEREBY APPOINT [name] of [address] or failing him, [name] of [address] to be my/our proxy to vote for me/us at the meeting of the Members held on the [__] day of [__], 200[__] and at any adjournment thereof. (Any restrictions on voting to be inserted here.) Signed this [__] day of [__], 200[__] - ------------------------------------- Member(s) 32.2 The instrument of proxy shall be signed or, in the case of a transmission by electronic mail, electronically signed in a manner acceptable to the chairman, by the appointor or by the appointor's attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or signed or, in the case of a transmission by electronic mail, electronically signed in a manner acceptable to the chairman, by a duly authorised officer or attorney. 32.3 A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. 32.4 The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final. 33. REPRESENTATION OF CORPORATE MEMBER 33.1 A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting of the Members and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives. 33.2 Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member. 34. ADJOURNMENT OF GENERAL MEETING The chairman of a general meeting may, with the consent of a majority in number of those present at any general meeting at which a quorum is present, and shall if so directed, adjourn the meeting. Unless the meeting is adjourned for more than 60 days fresh notice of the date, time and place for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat, in accordance with the provisions of these Articles. 34 35. WRITTEN RESOLUTIONS 35.1 Anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may, without a meeting and without any previous notice being required, be done by resolution in writing signed by, or in the case of a Member that is a corporation whether or not a company within the meaning of the Law, on behalf of, all the Members who at the date of the resolution would be entitled to attend the meeting and vote on the resolution. 35.2 A resolution in writing may be signed by, or in the case of a Member that is a corporation whether or not a company within the meaning of the Law, on behalf of, all the Members, or all the Members of the relevant class thereof, in as many counterparts as may be necessary. 35.3 A resolution in writing made in accordance with this Article is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Article to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly. 35.4 A resolution in writing made in accordance with this Article shall constitute minutes for the purposes of the Law. 35.5 For the purposes of this Article, the date of the resolution is the date when the resolution is signed by, or in the case of a Member that is a corporation whether or not a company within the meaning of the Law, on behalf of, the last Member to sign and any reference in any Article to the date of passing of a resolution is, in relation to a resolution made in accordance with this Article, a reference to such date. 36. DIRECTORS ATTENDANCE AT GENERAL MEETINGS The Directors of the Company shall be entitled to receive notice of, attend and be heard at any general meeting. DIRECTORS AND OFFICERS 37. ELECTION OF DIRECTORS 37.1 The Board shall be elected or appointed in writing in the first place by the subscribers to the Memorandum of Association or by a majority of them. There shall be no shareholding qualification for Directors unless prescribed by special resolution. 37.2 The Directors may from time to time appoint any person to be a Director by a majority vote, either to fill a casual vacancy or as an addition to the existing Directors, subject to Articles 37.4 and 37.5 hereof. 37.3 The Company may from time to time by ordinary resolution appoint any person to be a Director, subject to Articles 37.4 and 37.5 hereof. 37.4 If and for so long as the holders of Series A Shares, together with its Affiliates, holds at least thirty-three percent (33%) of the Series A Conversion Shares, the holders of the Series A Shares shall be entitled to appoint, and to remove from office and replace one 25 (1) person as director of the Company ("SERIES A NOMINEE DIRECTOR"), following prior consultation with the Company. If the holders of the Series A Shares, together with its Affiliates, ceases to hold at least thirty-three percent (33%) of the Series A Conversion Shares, the holders of the Series A Shares shall remove the Series A Nominee Director, or cause the Series A Nominee Director to resign, from the Board, in each case, immediately following the appointment by the Founder of a replacement director therefor. 37.5 If and for so long as the Lead Series B Shareholder, together with its Affiliates, holds at least thirty-three percent (33%) of the Series B Conversion Shares, the Lead Series B Shareholder shall be entitled to appoint, or to remove from office and replace a person to the board of directors of each of the Company and the Operating Subsidiary (each, a "SERIES B NOMINEE DIRECTOR" and together with the Series A Nominee Director, the "PREFERRED SHAREHOLDER NOMINEE DIRECTORS"), following prior consultation with the Company. If the Lead Series B Shareholder, together with its Affiliates, ceases to hold at least thirty-three percent (33%) of the Series B Conversion Shares, the Lead Series B Shareholder shall remove the Series B Nominee Director, or cause the Series B Nominee Director to resign, from the board of directors of each of the Company and the Operating Subsidiary, in each case, immediately following the appointment by the Founder of a replacement director therefor. Any appointment or removal of independent directors of the Company and/or its Subsidiaries shall be subject to the written consent of the Series B Nominee Director, if any. 37.6 The Preferred Shareholder Directors shall have the right to appoint alternates or proxies to attend any meeting of the Board and to vote on matters before the Board on the behalf of the Preferred Shareholders. 38. NUMBER OF DIRECTORS The Board shall consist of not less than one Director and no more than seven Directors. The alteration of the minimum or maximum size of the Board shall require the affirmative votes of at least the Majority of Series A Shareholders and the Lead Series B Shareholder, voting separately as two classes. 39. TERM OF OFFICE OF DIRECTORS Subject to Article 37, an appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period; but no such term shall be implied in the absence of express provision. 40. ALTERNATE DIRECTORS 40.1 A Director may at any time appoint any person (including another Director) to be his Alternate Director and may at any time terminate such appointment. An appointment and a termination of appointment shall be by notice in writing signed by the Director and deposited at the Registered Office or delivered at a meeting of the Directors. 40.2 The appointment of an Alternate Director shall determine on the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointor ceases for any reason to be a Director. 26 40.3 An Alternate Director shall be entitled to receive notices of meetings of the Directors and shall be entitled to attend and vote as a Director at any such meeting at which his appointor is not personally present and generally at such meeting to perform all the functions of his appointor as a Director; and for the purposes of the proceedings at such meeting these Articles shall apply as if he (instead of his appointor) were a Director, save that he may not himself appoint an Alternate Director or a proxy. 40.4 If an Alternate Director is himself a Director or attends a meeting of the Directors as the Alternate Director of more than one Director, his voting rights shall be cumulative. 40.5 Unless the Directors determine otherwise, an Alternate Director may also represent his appointor at meetings of any committee of the Directors on which his appointor serves; and the provisions of this Article shall apply equally to such committee meetings as to meetings of the Directors. 40.6 If so authorised by an express provision in his notice of appointment, an Alternate Director may join in a written resolution of the Directors adopted pursuant to these Articles and his signature of such resolution shall be as effective as the signature of his appointor. 40.7 Save as provided in these Articles an Alternate Director shall not, as such, have any power to act as a Director or to represent his appointor and shall not be deemed to be a Director for the purposes of these Articles. 40.8 A Director who is not present at a meeting of the Directors, and whose Alternate Director (if any) is not present at the meeting, may be represented at the meeting by a proxy duly appointed, in which event the presence and vote of the proxy shall be deemed to be that of the Director. All the provisions of these Articles regulating the appointment of proxies by Members shall apply equally to the appointment of proxies by Directors. 41. REMOVAL OF DIRECTORS Subject to these Articles, the Company may from time to time by ordinary resolution remove any Director from office, whether or not appointing another in his stead. 42. VACANCY IN THE OFFICE OF DIRECTOR The office of Director shall be vacated if the Director: (a) is removed from office pursuant to these Articles; (b) dies or becomes bankrupt, or makes any arrangement or composition with his creditors generally; (c) is or becomes of unsound mind or an order for his detention is made under the Mental Health Law of the Cayman Islands or any analogous law of a jurisdiction outside the Cayman Islands, or dies; or (d) resigns his office by notice in writing to the Company. 27 43. REMUNERATION OF DIRECTORS The remuneration (if any) of the Directors shall, subject to any direction that may be given by the Company in general meeting, be determined by the Directors as they may from time to time determine and shall be deemed to accrue from day to day. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from the meetings of the Board, any committee appointed by the Board, general meetings of the Company, or in connection with the business of the Company or their duties as Directors generally. 44. DEFECT IN APPOINTMENT OF DIRECTOR All acts done in good faith by the Board or by a committee of the Board or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director. 45. DIRECTORS TO MANAGE BUSINESS The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Law or by these Articles (in particular, Clause (C) in Schedule I hereof), required to be exercised by the Company in general meeting subject, nevertheless, to these Articles, the provisions of the Law and to such directions as may be prescribed by the Company in general meeting. 46. POWERS OF THE BOARD OF DIRECTORS 46.1 The Company shall establish and maintain an Audit Committee, which shall consist of no more than seven members and include the Series A Nominee Director and the Series B Nominee Director. The chairperson of the Audit Committee shall be designated by the mutual agreement of the Series A Nominee and the Series B Nominee. 46.2 The Company shall establish and maintain a Compensation Committee which shall consist of no more than seven members. The Compensation Committee shall make recommendations to the full Board for such matters as management compensation, the Company's benefit plans, and matters relating to the Company's option plans, if any, which shall include the Series A Nominee Director and the Series B Nominee Director. 46.3 All other Board committees formed from time to time shall include the Series A Nominee Director and the Series B Nominee Director as members. 46.4 Without limiting the generality of Article 45 and subject to Articles 46.1, 46.2 and 46.3 hereof and Clause (C) of Schedule I, the Board may: (a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties; (b) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and 28 may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party; (c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company; (d) appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business; (e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised under the seal of the Company, execute any deed or instrument under such attorney's person seal with the same effect as the affixation of the seal of the Company; (f) procure that the Company pays all expenses incurred in promoting and incorporating the Company; (g) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board and every such committee shall conform to such directions as the Board shall impose on them. Subject to any directions or regulations made by the Directors for this purpose, the meetings and proceedings of any such committee shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Board, including provisions for written resolutions; (h) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board sees fit; (i) present any petition and make any application in connection with the liquidation or reorganisation of the Company; (j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and (k) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any agreement, document or instrument on behalf of the Company. 46A. PROCEEDINGS OF THE DIRECTORS The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as 29 it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote. 47. REGISTER OF DIRECTORS AND OFFICERS 47.1 The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers in accordance with the Law and shall enter therein the following particulars with respect to each Director and Officer: (a) first name and surname; and (b) address. 47.2 The Board shall, within the period of thirty days from the occurrence of:- (a) any change among its Directors and Officers; or (b) any change in the particulars contained in the Register of Directors and Officers, cause to be entered on the Register of Directors and Officers the particulars of such change and the date on which such change occurred, and shall notify the Registrar of Companies of any such change that takes place. 48. OFFICERS The Officers shall consist of a Secretary and such additional Officers as the Board may determine all of whom shall be deemed to be Officers for the purposes of these Articles. 49. APPOINTMENT OF OFFICERS The Secretary (and additional Officers, if any) shall be appointed by the Board from time to time. 50. DUTIES OF OFFICERS The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time. 51. REMUNERATION OF OFFICERS The Officers shall receive such remuneration as the Board may determine. 52. CONFLICTS OF INTEREST 52.1 Any Director, or any Director's firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company and such Director or such Director's firm, partner or company shall be entitled to remuneration as if such Director were not a Director. Nothing herein contained shall authorise a Director or Director's firm, partner or company to act as Auditor to the Company. 52.2 A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest as required by law. 30 52.3 Following a declaration being made pursuant to this Article, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum for such meeting. 53. INDEMNIFICATION AND EXCULPATION OF DIRECTORS AND OFFICERS 53.1 The Directors, Officers and Auditors of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and every former director, officer, auditor or trustee and their respective heirs, executors, administrators, and personal representatives (each of which persons being referred to in this Article as an "indemnified party") shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of the said persons. Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties with or for the Company, PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director or Officer. 53.2 The Company shall reimburse the Preferred Shareholder Directors for all reasonably expenses incurred by the Preferred Shareholdere Directors relating to the Board's activities, including but not limited to, expenses incurred to attend Board meetings. 53.3 The Company shall purchase and maintain insurance for the benefit of any Director or Officer of the Company against any liability incurred by him in his capacity as a Director or Officer of the Company or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any subsidiary thereof. MEETINGS OF THE BOARD OF DIRECTORS 54. BOARD MEETINGS The Board shall meet for the transaction of business at least once every three calendar months. 55. NOTICE OF BOARD MEETINGS A Director may, and the Secretary on the requisition of a Director shall, at any time summon a 31 meeting of the Board. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director verbally (in person or by telephone) or otherwise communicated or sent to such Director by post, cable, telex, telecopier, facsimile, electronic mail or other mode of representing words in a legible form at such Director's last known address or any other address given by such Director to the Company for this purpose. 56. PARTICIPATION IN MEETINGS BY TELEPHONE Directors may participate in any meeting of the Board by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. 57. QUORUM AT BOARD MEETINGS The quorum necessary for the transaction of business at a meeting of the Board shall consist of more than fifty percent (50%) of all the directors, provided that the quorum shall include at lest the Series A Nominee Director and the Series B Nominee Director. 58. BOARD TO CONTINUE IN THE EVENT OF VACANCY The Board may act notwithstanding any vacancy in its number. 59. CHAIRMAN TO PRESIDE Unless otherwise agreed by a majority of the Directors attending, the Chairman, if there be one, shall act as chairman at all meetings of the Board at which such person is present. In his absence a chairman shall be appointed or elected by the Directors present at the meeting. 60. WRITTEN RESOLUTIONS 60.1 Anything which may be done by resolution of the Directors may, without a meeting and without any previous notice being required, be done by resolution in writing signed by, or in the case of a Director that is a corporation whether or not a company within the meaning of the Law, on behalf of, all the Directors. 60.2 A resolution in writing may be signed by, or in the case of a Director that is a corporation whether or not a company within the meaning of the Law, on behalf of, all the Directors in as many counterparts as may be necessary. 60.3 A resolution in writing made in accordance with this Article is as valid as if it had been passed by the Directors in a directors' meeting, and any reference in any Article to a meeting at which a resolution is passed or to Directors voting in favour of a resolution shall be construed accordingly. 60.4 A resolution in writing made in accordance with this Article shall constitute minutes for the purposes of the Law. 60.5 For the purposes of this Article, the date of the resolution is the date when the resolution is signed by, or in the case of a Director that is a corporation whether or not a company within the meaning of the Law, on behalf of, the last Director to sign (or Alternate Director to sign if so authorised under Article 40.6), and any reference in any Article to 32 the date of passing of a resolution is, in relation to a resolution made in accordance with this Article, a reference to such date. 61. VALIDITY OF PRIOR ACTS OF THE BOARD No regulation or alteration to these Articles made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made. CORPORATE RECORDS 62. MINUTES The Board shall cause minutes to be duly entered in books provided for the purpose: (a) of all elections and appointments of Officers; (b) of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and (c) of all resolutions and proceedings of general meetings of the Members, meetings of the Board, meetings of managers and meetings of committees appointed by the Board. 63. REGISTER OF MORTGAGES AND CHARGES 63.1 The Directors shall cause to be kept the Register of Mortgages and Charges required by the Law. 63.2 The Register of Mortgages and Charges shall be open to inspection in accordance with the Law, at the office of the Company on every business day in the Cayman Islands, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each such business day be allowed for inspection. 64. FORM AND USE OF SEAL 64.1 The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf; and, until otherwise determined by the Directors, the Seal shall be affixed in the presence of a Director or the Secretary or an assistant secretary or some other person authorised for this purpose by the Directors or the committee of Directors. 64.2 Notwithstanding the foregoing, the Seal may without further authority be affixed by way of authentication to any document required to be filed with the Registrar of Companies in the Cayman Islands, and may be so affixed by any Director, Secretary or assistant secretary of the Company or any other person or institution having authority to file the document as aforesaid. 64.3 The Company may have one or more duplicate Seals, as permitted by the Law; and, if the Directors think fit, a duplicate Seal may bear on its face of the name of the country, territory, district or place where it is to be issued. 33 ACCOUNTS 65. BOOKS OF ACCOUNT 65.1 The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:- (a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates; (b) all sales and purchases of goods by the Company; and (c) all assets and liabilities of the Company. 65.2 Such records of account shall be kept and proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept, at such place as the Board thinks fit, such books as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions. 65.3 No Member (not being a Director) shall have any right of inspecting any account or book or document of the Company. 66. FINANCIAL YEAR END The financial year end of the Company shall be 31st December in each year but, subject to any direction of the Company in general meeting, the Board may from time to time prescribe some other period to be the financial year, provided that the Board may not without the sanction of an ordinary resolution prescribe or allow any financial year longer than eighteen months. AUDITS 67. AUDIT Nothing in these Articles shall be construed as making it obligatory to appoint Auditors. 68. APPOINTMENT OF AUDITORS 68.1 The Company may in general meeting appoint Auditors to hold office for such period as the Members may determine. 68.2 Whenever there are no Auditors appointed as aforesaid the Directors may appoint Auditors to hold office for such period as the Directors may determine or earlier removal from office by the Company in general meeting. 68.3 The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company. 69. REMUNERATION OF AUDITORS Unless fixed by the Company in general meeting the remuneration of the Auditor shall be as determined by the Directors. 70. DUTIES OF AUDITOR The Auditor shall make a report to the Members on the accounts examined by him and on every 34 set of financial statements laid before the Company in general meeting, or circulated to Members, pursuant to this Article during the Auditor's tenure of office. 71. ACCESS TO RECORDS 71.1 The Auditor shall at all reasonable times have access to the Company's books, accounts and vouchers and shall be entitled to require from the Company's Directors and Officers such information and explanations as the Auditor thinks necessary for the performance of the Auditor's duties and, if the Auditor fails to obtain all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of their audit, he shall state that fact in his report to the Members. 71.2 The Auditor shall be entitled to attend any general meeting at which any financial statements which have been examined or reported on by him are to be laid before the Company and to make any statement or explanation he may desire with respect to the financial statements. VOLUNTARY WINDING-UP AND DISSOLUTION 72. WINDING-UP 72.1 The Company may be voluntarily wound-up by a special resolution of the Members. 72.2 If the Company shall be wound up the liquidator may, with the sanction of a special resolution, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability. CHANGES TO CONSTITUTION 73. CHANGES TO ARTICLES Subject to the Law and to the conditions contained in its memorandum, the Company may, by special resolution, alter or add to its Articles. 74. CHANGES TO THE MEMORANDUM OF ASSOCIATION Subject to the Law, the Company may from time to time by special resolution alter its Memorandum of Association with respect to any objects, powers or other matters specified therein. 75. DISCONTINUANCE The Board may exercise all the powers of the Company to transfer by way of continuation the Company to a named country or jurisdiction outside the Cayman Islands pursuant to the Law. 35 SCHEDULE I The Ordinary Shares and the Preferred Shares (comprising Series A Shares and Series B Shares) shall have the following rights and be subject to the following restrictions: (A) DIVIDEND RIGHTS (i) The Company shall not declare, pay or set aside any dividends on shares of any class or series of shares unless the holders of the Preferred Share then outstanding shall first receive, or simultaneously receive, in full, a dividend on each outstanding Preferred Share in an amount at least equal to (i) in the case of a dividend on Ordinary Shares or any class or series that is convertible into Ordinary Shares, such dividend per Preferred Share as would equal the product of (a) the dividend payable on each share of such class or series determined, if applicable, as if all such shares of such class or series had been converted into Ordinary Shares and (b) the number of Ordinary Shares issuable upon conversion of a Preferred Share, in each case calculated on the record date for determination of holders entitled to receive such dividend. (B) VOTING RIGHTS (i) General Rights. Subject to the provisions of the Memorandum and these Articles, at all general meetings of the Company: (a) the holder of each Ordinary Share issued and outstanding shall have one vote in respect of each Ordinary Share held, and (b) the holder of each Preferred Share shall be entitled to such number of votes as equals the whole number of Ordinary Shares into which such holder's collective Preferred Shares are convertible immediately after the close of business on the record date of the determination of the Company's shareholders entitled to vote or, if no such record date is established, at the date such vote is taken or any written consent of the Company's shareholders is first solicited. Subject to provisions to the contrary elsewhere in the Memorandum and these Articles, or as required by the Law, the holders of Preferred Shares shall vote together with the holders of Ordinary Shares, and not as a separate class or series, on all matters put before the Members. (C) PROTECTIVE PROVISIONS (i) The following actions by the Company shall be deemed to constitute a variation of the rights of the holders of the Preferred Shares then outstanding, and in addition to any other vote or consent required elsewhere in the Memorandum and these Articles or by the Law, neither the Company nor the Operating Subsidiary shall take any of the following actions without first obtaining the affirmative vote of the Majority of the Series A Shareholders and the Lead Series B Shareholder then outstanding, voting as separate classes, or a written consent of each of the Majority of the Series A Shareholders and the Lead Series B Shareholder: (a) Issue or sell any equity, equity-related or debt securities of any Group Company, other than (i) Ordinary Shares to be issued upon conversion of the Series A Preferred Shares or the Series B Preferred Shares, (ii) upon the exercise of the TB Management Warrant, and (iii) upon the exercise of options granted under stock 36 option plans approved by the Board, provided that the number of such Ordinary Shares shall not exceed five percent (5%) of the Ordinary Shares Equivalent after giving effect to the closing of the issuance of the Series B Shares under the Series B Purchase Agreement); (b) Redeem, acquire or otherwise purchase any Ordinary Shares or any preferred stock or any other securities of the Company, or any equity or securities of other Group Companies, other than any such securities from an employee or consultant of the Company upon termination of such person's employment or consulting arrangement, as the case may be, with the Company or in connection with a corporate reorganization within the Group (as approved by the Board (including the approval of each of the Series A Nominee Director and the Series B Nominee Director); (c) Make any acquisitions, merger or consolidation, enter into a joint venture arrangement or incorporate any subsidiary in excess of US$3 million in aggregate, unless such action and the terms thereof have been approved by the Board (including the approval of each of the Series A Nominee Director and the Series B Nominee Director); provided, however, that the foregoing provision shall not apply in the event that the Company or any Subsidiary forms a joint venture enterprise outside the PRC with an aggregate investment amount of less than US$5 million; (d) Acquire any shares, securities or interests in any Person other than an Affiliate of the Company in excess of US$ 3 million in aggregate, including any joint venture entities in which the Company or its Affiliates hold an equity interest, in excess of US$ 3 million in aggregate, unless such action and the terms thereof have been approved by the Board (including the approval of each of the Series A Nominee Director and the Series B Nominee Director); (e) Sell, lease, dispose of or otherwise transfer all or substantially all of the assets of any Group Company; (f) Incur any indebtedness or assume any financial obligation or issue, assume, guarantee or create any liability for borrowed money from any Person other than an Affiliate of the Company in excess of US$3 million in aggregate at any time outstanding unless such liability is incurred (1) pursuant to a budget or business plan approved by (x) the Board and (y) the Majority of the Series A Shareholders and the Lead Series B Shareholder, voting as two separate classes (the "BUDGET" or the "BUSINESS PLAN", as applicable), or (2) otherwise approved by the Board (including the approval of each of the Series A Nominee Director and the Series B Nominee Director); (g) Extend any loan to, or guarantee any indebtedness or financial obligations of, any Person other than an Affiliate of the Company, including any joint venture entities in which the Company or its Affiliates hold an equity interest unless pursuant to a Budget or Business plan or otherwise approved by the Board (including the approval of each of the Series A Nominee Director and the Series B Nominee Director); 37 (h) Approve or make any capital expenditure in excess of US$3 million of any Group Company unless such capital expenditure is made pursuant to a Budget or Business plan or otherwise approved by the Board (including the approval of each of the Series A Nominee Director and the Series B Nominee Director); (i) Enter into any transaction with the Founder or any of their respective Affiliates in excess of US$1 million in aggregate, unless in connection with an employment or consulting arrangement with a Group Company approved by the Compensation Committee of the Board (including the approval of each of the Series A Nominee Director and the Series B Nominee Director); (j) Enter into any transaction with any other Group Company or any of their respective Affiliates in excess of US$3 million in aggregate, except for any purchase of silicon raw materials by the Operating Subsidiary from any of its Affiliates or any purchase or supply of PV products among the Operating Subsidiary and its non-PRC Subsidiaries; provided, however, that (i) the Company shall certify in writing to the Lead Series B Shareholder within one (1) month after such transaction that such transaction is on an arm length basis and in the ordinary course of business, and (ii) to the extent applicable, the establishment of such non-PRC Subsidiaries shall be approved by each of the Preferred Shareholder Directors in writing; (k) Approve annual budgets and business plans; (l) Appoint, terminate or change the terms of employment (including an increase in compensation in a twelve-month period by more than ten percent (10%) in the aggregate compared to the immediately preceding twelve-month period) with respect to the ten (10) most highly compensated employees of the Company; (m) Amend, repeal or modify the Memorandum or Articles of Association of the Company, any equivalent articles of association, joint venture contract or any by-laws, or other constitutional documents of any Group Company; (n) Declare or pay any dividends or any other distributions to any of the Shareholders; (o) Make any material change in the accounting methods or policies or appoint, remove or change the independent public accountants other than as required by applicable law, regulations or accounting standards; (p) Dissolve, liquidate, wind up, recapitalize, reorganize or commence any bankruptcy proceedings with respect to any Group Company; (q) Change the principal business activities of the Company or the Operating Subsidiary's registered capital other than through a Transfer to an Affiliate of the Company or the Operating Subsidiary; (r) Effect a recapitalization, reclassification or reorganization of its shares or the or registered capital of any Group Company, unless approved by the Board 38 (including the approval of each of the Series A Nominee Director and the Series B Nominee Director); and (s) Issue or grant any securities to the chief executive officer, the chief financial officer, the chief operating officer and the chief technology officer of the Company and any person who is not an employee of a Group Company, unless such issuance and grant to such person has been approved by the Board (including the approval of each of the Series A Nominee Director and the Series B Nominee Director). (ii) The Company shall use its reasonably best efforts to procure that the Operating Subsidiary and any other Group Company take actions only as directed or permitted by the Company's Board. (D) LIQUIDATION RIGHTS (i) Liquidation Preferences. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (a "LIQUIDATION EVENT"): (a) Before any distribution or payment of assets or surplus funds of the Company shall be made to the holders of any Ordinary Shares and any other equity securities of the Company, each holder of Preferred Shares shall be entitled to receive, on parity with each other, an amount equal to one hundred percent (100%) of the original issue price of each of the Preferred Shares for each Preferred Share in issue ("ORIGINAL ISSUE PRICE") (in each case as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus all dividends accrued or declared and unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per Preferred Share then held by such holder. If, upon any such liquidation, distribution, or winding up, the entire assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all Preferred Shares, then such assets shall be distributed among the holders of Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon. With respect to the Series A Shares, the Original Issue Price shall be US$2.1049. With respect to the Series B Shares, the Original Issue Price shall be US$4.835. (b) After distribution or payment in full of the amount distributable or payable on the Preferred Shares pursuant to the above paragraph, the remaining assets of the Company available for distribution to members shall be distributed ratably among the holders of outstanding Preferred Shares and Ordinary Shares in proportion to the number of outstanding shares held by each such holder, treating for this purpose all such securities as if they had been converted into Ordinary Shares pursuant to the terms of these Articles immediately prior to such dissolution, liquidation or winding up of the Company. (c) In the event that the Company proposes to distribute assets other than cash in 39 connection with any liquidation, dissolution or winding up of the Company (not including a Deemed Liquidation Event), the value of the assets to be distributed to the holder of the Preferred Shares and Ordinary Shares shall be determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a Deemed Liquidation Event hereunder, by the Board, which decision shall include the affirmative vote of the Preferred Shareholder Directors, if any). Any securities not subject to investment letter or similar restrictions on free marketability shall be valued as follows: (x) If traded on a securities exchange, the value shall be deemed to be the average of the security's closing prices on such exchange over the thirty (30) day period ending one (1) day prior to the distribution; (y) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution; and (z) If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board). The method of valuation of securities subject to restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in sub-paragraphs (x), (y) or (z) of this Clause (D)(i) to reflect the fair market value thereof as determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board, which decision shall include the affirmative vote of at the Preferred Shareholder Directors, if any). The holders of at least a majority of the outstanding Series A Shares or the holders of at least a majority of the outstanding Series B Shares shall have the right to challenge any determination by the liquidator or the Board, as the case may be, of fair market value pursuant to this Clause (D)(i), in which case the determination of fair market value shall be made by an independent appraiser selected jointly by the liquidator or the Board, as the case may be, and the challenging parties, the cost of such appraisal to be borne equally by the Company and the challenging holders of Series A Shares or the Series B Shares, as the case may be. (ii) Deemed Liquidation. The following events shall be treated as a Liquidation Event (each, a "DEEMED LIQUIDATION EVENT") unless waived by the holders of at least a majority of the outstanding Series A Shares and a majority of the outstanding Series B Shares, voting as separate classes on an as-converted basis: (a) any consolidation, amalgamation or merger of the Company or the Operating Subsidiary with or into any other Person or other corporate reorganization, in which the members of the Company or the Operating Subsidiary, as the case may be, immediately after to such consolidation, amalgamation, merger or 40 reorganization, own less than fifty percent (50%) of the voting power of the Company or the Operating Subsidiary, as the case may be, immediately after such consolidation, merger, amalgamation or reorganization, or any transaction or series of related transactions to which the Company or the Operating Subsidiary, as the case may be, is a party in which in excess of fifty percent (50%) of the voting power of the Company or the Operating Subsidiary, as the case may be, is transferred, but excluding any transaction effected solely for tax purposes or to change the domicile of the Company or the Operating Subsidiary, as the case may be; or (b) a sale, lease or other disposition of all or substantially all of the assets of the Company or the Operating Subsidiary. Upon any Deemed Liquidation Event, any proceeds resulting to the shareholders of the Company therefrom shall be distributed in accordance with the terms of Clause (D)(i) above; provided, however, if such proceeds are in an amount greater than $1,000,000,000, such proceeds shall be distributed ratably among the holders of outstanding Preferred Shares and Ordinary Shares in proportion to the number of outstanding shares held by each such holder, treating for this purpose all such securities as if they had been converted into Ordinary Shares pursuant to the terms of these Articles immediately prior to such Deemed Liquidation Event. (E) CONVERSION RIGHTS (i) The holders of the Preferred Shares shall have the following rights described below with respect to the conversion of the Preferred Shares into Ordinary Shares. The number of Ordinary Shares to which a holder shall be entitled upon conversion of any Series A Shares shall be the quotient of the Original Issue Price for the Series A Shares divided by the then-effective Series A Conversion Price (the "SERIES A CONVERSION PRICE") and the number of Ordinary Shares to which a holder shall be entitled upon conversion of any Series B Shares shall be the quotient of the Original Issue Price for the Series B Shares divided by the then-effective Series B Conversion Price (the "SERIES A CONVERSION PRICE" and the "SERIES B CONVERSION PRICE" shall each hereinafter be referred to as the "CONVERSION PRICE"). The initial Conversion Price shall equal the Original Issue Price. For the avoidance of doubt, the initial conversion ratio for the Preferred Shares to Ordinary Shares shall be 1:1, subject to adjustments of the Conversion Price, as set forth below: (a) Optional Conversion. (1) Subject to complying with the requirements of the Law and Clause (E)(i), any Preferred Share may, at the option of the holder thereof, be converted at any time into fully-paid and nonassessable Ordinary Shares based on the then-effective Conversion Price. (2) The holder of any Preferred Shares who desires to convert such shares into Ordinary Shares shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Preferred Shares, and shall give written notice to the Company at such 41 office that such holder has elected to convert such shares. Such notice shall state the number of Preferred Shares being converted. Thereupon, the Company shall promptly issue and deliver to such holder at such office a certificate or certificates for the number of Ordinary Shares to which the holder is entitled and update the Register of Members accordingly. No fractional Ordinary Shares shall be issued upon conversion of the Preferred Shares, and the number of Ordinary Shares to be so issued to a holder of Preferred Shares upon the conversion of such Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be rounded to the nearest whole share. Such conversion shall be deemed to have been made at the close of business on the date of the surrender of the certificates representing the Preferred Shares to be converted, and the person entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Ordinary Shares on such date. (b) Automatic Conversion. (1) Without any action being required by the holder of such share and whether or not the certificates representing such share are surrendered to the Company or its transfer agent, each Preferred Share shall automatically be converted, based on the then-effective Conversion Price, into Ordinary Shares upon the first to occur of (i) immediately prior to the closing of a Qualified IPO, and (ii) the election of the holders of a majority of the Preferred Shares then outstanding, voting together as a single class. Any conversion pursuant to this Clause shall be referred to as an "Automatic Conversion." (2) The Company shall not be obligated to issue certificates for any Ordinary Shares issuable upon the Automatic Conversion of any Preferred Shares unless the certificate or certificates evidencing such Preferred Shares is either delivered as provided below to the Company or any transfer agent for the Preferred Shares, or the holder notifies the Company or its transfer agent that such certificate has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificate. The Company shall, as soon as practicable after receipt of certificates for the Preferred Shares, or satisfactory agreement for indemnification in the case of a lost certificate, promptly issue and deliver at its office to the holder thereof a certificate or certificates for the number of Ordinary Shares to which the holder is entitled. No fractional Ordinary Shares shall be issued upon conversion of the Preferred Shares, and the number of Ordinary Shares to be so issued to a holder of converting Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be rounded to the nearest whole share. Any person entitled to receive Ordinary Shares issuable upon the Automatic Conversion shall be treated for all purposes as the record holder of such Ordinary Shares on the date of such conversion. 42 (c) Conversion Mechanism. The conversion hereunder of any Preferred Share shall be effected in the following manner: (1) The Company shall redeem each Preferred Share for aggregate consideration (the "Redemption Amount") equal to (a) the aggregate par value of any Ordinary Shares of the Company to be issued upon such conversion and (b) the aggregate value, as determined by the Board of Directors, of any other assets which are to be distributed upon such conversion. (2) Concurrent with the redemption of such shares, the Company shall apply the Redemption Amount for the benefit of the holder of the Preferred Shares to pay for any Ordinary Shares of the Company issuable, and any other assets distributable, to such holder in connection with such conversion. (3) Upon application of the Redemption Amount, the Company shall issue to the holder of the Preferred Shares all Ordinary Shares issuable, and distribute to such holder all other assets distributable, upon such conversion. (d) Conversion Price. The Conversion Price shall be adjusted from time to time as provided below: (1) Adjustment for Share Splits and Consolidations. If the Company shall at any time, or from time to time, effect a subdivision of the outstanding Ordinary Shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately decreased. Conversely, if the Company shall at any time, or from time to time, consolidate the outstanding Ordinary Shares into a smaller number of shares, the Conversion Price in effect immediately prior to the consolidation shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or consolidation becomes effective. (2) Adjustment for Ordinary Share Dividends and Distributions. If the Company makes (or fixes a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution to the holders of Ordinary Shares payable in additional Ordinary Shares, the Conversion Price then in effect shall be decreased as of the time of such issuance (or in the event such record date is fixed, as of the close of business on such record date) by multiplying such Conversion Price then in effect by a fraction (i) the numerator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of 43 business on such record date plus the number of Ordinary Shares issuable in payment of such dividend or distribution. (3) Adjustments for Other Dividends. If the Company at any time, or from time to time, makes (or fixes a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution payable in securities of the Company other than Ordinary Shares or Ordinary Share Equivalents, then, and in each such event, provision shall be made so that, upon conversion of any Preferred Share thereafter, the holder thereof shall receive, in addition to the number of Ordinary Shares issuable thereon, the amount of securities of the Company which the holder of such share would have received had the Preferred Shares been converted into Ordinary Shares immediately prior to such event, all subject to further adjustment as provided herein. (4) Reorganizations, Mergers, Consolidations, Reclassifications, Exchanges, Substitutions. If at any time, or from time to time, any capital reorganization or reclassification of the Ordinary Shares (other than as a result of a share dividend, subdivision, split or consolidation otherwise treated above) occurs or the Company is consolidated, merged or amalgamated with or into another Person (other than a Deemed Liquidation Event), then in any such event, provision shall be made so that, upon conversion of any Preferred Share thereafter, the holder thereof shall receive the kind and amount of shares and other securities and property which the holder of such share would have received had the Preferred Shares been converted into Ordinary Shares on the date of such event, all subject to further adjustment as provided herein, or with respect to such other securities or property, in accordance with any terms applicable thereto. (5) Sale of Shares below the Conversion Price. In the event the Company shall at any time after the Original Issue Date issue Additional Ordinary Shares, without consideration or for a consideration per share less than the applicable Conversion Price in effect immediately prior to such issue, then the Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest $0.01) determined in accordance with the following formula: CP2 = CP1 * (A + B) / (A + C) For purposes of the foregoing formula, the following definitions shall apply: (aa) CP2 shall mean the Conversion Price in effect immediately after such issue of Additional Ordinary Shares; (bb) CP1 shall mean the Conversion Price in effect immediately prior to such issue of Additional Ordinary Shares; 44 (cc) "A" shall mean the number of Ordinary Shares outstanding and deemed outstanding immediately prior to such issue of Additional Ordinary Shares (treating for this purpose as outstanding all shares of Ordinary Shares issuable upon exercise, conversion or exchange of Ordinary Share Equivalents (including the Preferred Shares outstanding immediately prior to such issue)); (dd) "B" shall mean the number of Ordinary Shares that would have been issued if such Additional Ordinary Shares had been issued at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Company in respect of such issue by CP1); and (ee) "C" shall mean the number of such Additional Ordinary Shares issued in such transaction. (e) Determination of Consideration. (1) For the purpose of making any adjustment to the Conversion Price or number of Ordinary Shares issuable upon conversion of the Preferred Shares, as provided in Clause (E)(i)(d)(5): (i) To the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or sale; (ii) To the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed at the fair market value thereof (as determined in good faith by a majority of the Board of Directors including the Preferred Shareholder Directors, if any), as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such property; and (iii) If Additional Ordinary Shares or Ordinary Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Shares are issued or sold together with other stock or securities or other assets of the Company for consideration which covers both, the consideration received for the Additional Ordinary Shares or such Ordinary Share Equivalents shall be computed as that portion of the consideration received (as determined in good faith by a majority of the Board of Directors including the Preferred Shareholder Directors, if any) to be allocable to such Additional 45 Ordinary Shares or Ordinary Share Equivalents. (iv) For the purpose of making any adjustment to the Conversion Price provided in Clause (E)(i)(d)(5), if at any time, or from time to time, the Company issues any Ordinary Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Shares and the Effective Conversion Price of such Ordinary Share Equivalents is less than the Conversion Price in effect immediately prior to such issuance, then, for purposes of calculating any adjustment with respect to the Conversion Price, at the time of such issuance the Company shall be deemed to have issued the maximum number of Additional Ordinary Shares issuable upon the exercise, conversion or exchange of such Ordinary Share Equivalents and to have received in consideration for each Additional Ordinary Share deemed issued an amount equal to the Effective Conversion Price. (f) Other Dilutive Events. In case any event shall occur as to which the other provisions of these Articles are not strictly applicable, but the failure to make any adjustment to the Conversion Price would not fairly protect the conversion rights of the Preferred Shares in accordance with the essential intent and principles hereof, then, in each such case, the Company, in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in these Articles, necessary to preserve, without dilution, the conversion rights of the Preferred Shares. (g) Certificate of Adjustment. In the case of any adjustment or readjustment of the Conversion Price, the Company, at its sole expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of Preferred Shares at the holder's address as shown in the Company's books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or deemed to be received by the Company for any Additional Ordinary Shares issued or sold or deemed to have been issued or sold, (ii) the number of Additional Ordinary Shares issued or sold or deemed to be issued or sold, (iii) the Conversion Price in effect before and after such adjustment or readjustment, and (iv) the number of Ordinary Shares and the type and amount, if any, of other property which would be received upon conversion of the Preferred Shares after such adjustment or readjustment. (h) Notice of Record Date. In the event the Company shall propose to take any action of the type or types requiring an adjustment to the Conversion Price or the number or character of the Preferred Shares as set forth herein, the Company shall give notice to the holders of the Preferred Shares, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of 46 such notice) on the Conversion Price and the number, kind or class of shares or other securities or property which shall be deliverable upon the occurrence of such action or deliverable upon the conversion of the Preferred Shares. In the case of any action which would require the fixing of a record date, such notice shall be given at least twenty (20) days prior to the date so fixed, and in the case of all other actions, such notice shall be given at least thirty (30) days prior to the taking of such proposed action. (i) Reservation of Shares Issuable Upon Conversion. Notices. Any notice required or permitted pursuant to Clause (E)(i) shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to each holder of record at the address of such holder appearing on the books of the Company. Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid. (j) Payment of Taxes. The Company will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of Ordinary Shares upon conversion of Preferred Shares, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of Ordinary Shares in a name other than that in which the Preferred Share so converted were registered. (F) REDEMPTION (i) Except as provided for in this Article, the Preferred Shares shall not be redeemable. (a) Optional Redemption. (1) Prior to the consummation of a Qualified IPO, the holders of at least a majority of the outstanding Series A Preferred Shares or Series B Shares, as the case may be, may, by written request to the Company (the "REDEMPTION REQUEST"), require that the Company redeem all, but not less than all, of the outstanding Preferred Shares held by such holders in accordance with the following terms; provided that the holders of Series A Shares and Series B Shares may not exercise such right prior to the third anniversary of the initial issuance of the first Series A Share. A Redemption Request shall be given by hand or by mail to the registered office of the Company. (2) Following receipt of a Redemption Request, the Company shall within thirty (30) calendar days give written notice (a "REDEMPTION NOTICE") to each holder of record of Preferred Shares, at the address last shown on the 47 records of the Company for such holder(s). Such Redemption Notice shall indicate that holders of Series A Shares or Series B Shares, as the case may be, have elected redemption of all of their Preferred Shares pursuant to the provisions of these Articles, shall specify the redemption date, shall direct the holders of such shares to submit their share certificates to the Company on or before the scheduled Redemption Date (as defined below), and shall direct the holders of Preferred Shares who have not otherwise elected to redeem their Preferred Shares of the process whereby such other holders also may elect to redeem their Preferred Shares pursuant to the provisions of these Articles. If the Company reasonably expects that the Company's assets or funds which will be legally available on the Redemption Date are insufficient to pay in full each Redemption Price (as defined below) to be paid at such Redemption Date, then the Company shall so specify in the Redemption Notice and shall also specify the number of the Series A Shares and/or Series B Shares, as the case may be, that the Company reasonably expects it will have sufficient funds to redeem in full on the Redemption Date. (3) The redemption price for each Preferred Share redeemed pursuant to these Articles shall be equal to the Original Issue Price for such Preferred Share plus the sum of an amount representing an internal rate of return of twelve percent (12%) per annum on the Original Issue Price and all dividends accrued and unpaid with respect to such Preferred Share (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) calculated from the date of issuance of such Preferred Share (the "REDEMPTION PRICE"). The redemption of any Preferred Shares pursuant to these Articles will take place within sixty (60) days of the date of such Redemption Notice at the offices of the Company, or such later date or other place as the holders electing to redeem their Preferred Shares and the Company may mutually agree in writing (each a "REDEMPTION DATE"). At a Redemption Date, subject to applicable law, the Company will, from any source of assets or funds legally available therefor, redeem each Preferred Share that has been submitted for redemption by paying in cash therefor the Redemption Price for such Preferred Share, against surrender by such holder at the Company's principal office of the certificate representing such share. From and after a Redemption Date, if the Company makes the Redemption Price available to a holder of a Preferred Share, all rights of such holder (except the right to receive the Redemption Price) will cease with respect to such Preferred Share, and such Preferred Share will not thereafter be transferred on the books of the Company or be deemed outstanding for any purpose whatsoever. (b) Insufficient Funds. If the Company's assets or funds which are legally available on any Redemption Date are insufficient to pay in full the Redemption Price in full on all Preferred Shares to be redeemed on such Redemption Date, or if the Company is otherwise prohibited by applicable law from making such redemption, those assets or funds which are legally available shall be used to the extent permitted by applicable law 48 to pay all Redemption Prices due on such Redemption Date ratably in proportion to the full amounts to which the holders to which such payments are due would otherwise be respectively entitled thereon. Thereafter, all assets or funds of the Company that become legally available for the redemption of shares shall immediately be used to pay the Redemption Prices which the Company did not pay on the date that the payment of such Redemption Prices were due, without limiting any rights of the holders of Preferred Shares which are set forth in the Memorandum and these Articles, or are otherwise available under law, the balance of any shares subject to redemption hereunder with respect to which the Company has become obligated to pay the Redemption Price but which it has not paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such Preferred Shares had prior to such date, until the Redemption Price has been paid in full with respect to such Preferred Shares. (c) No Reissuance of Preferred Shares. No Preferred Share acquired by the Company by reason of redemption, purchase, conversion or otherwise shall be reissued. 49 SCHEDULE II (A) RIGHT OF PARTICIPATION WITH RESPECT TO NEW SECURITIES. Subject to Clauses (B) and (C) hereunder, the Company grants to each of the holders of Preferred Shares then outstanding the right of participation (the "RIGHT OF PARTICIPATION") to purchase its Pro Rata Share of New Securities which the Company may, from time to time prior to the Qualified IPO, propose to allot and issue; provided that (i) no holder of Series A Shares may exercise its Right of Participation unless the Majority of the Series A Shareholders elect to exercise such right and (ii) no holder of Series B Shares may exercise its Right of Participation unless the Lead Series B Shareholder elects to exercise such right. The Company shall offer to each holder of Preferred Shares for subscription up to its Pro Rata Share of the New Securities on the same terms and at the same price at which the Company proposes to allot and issue the New Securities. (B) ISSUANCE NOTICE. (i) In the event the Company proposes to issue New Securities, it shall give the holders of the Preferred Shares then outstanding a written notice (the "ISSUANCE NOTICE") of the Company's intention, describing the type of New Securities, the price, the terms upon which the Company proposes to issue the same, an offer for subscription the aggregate number of New Securities that holders of the Series A Shares as a single class and holders of the Series B Shares as a single class are each entitled to purchase pursuant to Clause (A) above, a statement that all such holders shall have thirty (30) days from the date of receipt of the Issuance Notice to accept the offer for subscription under the Issuance Notice (the "ISSUANCE NOTICE PERIOD"), and a statement that no such holder shall be entitled to exercise the Right of Participation unless (i) in the case of the holders of Series A Shares, the Majority of the Series A Shareholders must exercise such right and (ii) in the case of the holders of Series B Shares, the Lead Series B Shareholder must exercise such right. (ii) If the Majority of the Series A Shareholders elect to exercise the Right of Participation with the Issuance Notice Period, each such holder may elect to purchase up to its Pro Rata Share of the New Securities for the price and upon the terms specified in the Issuance Notice by (a) giving written notice to the Company within the Issuance Notice Period and (b) sending payment for its Pro Rata Share of New Securities to the Company. (iii) If the Lead Series B Shareholder elects to exercise the Right of Participation with the Issuance Notice Period, each such holder may elect to purchase up to its Pro Rata Share of the New Securities for the price and upon the terms specified in the Issuance Notice by (a) giving written notice to the Company within the Issuance Notice Period and (b) sending payment for its Pro Rata Share of New Securities to the Company. (C) SALE OF NEW SECURITIES. (i) If the Majority of the Series A Shareholders fail to exercise the Right of Participation within the Issuance Notice Period, the Company shall have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered by the Issuance Notice shall be closed, if at all, within thirty (30) days after the date of such agreement) to allot and issue the New Securities, at a price and upon general terms no 50 more favorable to the subscriber of the New Securities than specified in the Issuance Notice. If the number of New Securities which the Majority of the Series A Shareholders elect to subscribe in the aggregate is less the aggregate number of New Securities that the holders of Series A Shares are entitled to purchase as stated in the Issuance Notice, the Company shall have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered by the Issuance Notice shall be closed, if at all, within thirty (30) days after the date of such agreement) to allot and issue up to such number of the New Securities as equal to the difference between the number of New Securities which the Majority of the Series A Shareholders elect to subscribe in the aggregate and the aggregate number of New Securities that the holders of Series A Shares are entitled to purchase as stated in the Issuance Notice, at a price and upon general terms no more favorable to the subscriber of the New Securities than specified in the Issuance Notice. In the event the Company has not allotted and issued the New Securities within this ninety (90) day period, the Company shall not thereafter allot or issue any New Securities without first offering the New Securities to holders of the Series A Shares in the manner provided above. (ii) If the Lead Series B Shareholder fails to exercise the Right of Participation within the Issuance Notice Period, the Company shall have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered by the Issuance Notice shall be closed, if at all, within thirty (30) days after the date of such agreement) to allot and issue the New Securities, at a price and upon general terms no more favorable to the subscriber of the New Securities than specified in the Issuance Notice. If the number of New Securities which the Lead Series B Shareholder elects to subscribe in the aggregate is less the aggregate number of New Securities that the holders of Series B Shares are entitled to purchase as stated in the Issuance Notice, the Company shall have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered by the Issuance Notice shall be closed, if at all, within thirty (30) days after the date of such agreement) to allot and issue up to such number of the New Securities as equal to the difference between the number of New Securities which the Lead Series B Shareholder elects to subscribe in the aggregate and the aggregate number of New Securities that the holders of Series B Shares are entitled to purchase as stated in the Issuance Notice, at a price and upon general terms no more favorable to the subscriber of the New Securities than specified in the Issuance Notice. In the event the Company has not allotted and issued the New Securities within this ninety (90) day period, the Company shall not thereafter allot or issue any New Securities without first offering the New Securities to holders of the Series B Shares in the manner provided above. 51 SCHEDULE III (A) RIGHT OF FIRST REFUSAL. (i) Subject to the provisions of this Clause (A) and Clauses (E) and (G) hereof, if the Founder proposes to sell or otherwise transfer, directly or indirectly ("TRANSFER"), any interest in any Ordinary Shares or other voting securities of the Company owned by the Founder (the "FOUNDER SHARES"), then each of the holders of the Preferred Shares shall have a right of first refusal (the "RIGHT OF FIRST REFUSAL") to purchase the Founder Shares proposed to be Transferred; provided that with respect each such Transfer, (i) no holder of Series A Shares may exercise its Right of First Refusal unless the Majority of the Series A Shareholders elect to exercise such right and (ii) no holder of Series B Shares may exercise its Right of First Refusal unless the Lead Series B Shareholder elects to exercise such right. (ii) The Founder shall give a written notice (the "Transfer Notice") to each of the holder the Preferred Shares describing fully the proposed Transfer, including the number of shares proposed to be Transferred, the proposed Transfer price, the name and address of the proposed Transferee and a statement that no such holder may exercise the Right of First Refusal unless (i) in the case of the holder of Series A Shares, the Majority of the Series A Shareholders must exercise such right and (ii) in the case of the holder of Series B Shares, the Lead Series B Shareholder must exercise such right. The Transfer Notice shall be accompanied by a written certification by the Founder that the proposed transferee is a bona fide purchaser and the Transfer Notice constitutes a binding commitment of the Founder and the proposed transferee, with or without conditions, for the Transfer of that Founder Shares subject to the Right of First Refusal of the Majority of the Series A Shareholders or the Lead Series B Shareholder, as the case may be. (iii) The holders of the Preferred Shares shall then have the right to purchase up to all of the Founder Shares subject to the Transfer Notice at a price per share equal to the proposed per share transfer price, by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to such holders; provided that (i) in the case of the Series A Shareholders, the Majority of the Series A Shareholders have elected to exercise such right and (ii) in the case of the Series B Shareholders, the Lead Series B Shareholder has elected to exercise such right. (B) CO-SALE RIGHT. (i) General. If the Founder proposes to Transfer any Founder Shares or any interest therein to any person or entity, each holder of the Preferred Shares shall have the right, exercisable upon written notice to the Founder within thirty (30) days after the date the Transfer Notice is delivered to such holder, to participate in such sale of Founder Shares on substantially the same terms and conditions applicable to the Founder (the "CO-SALE RIGHT"); provided, however, that (i) the Co-Sale Right shall not apply to any Transfer of Founder Shares pursuant to the exercise of the Right of First Refusal under Clause (A) and (ii) with respect to each such Transfer, (A) no holder of Series A Shares may exercise its Co-Sale Right unless the Majority of the Series A Shareholders elect to exercise such right and (B) no holder of Series B Shares may exercise its Co-Sale Right unless the Lead 52 Series B Shareholder elects to exercise such right. (ii) Notice of Exercise. (a) Notice of exercise of the Co-Sale Right shall indicate the number of Founder Shares each holder of the Preferred Shares wishes to Transfer under the Co-Sale Right and include an acknowledgment from such holder that it may not exercise its Co-Sale Right unless (A) in the case of the holders of Series A Shares, the Majority of the Series A Shareholders must exercise such right and (ii) in the case of the holders of Series B Shares, the Lead Series B Shareholder must exercise such right. (b) If the Majority of the Series A Shareholders elect to exercise the Co-Sale Right, the holders of the Series A Shares may Transfer in the aggregate up to the number of shares of Founder Shares equal to the product obtained by multiplying the aggregate number of the Founder Shares proposed to be Transferred as set out in the Transfer Notice by a fraction, (x) the numerator of which is the number of Shares held in the aggregate by such Majority of the Series A Shareholders immediately before the Transfer and (y) the denominator of which is the total number of the Shares held, in the aggregate, by the Founder and such Majority of the Series A Shareholders immediately before the Transfer. If the Majority of the Series A Shareholders exercise their Co-Sale Right in accordance with the terms and conditions set forth in this Clause (B), the Founder may Transfer its Shares only if the proposed transferee completes the purchase of the shares which such Majority of the Series A Shareholders seek to sell pursuant to the exercise of the Co-Sale Right. (c) If the Lead Series B Shareholder elects to exercise the Co-Sale Right, the holders of the Series B Shares may Transfer in the aggregate up to the number of shares of Founder Shares equal to the product obtained by multiplying the aggregate number of the Founder Shares proposed to be Transferred as set out in the Transfer Notice by a fraction, (x) the numerator of which is the number of Shares held in the aggregate by such Lead Series B Shareholder immediately before the Transfer and (y) the denominator of which is the total number of the Shares held, in the aggregate, by the Founder and such Lead Series B Shareholder immediately before the Transfer. If the Lead Series B Shareholder exercises its Co-Sale Right in accordance with the terms and conditions set forth in this Clause (B), the Founder may Transfer its Shares only if the proposed transferee completes the purchase of the shares which such Lead Series B Shareholder seeks to sell pursuant to the exercise of the Co-Sale Right. (iii) Delivery of Certificates. (a) The Majority of the Series A Shareholders shall effect their participation in the Transfer under this Clause (B) by, promptly or no later than fifteen (15) days after the exercise of such Majority of the Series A Shareholders of the Co-Sale Right, delivering to the Founder for Transfer to the prospective purchaser one or more certificates, properly endorsed for Transfer, which represent the type and number 54 of the Series A Shares which such Majority of the Series A Shareholders elect to Transfer; provided, however, that if the prospective purchaser objects to the delivery of the Series A Shares in lieu of Ordinary Shares, such Majority of the Series A Shareholders shall first convert the Series A Shares into Ordinary Shares and deliver Ordinary Shares as provided in this Clause (B). The Company agrees to make any such conversion concurrent with and contingent upon the actual Transfer of such shares to the prospective purchaser. (b) The Lead Series B Shareholder shall effect its participation in the Transfer under this Clause (B) by, promptly or no later than fifteen (15) days after the exercise of the Lead Series B Shareholder of the Co-Sale Right, delivering to the Founder for Transfer to the prospective purchaser one or more certificates, properly endorsed for Transfer, which represent the type and number of the Series B Shares which such Lead Series B Shareholder elects to Transfer; provided, however, that if the prospective purchaser objects to the delivery of the Series B Shares in lieu of Ordinary Shares, such Lead Series B Shareholder shall first convert the Series B Shares into Ordinary Shares and deliver Ordinary Shares as provided in this Clause (B). The Company agrees to make any such conversion concurrent with and contingent upon the actual Transfer of such shares to the prospective purchaser. (iv) Sales Proceeds. (a) The stock certificate or certificates that the Majority of the Series A Shareholders deliver to the Founder pursuant Clause (B)(iii)(a) shall be transferred to the prospective purchaser in consummation of the sale of the Founder Shares pursuant to substantially the same terms and conditions as specified in the Transfer Notice, and the Founder shall upon receiving the same from the prospective purchaser concurrently remit to each holder constituting such Majority of the Series A Shareholders on a prorated basis the portion of the sale proceeds to which such Majority of the Series A Shareholders is entitled by reason of its participation in the Transfer. To the extent that any prospective purchaser or purchasers prohibit assignment or otherwise refuse to purchase shares or other securities from such Majority of the Series A Shareholders, the Founder shall not Transfer to the prospective purchaser or purchasers any Series A Shares unless and until, simultaneously with the sale, the Founder purchases those shares or other securities from such Majority of the Series A Shareholders. (b) The stock certificate or certificates that the Lead Series B Shareholder delivers to the Founder pursuant to Clause (B)(iii)(b) shall be transferred to the prospective purchaser in consummation of the sale of the Founder Shares pursuant to substantially the same terms and conditions as specified in the Transfer Notice, and the Founder shall upon receiving the same from the prospective purchaser concurrently remit to the Lead Series B Shareholder on a prorated basis the portion of the sale proceeds to which the Lead Series B Shareholder is entitled by reason of its participation in the Transfer. To the extent that any prospective purchaser or purchasers prohibit assignment or otherwise refuse to purchase shares or other securities from the Lead Series B Shareholder, the Founder shall 54 not Transfer to the prospective purchaser or purchasers any Series A Shares unless and until, simultaneously with the sale, the Founder purchases those shares or other securities from the Lead Series B Shareholder. (v) Purchase and Sales Agreement. The terms and conditions of any sale pursuant to this Clause B shall be memorialized in, and governed by, a written purchase and sales agreement with customary terms and provisions for such a transaction; provided that the Majority of the Series A Shareholders or the Lead Series B Shareholder, as the case may be, shall not be required to give any representations or warranties other than those reasonably requested relating to its title in and ownership of the shares and information relating to such majority or in connection with complying with the relevant exemptions of the Securities Act. (C) SALE BY THE FOUNDER. Subject to Clause (F), if and to the extent that either or both of the Majority of the Series A Shareholders or the Lead Series B Shareholder do not exercise its Right of First Refusal or Co-Sale Right with respect to the sale of the Founder Shares subject to the Transfer Notice within the relevant prescribed period, the Founder may, not later than ninety (90) days following delivery to such Majority of the Series A Shareholders and/or the Lead Series B Shareholder, as the case may be, of the Transfer Notice, conclude a bona fide Transfer of all of the Founder Shares covered by the Transfer Notice on terms and conditions not more favorable to the transferee or transferor than those described in the Transfer Notice. Any proposed Transfer on terms and conditions more favorable than those described in the Transfer Notice, as well as any subsequent proposed transfer of any Founder Shares by the Founder, shall again be subject to the Right of First Refusal and the Co-Sale Right held by the Majority of the Series A Shareholders and/or the Lead Series B Shareholder, as the case may be, and shall require compliance by the Founder with the procedures described in this Schedule III. (D) NO ADVERSE EFFECT. The exercise or non-exercise by either or both of the Majority of the Series A Shareholders or the Lead Series B Shareholder of the Right of First Refusal or the Co-Sale Right shall not adversely affect its rights to participate in subsequent transfers of Founder Shares by the Founder subject to the provisions of this Schedule III. (E) EXEMPT TRANSFERS. (i) Notwithstanding the foregoing, the Right of Refusal and the Co-Sale Right shall not apply to any transfer or transfers of Founder Shares by the Founder to its Affiliates or the Company's employees, provided that such employee transferee shall agree to the same transfer restrictions set out in this Schedule III. (ii) Notwithstanding the foregoing, the Right of First Refusal or the Co-Sale Right shall not apply to the sale of any Founder Shares to the public pursuant to a Registration Statement filed with, and declared effective by, the Commission under the Securities Act (or with respect to a Registration in a jurisdiction other than the United States, with or by an equivalent agency under applicable law in such jurisdiction). (F) PROHIBITED TRANSFER. No sale of the Shares to a transferee under Clause (E) shall be effective if a purpose or effect of such transfer shall have been to circumvent the provisions in Clauses (A) and (B) hereof. Each Shareholder shall remain responsible for the performance of this Article by 55 each transferee of such Shareholder to whom the Shares are transferred. If any Affiliate of any Shareholder to whom the Shares are transferred pursuant to Clause (E) ceases to be an Affiliate of such Shareholder from whom it acquired such Shares pursuant to such provision, such Person shall re-convey such Shares to such transferring Shareholder as soon as reasonably practicable after such Person knows of its upcoming change of status immediately prior thereto. If such change of status is not known until after its occurrence, the former Affiliate shall make such transfer to such transferring Shareholder as soon as practicable after the former Affiliate receives notice thereof. (G) RESTRICTIONS ON THE TRANSFER BY THE PREFERRED SHAREHOLDERS. Any Preferred Shares, or any classes of shares of the Company, held by the Preferred Shareholders are freely transferable, subject to restrictions under applicable laws, provided, however, that (i) the holders of the Preferred Shares shall give advance written notice to the Company with respect to a proposed transfer of such shares, and (ii) such holders shall not transfer such shares to any Person whose principal business is, in the good faith determination of two-thirds of the members of the Board (not counting the Series A Nominees in the event that the Series A Shares are being proposed to be transferred and not counting the Series B Nominees in the event that the Series B Shares are proposed to be transferred), in direct competition with the principal business of the Company at the time of such transfer. In addition to the foregoing, for a period of one year (1) following the date of the Series A Shareholders Agreement, the Series A Shareholder (or its Affiliates) shall not transfer shares of the Company representing, on an aggregated basis, more than 50% of the Series A Shares (as determined on a fully-diluted, as-converted basis) to a Person other than Affiliates of the Series A Shareholder without the prior written consent of the Company, which consent shall not be unreasonably withheld. 56 EX-3.2 3 h00847exv3w2.txt EX-3.2 THIRD AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.2 THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF YINGLI GREEN ENERGY HOLDING COMPANY LIMITED (Adopted by special resolution passed on May 11, 2007) 1. The name of the Company is Yingli Green Energy Holding Company Limited. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. 3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted. 4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of The Companies Law. 5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed. 6. The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. 7. The liability of each member is limited to the amount from time to time unpaid on such member's shares. 8. The share capital of the Company is US$10,000,000 divided into 1,000,000,000 shares of a nominal or par value of US$0.01 each with such rights and restrictions attached thereto as set out in the third amended and restated Articles of Association. 9. The Company may exercise the power contained in the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction. THE THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF YINGLI GREEN ENERGY HOLDING COMPANY LIMITED (ADOPTED BY WAY OF A SPECIAL RESOLUTION PASSED ON MAY 11, 2007) I N D E X

SUBJECT Article No. - ------- ----------- Table A 1 Interpretation 2 Share Capital 3 Alteration Of Capital 4-7 Share Rights 8-9 Variation Of Rights 10-11 Shares 12-15 Share Certificates 16-21 Lien 22-24 Calls On Shares 25-33 Forfeiture Of Shares 34-42 Register Of Members 43-44 Record Dates 45 Transfer Of Shares 46-51 Transmission Of Shares 52-54 Untraceable Members 55 General Meetings 56-58 Notice Of General Meetings 59-60 Proceedings At General Meetings 61-65 Voting 66-77 Proxies 78-83 Corporations Acting By Representatives 84 No Action By Written Resolutions Of Members 85 Board Of Directors 86 Retirement of Directors 87-88 Disqualification Of Directors 89 Executive Directors 90-91 Alternate Directors 92-95 Directors' Fees And Expenses 96-99 Directors' Interests 100-103 General Powers Of The Directors 104-109 Borrowing Powers 110-113 Proceedings Of The Directors 114-123 Audit Committee 124-126 Officers 127-130 Register of Directors and Officers 131 Minutes 132 Seal 133 Authentication Of Documents 134 Destruction Of Documents 135 Dividends And Other Payments 136-145 Reserves 146 Capitalisation 147-148 Subscription Rights Reserve 149 Accounting Records 150-154 Audit 155-160 Notices 161-163 Signatures 164 Winding Up 165-166 Indemnity 167 Amendment To Memorandum and Articles of Association And Name of Company 168 Information 169

- 1 - INTERPRETATION TABLE A 1. The regulations in Table A in the Schedule to the Companies Law (Revised) do not apply to the Company. INTERPRETATION 2. (1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

WORD MEANING ---- ------- "Audit Committee" the audit committee of the Company formed by the Board pursuant to Article 124) hereof, or any successor audit committee. "Auditor" the independent auditor of the Company which shall be an internationally recognized firm of independent accountants. "Articles" these Articles in their present form or as supplemented or amended or substituted from time to time. "Board" or "Directors" the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present. "capital" the share capital from time to time of the Company. "clear days" in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect. "clearing house" a clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. "Company" Yingli Green Energy Holding Company Limited. "competent regulatory a competent regulatory authority in the territory authority" where the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such territory.

- 2 - "debenture" and include debenture stock and debenture "debenture holder" stockholder respectively. "Designated Stock the New York Stock Exchange Inc. Exchange" "dollars" and "$" dollars, the legal currency of the United States of America. "Exchange Act" the Securities Exchange Act of 1934, as amended. "head office" such office of the Company as the Directors may from time to time determine to be the principal office of the Company. "Law" The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. "Member" a duly registered holder from time to time of the shares in the capital of the Company. "month" a calendar month. "Notice" written notice unless otherwise specifically stated and as further defined in these Articles. "NYSE Listing Standards" the listing standards set forth in the New York Stock Exchange Listed Company Manual. "Office" the registered office of the Company for the time being. "ordinary resolution" a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days' Notice has been duly given; "paid up" paid up or credited as paid up. "Register" the principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time. "Registration Office" in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board - 3 - otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered. "SEC" the United States Securities and Exchange Commission. "Seal" common seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place outside the Cayman Islands. "Secretary" any person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary. "special resolution" a resolution shall be a special resolution when it has been passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days' Notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety-five (95) per cent. in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than ten (10) clear days' Notice has been given; a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles or the Statutes. "Statutes" the Law and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its Memorandum of Association and/or these Articles. "year" a calendar year. - 4 - (2) In these Articles, unless there be something within the subject or context inconsistent with such construction: (a) words importing the singular include the plural and vice versa; (b) words importing a gender include both gender and the neuter; (c) words importing persons include companies, associations and bodies of persons whether corporate or not; (d) the words: (i) "may" shall be construed as permissive; (ii) "shall" or "will" shall be construed as imperative; (e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member's election comply with all applicable Statutes, rules and regulations; (f) references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force; (g) save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context; (h) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not. SHARE CAPITAL 3. (1) The share capital of the Company at the date on which these Articles come into effect shall be divided into shares of a par value of $0.01 each. (2) Subject to the Law, the Company's Memorandum and Articles of Association and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, any power of the Company to purchase or otherwise acquire its own shares shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit. - 5 - (3) No share shall be issued to bearer. ALTERATION OF CAPITAL 4. The Company may from time to time by ordinary resolution in accordance with the Law alter the conditions of its Memorandum of Association to: (a) increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe; (b) consolidate and divide all or any of its capital into shares of larger amount than its existing shares; (c) without prejudice to the powers of the Board under Article 12, divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Directors may determine provided always that, for the avoidance of doubt, where a class of shares has been authorized by the Company no resolution of the Company in general meeting is required for the issuance of shares of that class and the Directors may issue shares of that class and determine such rights, privileges, conditions or restrictions attaching thereto as aforesaid, and further provided that where the Company issues shares which do not carry voting rights, the words "non-voting" shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words "restricted voting" or "limited voting"; (d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association (subject, nevertheless, to the Law), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares; (e) cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its capital by the amount of the shares so cancelled or, in the case of shares, without par value, diminish the number of shares into which its capital is divided. 5. The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the last preceding Article and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may - 6 - authorise some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company's benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. 6. The Company may from time to time by special resolution, subject to any confirmation or consent required by the Law, reduce its share capital or any capital redemption reserve or other undistributable reserve in any manner permitted by law. 7. Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise. SHARE RIGHTS 8. Subject to the provisions of the Law, the rules of the Designated Stock Exchange and the Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 12 hereof, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine, including without limitation on terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit. 9. Subject to the Law, any preferred shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder if so authorised by its Memorandum of Association, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by ordinary resolution of the Members determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Board, either generally or with regard to specific purchases. If purchases are by tender, tenders shall comply with applicable laws. VARIATION OF RIGHTS 10. Subject to the Law and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that: (a) the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be a person or persons (or in the case of a Member being a corporation, its duly authorized representative) together holding or representing - 7 - by proxy not less than one-third in nominal value of the issued shares of that class; (b) every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and (c) any holder of shares of the class present in person or by proxy or authorised representative may demand a poll. 11. The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further shares ranking pari passu therewith. SHARES 12. (1) Subject to the Law, these Articles and, where applicable, the rules of the Designated Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by Law. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series. (2) Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares of or ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions of the Memorandum and Articles of Association. - 8 - (3) The Board may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company on such terms as it may from time to time determine. 13. The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Law. Subject to the Law, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other. 14. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by law) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. 15. Subject to the Law and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose. SHARE CERTIFICATES 16. Every share certificate shall be issued under the Seal or a facsimile thereof and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon. 17. (1) In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders. (2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof. 18. Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines. - 9 - 19. Share certificates shall be issued within the relevant time limit as prescribed by the Law or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company. 20. (1) Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (2) of this Article. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof. (2) The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee. 21. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as the Company may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Board has determined that the original has been destroyed. LIEN 22. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member of the Company or not. The Company's lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article. 23. Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a notice in writing, stating and demanding payment - 10 - of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy. 24. The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. CALLS ON SHARES 25. Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days' Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour. 26. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payable either in one lump sum or by instalments. 27. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments due in respect thereof or other moneys due in respect thereof. 28. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of such interest wholly or in part. 29. No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid. 30. On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is - 11 - entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt. 31. Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified. 32. On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment. 33. The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money's worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one month's Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared. FORFEITURE OF SHARES 34. (1) If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days' Notice: (a) requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and (b) stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited. (2) If the requirements of any such Notice are not complied with, any share in respect of which such Notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the forfeiture. 35. When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice. - 12 - 36. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture will include surrender. 37. Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines. 38. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with (if the Directors shall in their discretion so require) interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines. The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment. 39. A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry. 40. Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit. 41. The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon. 42. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. - 13 - REGISTER OF MEMBERS 43. (1) The Company shall keep in one or more books a Register of its Members and shall enter therein the following particulars, that is to say: (a) the name and address of each Member, the number and class of shares held by him and the amount paid or agreed to be considered as paid on such shares; (b) the date on which each person was entered in the Register; and (c) the date on which any person ceased to be a Member. (2) The Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may make and vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith. 44. The Register and branch register of Members, as the case may be, shall be open to inspection for such times and on such days as the Board shall determine by Members without charge or by any other person, upon a maximum payment of $2.50 or such other sum specified by the Board, at the Office or such other place at which the Register is kept in accordance with the Law or, if appropriate, upon a maximum payment of $1.00 or such other sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper or any other newspapers in accordance with the requirements of the Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares. RECORD DATES 45. For the purpose of determining the Members entitled to notice of or to vote at any general meeting, or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of Members, which date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action. If the Board does not fix a record date for any general meeting, the record date for determining the Members entitled to a notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with these Articles notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If corporate action without a general meeting is to be taken, the record date for determining the Members entitled to express consent to such - 14 - corporate action in writing, when no prior action by the Board is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its head office. The record date for determining the Members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. TRANSFER OF SHARES 46. Subject to these Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time. 47. The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to the last preceding Article, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person. 48. (1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien. (2) The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the event of any such transfer, the shareholder requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines. (3) Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the - 15 - relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Law. 49. Without limiting the generality of the last preceding Article, the Board may decline to recognise any instrument of transfer unless:- (a) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof; (b) the instrument of transfer is in respect of only one class of share; (c) the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Law or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and (d) if applicable, the instrument of transfer is duly and properly stamped. 50. If the Board refuses to register a transfer of any share, it shall, within two months after the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal. 51. The registration of transfers of shares or of any class of shares may, after notice has been given by advertisement in an appointed newspaper or any other newspapers or by any other means in accordance with the requirements of the Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine. TRANSMISSION OF SHARES 52. If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares; but nothing in this Article will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him. 53. Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon such evidence as to his title being produced as may be required by the Board, elect either to become the holder of the share or to have some person nominated by him registered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the Registration Office or Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer of the share in favour of that person. The provisions of these Articles relating to the transfer and registration of transfers of shares shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by such Member. - 16 - 54. A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 75(2) being met, such a person may vote at meetings. UNTRACEABLE MEMBERS 55. (1) Without prejudice to the rights of the Company under paragraph (2) of this Article, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered. (2) The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless: (a) all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles of the Company have remained uncashed; (b) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and (c) the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of, the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement. For the purpose of the foregoing, the "relevant period" means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph. (3) To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to - 17 - the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity. GENERAL MEETINGS 56. An annual general meeting of the Company shall be held in each year other than the year of the Company's incorporation at such time and place as may be determined by the Board. 57. Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. General meetings may be held at such times and in any location in the world as may be determined by the Board. 58. Only a majority of the Board or the Chairman of the Board may call extraordinary general meetings, which extraordinary general meetings shall be held at such times and locations (as permitted hereby) as such person or persons shall determine. In addition, any one or more Members holding at the date of deposit of the requisition not less than 50% of the voting power represented by the issued shares of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company. NOTICE OF GENERAL MEETINGS 59. (1) An annual general meeting and any extraordinary general meeting may be called by not less than ten (10) clear days' Notice but a general meeting may be called by shorter notice, subject to the Law, if it is so agreed: (a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and (b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares giving that right. (2) The notice shall specify the time and place of the meeting and, in case of special business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all - 18 - Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors. 60. The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the Notice) to send such instrument of proxy to, or the non-receipt of such Notice or such instrument of proxy by, any person entitled to receive such Notice shall not invalidate any resolution passed or the proceedings at that meeting. PROCEEDINGS AT GENERAL MEETINGS 61. (1) All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted at an annual general meeting, with the exception of: (a) the declaration and sanctioning of dividends; (b) consideration and adoption of the accounts and balance sheet and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet; (c) the election of Directors; (d) appointment of Auditors (where special notice of the intention for such appointment is not required by the Law) and other officers; (e) the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to the Directors; (f) the granting of any mandate or authority to the Directors to offer, allot, grant options over or otherwise dispose of the unissued shares in the capital of the Company representing not more than 20 per cent. (20%) in nominal value of its existing issued share capital; and (g) the granting of any mandate or authority to the Directors to repurchase securities of the Company. (2) No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. At any general meeting of the Company, two (2) Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing not less than one-third in nominal value of the total issued voting shares in the Company throughout the meeting shall form a quorum for all purposes. 62. If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the - 19 - same time and place or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved. 63. The chairman of the Company shall preside as chairman at every general meeting. If at any meeting the chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or by proxy and entitled to vote shall elect one of their number to be chairman. 64. The chairman may adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days' notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment. 65. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon. VOTING 66. Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a show of hands every Member present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have one vote and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded: (a) by the chairman of such meeting; or (b) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or - 20 - (c) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or (d) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right. A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member. 67. Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. 68. If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll. 69. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner (including the use of ballot or voting papers or tickets) and either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll not taken immediately. 70. The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier. 71. On a poll votes may be given either personally or by proxy. 72. A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way. 73. All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the Law. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have. 74. Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who - 21 - tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof. 75. (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be. (2) Any person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof. 76. No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid. 77. If: (a) any objection shall be raised to the qualification of any voter; or (b) any votes have been counted which ought not to have been counted or which might have been rejected; or (c) any votes are not counted which ought to have been counted; the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive. PROXIES - 22 - 78. Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise. 79. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts. 80. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked. 81. Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates. 82. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used. - 23 - 83. Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed. CORPORATIONS ACTING BY REPRESENTATIVES 84. (1) Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat. (2) If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) including the right to vote individually on a show of hands. (3) Any reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative authorised under the provisions of this Article. NO ACTION BY WRITTEN RESOLUTIONS OF MEMBERS 85. Any action required or permitted to be taken at any annual or extraordinary general meetings of the Company may be taken only upon the vote of the Members at an annual or extraordinary general meeting duly noticed and convened in accordance with these Articles and the Law and may not be taken by written resolution of Members without a meeting. BOARD OF DIRECTORS 86. (1) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and thereafter in accordance with Article 87 and shall hold office until their successors are elected or appointed. - 24 - (2) Subject to the Articles and the Law, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Board. (3) The Directors shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. (4) No Director shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company. (5) Subject to any provision to the contrary in these Articles, a Director may be removed by way of an ordinary resolution of the Members at any time before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement). (6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution of the Members at the meeting at which such Director is removed or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting. (7) The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than two (2). RETIREMENT OF DIRECTORS 87. (1) Notwithstanding any other provisions in the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one-third) shall retire from office by rotation provided that notwithstanding anything herein, the chairman of the Board and/or the managing director of the Company shall not, whilst holding such office, be subject to retirement by rotation or be taken into account in determining the number of Directors to retire in each year. (2) A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed pursuant to Article 86(2) or Article 86(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation. - 25 - 88. No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that the period for lodgment of such Notice(s) shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting. DISQUALIFICATION OF DIRECTORS 89. The office of a Director shall be vacated if the Director: (1) resigns his office by notice in writing delivered to the Company at the Office or tendered at a meeting of the Board; (2) becomes of unsound mind or dies; (3) without special leave of absence from the Board, is absent from meetings of the Board for six consecutive months and the Board resolves that his office be vacated; or (4) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors; (5) is prohibited by law from being a Director; or (6) ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles. EXECUTIVE DIRECTORS 90. The Board may from time to time appoint any one or more of its body to be a managing director, joint managing director or deputy managing director or to hold any other employment or executive office with the Company for such period (subject to their continuance as Directors) and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director. A Director appointed to an office under this Article shall be subject to the same provisions as to removal as the other Directors of the Company, and he shall (subject to the provisions of any contract between him and the Company) ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause. 91. Notwithstanding Articles 96, 97, 98 and 99, an executive director appointed to an office under Article 90 hereof shall receive such remuneration (whether by way of salary, - 26 - commission, participation in profits or otherwise or by all or any of those modes) and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time determine, and either in addition to or in lieu of his remuneration as a Director. ALTERNATE DIRECTORS 92. Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if we were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative. 93. An alternate Director shall only be a Director for the purposes of the Law and shall only be subject to the provisions of the Law insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct. 94. Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). If his appointor is for the time being absent from the People's Republic of China or otherwise not available or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor. 95. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other - 27 - person may be re-appointed by the Directors to serve as an alternate Director PROVIDED always that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment of such alternate Director pursuant to these Articles which was in force immediately before his retirement shall remain in force as though he had not retired. DIRECTORS' FEES AND EXPENSES 96. The Directors shall receive such remuneration as the Board may from time to time determine. Each Director shall be entitled to be repaid or prepaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the board or general meetings or separate meetings of any class of shares or of debenture of the Company or otherwise in connection with the discharge of his duties as a Director. The ordinary remuneration of the Directors shall from time to time be determined by the Company in general meeting and shall (unless otherwise directed by the resolution by which it is voted) be divided amongst the Board in such proportions and in such manner as the Board may agree or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office. Such remuneration shall be deemed to accrue from day to day. 97. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director. 98. Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article. 99. The Board shall obtain the approval of the Company in general meeting before making any payment to any Director or past Director of the Company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled). DIRECTORS' INTERESTS 100. A Director may: (a) hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in - 28 - respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Article; (b) act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director; (c) continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Articles the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid. Notwithstanding the foregoing, no "Independent Director" as defined under 303A of the NYSE Listing Standards or in Rule 10A-3 under the Exchange Act, and with respect of whom the Board has determined constitutes an "Independent Director" for purposes of compliance with applicable law or the Company's listing requirements, shall without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonably be likely to affect such Director's status as an "Independent Director" of the Company. 101. Subject to the Law and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 102 herein. Any such transaction that would - 29 - reasonably be likely to affect a Director's status as an "Independent Director" under 303A of the NYSE Listing Standards, shall require the approval of the Audit Committee. 102. A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by a Director to the effect that: (a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with that company or firm; or (b) he is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with a specified person who is connected with him; shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that no such Notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given. 103. Following a declaration being made pursuant to the last preceding two Articles, subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of the Company's Designated Stock Exchange, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum at such meeting. GENERAL POWERS OF THE DIRECTORS 104. (1) The business of the Company shall be managed and conducted by the Board, which may pay all expenses incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise) which are not by the Statutes or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to the provisions of the Statutes and of these Articles and to such regulations being not inconsistent with such provisions, as may be prescribed by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article. (2) Any person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contract or agreement or deed, document or instrument entered into or executed as the case may be by any two of the Directors acting jointly on behalf of the Company and the same shall be deemed to be validly entered into or - 30 - executed by the Company as the case may be and shall, subject to any rule of law, be binding on the Company. (3) Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers: (a) To give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed. (b) To give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration. (c) To resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the Law. 105. The Board may establish any regional or local boards or agencies for managing any of the affairs of the Company in any place, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration (either by way of salary or by commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes) and pay the working expenses of any staff employed by them upon the business of the Company. The Board may delegate to any regional or local board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any of them to fill any vacancies therein and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no person dealing in good faith and without notice of any such revocation or variation shall be affected thereby. 106. The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company, execute any deed or instrument under their personal seal with the same effect as the affixation of the Company's Seal. 107. The Board may entrust to and confer upon a managing director, joint managing director, deputy managing director, an executive director or any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time - 31 - revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby. 108. All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company's banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine. 109. (1) The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company's moneys to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of such person. (2) The Board may pay, enter into agreements to pay or make grants of revocable or irrevocable pensions or other benefits to employees and ex-employees and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding paragraph. Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation of or upon or at any time after his actual retirement, and may be subject or not subject to any terms or conditions as the Board may determine. BORROWING POWERS 110. The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Law, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. 111. Debentures, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued. 112. Any debentures, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise. 113. (1) Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge. - 32 - (2) The Board shall cause a proper register to be kept, in accordance with the provisions of the Law, of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Law in regard to the registration of charges and debentures therein specified and otherwise. PROCEEDINGS OF THE DIRECTORS 114. The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote. 115. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board of which notice may be given in writing or by telephone or in such other manner as the Board may from time to time determine whenever he shall be required so to do by the president or chairman, as the case may be, or any Director. 116. (1) The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be two (2). An alternate Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate provided that he shall not be counted more than once for the purpose of determining whether or not a quorum is present. (2) Directors may participate in any meeting of the Board by means of a conference telephone or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person. (3) Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present. 117. The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company but not for any other purpose. 118. The Chairman of the Board shall be the chairman of all meetings of the Board. If the Chairman of the Board is not present at any meeting within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting. - 33 - 119. A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board. 120. (1) The Board may delegate any of its powers, authorities and discretions to committees (including, without limitation, the Audit Committee), consisting of such Director or Directors and other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Board. (2) All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, but not otherwise, shall have like force and effect as if done by the Board, and the Board (or if the Board delegates such power, the committee) shall have power to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company. 121. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board under the last preceding Article, indicating, without limitation, any committee charter adopted by the Board for purposes or in respect of any such committee. 122. A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors and for this purpose a facsimile signature of a Director shall be treated as valid. 123. All acts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee. AUDIT COMMITTEE 124. Without prejudice to the freedom of the Directors to establish any other committees, for so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Board shall establish and maintain an Audit Committee as a committee of the Board, the composition and responsibilities of which shall comply with the NYSE Listing Standards and the rules and regulations of the SEC. - 34 - 125. (1) The Board shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis. (2) The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate. 126. For so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilize the Audit Committee for the review and approval of potential conflicts of interest. Specially, the Audit Committee shall approve any transaction or transactions between the Company and any f the following parties: (i) any shareholder owning an interest in the voting power of the Company or any subsidiary of the Company that gives such shareholder significant influence over the Company or any subsidiary of the Company, (ii) any director or executive officer of the Company or any subsidiary of the Company and any relative of such director or executive officer, (iii) any person in which a substantial interest in the voting power of the Company is owned, directly or indirectly, by any person described in (i) or (ii) or over which such a person is able to exercise significant influence, and (iv) any affiliate (other than a subsidiary) of the Company. OFFICERS 127. (1) The officers of the Company shall consist of the Chairman of the Board, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Law and these Articles. (2) The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a chairman and if more than one Director is proposed for this office, the election to such office shall take place in such manner as the Directors may determine. (3) The officers shall receive such remuneration as the Directors may from time to time determine. 128. (1) The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought fit, two or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries. (2) The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Law or these Articles or as may be prescribed by the Board. 129. The officers of the Company shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Directors from time to time. - 35 - 130. A provision of the Law or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary. REGISTER OF DIRECTORS AND OFFICERS 131. The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Law or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Law. MINUTES 132. (1) The Board shall cause minutes to be duly entered in books provided for the purpose: (a) of all elections and appointments of officers; (b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; (c) of all resolutions and proceedings of each general meeting of the Members, meetings of the Board and meetings of committees of the Board and where there are managers, of all proceedings of meetings of the managers. (2) Minutes shall be kept by the Secretary at the Office. SEAL 133. (1) The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of the word "Securities" on its face or in such other form as the Board may approve. The Board shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by one Director and the Secretary or by two Directors or by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every instrument executed in manner provided by this Article shall be deemed to be sealed and executed with the authority of the Board previously given. - 36 - (2) Where the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be the duly authorised agent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such other Seal as aforesaid. AUTHENTICATION OF DOCUMENTS 134. Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting. DESTRUCTION OF DOCUMENTS 135. (1) The Company shall be entitled to destroy the following documents at the following times: (a) any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation; (b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by the Company; (c) any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of registration; (d) any allotment letters after the expiry of seven (7) years from the date of issue thereof; and (e) copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed; and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any such documents so destroyed was - 37 - duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that: (1) the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim; (2) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references in this Article to the destruction of any document include references to its disposal in any manner. (2) Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim. DIVIDENDS AND OTHER PAYMENTS 136. Subject to the Law, the Company in general meeting or the Board may from time to time declare dividends in any currency to be paid to the Members but no dividend shall be declared in excess of the amount recommended by the Board. 137. Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. The Board may also declare and pay dividends out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Law. 138. Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide: (a) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share; and (b) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. 139. The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Company and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof - 38 - preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights and may also pay any fixed dividend which is payable on any shares of the Company half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment. 140. The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise. 141. No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company. 142. Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders. 143. All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. 144. Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such appointment shall be effective and binding on the Members. The Board may resolve that no such assets shall be made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other - 39 - special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever. 145. (1) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve either: (a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the Members entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in cash in lieu of such allotment. In such case, the following provisions shall apply: (i) the basis of any such allotment shall be determined by the Board; (ii) the Board, after determining the basis of allotment, shall give not less than ten (10) days' Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective; (iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and (iv) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised ("the non-elected shares") and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or (b) that the Members entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit. In such case, the following provisions shall apply: (i) the basis of any such allotment shall be determined by the Board; - 40 - (ii) the Board, after determining the basis of allotment, shall give not less than ten (10) days' Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective; (iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and (iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised ("the elected shares") and in lieu thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis. (2) (a) The shares allotted pursuant to the provisions of paragraph (1) of this Article shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph (2) of this Article in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of this Article shall rank for participation in such distribution, bonus or rights. (b) The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (1) of this Article, with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Board may authorise any person to enter into on behalf of all Members interested, an agreement with the - 41 - Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned. (3) The Company may upon the recommendation of the Board by ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1) of this Article a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment. (4) The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article shall not be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever. (5) Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members. RESERVES 146. (1) The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the Law. The Company shall at all times comply with the provisions of the Law in relation to the share premium account. (2) Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute. - 42 - CAPITALISATION 147. The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid. 148. The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution under the last preceding Article and in particular may issue certificates in respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members. SUBSCRIPTION RIGHTS RESERVE 149. The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Law: (1) If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions of the conditions of the warrants, would reduce the subscription price to below the par value of a share, then the following provisions shall apply: (a) as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Article) maintain in accordance with the provisions of this Article a reserve (the "Subscription Rights Reserve") the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (c) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Rights Reserve in paying up such additional shares in full as and when the same are allotted; - 43 - (b) the Subscription Rights Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account) have been extinguished and will then only be used to make good losses of the Company if and so far as is required by law; (c) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between: (i) the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and (ii) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par and immediately upon such exercise so much of the sum standing to the credit of the Subscription Rights Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholders; and (d) if, upon the exercise of the subscription rights represented by any warrant, the amount standing to the credit of the Subscription Rights Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, share premium account) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. Pending such payment and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate. - 44 - (2) Shares allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph (1) of this Article, no fraction of any share shall be allotted on exercise of the subscription rights. (3) The provision of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of any warrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders or class of warrantholders. (4) A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders. ACCOUNTING RECORDS 150. The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Law or necessary to give a true and fair view of the Company's affairs and to explain its transactions. 151. The accounting records shall be kept at the Office or, at such other place or places as the Board decides and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorised by the Board or the Company in general meeting. 152. Subject to Article 153, a printed copy of the Directors' report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors' report, shall be sent to each person entitled thereto at least ten (10) days before the date of the general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures. 153. Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 152 shall be deemed satisfied in relation to any person by sending to the person in any manner not - 45 - prohibited by the Statutes, a summary financial statement derived from the Company's annual accounts and the directors' report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors' report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company's annual financial statement and the directors' report thereon. 154. The requirement to send to a person referred to in Article 152 the documents referred to in that article or a summary financial report in accordance with Article 153 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Article 152 and, if applicable, a summary financial report complying with Article 153, on the Company's computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company's obligation to send to him a copy of such documents. AUDIT 155. Subject to applicable law and rules of the Designated Stock Exchange: (1) At the annual general meeting or at a subsequent extraordinary general meeting in each year, the Members shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the Members appoint another auditor. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company. (2) A person, other than a retiring Auditor, shall not be capable of being appointed Auditor at an annual general meeting unless notice in writing of an intention to nominate that person to the office of Auditor has been given not less than fourteen (14) days before the annual general meeting and furthermore, the Company shall send a copy of any such notice to the retiring Auditor. (3) The Members may, at any general meeting convened and held in accordance with these Articles, by special resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term. 156. Subject to the Law the accounts of the Company shall be audited at least once in every year. 157. The remuneration of the Auditor shall be fixed by the Company in general meeting or in such manner as the Members may determine. 158. If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time - 46 - when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor. 159. The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and he may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company. 160. The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditor should disclose this act and name such country or jurisdiction. NOTICES 161. Any Notice or document, whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company's website and giving to the member a notice stating that the notice or other document is available there (a "notice of availability"). The notice of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders. 162. Any Notice or other document: (a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put - 47 - into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof; (b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company's website is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member; (c) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and (d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations. 163. (1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. (2) A notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred. (3) Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share. - 48 - SIGNATURES 164. For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director in the terms in which it is received. WINDING UP 165. (1) The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up. (2) A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution. 166. (1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst the Members of the Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, a nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively. (2) If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Law, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability. (3) In the event of winding-up of the Company in the People's Republic of China, every Member of the Company who is not for the time being in the People's Republic of China shall be bound, within 14 days after the passing of an effective resolution to wind up the Company voluntarily, or the making of an order for the winding-up of the Company, to serve notice in writing on the Company appointing some person resident in the People's Republic of China and stating that person's full name, address and occupation upon whom all summonses, notices, process, orders and judgements in relation to or under the winding-up of the Company may be served, and in default of such nomination the liquidator of the Company shall be at liberty on behalf of such Member to appoint some such person, and service upon any such appointee, whether appointed by the Member or the liquidator, shall be deemed to be good personal service on such Member for all purposes, and, where the liquidator makes any such appointment, he shall with all convenient speed give notice thereof to such Member by advertisement as he shall deem appropriate or by a registered letter sent through the post and addressed to such Member at his address as appearing in the register, and such notice shall be deemed to be service on the day following that on which the advertisement first appears or the letter is posted. INDEMNITY 167. (1) The Directors, Secretary and other officers and every Auditor for the time being of the Company and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company and everyone of them, and everyone of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons. (2) Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company; PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director. AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION AND NAME OF COMPANY 168. No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the Memorandum of Association or to change the name of the Company. - 50 - INFORMATION 169. No Member shall be entitled to require discovery of or any information respecting any detail of the Company's trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public. EX-4.2 4 h00847exv4w2.txt EX-4.2 SPECIMEN CERTIFICATE FOR ORDINARY SHARES EXHIBIT 4.2 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED Incorporated in the Cayman Islands This is to certify that ________________________________________________________ _______________________ of _____________________________________________________ ________________________________________________________________________________ is the registered shareholder of: ______________________________________________

No. of Shares Type of Share Par Value - ------------- ------------- ---------

Date of Record Certificate Number % Paid - -------------- ------------------ ------

The above shares are subject to the Memorandum and Articles of Association of the Company and transferrable in accordance therewith. GIVEN UNDER THE COMMON SEAL OF THE COMPANY _______________________ Director ______________________ Director/Secretary EX-4.3 5 h00847exv4w3.txt EX-4.3 FORM OF DEPOSIT AGREEMENT EXHIBIT 4.3 [CLIFFORD CHANCE LOGO] DATED AS OF , 2007 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS ------------------------------------------------- DEPOSIT AGREEMENT ------------------------------------------------- CONTENTS

PAGE PARTIES .........................................................................................1 RECITALS...............................................................................................1 Section 1. Certain Definitions.....................................................................1 (a) ADR Register....................................................................1 (b) ADRs; Direct Registration ADRs .................................................1 (c) ADS.............................................................................1 (d) Custodian ......................................................................1 (e) Deliver, execute, issue et al...................................................1 (f) Delivery Order..................................................................1 (g) Deposited Securities............................................................1 (h) Direct Registration System......................................................1 (i) Holder..........................................................................2 (j) Securities Act of 1933..........................................................2 (k) Securities Exchange Act of 1934.................................................2 (l) Shares..........................................................................2 (m) Transfer Office.................................................................2 (n) Withdrawal Order................................................................2 Section 2. ADRs.....................................................................................2 Section 3. Deposit of Shares........................................................................2 Section 4 . Issue of ADRs............................................................................3 Section 5. Distributions on Deposited Securities....................................................3 Section 6. Withdrawal of Deposited Securities.......................................................3 Section 7. Substitution of ADRs ....................................................................4 Section 8. Cancellation and Destruction of ADRs.....................................................4 Section 9. The Custodian............................................................................4 Section 10. Co-Registrars and Co-Transfer Agents.....................................................5 Section 11. Lists of Holders ........................................................................5 Section 12. Depositary's Agents .....................................................................5 Section 13. Successor Depositary ....................................................................5 Section 14. Reports .................................................................................6 Section 15. Additional Shares .......................................................................6 Section 16. Indemnification .........................................................................6 Section 17. Notices .................................................................................7 Section 18. Miscellaneous ...........................................................................7 Section 19. Consent to Jurisdiction .................................................................8 TESTIMONIUM...........................................................................................10 SIGNATURES............................................................................................10

-i- EXHIBIT A FORM OF FACE OF ADR..................................................................................A-1 Introductory Paragraph......................................................................A-1 (1) Issuance of ADRs.....................................................................A-1 (2) Withdrawal of Deposited Securities...................................................A-2 (3) Transfers of ADRs....................................................................A-3 (4) Certain Limitations..................................................................A-3 (5) Taxes................................................................................A-4 (6) Disclosure of Interests..............................................................A-4 (7) Charges of Depositary................................................................A-5 (8) Available Information................................................................A-6 (9) Execution............................................................................A-6 Signature of Depositary...............................................................................A7 Address of Depositary's Office........................................................................A7 FORM OF REVERSE OF ADR...............................................................................A-8 (10) Distributions on Deposited Securities..................................................A-8 (11) Record Dates...........................................................................A-9 (12) Voting of Deposited Securities.........................................................A-9 (13) Changes Affecting Deposited Securities.................................................A-9 (14) Exoneration...........................................................................A-10 (15) Resignation and Removal of Depositary; the Custodian..................................A-11 (16) Amendment.............................................................................A-11 (17) Termination...........................................................................A-11 (18) Appointment...........................................................................A-12 -ii- DEPOSIT AGREEMENT dated as of , 2007 (the "Deposit Agreement") among YINGLI GREEN ENERGY HOLDING COMPANY LIMITED and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows: 1. Certain Definitions. (a) "ADR Register" is defined in paragraph (3) of the form of ADR. (b) "ADRs" mean the American Depositary Receipts executed and delivered hereunder. ADRs may be either in physical certificated form or Direct Registration ADRs. ADRs in physical certificated form, and the terms and conditions governing the Direct Registration ADRs (as hereinafter defined), shall be substantially in the form of Exhibit A annexed hereto (the "form of ADR"). The term "Direct Registration ADR" means an ADR, the ownership of which is recorded on the Direct Registration System. References to "ADRs" shall include certificated ADRs and Direct Registration ADRs, unless the context otherwise requires. The form of ADR is hereby incorporated herein and made a part hereof; the provisions of the form of ADR shall be binding upon the parties hereto. (c) Subject to paragraph (13) of the form of ADR, each "ADS" evidenced by an ADR represents the right to receive one Share and a pro rata share in any other Deposited Securities. (d) "Custodian" means the agent or agents of the Depositary (singly or collectively, as the context requires) and any additional or substitute Custodian appointed pursuant to Section 9. (e) The terms "deliver", "execute", "issue", "register", "surrender", "transfer" or "cancel", when used with respect to Direct Registration ADRs, shall refer to an entry or entries or an electronic transfer or transfers in the Direct Registration System, and, when used with respect to ADRs in physical certificated form, shall refer to the physical delivery, execution, issuance, registration, surrender, transfer or cancellation of certificates representing the ADRs. (f) "Delivery Order" is defined in Section 3. (g) "Deposited Securities" as of any time means all Shares at such time deposited under this Deposit Agreement and any and all other Shares, securities, property and cash at such time held by the Depositary or the Custodian in respect or in lieu of such deposited Shares and other Shares, securities, property and cash. (h) "Direct Registration System" means the system for the uncertificated registration of ownership of securities established by The Depository Trust Company ("DTC") and utilized by the Depositary pursuant to which the Depositary may record the ownership of ADRs without the issuance of a certificate, which ownership shall be evidenced by - 1 - periodic statements issued by the Depositary to the Holders entitled thereto. For purposes hereof, the Direct Registration System shall include access to the Profile Modification System maintained by DTC which provides for automated transfer of ownership between DTC and the Depositary. (i) "Holder" means the person or persons in whose name an ADR is registered on the ADR Register. (j) "Securities Act of 1933" means the United States Securities Act of 1933, as from time to time amended. (k) "Securities Exchange Act of 1934" means the United States Securities Exchange Act of 1934, as from time to time amended. (l) "Shares" mean the ordinary shares of the Company, and shall include the rights to receive Shares specified in paragraph (1) of the form of ADR. (m) "Transfer Office" is defined in paragraph (3) of the form of ADR. (n) "Withdrawal Order" is defined in Section 6. 2. ADRs. (a) ADRs in certificated form shall be engraved, printed or otherwise reproduced at the discretion of the Depositary in accordance with its customary practices in its American depositary receipt business, or at the request of the Company typewritten and photocopied on plain or safety paper, and shall be substantially in the form set forth in the form of ADR, with such changes as may be required by the Depositary or the Company to comply with their obligations hereunder, any applicable law, regulation or usage or to indicate any special limitations or restrictions to which any particular ADRs are subject. ADRs may be issued in denominations of any number of ADSs. ADRs in certificated form shall be executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary. ADRs in certificated form bearing the facsimile signature of anyone who was at the time of execution a duly authorized officer of the Depositary shall bind the Depositary, notwithstanding that such officer has ceased to hold such office prior to the delivery of such ADRs. (b) Direct Registration ADRs. Notwithstanding anything in this Deposit Agreement or in the form of ADR to the contrary, ADSs shall be evidenced by Direct Registration ADRs, unless certificated ADRs are specifically requested by the Holder. (c) Holders shall be bound by the terms and conditions of this Deposit Agreement and of the form of ADR, regardless of whether their ADRs are Direct Registration ADRs or certificated ADRs. 3. Deposit of Shares. In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in form satisfactory to it: (a) a written order directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs - 2 - representing such deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into the name of the Custodian or its nominee, to the extent such registration is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary at such place or places and in such manner as the Depositary shall determine. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the Depositary. 4. Issue of ADRs. After any such deposit of Shares, the Custodian shall notify the Depositary of such deposit and of the information contained in any related Delivery Order by letter, first class airmail postage prepaid, or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. After receiving such notice from the Custodian, the Depositary, subject to this Deposit Agreement, shall properly issue at the Transfer Office, to or upon the order of any person named in such notice, an ADR or ADRs registered as requested and evidencing the aggregate ADSs to which such person is entitled. 5. Distributions on Deposited Securities. To the extent that the Depositary determines in its reasonable discretion that any distribution pursuant to paragraph (10) of the form of ADR is not practicable with respect to any Holder, the Depositary may make such distribution as it so deems practicable, including the distribution of foreign currency, securities or property (or appropriate documents evidencing the right to receive foreign currency, securities or property) or the retention thereof as Deposited Securities with respect to such Holder's ADRs (without liability for interest thereon or the investment thereof). 6. Withdrawal of Deposited Securities. In connection with any surrender of an ADR for withdrawal of the Deposited Securities represented by the ADSs evidenced thereby, the Depositary may require proper endorsement in blank of such ADR (or duly executed instruments of transfer thereof in blank) and the Holder's written order directing the Depositary to cause the Deposited Securities represented by the ADSs evidenced by such ADR to be withdrawn and - 3 - delivered to, or upon the written order of, any person designated in such order (a "Withdrawal Order"). Directions from the Depositary to the Custodian to deliver Deposited Securities shall be given by letter, first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by cable, telex or facsimile transmission. Delivery of Deposited Securities may be made by the delivery of certificates (which, if required by law shall be properly endorsed or accompanied by properly executed instruments of transfer or, if such certificates may be registered, registered in the name of such Holder or as ordered by such Holder in any Withdrawal Order) or by such other means as the Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar for the Deposited Securities. 7. Substitution of ADRs. The Depositary shall execute and deliver a new Direct Registration ADR in exchange and substitution for any mutilated certificated ADR upon cancellation thereof or in lieu of and in substitution for such destroyed, lost or stolen certificated ADR, unless the Depositary has notice that such ADR has been acquired by a bona fide purchaser, upon the Holder thereof filing with the Depositary a request for such execution and delivery and a sufficient indemnity bond and satisfying any other reasonable requirements imposed by the Depositary. 8. Cancellation and Destruction of ADRs. All ADRs surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy ADRs in certificated form so cancelled in accordance with its customary practices. The Depositary agrees to maintain or cause its agents to maintain records of all ADRs surrendered and Deposited Securities withdrawn under Section 6 hereof and paragraph (2) of the form of ADR, substitute ADRs delivered under Section 7 hereof, and cancelled or destroyed ADRs under this Section 8, in keeping with the procedures ordinarily followed by stock transfer agents located in the City of New York or as otherwise required by the laws or regulations governing the Depositary. 9. The Custodian. Any Custodian in acting hereunder shall be subject to the directions of the Depositary and shall be responsible solely to it. The Depositary shall be responsible for the compliance by the Custodian with any applicable provisions of the Deposit Agreement. The Depositary may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than JPMorgan Chase Bank, N.A.) shall give written notice to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian may resign from its duties hereunder by at least 30 days written notice to the Depositary. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. Any Custodian ceasing to act hereunder as Custodian shall deliver, upon the instruction of the Depositary, all Deposited Securities held by it to a Custodian continuing to act. If upon the effectiveness of such resignation there would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, - 4 - appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian hereunder. 10. Co-Registrars and Co-Transfer Agents. The Depositary may appoint and remove (i) co-registrars to register ADRs and transfers, combinations and split-ups of ADRs and to countersign ADRs in accordance with the terms of any such appointment and (ii) co-transfer agents for the purpose of effecting transfers, combinations and split-ups of ADRs at designated transfer offices in addition to the Transfer Office on behalf of the Depositary. Each co-registrar or co-transfer agent (other than JPMorgan Chase Bank, N.A.) shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. 11. Lists of Holders. The Company shall have the right to inspect transfer records of the Depositary and its agents and the ADR Register, take copies thereof and require the Depositary and its agents to supply copies of such portions of such records as the Company may request. The Depositary or its agent shall furnish to the Company promptly upon the written request of the Company, a list of the names, addresses and holdings of ADSs by all Holders as of a date within seven days of the Depositary's receipt of such request. 12. Depositary's Agents. The Depositary may perform its obligations under this Deposit Agreement through any agent appointed by it, provided that the Depositary shall notify the Company of such appointment and shall remain responsible for the performance of such obligations as if no agent were appointed. 13. Successor Depositary. The Depositary may at any time resign as Depositary hereunder by at least 60 days prior written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by providing no less than 60 days prior written notice of such removal to the Depositary. Notwithstanding anything to the contrary contained herein, in case at any time the Depositary acting hereunder shall resign or be removed, it shall continue to act as Depositary for the purpose of terminating this Deposit Agreement pursuant to paragraph (17) of the form of ADR; provided that no such termination shall occur until such time as the Company has appointed a new Depositary and such new Depositary has accepted such position. In the context of any resignation or removal, upon payment of all sums due the Depositary, the Depositary shall provide the Company with a copy of its Holder records and make available to or upon the order of the Company all of the Deposited Securities held hereunder and shall cooperate with the new Depositary in this regard. Any bank or trust company into or with which the Depositary may be merged or consolidated, or to which the Depositary shall transfer substantially all its American depositary receipt business, shall be the successor of the Depositary without the execution or filing of any document or any further act. - 5 - 14. Reports. On or before the first date on which the Company makes any communication available to holders of Deposited Securities or any securities regulatory authority or stock exchange, by publication or otherwise, the Company shall transmit to the Depositary a copy thereof in English or with an English translation or summary. The Company has delivered to the Depositary, the Custodian and any Transfer Office, a copy of all provisions of or governing the Shares and any other Deposited Securities issued by the Company or any affiliate of the Company and, promptly upon any change thereto, the Company shall deliver to the Depositary, the Custodian and any Transfer Office, a copy (in English or with an English translation) of such provisions as so changed. The Depositary and its agents may rely upon the Company's delivery thereof for all purposes of this Deposit Agreement. 15. Additional Shares. Neither the Company nor any company controlling, controlled by or under common control with the Company shall issue additional Shares, rights to subscribe for Shares, securities convertible into or exchangeable for Shares or rights to subscribe for any such securities or shall deposit any Shares under this Deposit Agreement, except under circumstances complying in all respects with the Securities Act of 1933. The Depositary will use reasonable efforts to comply with written instructions of the Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with securities laws in the United States. 16. Indemnification. The Company shall indemnify, defend and save harmless each of the Depositary and its agents against any loss, liability or expense (including reasonable fees and expenses of counsel) which may arise out of acts performed or omitted, in connection with the provisions of this Deposit Agreement and of the ADRs, as the same may be amended, modified or supplemented from time to time in accordance herewith (i) by either the Depositary or its agents or their respective directors, employees, agents and affiliates, except, subject to the penultimate paragraph of this Section 16, for any liability or expense directly arising out of the negligence or bad faith of the Depositary or its agents acting hereunder, or (ii) by the Company or any of its directors, employees, agents or affiliates. The indemnities set forth in the preceding paragraph shall also apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of ADSs, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or its agents (other than the Company), as applicable, furnished in writing by the Depositary and not changed or altered by the Company expressly for use in any of the foregoing documents or (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading. - 6 - Except as provided in the next succeeding paragraph, the Depositary shall indemnify, defend and save harmless the Company against any loss, liability or expense (including reasonable fees and expenses of counsel) incurred by the Company in respect of this Deposit Agreement to the extent such loss, liability or expense is due to the negligence or bad faith of the Depositary or its agents acting hereunder. Notwithstanding any other provision of this Deposit Agreement or the form of ADR to the contrary, neither the Company nor the Depositary, nor any of their agents, shall be liable to the other for any indirect, special, punitive or consequential damages (collectively "Special Damages") except (i) to the extent such Special Damages arise from the gross negligence or willful misconduct of the party from whom indemnification is sought or (ii) to the extent Special Damages arise from or out of a claim brought by a third party (including, without limitation, Holders) against the Depositary or its agents, except to the extent such Special Damages arise out of the gross negligence or willful misconduct of the party seeking indemnification hereunder. The obligations set forth in this Section 16 shall survive the termination of this Deposit Agreement and the succession or substitution of any indemnified person. 17. Notices. Notice to any Holder shall be deemed given when first mailed, first class postage prepaid, to the address of such Holder on the ADR Register or received by such Holder. Notice to the Depositary or the Company shall be deemed given when first received by it at the address or facsimile transmission number set forth in (a) or (b), respectively, or at such other address or facsimile transmission number as either may specify to the other by written notice: (a) JPMorgan Chase Bank, N.A. Four New York Plaza. New York, New York 10004 Attention: ADR Administration Fax: (212) 623-0079 (b) Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding 070151, People's Republic of China Attention: Conghui Liu Fax: +86 312 3151 881 18. Miscellaneous. This Deposit Agreement is for the exclusive benefit of the Company, the Depositary, the Holders, and their respective successors hereunder, and shall not give any legal or equitable right, remedy or claim whatsoever to any other person. The Holders and owners of ADRs from time to time shall be parties to this Deposit Agreement and shall be bound by all of the provisions hereof. If any such provision is invalid, illegal or unenforceable in any respect, the remaining provisions shall in no way be affected thereby. This Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. - 7 - 19. Governing Law. The Deposit Agreement and the ADRs shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by the law of the State of New York. 20. Consent to Jurisdiction. The Company irrevocably agrees that any legal suit, action or proceeding against the Company brought by the Depositary or any Holder, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may be instituted in any state or federal court in New York, New York, and, to the fullest extent permitted by law, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed Law Debenture Corporate Services Inc., located at 400 Madison Avenue, 4th Floor, New York, New York 10017, as its authorized agent (the "Authorized Agent") upon which process may be served in any such action arising out of or based on this Deposit Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in New York, New York by the Depositary or any Holder, and, to the fullest extent permitted by law, waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process in New York, the Company shall promptly appoint a successor acceptable to the Depositary, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Depositary or any Holder in any competent court in the Cayman Islands or the People's Republic of China. To the extent that the Company or any of its properties, assets or revenues may have or may hereafter be entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or other matter under or arising - 8 - out of or in connection with the Shares or Deposited Securities, the ADSs, the ADRs or this Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement. - 9 - IN WITNESS WHEREOF, YINGLI GREEN ENERGY HOLDING COMPANY LIMITED and JPMORGAN CHASE BANK, N.A. have duly executed this Deposit Agreement as of the day and year first above set forth and all holders of ADRs shall become parties hereto upon acceptance by them of ADRs issued in accordance with the terms hereof. YINGLI GREEN ENERGY HOLDING COMPANY LIMITED By: --------------------- Name: Title: JPMORGAN CHASE BANK, N.A. By: --------------------- Name: Title: Vice President - 10 - EXHIBIT A ANNEXED TO AND INCORPORATED IN DEPOSIT AGREEMENT [FORM OF FACE OF ADR] - --------- Number No. of ADSs: ------------------- Each ADS represents one Share CUSIP: AMERICAN DEPOSITARY RECEIPT evidencing AMERICAN DEPOSITARY SHARES representing ORDINARY SHARES of YINGLI GREEN ENERGY HOLDING COMPANY LIMITED (Incorporated under the laws of the Cayman Islands) JPMORGAN CHASE BANK, N.A., a national banking association organized under the laws of the United States of America, as depositary hereunder (the "Depositary"), hereby certifies that is the registered owner (a "Holder") of American Depositary Shares ("ADSs"), each (subject to paragraph (13)) representing one ordinary share (including the rights to receive Shares described in paragraph (1), "Shares" and, together with any other securities, cash or property from time to time held by the Depositary in respect or in lieu of deposited Shares, the "Deposited Securities"), of YINGLI GREEN ENERGY HOLDING COMPANY LIMITED, a corporation organized under the laws of the Cayman Islands (the "Company"), deposited under the Deposit Agreement dated as of , 2007 (as amended from time to time, the "Deposit Agreement") among the Company, the Depositary and all Holders from time to time of American Depositary Receipts issued thereunder ("ADRs"), each of whom by accepting an ADR becomes a party thereto. The Deposit Agreement and this ADR (which includes the provisions set forth on the reverse hereof) shall be governed by and construed in accordance with the laws of the State of New York. (1) Issuance of ADRs. This ADR is one of the ADRs issued under the Deposit Agreement. Subject to paragraph (4), the Depositary may so issue ADRs for delivery at the Transfer A-1 Office (defined in paragraph (3)) only against deposit with the Custodian of: (a) Shares in form reasonably satisfactory to the Custodian; (b) rights to receive Shares from the Company or any registrar, transfer agent, clearing agent or other entity recording Share ownership or transactions; or, (c) other rights to receive Shares (until such Shares are actually deposited pursuant to (a) or (b) above, "Pre-released ADRs") only if (i) Pre-released ADRs are fully collateralized (marked to market daily) with cash or U.S. government securities held by the Depositary for the benefit of Holders (but such collateral shall not constitute "Deposited Securities"), (ii) each recipient of Pre-released ADRs represents and agrees in writing with the Depositary that such recipient (a) owns such Shares, (b) assigns all beneficial right, title and interest therein to the Depositary, (c) holds such Shares for the account of the Depositary, (d) will deliver such Shares to the Custodian as soon as practicable and promptly upon demand therefor and (e) will not take any action that is inconsistent with the transfer of beneficial ownership to the Depositary, and (iii) all Pre-released ADRs evidence not more than 30% of all ADSs (excluding those evidenced by Pre-released ADRs) and (vi) Pre-released ADRs are terminable on not more than five (5) business days notice, provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may retain for its own account any earnings on collateral for Pre-released ADRs and its charges for issuance thereof. At the request, risk and expense of the person depositing Shares, the Depositary may accept deposits for forwarding to the Custodian and may deliver ADRs at a place other than its office. Every person depositing Shares under the Deposit Agreement represents and warrants that such Shares are validly issued and outstanding, fully paid, nonassessable and free of pre-emptive rights, that the person making such deposit is duly authorized so to do and that such Shares (A) are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of 1933 unless at the time of deposit they may be freely transferred in accordance with Rule 144(k) and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance of ADRs. The Depositary will not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the Securities Act of 1933 and not so registered; the Depositary may refuse to accept for such deposit any Shares identified by the Company in order to facilitate the Company's compliance with such Act. (2) Withdrawal of Deposited Securities. Subject to paragraphs (4) and (5), upon surrender of (i) a certificated ADR in form satisfactory to the Depositary at the Transfer Office or (ii) proper instructions and documentation in the case of a Direct Registration ADR, the Holder hereof is entitled to delivery at the Custodian's office of the Deposited Securities at the time represented by the ADSs evidenced by this ADR. At the request, risk and expense of the Holder hereof, the Depositary may deliver such Deposited Securities at such other place as may have been requested by the Holder. Notwithstanding any other provision of the Deposit Agreement or this ADR, the withdrawal of Deposited Securities may be restricted only for the reasons set forth in General Instruction I.A.(1) of Form F-6 (as such instructions may be amended from time to time) under the Securities Act of 1933. A-2 (3) Transfers of ADRs. The Depositary or its agent will keep, at a designated transfer office in the Borough of Manhattan, The City of New York (the "Transfer Office"), (a) a register (the "ADR Register") for the registration, registration of transfer, combination and split-up of ADRs, and, in the case of Direct Registration ADRs, shall include the Direct Registration System, which at all reasonable times will be open for inspection by Holders and the Company for the purpose of communicating with Holders in the interest of the business of the Company or a matter relating to the Deposit Agreement and (b) facilities for the delivery and receipt of ADRs. The term ADR Register includes the Direct Registration System. Title to this ADR (and to the Deposited Securities represented by the ADSs evidenced hereby), when properly endorsed (in the case of ADRs in certificated form) or upon delivery to the Depositary of proper instruments of transfer, is transferable by delivery with the same effect as in the case of negotiable instruments under the laws of the State of New York; provided that the Depositary, notwithstanding any notice to the contrary, may treat the person in whose name this ADR is registered on the ADR Register as the absolute owner hereof for all purposes and neither the Depositary nor the Company will have any obligation or be subject to any liability under the Deposit Agreement to any holder of an ADR, unless such holder is the Holder thereof. Subject to paragraphs (4) and (5), this ADR is transferable on the ADR Register and may be split into other ADRs or combined with other ADRs into one ADR, evidencing the aggregate number of ADSs surrendered for split-up or combination, by the Holder hereof or by duly authorized attorney upon surrender of this ADR at the Transfer Office properly endorsed (in the case of ADRs in certificated form) or upon delivery to the Depositary of proper instruments of transfer and duly stamped as may be required by applicable law; provided that the Depositary may close the ADR Register at any time or from time to time when deemed expedient by it or requested by the Company. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated ADR with a Direct Registration ADR, or vice versa, execute and deliver a certificated ADR or a Direct Registration ADR, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the certificated ADR or Direct Registration ADR, as the case may be, substituted. (4) Certain Limitations. Prior to the issue, registration, registration of transfer, split-up or combination of any ADR, the delivery of any distribution in respect thereof, or, subject to the last sentence of paragraph (2), the withdrawal of any Deposited Securities, and from time to time in the case of clause (b)(ii) of this paragraph (4), the Company, the Depositary or the Custodian may require: (a) payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any applicable charges as provided in paragraph (7) of this ADR; (b) the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing Deposited Securities and terms of the Deposit Agreement and this ADR, as it may deem necessary or proper; and (c) compliance with such regulations as the Depositary may establish consistent with the Deposit Agreement. A-3 The issuance of ADRs, the acceptance of deposits of Shares, the registration, registration of transfer, split-up or combination of ADRs or, subject to the last sentence of paragraph (2), the withdrawal of Deposited Securities may be suspended, generally or in particular instances, when the ADR Register or any register for Deposited Securities is closed or when any such action is deemed advisable by the Depositary or the Company. (5) Taxes. If any tax or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the last sentence of paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. The Depositary will forward to the Company such information from its records as the Company may reasonably request to enable the Company to file any necessary reports with governmental authorities or agencies. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto. Each Holder of an ADR or an interest therein agrees to indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained. (6) Disclosure of Interests. To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Holders and all persons holding ADRs agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Depositary agrees to forward, upon the request and at the expenses A-4 of the Company, any written request for beneficial ownership information from the Company to the Holders, and at the Company's expense, to promptly forward to the Company any responses received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder. (7) Charges of Depositary. For the benefit of the Depositary and/or the Company, the Depositary may charge (i) each person to whom ADSs are issued, including, without limitation, issuances against deposits of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph (10)), issuances pursuant to a stock dividend or stock split declared by the Company, or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited Securities, and (ii) each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason, U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as the case may be). The Depositary may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such deposit to pay such charge. The following additional charges shall be incurred by the Holders, by any party depositing or withdrawing Shares or by any party surrendering ADSs, to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the ADSs or the Deposited Securities or a distribution of ADSs pursuant to paragraph (10)), whichever is applicable (i) to the extent not prohibited by the rules of any stock exchange or interdealer quotation system upon which the ADSs are listed or traded, a fee of U.S.$0.02 or less per ADS (or portion thereof) for any Cash distribution made pursuant to the Deposit Agreement, (ii) to the extent not prohibited by the rules of any stock exchange or interdealer quotation system upon which the ADSs are listed or traded, a fee of U.S.$1.50 per ADR or ADRs for transfers made pursuant to paragraph (3) hereof, (iii) a fee for the distribution or sale of securities pursuant to paragraph (10) hereof, such fee being in an amount equal to the fee for the execution and delivery of ADSs referred to above which would have been charged as a result of the deposit of such securities (for purposes of this paragraph (7) treating all such securities as if they were Shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the Depositary to Holders entitled thereto, (iv) to the extent not prohibited by the rules of the primary stock exchange upon which the ADSs are listed, a fee of up to U.S.$0.04 per ADS (or portion thereof) in each calendar year for the services performed by the Depositary in administering the ADRs (which fee shall be assessed against Holders of record as of the date or dates set by the Depositary in accordance with paragraph (11) hereof and not more often than once each calendar year and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from A-5 one or more cash dividends or other cash distributions), and (v) such fees and expenses as are incurred by the Depositary (including without limitation expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation. The Company will pay all other charges and expenses of the Depositary and any agent of the Depositary (except the Custodian) pursuant to agreements from time to time between the Company and the Depositary, except (i) stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or Holders), (iii) transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement), (iv) expenses of the Depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency), and (v) any other charge payable by any of the Depositary, any of the Depositary's agents, including, without limitation, the Custodian, or the agents of the Depositary's agents in connection with the servicing of the Shares or other Deposited Securities (which charge shall be assessed against Holders as of the record date or dates set by the Depositary and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions). Such charges may at any time and from time to time be changed by agreement between the Company and the Depositary. (8) Available Information. The Deposit Agreement, the provisions of or governing Deposited Securities and any written communications from the Company, which are both received by the Custodian or its nominee as a holder of Deposited Securities and made generally available to the holders of Deposited Securities, are available for inspection by Holders at the offices of the Depositary and the Custodian and at the Transfer Office. The Depositary will distribute copies of such communications (or English translations or summaries thereof) to Holders when furnished by the Company. The Company furnishes the United States Securities and Exchange Commission (the "Commission") with certain public reports and documents required by foreign law or otherwise under Rule 12g3-2(b) under the Securities Exchange Act of 1934. Such reports and documents may be inspected and copied at the public reference facilities maintained by the Commission located at the date of the Deposit Agreement at 100 F Street, NE, Washington, DC 20549. (9) Execution. This ADR shall not be valid for any purpose unless executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary. Dated: A-6 JPMORGAN CHASE BANK, N.A., as Depositary By --------------------------- Authorized Officer The Depositary's office is located at 4 New York Plaza, New York, New York 10004. A-7 [FORM OF REVERSE OF ADR] (10) Distributions on Deposited Securities. Subject to paragraphs (4) and (5), to the extent practicable, the Depositary will distribute to each Holder entitled thereto on the record date set by the Depositary therefor at such Holder's address shown on the ADR Register, in proportion to the number of Deposited Securities (on which the following distributions on Deposited Securities are received by the Custodian) represented by ADSs evidenced by such Holder's ADRs: (a) Cash. Any U.S. dollars available to the Depositary resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof authorized in this paragraph (10) ("Cash"), on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to certain Holders, and (iii) deduction of the Depositary's expenses in (1) converting any foreign currency to U.S. dollars by sale or in such other manner as the Depositary may determine to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the Depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner. (b) Shares. (i) Additional ADRs evidencing whole ADSs representing any Shares available to the Depositary resulting from a dividend or free distribution on Deposited Securities consisting of Shares (a "Share Distribution") and (ii) U.S. dollars available to it resulting from the net proceeds of sales of Shares received in a Share Distribution, which Shares would give rise to fractional ADSs if additional ADRs were issued therefor, as in the case of Cash. (c) Rights. (i) Warrants or other instruments in the discretion of the Depositary representing rights to acquire additional ADRs in respect of any rights to subscribe for additional Shares or rights of any nature available to the Depositary as a result of a distribution on Deposited Securities ("Rights"), to the extent that the Company timely furnishes to the Depositary evidence satisfactory to the Depositary that the Depositary may lawfully distribute the same (the Company has no obligation to so furnish such evidence), or (ii) to the extent the Company does not so furnish such evidence and sales of Rights are practicable, any U.S. dollars available to the Depositary from the net proceeds of sales of Rights as in the case of Cash, or (iii) to the extent the Company does not so furnish such evidence and such sales cannot practicably be accomplished by reason of the nontransferability of the Rights, limited markets therefor, their short duration or otherwise, nothing (and any Rights may lapse). (d) Other Distributions. (i) Securities or property available to the Depositary resulting from any distribution on Deposited Securities other than Cash, Share Distributions and Rights ("Other Distributions"), by any means that the Depositary may deem equitable and practicable, or (ii) to the extent the Depositary deems distribution of such securities or property not to be equitable and practicable, any U.S. dollars available to the Depositary from the net proceeds of sales of Other Distributions as in the case of Cash. Such U.S. dollars available will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be withheld without liability and dealt with by the Depositary in accordance with its then current practices. A-8 (11) Record Dates. The Depositary may, after consultation with the Company if practicable, fix a record date (which, to the extent applicable, shall be as near as practicable to any corresponding record date set by the Company) for the determination of the Holders who shall be responsible for the fee assessed by the Depositary for administration of the ADR program and for any expenses provided for in paragraph (7) hereof as well as for the determination of the Holders who shall be entitled to receive any distribution on or in respect of Deposited Securities, to give instructions for the exercise of any voting rights, to receive any notice or to act in respect of other matters and only such Holders shall be so entitled or obligated. (12) Voting of Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions of the Cayman Islands law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given or deemed given, including instructions to give a discretionary proxy to a person designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of holders of Shares. There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner. (13) Changes Affecting Deposited Securities. Subject to paragraphs (4) and (5), the Depositary may, in its discretion, amend this ADR or distribute additional or amended ADRs (with or without calling this ADR for exchange) or cash, securities or property on the record date set by the Depositary therefor to reflect any change in par value, split-up, consolidation, cancellation or other reclassification of Deposited Securities, any Share A-9 Distribution or Other Distribution not distributed to Holders or any cash, securities or property available to the Depositary in respect of Deposited Securities from (and the Depositary is hereby authorized to surrender any Deposited Securities to any person and, irrespective of whether such Deposited Securities are surrendered or otherwise cancelled by operation of law, rule, regulation or otherwise, to sell by public or private sale any property received in connection with) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all the assets of the Company, and to the extent the Depositary does not so amend this ADR or make a distribution to Holders to reflect any of the foregoing, or the net proceeds thereof, whatever cash, securities or property results from any of the foregoing shall constitute Deposited Securities and each ADS evidenced by this ADR shall automatically represent its pro rata interest in the Deposited Securities as then constituted. (14) Exoneration. The Depositary, the Company, their agents and each of them shall: (a) incur no liability (i) if any present or future law, rule, regulation, fiat, order or decree of the United States, the Cayman Islands, the People's Republic of China or any other country, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism or other circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or A-10 required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof. (15) Resignation and Removal of Depositary; the Custodian. The Depositary may resign as Depositary by 60 days prior written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by no less than 60 days prior written notice of such removal delivered to the Depositary. The Depositary may appoint substitute or additional Custodians and the term "Custodian" refers to each Custodian or all Custodians as the context requires. (16) Amendment. Subject to the last sentence of paragraph (2), the ADRs and the Deposit Agreement may be amended by the Company and the Depositary, provided that any amendment that imposes or increases any fees or charges (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or that shall otherwise prejudice any substantial existing right of Holders, shall become effective 30 days after notice of such amendment shall have been given to the Holders. Every Holder of an ADR at the time any amendment to the Deposit Agreement so becomes effective shall be deemed, by continuing to hold such ADR, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Holder of any ADR to surrender such ADR and receive the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act of 1933 or (b) the ADSs or Shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to prejudice any substantial rights of Holders. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the Deposit Agreement or the form of ADR to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and the ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement in such circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance. (17) Termination. Upon the resignation or removal of the Depositary pursuant to the Deposit Agreement, the Depositary may, and shall at the written direction of the Company, terminate the Deposit Agreement and this ADR by mailing notice of such termination to A-11 the Holders at least 30 days prior to the date fixed in such notice for such termination, which 30 days shall not act to reduce the 60 days referred to in paragraph (15) above. After the date so fixed for termination, the Depositary and its agents will perform no further acts under the Deposit Agreement and this ADR, except to receive and hold (or sell) distributions on Deposited Securities and deliver Deposited Securities being withdrawn. As soon as practicable after the expiration of six months from the date so fixed for termination, the Depositary shall sell the Deposited Securities and shall thereafter (as long as it may lawfully do so) hold in a segregated account the net proceeds of such sales, together with any other cash then held by it under the Deposit Agreement, without liability for interest, in trust for the pro rata benefit of the Holders of ADRs not theretofore surrendered. After making such sale, the Depositary shall be discharged from all obligations in respect of the Deposit Agreement and this ADR, except to account for such net proceeds and other cash. After the date so fixed for termination, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary and its agents. (18) Appointment. Each Holder and each person holding an interest in ADSs, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof. A-12 EX-4.4 6 h00847exv4w4.txt EX-4.4 SERIES A PREFERRED SHARED PURCHASE AGMT EXHIBIT 4.4 EXECUTION COPY SERIES A PREFERRED SHARE PURCHASE AGREEMENT dated as of September 20, 2006 by and between INSPIRATION PARTNERS LIMITED, YINGLI GREEN ENERGY HOLDING COMPANY LIMITED, YINGLI POWER HOLDING COMPANY LTD., and LIANSHENG MIAO TABLE OF CONTENTS

Page No. ---- ARTICLE I SALE OF SHARES AND CLOSING.................................. 1 SECTION 1.01. Purchase and Sale...................................... 1 SECTION 1.02. Closing................................................ 1 SECTION 1.03. Purchase Price......................................... 1 SECTION 1.04. Share Certificate...................................... 1 SECTION 1.05. Use of Proceeds........................................ 2 SECTION 1.06. Further Assurances..................................... 2 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY............... 2 SECTION 2.01. Power and Authority.................................... 2 SECTION 2.02. Execution and Delivery................................. 2 SECTION 2.03. Corporate Existence of the Company..................... 3 SECTION 2.04. Company Capital Stock.................................. 3 SECTION 2.05. Subsidiaries........................................... 3 SECTION 2.06. No Conflicts........................................... 4 SECTION 2.07. Governmental Approvals and Filings..................... 4 SECTION 2.08. Books and Records...................................... 4 SECTION 2.09. Financial Statements and Condition..................... 5 SECTION 2.10. Taxes.................................................. 5 SECTION 2.11. Legal Proceedings...................................... 6 SECTION 2.12. Compliance With Laws and Orders........................ 6 SECTION 2.13. Real Property.......................................... 6 SECTION 2.14. Tangible Personal Property............................. 6 SECTION 2.15. Investment Assets...................................... 7 SECTION 2.16. Intellectual Property Rights........................... 7 SECTION 2.17. Contracts.............................................. 7 SECTION 2.18. Insurance.............................................. 8 SECTION 2.19. Employees; Labor Relations............................. 8 SECTION 2.20. Environmental Matters.................................. 9 SECTION 2.21. Brokers................................................ 9 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.............. 10 SECTION 3.01. Corporate Existence.................................... 10 SECTION 3.02. Authority.............................................. 10 SECTION 3.03. No Conflicts........................................... 10 SECTION 3.04. Governmental Approvals and Filings..................... 11 SECTION 3.05. Legal Proceedings...................................... 11 SECTION 3.06. Investment Purpose..................................... 11 SECTION 3.07. Brokers................................................ 11 ARTICLE IV COVENANTS AND OTHER AGREEMENTS.............................. 11

-i- SECTION 4.01. Covenants of the Company............................... 11 SECTION 4.02. Covenants of the Investor.............................. 13 SECTION 4.03. Mutual Covenants....................................... 14 ARTICLE V CONDITIONS TO CLOSING........................................ 14 SECTION 5.01. Conditions to Each Party's Obligations................. 14 SECTION 5.02. Conditions to Obligations of the Investor.............. 14 SECTION 5.03. Conditions to Obligations of the Company............... 16 ARTICLE VI SURVIVAL; NO OTHER REPRESENTATIONS........................... 16 SECTION 6.01. Survival of Representations and Warranties............. 16 SECTION 6.02. No Other Representations............................... 17 SECTION 6.03. Supplemental Disclosure................................ 17 ARTICLE VII INDEMNIFICATION............................................. 17 SECTION 7.01. Indemnification........................................ 17 SECTION 7.02. Method of Asserting Claims............................. 18 SECTION 7.03. Exclusivity............................................ 21 SECTION 7.04. No Consequential Damages............................... 21 SECTION 7.05. Limitation of Liability................................ 21 ARTICLE VIII TERMINATION................................................. 22 SECTION 8.01. Termination............................................ 22 SECTION 8.02. Effect of Termination.................................. 22 ARTICLE IX DEFINITIONS................................................. 22 SECTION 9.01. Defined Terms.......................................... 22 SECTION 9.02. Construction of Certain Terms and Phrases.............. 28 ARTICLE X MISCELLANEOUS............................................... 28 SECTION 10.01. Notices................................................ 28 SECTION 10.02. Entire Agreement....................................... 30 SECTION 10.03. Expenses............................................... 30 SECTION 10.04. Public Announcements................................... 30 SECTION 10.05. Waiver................................................. 30 SECTION 10.06. Amendment.............................................. 30 SECTION 10.07. No Third Party Beneficiary............................. 30 SECTION 10.08. No Assignment; Binding Effect.......................... 30 SECTION 10.09. Enforcement of Agreement............................... 31 SECTION 10.10. Headings............................................... 31 SECTION 10.11. Governing Law; Consent to Jurisdiction................. 31 SECTION 10.12. Invalid Provisions..................................... 32 SECTION 10.13. Counterparts........................................... 32 -ii- EXHIBITS Exhibit A Transaction Documents Exhibit B Shareholders Agreement Exhibit C Amended and Restated Memorandum of Association -iii- This SERIES A PREFERRED SHARE PURCHASE AGREEMENT, dated as of September 20, 2006 (this "AGREEMENT"), is entered into by and between Inspiration Partners Limited, an international business company incorporated under the laws of the British Virgin Islands (the "INVESTOR"), Yingli Green Energy Holding Company Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the "COMPANY"), Yingli Power Holding Company Ltd., a company with limited liability incorporated and existing under the laws of the British Virgin Islands (the "HOLDCO"), and Mr. Liansheng Miao (together with the Holdco, the "FOUNDERS"). Capitalized terms not otherwise defined herein have the meanings set forth in Section 9.01. WHEREAS, the Company wishes to sell and the Investor wishes to purchase shares of Series A Preferred Shares, US$0.01 par value per share, of the Company (the "SERIES A PREFERRED SHARES") on terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I SALE OF SHARES AND CLOSING SECTION 1.01. Purchase and Sale. The Company agrees to sell to the Investor, and the Investor agrees to purchase from the Company, 8,081,081 Series A Preferred Shares (the "SHARES") at the Closing on the terms and subject to the conditions set forth in this Agreement. SECTION 1.02. Closing. The Closing shall take place not later than 12 days after the satisfaction or waiver of the conditions set forth in Articles V or such other date agreed by the parties hereto (such date being the "CLOSING DATE") at the offices of Simpson Thacher & Bartlett LLP, 7/F ICBC Tower, 3 Garden Road, Central Hong Kong, or at such other time and place as the Investor and the Company mutually agree. SECTION 1.03. Purchase Price. Subject to Section 1.04, upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Investor shall pay the Company US$17,010,000 (the "PURCHASE PRICE") in immediately available funds, to be wired to an account to be designated by the Company in writing prior to the Closing Date. SECTION 1.04. Share Certificate. At the Closing, in exchange for the payment to the Company of the Purchase Price, the Company shall deliver or cause to be delivered to the Investor a share certificate (the "SHARE CERTIFICATE") representing all of the Shares duly issued to the Investor. SECTION 1.05. Use of Proceeds. The Company shall not use the net proceeds from the Purchase Price (the "Proceeds") for any purpose other than to acquire at least 51% ownership of Tianwei Yingli from Baoding Yingli Group Co., Ltd. ("YINGLI GROUP"), provided further, that such acquisition shall be made in accordance with that certain Share Purchase Agreement, dated August 25, 2006, by and between Yingli Group and the Company (the "YINGLI GROUP SHARE PURCHASE AGREEMENT"). Following the application of such proceeds in such manner, any remaining Proceeds may be applied for the general corporate purpose of the Company. The Proceeds shall be deposited in an account of the Company at a bank located outside of the PRC and shall be withdrawn only by the Company's authorized signatories subject to the Investor's prior approval, which shall not be unreasonably withheld so long as the Proceeds are being used for the purposes permitted hereunder. SECTION 1.06. Further Assurances. At any time or from time to time after the Closing, each of the parties hereto shall, at the expense of the party making such request, execute and deliver such other documents and instruments, provide such materials and information and take such other actions as may reasonably be necessary, proper or advisable, to the extent permitted by Law, to fulfill its obligations under this Agreement. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company and the Founders (together, the "WARRANTORS") hereby jointly and severally represent and warrant to the Investor that the statements contained in this Article II are true, correct and complete as of the date of this Agreement and, where appropriate, the date of the Closing, except as set forth in the Disclosure Schedule: SECTION 2.01. Power and Authority. The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including without limitation the sale and issuance of the Shares pursuant to this Agreement. SECTION 2.02. Execution and Delivery. The execution and delivery by the Company of the Transaction Documents and the performance by the Company of its obligations under the Transaction Documents have been duly and validly authorized by or on behalf of the Company, no other action on the part of the Company or its shareholders being necessary except as expressly contemplated hereby. The Transaction Documents have been duly and validly executed and delivered by the Company and assuming the due execution of the Transaction Documents by other parties hereto, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with their terms. -2- SECTION 2.03. Corporate Existence of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, and has full corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its Assets and Properties. The Company is duly qualified, licensed or admitted to do business in each jurisdiction in which the ownership, use or leasing of its Assets and Properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except for those jurisdictions in which the adverse effects of all such failures by the Company to be qualified, licensed or admitted would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. SECTION 2.04. Company Capital Stock. Immediately prior to the Closing, the authorized capital stock of the Company shall be US$5,000,000, consisting of (a) 491,918,919 ordinary shares, US$0.01 par value per share, of which 59,800,000 shares are issued and outstanding and (b) 8,081,081 shares of Series A Preferred Shares, US$0.01 par value per share, none of which are issued and outstanding. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, shall be duly authorized and validly issued, fully paid and nonassessable and free and clear of all Liens. The delivery of the Share Certificate at the Closing representing the Shares in the manner provided in Section 1.04 shall transfer to the Investor good and valid title to the Shares, free and clear of all Liens other than restrictions on the payment of dividends arising under applicable Law, restrictions on transferability arising under applicable securities Laws and any Liens created or suffered to exist by the Investor. Except as disclosed in the Disclosure Schedule and except as provided in this Agreement, there are no outstanding Options with respect to any shares of the Company. SECTION 2.05. Subsidiaries. (a) Each of the Subsidiaries is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation and has full corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its Assets and Properties. Each of the Subsidiaries is duly qualified, licensed or admitted to do business in each jurisdiction in which the ownership, use or leasing of its Assets and Properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except for those jurisdictions in which the adverse effects of all such failures by any Subsidiary to be qualified, licensed or admitted would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Disclosure Schedule lists for each of the Subsidiaries its jurisdiction of organization, the amount of its authorized capital stock or its equivalent, the amount of its outstanding capital stock or its equivalent, and the record owners of such outstanding capital stock or its equivalent. As of the date hereof and as of the Closing Date, except as disclosed in the Disclosure Schedule, all the outstanding shares of capital stock or its equivalent of each of the Subsidiaries have been duly authorized -3- and validly issued, are fully paid and nonassessable and free and clear of all Liens other than the Permitted Liens. Except as disclosed in the Disclosure Schedule, there are no outstanding Options or other rights, agreements, arrangements or commitments to which any Subsidiary is a party or by which any Subsidiary is bound relating to the issued or unissued shares of capital stock or its equivalent of any Subsidiary. SECTION 2.06. No Conflicts. Except as disclosed in the Disclosure Schedule or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the execution and delivery by the Company of the Transaction Documents do not, and the performance by the Company of its obligations under the Transaction Documents, and the consummation of the transactions contemplated thereby shall not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the organizational documents of the Company or any Subsidiary; (b) conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to the Company, any Subsidiary or any of their respective Assets and Properties; or (c) (i) conflict with or result in a violation or breach of, (ii) constitute a default under, (iii) require the Company or any Subsidiary to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, (iv) result in or give to any Person any right of termination, cancellation, acceleration or modification in or with respect to, or (v) result in the creation or imposition of any Lien upon the Company, any Subsidiary or any of their respective Assets and Properties under, any material Contract or License to which the Company or any Subsidiary is a party or by which any of them or any of their respective Assets and Properties is bound. SECTION 2.07. Governmental Approvals and Filings. Except as disclosed in the Disclosure Schedule, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority on the part of the Company or any Subsidiary is required in connection with the execution, delivery and performance of the Transaction Documents or the consummation of the transactions contemplated thereby. SECTION 2.08. Books and Records. The Company has made available to the Investor prior to the execution of this Agreement complete and correct copies of the organizational documents of the Company and each Subsidiary. The minute books and other similar records of the Company and each Subsidiary as made available to the Investor prior to the execution of this Agreement contain a true and complete record, in all material respects, of all actions taken at all meetings and by written consents in lieu of meetings of the stockholders, the boards of directors and committees of the boards of directors of the Company and each Subsidiary. The shareholders register of the Company and each Subsidiary as made available to the Investor prior to the execution of -4- this Agreement accurately reflect all record issuances and transfers prior to the execution of this Agreement of the capital stock of the Company and each Subsidiary. To the Knowledge of the president, the directors, the vice presidents and the department heads of the Company, the Books and Records of the Company and each Subsidiary made available to the Investor prior to the execution of this Agreement do not contain any untrue statement of a material fact. SECTION 2.09. Financial Statements and Condition (a) Prior to the execution of this Agreement, the Company has made available to the Investor true and complete copies of the Financial Statements. The information contained in the Financial Statements shall be substantially similar to the information contained in the audited consolidated balance sheets, income statements and statements of cash flow of Tianwei Yingli for the years ended on December 31, 2003, 2004 and 2005 (the "ACTUAL ANNUAL FINANCIAL STATEMENTS") and the unaudited consolidated balance sheets, income statements and statements of cash flow of Tianwei Yingli for the six months ended June 30, 2006 (the "ACTUAL INTERIM FINANCIAL STATEMENTS"); provided, that (i) net income for each of the years ended on December 31, 2003, 2004 and 2005 as indicated in the Financial Statements shall not be greater or less than net income for each of the corresponding years indicated in the Actual Annual Financial Statements by more than ten percent (10%) and (ii) net income for the six months ended on June 30, 2006 shall not be greater or less than net income for the corresponding period indicated in the Actual Interim Financial Statements by more than fifteen percent (15%). (b) Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant thereto on or prior to the Closing Date or as disclosed in the Disclosure Schedule, since January 1, 2006 until the Closing Date, the business of the Company and the Subsidiaries has been operated in all material respects in the ordinary course consistent with past practice and there has not been any change in the Business or Condition of the Company that has or would reasonably be expected to have a Material Adverse Effect. (c) To the Knowledge of the Company, except as reflected in the Financial Statements described in paragraph (a) of this Section or as set forth in the Disclosure Schedule, and except for Liabilities incurred in the ordinary course of business consistent with past practice, neither the Company nor any Subsidiary has any material Liabilities of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company or in the notes thereto. SECTION 2.10. Taxes. Except as disclosed in the Disclosure Schedule, as of the date hereof, (1) the Company and each Subsidiary have filed all Tax returns and reports required to be filed by the Company and each Subsidiary, or requests for extensions to file such returns or reports have been timely filed or granted and have not expired, and (2) there have been no examinations or audits of any tax returns or reports by any applicable governmental agency. -5- As of the date hereof, the Company and each Subsidiary have paid all undisputed Taxes shown as due on such Tax returns and reports in all material respects. Further, each of the Company and its Subsidiaries has duly withheld individual income taxes and adequately paid mandatory contributions to the statutory welfare or social security funds on behalf of all its employees in material compliance with the applicable regulations in each respective jurisdiction such that there shall be no default or underpayment in respect of individual income taxes and mandatory contributions to the statutory social security funds that has or would reasonably be expected to have a Material Adverse Effect. SECTION 2.11. Legal Proceedings. As of the date hereof, except as disclosed in the Disclosure Schedule or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) there are no Actions or Proceedings pending or, to the Knowledge of the Company, threatened seeking to restrain, adjourn or otherwise prohibit or make illegal the consummation of any of the transactions contemplated by the Transaction Documents; and (b) there are no Actions or Proceedings pending or, to the Knowledge of the Company, threatened against, relating to or affecting the Company, any Subsidiary or any of their respective Assets and Properties. SECTION 2.12. Compliance With Laws and Orders. Except as disclosed in the Disclosure Schedule or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any Subsidiary has received any received any written communication since January 1, 2004 until the date hereof from any Governmental or Regulatory Authority that alleges that the Company or any Subsidiary, as applicable, is in violation of or in default under any Law or Order applicable to the Company or such Subsidiary. To the Knowledge of the Company, each of the Company and its Subsidiaries is in compliance, in all material respects, with all Laws or Orders. SECTION 2.13. Real Property. (a) Each of the Company and the Subsidiaries has good title, free and clear of any Lien other than the Permitted Liens, to each parcel of real property owned by it and is in possession of each such parcel of real property, together with all buildings, structures, facilities, fixtures and other improvements thereon. (b) Each of the Company and the Subsidiaries has a valid and subsisting leasehold estate in and the right to quiet enjoyment of the real properties leased by it, free and clear of any Liens other than the Permitted Liens (except by the Lessor). SECTION 2.14. Tangible Personal Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Company and the Subsidiaries is in possession of and has good title to, -6- or has valid leasehold interests in or valid rights under Contract to use, all tangible personal property material to the Business or Condition of the Company, free and clear of any Liens other than the Permitted Liens. SECTION 2.15. Investment Assets. As of the date hereof, the Disclosure Schedule lists each Investment Asset in excess of US$3 million held by the Company or any Subsidiary in any Person which is not a Subsidiary. Except as disclosed in the Disclosure Schedule, as of the date hereof, all such Investment Assets listed on the Disclosure Schedule are owned by the Company or a Subsidiary and are free and clear of all Liens other than the Permitted Liens. SECTION 2.16. Intellectual Property Rights. As of the date hereof, each of the Company and the Subsidiaries either has all right, title and interest in or a valid and binding right under Contract to use the Intellectual Property material to the Business or Condition of the Company (the "COMPANY INTELLECTUAL PROPERTY"). As of the date hereof, (a) all registrations with and applications to Governmental or Regulatory Authorities in respect of the Company Intellectual Property owned by the Company or a Subsidiary are valid and in full force and effect and (b) the execution of the Transaction Documents and the consummation of the transactions contemplated thereby do not trigger any restrictions on the direct or indirect transfer of any material Contract, or any interest therein, held by the Company or any Subsidiary in respect of the Company Intellectual Property. As of the date hereof, neither the Company nor any Subsidiary has received notice that the Company or any Subsidiary is infringing any Intellectual Property of any other Person in any material respect; to the Knowledge of the Company, no claim to such effect is pending and has not been resolved; and as of the date hereof, to the Knowledge of the Company, neither the Company nor any Subsidiary is infringing any Intellectual Property of any other Person in any material respect. SECTION 2.17. Contracts. (a) As of the date hereof, the Disclosure Schedule contains a true and complete list of each of the following Contracts to which the Company or any Subsidiary is a party or by which any of their respective Assets and Properties is bound: (i) Contracts providing for a commitment of employment or consultation services for a specified or unspecified term or otherwise relating to employment or termination of employment of each member of senior management of the Company and the Subsidiaries; (ii) Contracts containing any provision or covenant prohibiting or materially limiting the ability of the Company or any Subsidiary to engage in any business activity or compete with any Person or prohibiting or materially limiting the ability of any Person to compete with the Company or any Subsidiary; (iii) material partnership, joint venture, shareholders' or other similar Contracts with any Person; -7- (iv) Contracts relating to Indebtedness of the Company or any Subsidiary in excess of US$3 million; (v) Contracts with distributors, manufacturers, suppliers or sales agencies that involve a binding payment or obligation by or to the Company or any Subsidiary of more than US$3 million annually; (vi) Contracts relating to (A) the future disposition or acquisition of any Assets and Properties individually or in the aggregate material to the Business or Condition of the Company, other than dispositions or acquisitions in the ordinary course of business, and (B) any merger or other business combination (other than this Agreement); (vii) Contracts between or among the Company and any Subsidiary relating to Indebtedness or the provision of services between such entities; and (viii) Contracts with top five (5) distributors, manufacturers, suppliers or sales agencies, which collectively account for at least seventy percent (70%) of the supply of silicon to the Company and its Subsidiaries in the aggregate as of the date of this Agreement. (b) As of the date hereof, none of the Contracts required to be disclosed in the Disclosure Schedule has been terminated prior to the expiration of the agreed minimum term by any party thereto nor, to the Knowledge of the Company as to any Contract the Company or any Subsidiary is a party, has any party indicated its intention to terminate any of such Contracts. Except as disclosed in the Disclosure Schedule, , to the Knowledge of the Company, neither the Company nor any Subsidiary or any other party to such Contract is in violation or breach of or default under any such Contract in any material respect. SECTION 2.18. Insurance. As of the date hereof, except as disclosed in the Disclosure Schedule or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no premiums are due or have not been paid in relation to, and neither the Company nor any Subsidiary has received any notice of cancellation or termination in respect of, or, to the Knowledge of the Company, is in default under, any insurance policy currently in effect that insure the business, operations or employees of the Company or any Subsidiary or affect or relate to the ownership, use or operation of any of the Assets and Properties of the Company or any Subsidiary in any material respect. SECTION 2.19. Employees; Labor Relations. As of the date hereof, except as disclosed in the Disclosure Schedule, there are no disputes pending or, to the Knowledge of the Company, threatened in writing between the Company or any Subsidiary and any trade union or other representatives of its employees, except in each -8- case for such disputes as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. SECTION 2.20. Environmental Matters. As of the date hereof, except as disclosed in the Disclosure Schedule: (a) Neither the Company nor any Subsidiary has received any written communication since January 1, 2003 until the date hereof from any Governmental or Regulatory Authority that alleges that the Company or any Subsidiary, as applicable, is not in compliance with applicable Environmental Laws in any material respect, except for any non-compliance that has been settled or resolved. (b) To the Knowledge of the Company, neither the Company nor any Subsidiary is in violation of or not in compliance with applicable Environmental Laws in any material respect. (c) To the Knowledge of the Company, each of the Company and the Subsidiaries has obtained or maintains all environmental, health and safety permits and governmental authorizations necessary for the construction of its facilities and the conduct of its operations as currently conducted, as applicable (collectively, the "ENVIRONMENTAL PERMITS"), and all such Environmental Permits are in good standing or, where applicable, a renewal application or an application for any new operations has been timely filed and is pending agency approval, and the Company and the Subsidiaries are in compliance with all terms and conditions of such Environmental Permits. To the Knowledge of the Company, neither the Company nor any Subsidiary has received any notice from any Governmental Authority that it will revoke, cancel, withdraw, terminate, suspend, not renew, or modify any such Environmental Permits. (e) This Section 2.20 contains the sole and exclusive representations and warranties of the Company with respect to environmental matters arising under any Environmental Law. SECTION 2.21. Brokers. All negotiations relating to this Agreement and the transactions contemplated hereby have been carried out by the Company directly with the Investor without the intervention of any Person on behalf of the Company in such manner as to give rise to any valid claim by any Person against the Investor, the Company or any Subsidiary for a finder's fee, brokerage commission or similar payment. SECTION 2.22. Related Party Transaction. Except as disclosed in the Disclosure Schedules, no Founder, officer or director of the Company or any Subsidiary or any Affiliate of any such person has any agreement with the Company or any Subsidiary (except for employment contracts), understanding, proposed transaction with, or is indebted to, any Company or Subsidiary, nor is any Company or Subsidiary indebted (or committed to make loans or extend or guarantee credit) to any of such persons (other than for accrued salaries, reimbursable expenses or other standard -9- employee benefits). Except as disclosed in the Disclosure Schedules, no Founder, officer or director of the Company or any Subsidiary has any direct or indirect ownership interest in (i) any firm or corporation with which a the Company or any Subsidiary is affiliated, (ii) any firm or corporation with which the Company or any Subsidiary has a business relationship, (iii) any firm or corporation that competes with the Company or any Subsidiary or (iv) any firm or corporation which purchases from or sells, licenses or furnishes to the Company or any Subsidiary any goods, property, intellectual or other property rights or services. Except as disclosed in the Disclosure Schedules, there is no agreement between any Founder and any other shareholder with respect to the ownership or control of the Company or any Subsidiary. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE INVESTOR The Investor hereby represents and warrants to the Company as follows: SECTION 3.01. Corporate Existence. The Investor is an international business company duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands. The Investor has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. SECTION 3.02. Authority. The execution and delivery by the Investor of this Agreement, and the performance by the Investor of its obligations hereunder, have been duly and validly authorized by all necessary action on the part of the Investor, no other action on the part of the Investor or its equity holders being necessary. This Agreement has been duly and validly executed and delivered by the Investor and constitutes a legal, valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms. SECTION 3.03. No Conflicts. The execution and delivery by the Investor of this Agreement do not, and the performance by the Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby shall not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the corporate organizational documents of the Investor; (b) conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to the Investor or any of its Assets and Properties; or (c) (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require the Investor -10- to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, (iv) result in or give to any Person any right of termination, cancellation, acceleration or modification in or with respect to, or (v) result in the creation or imposition of any Lien upon the Investor or any of its Assets and Properties under, any Contract or License to which the Investor is a party or by which any of its Assets and Properties is bound. SECTION 3.04. Governmental Approvals and Filings. No consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority on the part of the Investor is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. SECTION 3.05. Legal Proceedings. There are no Actions or Proceedings pending or, to the Knowledge of the Investor, threatened seeking to restrain, enjoin or otherwise prohibit or make illegal the consummation of any of the transactions contemplated by this Agreement. SECTION 3.06. Investment Purpose. The Investor is acquiring the Shares solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof. SECTION 3.07. Brokers. All negotiations relating to this Agreement and the transactions contemplated hereby have been carried out by the Investor directly with the Company without the intervention of any Person on behalf of the Investor in such manner as to give rise to any valid claim by any Person against the Company for a finder's fee, brokerage commission or similar payment. ARTICLE IV COVENANTS AND OTHER AGREEMENTS SECTION 4.01. Covenants of the Warrantors. The Warrantors covenant and agree with the Investor that, at all times from and after the date hereof until the Closing, the Company shall comply and the Warrantors shall procure the Company's compliance with all covenants and provisions of this Section 4.01, except to the extent the Investor may otherwise consent in writing, which consent shall not be unreasonably withheld, delayed or conditioned. (a) Regulatory and Other Approvals. The Company shall, and shall cause the Subsidiaries to, as promptly as practicable, (a) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated hereby, including without limitation those described in the Disclosure Schedules, (b) provide such other information and communications to such -11- Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to the Investor in connection with the performance of its obligations under Section 4.02. The Company shall provide prompt notification to the Investor when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and shall advise the Investor of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement. (b) Conduct of Business. The Company and each Subsidiary shall conduct its business in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, between the date of this Agreement and the Closing Date, the Company shall use, and the Company shall cause each Subsidiary to use, commercially reasonable efforts, but only to the extent the officers of the Company believe such action to be in the best interests of the Company and the Subsidiaries as a whole, to (i) preserve intact the present business organization and reputation of the Company and the Subsidiaries, respectively, in all material respects, (ii) keep available (subject to dismissals and retirements in the ordinary course of business) the services of the key officers and employees of the Company and the Subsidiaries, respectively, (iii) maintain the respective Assets and Properties of the Company and the Subsidiaries in working order and condition consistent with past custom and practice, ordinary wear and tear excepted, and (iv) maintain the goodwill of key customers, suppliers and lenders and other Persons with whom the Company and any Subsidiary otherwise has significant business relationships. (d) Fulfillment of Conditions. The Warrantors shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the obligations of the Investor contained in this Agreement and shall not take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition. (e) Delivery of Financial Statements. As promptly as practicable, but no later than one hundred twenty (120) days, after the end of 2006, the Company shall deliver to the Investor audited consolidated balance sheets, income statements and statements of cash flow of Tianwei Yingli, in each case prepared in accordance with GAAP. As promptly as practicable, but no later than one hundred twenty (120) days, after the end of 2007, the Company shall deliver to the Investor audited consolidated balance sheets, income statements and statements of cash flow of the Company, in each case prepared in accordance with GAAP. (f) Employment Agreements. Each of the Company and its Subsidiaries shall cause all of their present and future officers and employees to enter into a standard form(s) of employment agreement containing standard confidentiality, invention assignment, non-compete, non-solicit, and other applicable employment terms -12- with the Company or its Subsidiaries, as the case may be in form and substance reasonably satisfactory to the Investor. (g) Founder Proceeds. The Founder hereby agrees and covenants that the Founder will cause Yingli Group and the Company to use best efforts to use the purchase price paid by the Company to Yingli Group for the acquisition of at least 51% equity interest in Tianwei Yingli to subscribe for and purchase, through the Company, new equity interests in Tianwei Yingli, subject to legal restrictions and the consent of Baoding Tiawnei Baobian Electric Co., Ltd. and in accordance with the Yingli Group Share Purchase Agreement. (h) Repayment of Loan. The Company shall, and the Existing Shareholders shall procure the Company to, repay that certain outstanding loan between Yingli Group and Tianwei Yingli in the amount of approximately RMB 12.4 million within thirty (30) days of the Closing. (i) Amended and Restated Articles of Association. The Warrantors shall take all necessary steps to file or register the Company's Amended and Restated Articles of Association substantially in the form attached hereto as Exhibit C with applicable Governmental and Regulatory Authorities. SECTION 4.02. Covenants of the Investor. The Investor covenants and agrees with the Company that, at all times from and after the date hereof until the Closing, the Investor shall comply with all covenants and provisions of this Section 4.02, except to the extent the Company may otherwise consent in writing, which consent shall not be unreasonably withheld, delayed or conditioned. (a) Regulatory and Other Approvals. The Investor shall as promptly as practicable (i) take all commercially reasonable steps necessary or desirable to obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Investor to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (iii) provide reasonable cooperation to the Company in connection with the performance of its obligations under this Section 4.02. The Investor shall provide prompt notification to the Company when any such consent, approval, action, filing or notice referred to in clause (iv) above is obtained, taken, made or given, as applicable, and shall advise the Company of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement. (b) Fulfillment of Conditions. The Investor shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the obligations of the Company contained in this -13- Agreement and shall not take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition. SECTION 4.03. Mutual Covenants. Each party hereto covenants and agrees with the other party that, at all times from and after the date hereof until the Closing, such party shall comply with all covenants and provisions of this Section 4.03, except to the extent the other party may otherwise consent in writing, which consent shall not be unreasonably withheld, delayed or conditioned. (a) Confidentiality. Each party hereto shall hold, and shall cause its representatives to hold, in confidence this Agreement, the Transaction Documents, all documents and information furnished to it by or on behalf of the other party in connection with the transactions contemplated hereby and shall continue to be bound the terms of the confidentiality agreement dated July 31, 2006, between the Company and the Investor, the terms of which are incorporated herein by reference. (b) Publicity. Neither party hereto shall make any announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other party, except as may be required pursuant to applicable Law and except pursuant to Section 10.04. ARTICLE V CONDITIONS TO CLOSING SECTION 5.01. Conditions to Each Party's Obligations. The obligation of any of the parties hereto to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by the Investor in its sole discretion): (a) Orders and Laws. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement. (b) Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Company and the Investor to perform their obligations under this Agreement and to consummate the transactions contemplated hereby shall have been duly obtained, made or given and shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement shall have occurred. SECTION 5.02. Conditions to Obligations of the Investor. The obligation of the Investor to consummate the transactions contemplated by this -14- Agreement is subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by the Investor in its sole discretion): (a) Representations and Warranties. The representations and warranties made by the Warrantors in this Agreement, taken as a whole, shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date (or, in the case of representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date), except for any such breaches which in the aggregate would not reasonably be expected to have a Material Adverse Effect. (b) Performance. The Warrantors shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by the Warrantors at or before the Closing. (c) Due Diligence. The Investor shall have completed to its reasonable satisfaction all business, legal and financial due diligence, and any items requiring correction identified by the Investor shall have been corrected to the Investor's reasonable satisfaction. (d) No Material Change. Since June 30, 2006, there has not been any material change in the information contained in the Financial Statements, except for any change, which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (e) Officer's Certificate. The Company's chief executive officer shall deliver to the Purchasers at the Closing a certificate certifying that the conditions specified in Sections 5.02(a) and 5.02(b) have been fulfilled. (f) Transaction Documents. Each party to each Transaction Document shall have duly executed and delivered each of the Transaction Documents to which it is a party, which shall each be on terms reasonably satisfactory to the Investor. (g) Memorandum and Articles of Association. The Company shall have obtained all necessary authorizations of the Company's board of directors and shareholders to adopt the Amended and Restated Memorandum and Articles of Association substantially in the form attached hereto as Exhibit C. (h) Employment Agreements. The Company shall have entered into an employment agreement, which shall include appropriate non-compete, non-solicit, confidentiality and invention assignment provisions, with each of Liansheng Miao, Xiangdong Wang and Zhiheng Zhao, to the reasonable satisfaction of the Investor. -15- (j) Opinion of Counsel. The Investor shall have received as of the Closing Date the opinions of each of Conyers Dill & Pearman, Cayman Islands counsel to the Company, and Fangda Partners, the PRC counsel to the Company, to the reasonable satisfaction of the Investor. (k) Expense Side Letter. The Company and the Investor shall have entered on or prior to the Closing Date a side letter relating to the fees and expenses incurred in connection with the consummation of the transactions contemplated herein (the "EXPENSE SIDE LETTER"). (j) Issuance of New Shares. Prior to the Closing, the Company shall not, and the Warrantors shall procure the Company not to, have issued or authorized the issuance of any ordinary shares or Series A Preferred Shares other than as set forth in Section 2.04 hereof. (k) Determination of the ESOP Percentage. Prior to the Closing, the Warrantors and the Investor shall have agreed on the Primary ESOP Percentage and the Secondary ESOP Percentage (each as defined in the Shareholders Agreement). SECTION 5.03. Conditions to Obligations of the Company. The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by the Investor in its sole discretion): (a) Representations and Warranties. The representations and warranties made by the Investor in this Agreement, taken as a whole, shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date. (b) Performance. The Investor shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by the Investor at or before the Closing. ARTICLE VI SURVIVAL; NO OTHER REPRESENTATIONS SECTION 6.01. Survival of Representations and Warranties. The representations and warranties of the Company contained in Article II and in the Disclosure Schedule, as supplemented and amended from time to time pursuant to Section 6.03, shall survive only until the first anniversary of the Closing, except that any representation or warranty that would otherwise terminate in accordance with this sentence shall continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given in good faith based on facts reasonably expected to establish -16- a valid claim under Article VII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VII. SECTION 6.02. No Other Representations. Except those representations and warranties contained in Article II as qualified by the Disclosure Schedule, as supplemented or amended from time to time pursuant to Section 6.03, it is the explicit intent of each party hereto that the Company is making no representation or warranty whatsoever, express or implied, at law or in equity, whether under contract, tort or other applicable law, in respect of the Business, the Company or any Subsidiary, or any of their respective Assets and Properties, Liabilities or operations. In addition, the Company makes no representation or warranty to the Investor with respect to any financial projection or forecast relating to the Business or Condition of the Company provided by or on behalf of the Company to the Investor or any of its Affiliates or Representatives, provided, that, such financial projection or forecast were prepared in good faith. With respect to any projection or forecast with respect to the Company and the Subsidiaries or the Business delivered by or on behalf of the Company to the Investor or any of its Affiliates or Representatives, the Investor acknowledges that (a) there are uncertainties inherent in attempting to make such projections and forecasts, (b) it is familiar with such uncertainties, (c) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts furnished to it and (d) it shall have no claim against the Company or any of their Affiliates or Representatives with respect thereto, except where it is determined that such projection or forecast were not prepared in good faith. SECTION 6.03. Supplemental Disclosure. The Company shall have the right from time to time prior to the Closing to supplement or amend the Disclosure Schedule with respect to any matter arising or discovered after the date hereof which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule. ARTICLE VII INDEMNIFICATION SECTION 7.01. Indemnification. (a) Following the Closing, subject to paragraphs (c) and (d) of this Section, Section 7.03 and the other Sections of this Article VII, the Warrantors shall jointly and severally indemnify the Investor in respect of, and hold it harmless from and against, any and all Losses suffered, incurred or sustained by it or to which it becomes subject, resulting from, arising out of or relating to any breach of representation or warranty or non-fulfillment of or failure to perform any covenant or agreement on the part of the Company made in or pursuant to this Agreement. -17- (b) Notwithstanding anything to the contrary contained in this Agreement, no amounts of indemnity shall be payable by the Warrantors as a result of any Losses arising under paragraph (a) of this Section 7.01: (i) with respect to any claim, unless and until the aggregate amount of Losses suffered by the Investor exceeds US$1 million, in which case the Investor shall be entitled to indemnification of the entire amount of Losses; (ii) to the extent that, prior to Closing, the Investor had actual knowledge (including by way of notice from the Company through supplements to the Disclosure Schedule or otherwise), but elected to proceed with the Closing notwithstanding such knowledge; (iii) to the extent it arises from or was caused by actions taken by the Investor or any of its Affiliates; or (iv) to the extent that the Investor had been compensated for such Loss. (c) Notwithstanding anything to the contrary contained in this Agreement, the Warrantors shall, in no circumstance, be obligated hereunder to indemnify the Investor in respect of any and all Losses in an amount in excess of the Purchase Price. (d) Notwithstanding anything to the contrary contained in this Agreement, this Article VII shall survive any termination of this Agreement. SECTION 7.02. Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 7.01 must be asserted and resolved as follows: (a) In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 7.01 is asserted against or sought to be collected from such Indemnified Party by a Person other than the Warrantors or any of their respective Affiliates (a "THIRD PARTY CLAIM"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 7.01 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (i) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 7.02(a), then the Indemnifying Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a -18- final conclusion or shall be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed in the case of any settlement that provides for any relief other than the payment of monetary damages as to which the Indemnified Party shall be indemnified in full). The Indemnifying Party shall have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof, except that: (x) the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests and not prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in clause (ii) below, if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to the portion of such Third Party Claim prejudiced by the Indemnified Party's action); and (y) if requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). The Indemnified Party may retain separate counsel to represent it in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and the Indemnified Party shall bear its own costs and expenses with respect to such separate counsel except as provided in the preceding sentence. Notwithstanding the foregoing, the Indemnified Party may retain or take over the control of the defense or settlement of any Third Party Claim the defense of which the Indemnifying Party has elected to control if the Indemnified Party irrevocably waives its right to indemnity under Section 7.01 with respect to such Third Party Claim. (ii) If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to this Section 7.02(a), then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnified Party to a final conclusion or shall be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed). The Indemnified Party -19- shall have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that: (x) if requested by the Indemnified Party, the Indemnifying Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnifying Party or any of its Affiliates); (y) notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this clause (ii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation; and (z) the Indemnifying Party may retain separate counsel to represent it in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (iii) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Indemnified Party with respect to the Third Party Claim under Section 7.01 or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss arising from such Third Party Claim shall, subject to the provisions of Section 7.01(c), be conclusively deemed a liability of the Indemnifying Party under Section 7.01 and the Indemnifying Party shall, subject to the provisions of Section 7.01(c), pay the amount of such Loss to the Indemnified Party on demand following the final determination thereof. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with the dispute resolution provisions in Section 10.11. (b) In the event of a claim by any Indemnified Party under Section 7.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the -20- Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss arising from the claim specified in such Indemnity Notice shall, subject to the provisions of Section 7.01(c), be conclusively deemed a liability of the Indemnifying Party under Section 7.01 and the Indemnifying Party shall, subject to the provisions of Section 7.01(c), pay the amount of such Loss to the Indemnified Party on demand following the final determination thereof. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved in accordance with the dispute resolution provisions in Section 10.11. SECTION 7.03. Exclusivity. After the Closing, except in the event of fraud, the indemnities set forth in this Article VII shall be the sole and exclusive remedies of the Investor and their respective officers, directors, employees, agents and Affiliates for any breach of representation or warranty or nonfulfillment of or failure to perform any covenant or agreement made in or pursuant to this Agreement, and the parties shall not be entitled to a rescission of this Agreement or to any further indemnification rights or claims of any nature whatsoever in respect thereof, all of which the parties hereto hereby waive. No Person who was an officer, director or stockholder of the Company or any of the Subsidiaries prior to the Closing or any of their respective Affiliates shall have any liability to make any payment in respect of any breach of any representation or warranty or non-performance of any covenant or agreement made in or pursuant to this Agreement, except for the Company's indemnification obligations under this Article VII. SECTION 7.04. No Consequential Damages. Anything herein to the contrary notwithstanding, no party shall be liable under this Agreement or with respect to the transactions contemplated hereby for any consequential, exemplary, punitive, special, indirect or incidental damages, including loss of profits or revenue or any multiple of damages. SECTION 7.05. Limitation of Liability. No recourse shall be had for any claim based on or otherwise in respect of this Agreement or the transactions contemplated hereby against any Person other than the Warrantors or the Investor. SECTION 7.06. Payment. Notwithstanding anything to the contrary contained in this Agreement, at the absolute discretion of the Investor, all Losses suffered by the Investors may be settled by (a) payment of cash in an amount equal to the Losses, or (b) the Company's allotment and issuance of such number of Ordinary Shares equal to (i) the amount of Losses suffered by the Investors divided by (ii) the fair market value of one Ordinary Share as determined in good faith by the Board (with the consent of the Investor Nominee); provided, that, in the event that the Investor decides to settle the Losses in the form of Ordinary Shares as provided in clause (b) above, in lieu the Ordinary Shares to be issued pursuant to clause (b) above, the Founder shall have the option of transferring to the Investor such number of Ordinary Shares held by the Holdco equal to (i) the amount of Losses suffered by the Investors divided by (ii) the fair market -21- value of one Ordinary Share as determined in good faith by the Board (with the consent of the Investor Nominee); and provided, further that any such allotment, issuance or transfer pursuant to clause (b) or (c), as the case may be, shall be grossed up and shall not have any dilutive effect on the Investor. ARTICLE VIII TERMINATION SECTION 8.01. Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned: (a) at any time before the Closing, by mutual written agreement of the Company and the Investor; or (b) at any time after October 31, 2006, by the Company or the Investor, upon notification to the non-terminating party by the terminating party, if the Closing shall not have occurred on or before such date and such failure to consummate is not caused by a breach of this Agreement by the terminating party; provided, however, that on or before such date the parties may mutually agree to extend such date until December 31, 2006. SECTION 8.02. Effect of Termination. If this Agreement is validly terminated pursuant to Section 8.01, this Agreement shall forthwith become null and void, and there shall be no liability or obligation on the part of the Company or the Investor (or any of their respective officers, directors, employees, agents or other Representatives or Affiliates) under this Agreement or in connection with the transactions contemplated hereby, except that such termination shall not relieve any breaching party from liability hereunder from willful breach of any representation or warranty contained herein or any breach of any covenant or agreement contained herein. ARTICLE IX DEFINITIONS SECTION 9.01. Defined Terms. As used in this Agreement, the following defined terms have the meanings indicated below: "ACTIONS OR PROCEEDINGS" means any action, suit, proceeding, arbitration or Governmental or Regulatory Authority investigation. "ACTUAL ANNUAL FINANCIAL STATEMENTS" has the meaning ascribed to it in Section 2.09(a). "ACTUAL INTERIM FINANCIAL STATEMENTS" has the meaning ascribed to it in Section 2.09(a). -22- "AFFILIATE" means any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by Contract or otherwise and, in any event and without limitation of the previous sentence, any Person owning fifty percent (50%) or more of the voting securities of another Person shall be deemed to control that Person. "AGREEMENT" means this Series A Preferred Share Purchase Agreement, the Disclosure Schedule, as supplemented and amended from time to time pursuant to Section 6.03, the exhibits and annexes attached hereto. "ASSETS AND PROPERTIES" of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person. "BOOKS AND RECORDS" means all files, documents, instruments, papers, books and records relating to the Business or Condition of the Company, including without limitation financial statements, Tax returns and related work papers and letters from accountants, budgets, pricing guidelines, ledgers, journals, deeds, title policies, minute books, stock certificates and books, stock transfer ledgers, Contracts, Licenses, operating data and plans. "BUSINESS" means the design, manufacture, sales, assembly, installation and servicing of photovoltaic products engaged in by the Company, directly or indirectly through the Subsidiaries. "BUSINESS DAY" means a day other than Saturday, Sunday or any day on which banks located in Hong Kong are authorized or obligated to close. "BUSINESS OR CONDITION OF THE COMPANY" means the business, financial condition or results of operations of the Company and the Subsidiaries taken as a whole. "CLAIM NOTICE" means written notification pursuant to Section 7.02(a) of a Third Party Claim as to which indemnity under Section 7.01 is sought by an Indemnified Party, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party's claim against the Indemnifying Party under Section 7.01, together with the amount or, if not then reasonably determinable, the estimated amount, determined in good faith, of the Loss arising from such Third Party Claim. "CLOSING" means the closing of the transactions contemplated by Article I. "CLOSING DATE" has the meaning ascribed to it in Section 1.02. -23- "COMPANY" has the meaning ascribed to it in the forepart of this Agreement. "COMPANY INTELLECTUAL PROPERTY" has the meaning ascribed to it in Section 2.16. "CONTRACT" means any agreement, lease, license, evidence of Indebtedness, mortgage, indenture, security agreement or other contract. "CUT-OFF DATE" means, with respect to any representation or warranty contained in this Agreement, the date on which such representation or warranty ceases to survive as provided in Section 6.01. "DISCLOSURE SCHEDULE" means the records delivered or deemed to be disclosed to the Investor on behalf of the Company herewith and dated as of the date hereof, containing all lists, exceptions and other information and materials as may be provided or deem to be provided pursuant to this Agreement, as supplemented and amended from time to time pursuant to Section 6.03. "DISPUTE PERIOD" means the period ending twenty (20) days following receipt by an Indemnifying Party of either a Claim Notice or an Indemnity Notice. "ENVIRONMENTAL PERMITS" has the meaning ascribed to it in Section 2.20(b). "ENVIRONMENTAL LAWS" means all Laws of any jurisdiction in which the Company or any Subsidiary conducts business or operations relating to pollution and the environment generally. "EXPENSE SIDE LETTER" has the meaning ascribed to it in Section 5.02(k). "FINANCIAL STATEMENTS" means the drafts of the unaudited consolidated balance sheets, income statements and statements of cash flow of Tianwei Yingli for the years ended on December 31, 2003, 2004 and 2005 and for the six months ended June 30, 2006, in each case, prepared in accordance with GAAP. "FOUNDERS" has the meaning ascribed to it in the Preamble. "GAAP" means generally accepted accounting principles in the United States, consistently applied throughout the specified period and in the immediately prior comparable period. "GOVERNMENTAL OR REGULATORY AUTHORITY" means any applicable court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of any jurisdiction in which a Person conducts business or operations. -24- "HOLDCO" has the meaning ascribed to it in the Preamble. "ICC" has the meaning ascribed to it in Section 10.11(b). "INDEBTEDNESS" of any Person means all obligations of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) under capital leases and (iv) in the nature of guarantees of the obligations described in clauses (i) through (iii) above of any other Person. "INDEMNIFIED PARTY" means any Person claiming indemnification under any provision of Article VII. "INDEMNIFYING PARTY" means any Person against whom a claim for indemnification is being asserted under any provision of Article VII. "INDEMNITY NOTICE" means written notification pursuant to Section 7.02(b) of a claim for indemnity under Article VII, specifying the nature of and basis for such claim, together with the amount or, if not then reasonably determinable, the estimated amount, determined in good faith, of the Loss arising from such claim. "INTELLECTUAL PROPERTY" of any Person means all patents and patent rights, trademarks and trademark rights, trade names and trade name rights, service marks and service mark rights, service names and service name rights, brand names, inventions, copyrights and copyright rights, know-how and all pending applications for and registrations of patents, trademarks, service marks and copyrights. "INVESTMENT ASSETS" of any Person means all debentures, notes and other evidences of Indebtedness, stocks, securities (including rights to purchase and securities convertible into or exchangeable for other securities), interests in joint ventures and general and limited partnerships, mortgage loans and other investment or portfolio assets owned of record or beneficially by such Person (other than trade receivables generated in the ordinary course of business of such Person). "INVESTOR" has the meaning ascribed to it in the forepart of this Agreement. "IPO" has the meaning ascribed to it in Section 4.02(c). "KNOWLEDGE" means a party's actual knowledge after due and diligent inquiries of officers, directors and other employees of such party reasonably believed to have knowledge of the matter in question. "LAWS" means, with respect to a Person, all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law of any -25- jurisdiction in which such Person conducts business or operations or of any Governmental or Regulatory Authority. "LIABILITIES" means all Indebtedness, obligations and other liabilities of a Person (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due). "LICENSES" means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted or issued by any Governmental or Regulatory Authority. "LIENS" means any mortgage, pledge, assessment, security interest, lease, lien, levy, charge or other encumbrance of any kind, or any conditional sale Contract, title retention Contract or other Contract to give any of the foregoing. "LOSS" means any and all damages, fines, penalties, deficiencies, losses and expenses (including without limitation interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, default or assessment). "MATERIAL ADVERSE EFFECT" means an effect of any change, circumstance, condition, development, effect, event, occurrence or state of facts that, individually or in the aggregate, is or has been, or would reasonably be expected to be, materially adverse to the Business or Condition of the Company, other than an effect of any change, circumstance, condition, development, effect, event, occurrence or state of facts relating to (i) economic, industry, or securities market conditions generally, (ii) any change in Laws or regulatory or political conditions affecting the solar energy industry generally, including any acts of war or terrorist activities, (iii) any change in GAAP, or (iv) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to compliance with the terms of this Agreement, or action taken, or failed to be taken, to which the Investor has consented in writing. "OPTION" with respect to any Person means any security, right, subscription, warrant, option, "phantom" stock right or other Contract that gives the right to (i) purchase or otherwise receive or be issued any shares of capital stock of such Person or any security of any kind convertible into or exchangeable or exercisable for any shares of capital stock of such Person or (ii) receive or exercise any benefits or rights similar to any rights enjoyed by or accruing to the holder of shares of capital stock of such Person, including any rights to participate in the equity or income of such Person or to participate in or direct the election of any directors or officers of such Person or the manner in which any shares of capital stock of such Person are voted. "ORDER" means any writ, judgment, decree, injunction or similar order of any Governmental or Regulatory Authority (in each such case whether preliminary or final). -26- "PERMITTED LIEN" means (i) statutory Liens for current Taxes not yet due and payable or Taxes being contested in good faith through appropriate proceedings, (ii) mechanics', carriers', workers', repairers' and other similar Liens imposed by Law arising or incurred in the ordinary course of business for obligations not yet due, (iii) in the case of leases of vehicles and other personal property, Liens which do not, individually or in the aggregate, materially impair the use of such leased equipment or other personal property, (iv) Liens incidental to the operation of the Business or the ownership by the Company or any Subsidiary of any of their Assets and Properties which were (x) not incurred in connection with the borrowing of money or the advance of credit and which do not materially detract from the value of the assets encumbered thereby or materially interfere with the use thereof, or (y) incurred prior to the date hereof, (v) in the case of Licenses or other rights to use the Company Intellectual Property, Liens or other restrictions arising from the terms thereof, and (vi) Liens on leases of real property arising from the provisions of such leases, including, in relation to leased real property, any agreements and/or conditions imposed on the issuance of land use permits, zoning, business licenses, use permits or other entitlements of various types issued by any Governmental or Regulatory Authority, necessary or beneficial to the continued use and occupancy of the Assets and Properties of the Company or any Subsidiary. "PERSON" means any natural person, corporation, limited liability company, general partnership, limited partnership, proprietorship, other business organization, trust, union, association or Governmental or Regulatory Authority. "PRC" means the People's Republic of China. "PURCHASE PRICE" has the meaning ascribed to it in Section 1.03. "REPRESENTATIVES" means, with respect to any Person, such Person's counsel, accountants, financial advisors, consultants and other representatives. "SERIES A PREFERRED SHARES" has the meaning ascribed to it in the forepart of this Agreement. "SHARES" has the meaning ascribed to it in Section 1.01. "SHARE CERTIFICATE" has the meaning ascribed to it in Section 1.04. "SUBSIDIARY" means any Person in which the Company, directly or indirectly, beneficially owns more than fifty percent (50%) of either the equity interests in, or the voting control of, such Person, including without limitation Tianwei Yingli. "TAXES" means any taxes, charges, fees, levies, other assessments, or withholding taxes or charges imposed by any Governmental or Regulatory Authority, and includes any interest and penalties on or additions to any such Taxes and any expenses incurred in connection with the determination, settlement or litigation of any Tax Liabilities. -27- "THIRD PARTY CLAIM" has the meaning ascribed to it in Section 7.02(a). "TIANWEI YINGLI" means Baoding Tianwei Yingli New Energy Resources Co., Ltd., a company with limited liability organized under the laws of the PRC. "TRANSACTION DOCUMENTS" means this Agreement and each of the agreements and documents set forth in Exhibit A attached hereto, including but not limited to a Shareholders Agreement (the "SHAREHOLDERS AGREEMENT") substantially in the form attached hereto as Exhibit B. "U.S. DOLLARS" or "US$" means the lawful currency of the United States of America. "YINGLI GROUP" has the meaning ascribed to it in Section 1.05. "YINGLI GROUP SHARE PURCHASE AGREEMENT" has the meaning ascribed to it in Section 1.05. SECTION 9.02. Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereunder" and derivative or similar words refer to this entire Agreement; (iv) the terms "Article" or "Section" refer to the specified Article or Section of this Agreement; and (v) the phrase "ordinary course of business" refers to the business of the Company consistent with past custom and practice. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. Any representation or warranty contained herein as to the enforceability of a Contract (including this Agreement) shall be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar Law affecting the enforcement of creditors' rights generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). ARTICLE X MISCELLANEOUS SECTION 10.01. Notices. All notices, requests and other communications hereunder must be in writing and shall be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the parties at the following addresses or facsimile numbers: -28- If to the Investor, to: Inspiration Partners Limited AZIA Center, Unit 2701B 1233 Lujiazui Ring Road Shanghai P.R.China 200120 Facsimile No.: +86 21 58767238 Attn: Shujun Li and Donglei Zhou with a copy to: Paul, Hastings, Janofsky & Walker 22/Fl Bank of China Tower 1 Garden Rd. Central, Hong Kong Facsimile No.: 852 3192 9731 Attn: Maurice Hoo, Esq. If to the Company, to: Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding, People's Republic of China Facsimile No.: +86 312 2151 881 Attn: Conghui Liu and Simpson Thacher & Bartlett LLP 7/F ICBC Tower 3 Garden Road Central, Hong Kong Facsimile No.: +852-2869-7694 Attn: Leiming Chen, Esq. All such notices, requests and other communications shall (a) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (b) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, and (c) if delivered by mail in the manner described above to the address as provided in this Section, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice, request or other communication is to be delivered pursuant to this Section). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto. -29- SECTION 10.02. Entire Agreement. This Agreement (including the Disclosure Schedule, as supplemented and amended from time to time pursuant to Section 6.03, the exhibits and annexes attached hereto) supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof. SECTION 10.03. Expenses. Except as otherwise expressly provided in this Agreement or in the Expense Side Letter, whether or not the transactions contemplated hereby are consummated, each party shall pay its own costs and expenses incurred in connection with the negotiation, execution and closing of this Agreement and the transactions contemplated hereby and thereby. SECTION 10.04. Public Announcements. At all times at or before the Closing, the Company and the Investor shall not issue or make any reports, statements or releases to the public with respect to this Agreement or the transactions contemplated hereby without the consent of the other, which consent shall not be unreasonably withheld or delayed. If either party is unable to obtain the approval of its public report, statement or release from the other party and such report, statement or release is, in the opinion of legal counsel to such party, required by Law in order to discharge such party's disclosure obligations, then such party may make or issue the legally required report, statement or release and promptly furnish the other party with a copy thereof. The Company and the Investor shall also obtain the other party's prior approval of any press release to be issued immediately following the Closing announcing the consummation of the transactions contemplated by this Agreement. SECTION 10.05. Waiver. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or otherwise afforded, shall be cumulative and not alternative. SECTION 10.06. Amendment. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each party hereto. SECTION 10.07. No Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third party beneficiary rights upon any other Person. SECTION 10.08. No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party -30- hereto without the prior written consent of the other party hereto and any attempt to do so shall be void, except that the Investor may assign any or all of its rights, interests and obligations hereunder to an Affiliate, provided that any such Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained herein, but no such assignment shall relieve the Investor of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and permitted assigns. SECTION 10.09. Enforcement of Agreement. Notwithstanding anything to the contrary in this Agreement, the parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that any of the provisions of this Agreement (including the failure by any party to take such actions as are required of it hereunder to consummate this Agreement) was not performed in accordance with its specified terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. SECTION 10.10. Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. SECTION 10.11. Governing Law; Dispute Resolution. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to a contract executed and performed in such jurisdiction, without giving effect to the conflicts of laws principles thereof. (b) Any controversy or claim arising out of or relating to this Agreement, or any breach of this Agreement, shall be initiated, maintained and finally determined by binding arbitration under the rules of conciliation and arbitration of the International Chamber of Commerce (the "ICC"); and the site of the arbitration, unless the parties agree otherwise, shall be in Hong Kong. The arbitral tribunal shall be appointed within thirty (30) days of the notice of dispute, and shall consist of three arbitrators, one of which shall be appointed by the Investor and one by the Company and the third by the Investor and the Company jointly; provided, however, that if the Investor and the Company shall be unable to select the third arbitrator within such thirty (30)-day period, such third arbitrator shall be chosen by the International Court of Arbitration of the ICC. Judgment upon any award rendered may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Any award pursuant to such proceeding shall be granted in U.S. Dollars. The fees and costs of the arbitration shall be shared equally by all disputing parties. The arbitrators shall award legal fees, disbursements and other expenses to the prevailing party for such amounts as determined by the arbitrators to be appropriate. -31- SECTION 10.12. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement shall not be materially and adversely affected thereby, (a) such provision shall be fully severable, (b) this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. SECTION 10.13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Signatures follow on the next page.] -32- IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by or on behalf of each party hereto as of the date first above written. INSPIRATION PARTNERS LIMITED By: /s/ Shujun Li --------------------------------------- Name: Shujun Li Title: Director YINGLI GREEN ENERGY HOLDING COMPANY LIMITED By: /s/ Liansheng Miao --------------------------------------- Name: Liansheng Miao Title: Chairman and Chief Executive Officer YINGLI POWER HOLDING COMPANY LTD. By: /s/ Liansheng Miao --------------------------------------- Name: Liansheng Miao Title: Director /s/ Liansheng Miao ------------------------------------------- Liansheng Miao EXHIBIT A LIST OF TRANSACTION DOCUMENTS Share Purchase Agreement, dated as of September 20, 2006, by and among Inspiration Partners Limited, Yingli Green Energy Holding Company Limited, Yingli Power Holding Company Ltd. and Mr. Liansheng Miao. Expense Side Letter, dated as of September 20, 2006, by and between Inspiration Partners Limited and Yingli Green Energy Holding Company Limited. Joint Venture Contract, dated August 25, 2006, by and between Baoding Tianwei Baobian Electric Co., Ltd. and Yingli Green Energy Holding Company Limited. Share Purchase Agreement, dated August 25, 2006, by and between Baoding Yingli Group, Co., Ltd. and Yingli Green Energy Holding Company Limited. EXHIBIT B SHAREHOLDERS AGREEMENT [SEPARATELY PROVIDED] EXHIBIT C AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION [SEPARATELY PROVIDED] EX-4.5 7 h00847exv4w5.txt EX-4.5 SERIES A PREFERRED SHAREHOLDERS AGREEMENT EXHIBIT 4.5 EXECUTION COPY SHAREHOLDERS AGREEMENT AMONG INSPIRATION PARTNERS LIMITED, YINGLI POWER HOLDING COMPANY LTD., LIANSHENG MIAO AND YINGLI GREEN ENERGY HOLDING COMPANY LIMITED DATED AS OF SEPTEMBER 20, 2006 Table of Contents SECTION 1. Certain Definitions............................................ 1 SECTION 2. Purchase Price Adjustment...................................... 5 2.1 The 2006 Adjustment............................................ 5 2.2 The 2007 Adjustment............................................ 5 2.3 Conversion..................................................... 6 SECTION 3. Financial Statements and Reports; Information and Inspection Rights; Confidentiality............................. 6 3.1 Financial Statements and Reports to Shareholders............... 6 3.2 Information and Inspection Rights.............................. 6 3.3 Confidentiality................................................ 7 SECTION 4. Corporate Governance........................................... 7 4.1 Board Composition.............................................. 7 4.2 Investor Representation at Subsidiaries........................ 8 4.3 Appointment of Chief Financial Officer......................... 8 4.4 Audit Committee................................................ 8 4.5 Compensation Committee......................................... 8 4.6 Meetings of the Board; Quorum; Telephonic Meetings............. 8 4.7 Action by Written Consent...................................... 8 4.8 Expenses....................................................... 9 4.9 Indemnification................................................ 9 4.10 Items Requiring Unanimous Consent.............................. 9 SECTION 5. Right of Participation......................................... 9 5.1 Right of Participation With Respect to New Securities.......... 9 5.2 Issuance Notice................................................ 9 5.3 Sale of New Securities......................................... 10 SECTION 6. Right of First Refusal; Co-Sale Right.......................... 10 6.1 Right of First Refusal......................................... 10 6.2 Co-Sale Right.................................................. 11 6.3 Sale by the Existing Shareholder............................... 12 6.4 No Adverse Effect.............................................. 12 6.5 Exempt Transfers............................................... 13 6.6 Prohibited Transfer............................................ 13 6.7 Restrictions on the Transfer by Holders of the Series A Preferred Shares............................................... 13 SECTION 7. Demand Registration............................................ 13 7.1 Request for Registration on Form Other Than Form F-3........... 13 7.2 Request for Registration on Form F-3........................... 14 7.3 Right of Deferral.............................................. 14 7.4 Registration of Other Securities in Demand Registration........ 15 7.5 Underwriting in Demand Registration............................ 16 7.6 Other Securities Laws in Demand Registration................... 17 7.7 Other Registration Rights...................................... 17 SECTION 8. Piggyback Registration......................................... 17 8.1 Notice of Piggyback Registration and Inclusion of Registrable Securities......................................... 17 8.2 Underwriting in Piggyback Registration......................... 18 SECTION 9. Expenses of Registration....................................... 19 SECTION 10. Termination of Registration Rights............................. 20 SECTION 11. Registration Procedures and Obligations........................ 20 SECTION 12. Information Furnished by Holder................................ 22 SECTION 13. Indemnification................................................ 22 13.1 Company's Indemnification of the Holders....................... 22 13.2 Holder's Indemnification of Company............................ 22 13.3 Condition to Indemnity......................................... 23 13.4 Indemnification Procedure...................................... 23 13.5 Contribution................................................... 24 13.6 Conflicts...................................................... 24 13.7 Survival of Obligations........................................ 24 SECTION 14. Lock-Up........................................................ 24 SECTION 15. No Action Letter or Opinion of Counsel in lieu of Registration................................................... 25 SECTION 16. Reports Under the Exchange Act................................. 25 SECTION 17. Transfer of Rights............................................. 26 SECTION 18. Legend; Stop Transfer Instructions............................. 26 18.1 Legend......................................................... 26 18.2 Stop Transfer Instructions..................................... 27 SECTION 19. Covenants...................................................... 27 SECTION 20. Conflict with Charter Documents................................ 29 SECTION 21. Miscellaneous.................................................. 29 21.1 Governing Law.................................................. 29 21.2 Dispute Resolution............................................. 29 21.3 Counterparts and Facsimile Execution........................... 30 21.4 Headings....................................................... 30 21.5 Notices........................................................ 30 21.6 Amendment of Agreement......................................... 31 21.7 Severability................................................... 31 21.8 Entire Agreement; Successors and Assigns....................... 31 21.9 Assignability.................................................. 31 21.10 Termination.................................................... 32 3 SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT, dated as of September 20, 2006 (the "AGREEMENT"), is entered into by and among Yingli Green Energy Holding Company Limited, an exempted company organized under the laws of the Cayman Islands (the "COMPANY"), Yingli Power Holding Company Ltd., an international business company incorporated under the laws of the British Virgin Islands (the "HOLDCO") and Mr. Liansheng Miao (together with the Holdco, collectively, the "EXISTING SHAREHOLDER"), and Inspiration Partners Limited, an international business company incorporated under the laws of the British Virgin Islands (the "INVESTOR", and together with the Existing Shareholder, the "SHAREHOLDERS", and together with the Existing Shareholder and the Company, the "PARTIES"). RECITALS WHEREAS: (A) The Investor and the Company have entered into a Series A Preferred Share Purchase Agreement as of even date herewith (the "PURCHASE AGREEMENT"); (B) In order to induce the Company to enter into the Purchase Agreement and to induce the Investor to invest funds in the Company pursuant to the Purchase Agreement, the Parties desire to set forth certain rights and obligations of the Existing Shareholders, the Investor and the Company as hereinafter provided; and (C) The respective obligation of the Company and the Investor to consummate the transactions contemplated in the Purchase Agreement is conditioned upon the execution and delivery by the Parties of this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties contained herein, the Parties agree as follows: SECTION 1. Certain Definitions. As used in this Agreement, the following terms have the following respective meanings: "2006 ACTUAL EARNINGS" has the meaning set forth in Section 2.1 of this Agreement. "2007 ACTUAL EARNINGS" has the meaning set forth in Section 2.2 of this Agreement. "AFFILIATE" means, in respect of a Person, any other Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person, including, without limitation, any general partner, officer or director of such Person and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company with such Person. "AGREEMENT" has the meaning set forth in the preamble to this Agreement. "BLUE SKY" means the statutes of any state of the United States of America regulating the sale of corporate securities within that state. "BOARD" means the Company's board of directors as constituted from time to time. "BUSINESS DAY" means any day other than Saturday, Sunday or any other day on which banks in Hong Kong or the People's Republic of China (the "PRC") are authorized or required by law to close. "COMMISSION" means the United States Securities and Exchange Commission, as constituted from time to time, or any successor agency charged with administering the Securities Act and/or the Exchange Act. "CONTROL" with respect to any third Person means the possession, directly or indirectly, of the power or the ability to direct or cause the direction of the management and affairs of such third Person whether, through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body of such third Person. "CONVERSION SHARES" has the meaning set forth in Section 3.2 of this Agreement. "CO-SALE RIGHT" has the meaning set forth in Section 6.2 of this Agreement. "DAMAGES" has the meaning set forth in Section 13.1 of this Agreement. "EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as from time to time in effect. "FORM F-3" means Form F-3 issued by the Commission or any substantially similar form then in effect. "GROUP" means the Company, the Operating Subsidiary and their respective subsidiaries from time to time, and "GROUP COMPANY" means, as applicable, each of the Company, the Operating Subsidiary, and their respective subsidiaries from time to time. "HOLDER" means any holder of outstanding Registrable Securities. "INITIATING HOLDERS" means Holders who in the aggregate hold at least thirty-three percent (33%) of the Registrable Securities. "ICC" has the meaning set forth in Section 21.2 of this Agreement. "INVESTOR" has the meaning set forth in the preamble of this Agreement. 2 "INVESTOR NOMINEE" has the meaning set forth in Section 4.1(a) of this Agreement. "ISSUANCE NOTICE" has the meaning set forth in Section 5.2 of this Agreement. "MAJORITY SERIES A PREFERRED SHAREHOLDERS" has the meaning set forth in Section 5.1 of this Agreement. "NEW SECURITIES" means any shares of the Company, whether now authorized or not, and any rights, options, or warrants to purchase shares of the Company, and securities of any type whatsoever that are, or may become, convertible into shares of the Company, provided that "New Securities" does not include: (a) the Series A Preferred Shares purchased under the Purchase Agreement; (b) Ordinary Shares issuable upon conversion of the Series A Preferred Shares; (c) securities offered to the public pursuant to a Registration Statement; (d) Ordinary Shares issuable pursuant to the exercise of warrants, rights or options, issued or issuable to officers, directors, and employees of, and consultants to, any Group Company pursuant to the Company's employee stock option plans, provided that the number of such Ordinary Shares shall not exceed that certain percentage of the Ordinary Shares Equivalent then outstanding (the "PRIMARY ESOP PERCENTAGE"), which percentage shall be determined prior to the Closing (as defined in the Purchase Agreement) in accordance with the terms of the Purchase Agreement; (e) shares issued without consideration pursuant to a stock dividend, stock split, or similar transaction; and (f) all Ordinary Shares or other securities hereafter issued in connection with or as consideration for acquisition or licensing of technology. "ORDINARY SHARES" means the Company's Ordinary Shares, par value US$0.01 per share. "ORDINARY SHARES EQUIVALENT" means, collectively, the issued and outstanding Ordinary Shares and the Ordinary Shares into which the issued and outstanding Series A Preferred Shares and other securities are convertible. "OPERATING SUBSIDIARY" means Baoding Tianwei Yingli New Energy Resources Co., Ltd., a company with limited liability organized under the laws of the PRC. "PERSON" shall mean any individual, sole proprietorship, partnership, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity, governmental or regulatory authority or other entity of any kind or nature. "PRIMARY ESOP PERCENTAGE" has the meaning set forth in subclause (d) of the definition of "New Securities" in this Section 1. "PRO RATA SHARE" means the ratio of: (a) the total number of Ordinary Shares Equivalent held by the Majority Series A Preferred Shareholders immediately before the proposed allotment and issue of New Securities to (b) the total number of Ordinary Shares Equivalent held by all shareholders of the Company immediately before the proposed allotment and issue of New Securities. 3 "QUALIFIED IPO" means the closing of the Company's first firm commitment, underwritten public offering of Ordinary Shares or shares representing Ordinary Shares in connection with which Ordinary Shares or shares representing Ordinary Shares are listed and become publicly traded on an internationally recognized securities exchange or the NASDAQ National Market, provided, however, that such listing shall result in net proceeds (after payment of the underwriters' discounts and commissions and the offering-related expenses) to the Company of at least US$50 million and (b) a total market capitalization of the Company of at least US$500 million. "REGISTER", "REGISTERED", and "REGISTRATION" means a registration of securities effected by preparing and filing a registration statement on Form F-1, S-1, SB-2, F-3 or S-3 in compliance with the Securities Act, or on any comparable form in connection with a registration in a jurisdiction other than the United States (collectively, a "REGISTRATION STATEMENT"), and the declaration or ordering of the effectiveness of that Registration Statement by the Commission. "REGISTRABLE SECURITIES" means (a) the Ordinary Shares issued or issuable upon conversion or exercise of any of the Series A Preferred Shares and (b) Ordinary Shares issued or issuable pursuant to stock splits, stock dividends and similar distributions to the Investor, or in exchange for or in replacement of the Ordinary Shares referred to clause (a) above, excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which its rights under Sections 7 or 8 hereof are not assigned or any shares for which registration rights have terminated pursuant to Section 10. "REGISTRATION EXPENSES" means all expenses incurred by the Company in complying with Section 7 or 8 of this Agreement, including, without limitation, all federal and state Registration, qualification, and filing fees, printing expenses, any fees, commissions, expenses and disbursements of underwriters customarily paid by similarly situated companies in connection with underwritten offerings of equity securities to the public, fees and disbursements of counsel for the Company and reasonable fees and disbursements of one special counsel for all Holders (if different from counsel to the Company), Blue Sky fees and expenses, and the expense of any special audits incident to or required by any Registration. "REGISTRATION STATEMENT" has the meaning set forth in the definition of "Registration," above. "RELATED PARTY" shall mean, with respect to any Person, (a) any Affiliate of such Person, (b) each Person that serves as a director, officer, partner, member, executor, or trustee of such Person (or in any other similar capacity), (c) any Person with respect to which such Person serves as a general partner or trustee (or in any other similar capacity), and (d) any Person that has direct or indirect beneficial ownership of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power or equity securities or other equity interests (a "MATERIAL INTEREST") in such Person. 4 "RIGHT OF FIRST REFUSAL" has the meaning set forth in Section 6.1 of this Agreement. "RIGHT OF PARTICIPATION" has the meaning set forth in Section 5.1 of this Agreement. "SECONDARY ESOP PERCENTAGE" has the meaning set forth in Section 6.5(a) of this Agreement. "SECURITIES ACT" means the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as from time to time in effect. "SELLING EXPENSES" means all underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement. "SERIES A PREFERRED SHARE" means a Series A preferred share in the capital of the Company, par value of US $0.01 each. "SHARE" means any Ordinary Share or a Series A Preferred Share, as the case may be. "STOCK" has the meaning set forth in Section 6.1 of this Agreement. "TRANSFER NOTICE" has the meaning set forth in Section 6.1 of this Agreement. "EXISTING SHAREHOLDERS" has the meaning set forth in Section 6.1 of this Agreement. "UNDERWRITERS' REPRESENTATIVE" has the meaning set forth in Section 7.5(a) of this Agreement. "US GAAP" means generally accepted accounting principles in the United States. SECTION 2. Purchase Price Adjustment. 2.1 The 2006 Adjustment. If the Operating Subsidiary's consolidated profit after taxes, excluding any non-recurring or extraordinary items, for the year ended December 31, 2006 (the "2006 ACTUAL EARNINGS"), as determined by the audited consolidated statements of income of the Operating Subsidiary for such year as prepared by a "big four" accounting firm in accordance with US GAAP, is less than US$35 million (or its RMB equivalent), the Existing Shareholder shall transfer to the Investor, for no consideration, such number of Ordinary Shares that the value of the Investor's ownership in the Company on a fully-diluted, as-converted basis, immediately following such transfer, shall be equal to the Investment Amount (as defined in the Purchase Agreement) divided by 51% of the product of the 2006 Actual Earnings times eight (8). 2.2 The 2007 Adjustment. If the Operating Subsidiary's consolidated profit after taxes, excluding any non-recurring or extraordinary items, for the year ended December 31, 5 2007 (the "2007 ACTUAL EARNINGS"), as determined by the audited consolidated statements of income of the Company for such year as prepared by a "big four" accounting firm in accordance with US GAAP, is less than 1.5 times the 2006 Actual Earnings, the Existing Shareholder shall transfer to the Investor, for no consideration, such number of Ordinary Shares that the value of the Investor's ownership in the Company on a fully-diluted, as-converted basis, immediately following such transfer, shall be equal to the Investment Amount (as defined in the Purchase Agreement) divided by 51% of the product of the 2007 Actual Earnings times 5.3. 2.3 Conversion. Within the fifteen (15) days of a transfer of shares under Section 2.1 or Section 2.2, the Existing Shareholder and the Company shall cause, as soon as reasonably practicable, any Ordinary Shares transferred pursuant to Section 2.1 or Section 2.2 hereof, as the case may be, to be converted into Series A Preferred Shares at the conversion ratio applicable to the date of such notice, as provided in the Company's Memorandum of Association. SECTION 3. Financial Statements and Reports; Information and Inspection Rights; Confidentiality 3.1 Financial Statements and Reports to Shareholders. (a) The Company shall keep true and accurate books of account and records in accordance with US GAAP, and make available to the each holder of Series A Preferred Shares (each, a "SERIES A SHAREHOLDER") in a form reasonably acceptable to the Series A Stockholders: (i) within thirty (30) days after the end of each month, an unaudited unconsolidated monthly income statement, balance sheet, and cash flow statement of the Operating Subsidiary; (ii) within one hundred twenty (120) days after the end of each fiscal year of the Company, an audited consolidated balance sheet of the Company (or, in the case of financial statements as of and for the year ended December 31, 2006, the Operating Subsidiary) as of the end of such year and audited consolidated statements of income and cash flow for such year, which year-end financial statements shall be prepared in accordance with US GAAP consistently applied and accompanied by an unqualified opinion of a "big four" firm of independent public accountants; (iii) at least thirty (30) days prior to the end of each fiscal year of the Group, the annual budget of the Group for the next fiscal year; and (iv) upon the written request by the Investor, any other information as the Investor shall reasonably request. (b) Notwithstanding anything in this Agreement to the contrary, the Company may cease providing the information set forth in this Section 3.1(a) during the period starting from the date sixty (60) days prior to the Company's good faith estimate of the effective date of, and ending on a date one hundred eighty (180) days after the effective date of, the Registration effecting the Company' initial public offering pursuant to a Registration Statement, provided that such estimated date of the Registration Statement is not postponed by more than ninety (90) days. 3.2 Information and Inspection Rights. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as the Investor, together with its Affiliates, holds any Series A Preferred Shares and/or Ordinary Shares issued upon the conversion of such Series A Preferred Shares in an amount not less than thirty-three percent 6 (33%) of the outstanding Series A Preferred Shares or Ordinary Shares issued upon the conversion of such Series A Preferred Shares (as the case may be) (the "CONVERSION SHARES"), (a) the Investor shall have standard inspection rights of the facilities, records and books of the Group, including without limitation, discussing the business, operations and conditions of the Group with its directors, officers, employees, accountants, legal counsel and investment bankers, provided that (i) such rights shall be exercised reasonably and at the Investor's expense and (ii) the Company shall not be obligated to provide information which it reasonably considers to be a trade secret or similar sensitive proprietary information relating to the management and operations of the Company or would adversely affect the attorney-client privilege between the Company and its counsel; and (b) the Company shall, as soon as reasonably practicable, notify the Investor of all matters which in the Company's reasonable opinion is reasonably expected to cause a material adverse change to the ability of the Company and its subsidiaries to conduct their respective businesses as now conducted or own, use or lease their respective assets and properties as now owned, used or leased. 3.3 Confidentiality. The Investor agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than to monitor its investment in the Company, any confidential information obtained from any Group Company pursuant to the terms of this Agreement, unless such confidential information (i) is known or becomes known to the public in general (other than as result of a breach of this Section 3.3) by the Investor), (ii) is or has been independently developed or conceived by the Investor without use of the Company's confidential information or (iii) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that the Investor may disclose confidential information (a) to its attorneys, accountants, consultants and other professionals to the necessary to obtain their services in connection with monitoring its investment in the Company, (b) to any prospective investor of any Registrable Securities from the Investor as long as such prospective investor agrees to be bound by the provisions of this Section 3.3, (c) to any Affiliate, partner, member, stockholder or wholly owned subsidiary of the Investor on a "need to know" basis, or (d) as may otherwise be required by law, provided that the Investor takes reasonable steps to minimize the extent of any such required disclosure. The Investor shall be liable for any breach of this Section 3.3 by any person set forth in clauses (a), (b) and (c) of the preceding sentence in this Section 3.3. SECTION 4. Corporate Governance. 4.1 Board Composition. (a) If and for so long as the Investor, together with its Affiliates, holds at least thirty-three percent (33%) of the Conversion Shares, the Investor shall be entitled to appoint, and to remove from office and replace one (1) person as director of the Company. The director of the Company appointed by the Investor pursuant to the foregoing provisions is herein referred to as the "INVESTOR NOMINEE." The Investor Nominee shall have the right to appoint alternates or proxies to attend any meeting of the Board and to vote on matters before the Board on the behalf 7 of the Investors. If the Investor, together with its Affiliates, ceases to hold at least thirty-three percent (33%) of the Conversion Shares, the Investor shall remove the Investor Nominee, or cause the Investor Nominee to resign, from the Board, in each case, immediately following the appointment by the Existing Shareholder of a replacement director therefor. (b) The Existing Shareholder agrees that, at each meeting of the shareholders of the Company called for the purpose of electing the members of the Board, it shall vote all of its shares in the Company to elect the Series A Director. 4.2 Investor Representation at Subsidiaries. Of the number of directors the Company is entitled to nominate, remove and replace in the Operating Subsidiary, the Investor shall be entitled to nominate, and to remove from office and replace one director of the Operating Subsidiary. 4.3 Appointment of Chief Financial Officer. Subject to the prior written consent of the Investor (which consent shall not be unreasonably withheld), within sixty (60) days following the date of this Agreement, the Company shall appoint the chief financial officer for employment with the Company on a full-time basis, which officer shall be knowledgeable with respect to the capital markets in the United States and shall be proficient in the English language. The Investor agrees to use its best efforts to identify qualified candidates for and facilitate the Company's timely appointment of a chief financial officer pursuant to this Section 4.3. 4.4 Audit Committee. The Company shall establish and maintain an Audit Committee, which shall include at least the Investor Nominee. 4.5 Compensation Committee. The Company shall establish and maintain a Compensation Committee. The Compensation Committee shall make recommendations to the full Board for such matters as management compensation, the Company's benefit plans, and matters relating to the Company's option plans, if any, which shall include at least the Investor Nominee. 4.6 Meetings of the Board; Quorum; Telephonic Meetings. The Board shall meet at least once every three calendar months. A quorum for any meeting of the Board shall consist of more than fifty percent (50%) of all the directors, at least one of which shall be the Investor Nominee. The quorum for any committee meeting of the Board shall consist of at least the Investor Nominee. The Directors may participate in a meeting of the Board by means of a conference telephone or other communication equipment through which all persons participating in such meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. 4.7 Action by Written Consent. Any action required or permitted to be taken by the Board, either at a meeting or otherwise, may be taken without a meeting if the Directors unanimously consent thereto in writing and the writing or writings are filed with the minutes of the meeting of the Board. 8 4.8 Expenses. The Company shall reimburse the Investor Nominee for all reasonable expenses incurred by the Investor Nominee relating to Board's activities, including but not limited to, expenses incurred to attend Board meetings. 4.9 Indemnification. The Company's Memorandum of Association shall provide for indemnification for the directors of the Company to the extent permissible under applicable law. The Company shall also purchase liability insurance for the Investor Nominee and other directors, on terms and conditions mutually acceptable to the Investor and the Company. 4.10 Items Requiring Unanimous Consent. The Company and the Existing Shareholder agree to procure that without the unanimous approval of the members of the Board, the Company shall not: (a) allot or issue any New Securities or permit the allotment or issuance of any equity securities of any Group Company; (b) declare or pay any dividend or make distribution on any shares of the Company or permit any Group Company to make any distribution on its equity; (c) effect a recapitalization, reclassification or reorganization of its shares or the shares or register capital of any Group Company; and (d) amend the Articles of Association or Memorandum of Association of the Company, or the constitutional documents of the Operating Subsidiary or any of its subsidiaries. 4.11 Governance of Subsidiaries. Each party hereto will use its commercially reasonable efforts to procure that the Operating Subsidiary and any other Group Company take actions only as directed or permitted by the Company's Board of Directors. SECTION 5. Right of Participation. 5.1 Right of Participation With Respect to New Securities. Subject to the provisions of Sections 5.2 and 5.3, the Company grants to each of the holders of Series A Preferred Shares then outstanding the right of participation (the "RIGHT OF PARTICIPATION") to purchase its Pro Rata Share of New Securities which the Company may, from time to time prior to the Qualified IPO, propose to allot and issue; provided that the Right of Participation, with respect to each such proposed allotment and issuance, is exercised by holders of Series A Preferred Shares representing at least 50% of the Series A Preferred Shares in the aggregate then outstanding (collectively, the "MAJORITY SERIES A PREFERRED SHAREHOLDERS", and each such shareholder, a "MAJORITY SERIES A PREFERRED SHAREHOLDER"). The Company shall offer to each of the Majority Series A Preferred Shareholders for subscription up to its Pro Rata Share of the New Securities on the same terms and at the same price at which the Company proposes to allot and issue the New Securities. 5.2 Issuance Notice. In the event the Company proposes to issue New Securities, it shall give the holders of Series A Preferred Shares then outstanding a written notice 9 (the "ISSUANCE NOTICE") of its intention, describing the type of New Securities, the price, the terms upon which the Company proposes to issue the same, an offer for subscription the aggregate number of New Securities that such holders are entitled to purchase pursuant to Section 5.1 of this Agreement, a statement that such holders shall have thirty (30) days from the date of receipt of the Issuance Notice to accept the offer for subscription under the Issuance Notice (the "ISSUANCE NOTICE PERIOD), and a statement that no such holder shall be entitled to exercise the Right of Participation unless the Majority Series A Preferred Shareholders elect to exercise the Right of Participation. If the Majority Series A Preferred Shareholders elect to exercise the Right of Participation within the Issuance Notice Period, each of the holders of the Series A Preferred Shares may elect to purchase up to its Pro Rata Share of the New Securities for the price and upon the terms specified in the Issuance Notice by (a) giving written notice to the Company within the Issuance Notice Period and (b) sending payment for its Pro Rata Share of New Securities to the Company. 5.3 Sale of New Securities. If the Majority Series A Preferred Shareholders fail to exercise the Right of Participation within the Issuance Notice Period, the Company shall have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered by the Issuance Notice shall be closed, if at all, within thirty (30) days after the date of such agreement) to allot and issue the New Securities, at a price and upon general terms no more favorable to the subscriber of the New Securities than specified in the Issuance Notice. If the number of New Securities which the Majority Series A Preferred Shareholders elect to subscribe in the aggregate is less the aggregate number of New Securities that the Series A Preferred Shareholders are entitled to purchase as stated in the Issuance Notice, the Company shall have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered by the Issuance Notice shall be closed, if at all, within thirty (30) days after the date of such agreement) to allot and issue up to such number of the New Securities as equal to the difference between the number of New Securities which the Majority Series A Preferred Shareholders elect to subscribe in the aggregate and the aggregate number of New Securities that the Series A Preferred Shareholders are entitled to purchase as stated in the Issuance Notice, at a price and upon general terms no more favorable to the subscriber of the New Securities than specified in the Issuance Notice. In the event the Company has not allotted and issued the New Securities within this ninety (90) day period, the Company shall not thereafter allot or issue any New Securities without first offering the New Securities to holders of Series A Preferred Shares in the manner provided above. SECTION 6. Right of First Refusal; Co-Sale Right. 6.1 Right of First Refusal. (a) Subject to the provisions of this Section 6.1 and Sections 6.5 and 6.7 of this Agreement, if the Existing Shareholder proposes to sell or otherwise transfer, directly or indirectly ("TRANSFER"), any interest in any Ordinary Shares or other voting securities of the Company now owned or subsequently acquired by the Existing Shareholder (the "STOCK"), then each of the holders of the Series A Preferred Shares shall have a right of first refusal (the "RIGHT OF FIRST REFUSAL") to purchase the Stock proposed to be Transferred; provided that the Right of Participation, with respect each such Transfer, is exercised by the Majority Series A Shareholders. 10 (b) The Existing Shareholder shall give a written notice (the "TRANSFER NOTICE") to each of the holders of the Series A Preferred Shares describing fully the proposed Transfer, including the number of shares proposed to be Transferred, the proposed Transfer price, the name and address of the proposed Transferee and a statement that no such holder shall be entitled to exercise the Right of First Refusal unless the Majority Series A Shareholders elect to exercise the Right of First Refusal. The Transfer Notice shall be accompanied by a written certification by the Existing Shareholder that the proposed transferee is a bona fide purchaser and the Transfer Notice constitutes a binding commitment of the Existing Shareholder and the proposed transferee, with or without conditions, for the Transfer of that Stock subject to the Right of First Refusal of the Majority Series A Shareholders. (c) The holders of Series A Preferred Shares shall then have the right to purchase up to all of the Stock subject to the Transfer Notice at a price per share equal to the proposed per share transfer price, by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to such holders; provided that the Majority Series A Preferred Shareholders exercise such right. 6.2 Co-Sale Right. (a) General. If the Existing Shareholder proposes to Transfer any Stock or any interest therein to any person or entity, each of the holders of Series A Preferred Shares shall have the right, exercisable upon written notice to the Existing Shareholder within thirty (30) days after the date the Transfer Notice is delivered to such holder, to participate in such sale of Stock on substantially the same terms and conditions applicable to the Existing Shareholder (the "CO-SALE RIGHT"); provided, however, that (i) the Co-Sale Right, with respect to each such Transfer, is exercised by the Majority Series A Shareholders, and (ii) the Co-Sale Right shall not apply to any Transfer of Stock to the Majority Series A Shareholders pursuant to the exercise of the Right of First Refusal under Section 6.1. Notice of exercise of the Co-Sale Right shall indicate the number of shares of Stock each holder of Series A Preferred Shares wishes to Transfer under the Co-Sale Right and include an acknowledgment that the Co-Sale Right may not be exercised by such holder unless the Majority Series A Shareholders elect to exercise the Co-Sale Right. If the Majority Series A Preferred Shareholders elect to exercise the Co-Sale Right, the holders of Series A Preferred Shares may Transfer in the aggregate up to the number of shares of Stock equal to the product obtained by multiplying the aggregate number of shares of the Stock proposed to be Transferred as set out in the Transfer Notice by a fraction, the numerator of which is the number of Stock held in the aggregate by such Majority Series A Preferred Shareholders immediately before the Transfer and the denominator of which is the total number of shares of Stock held, in the aggregate, by the Existing Shareholder and such Majority Series A Preferred Shareholders immediately before the Transfer. If the Majority Series A Preferred Shareholders exercise their Co-Sale Right in accordance with the terms and conditions set forth in this Section 6.2, the Existing Shareholder may only Transfer its shares of Stock if the proposed transferee completes the purchase of the shares which such Majority Series A Preferred Shareholders seek to sell pursuant to the exercise of the Co-Sale Right. (b) Delivery of Certificates. The Majority Series A Preferred Shareholders shall effect their participation in the Transfer under this Section 6.2 by, promptly or no later than fifteen (15) days after the exercise of such Majority Series A Preferred Shareholders of the Co- 11 Sale Right, delivering to the Existing Shareholder for Transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the type and number of shares of Stock which such Majority Series A Preferred Shareholders elect to Transfer; provided, however, that if the prospective purchaser objects to the delivery of Series A Preferred Shares in lieu of Ordinary Shares, such Majority Series A Preferred Shareholders shall first convert the Series A Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in this Section 6.2. The Company agrees to make any such conversion concurrent with and contingent upon the actual Transfer of such shares to the prospective purchaser. (c) Sales Proceeds. The stock certificate or certificates that the Majority Series A Preferred Shareholders deliver to the Existing Shareholder pursuant to Section 6.2(a) shall be transferred to the prospective purchaser in consummation of the sale of the Stock pursuant to substantially the same terms and conditions as specified in the Transfer Notice, and the Existing Shareholder shall upon receiving the same from the prospective purchaser concurrently remit to each of such Majority Series A Preferred Shareholders on a prorated basis that portion of the sale proceeds to which such Majority Series A Preferred Shareholder is entitled by reason of its participation in the Transfer. To the extent that any prospective purchaser or purchasers prohibits assignment or otherwise refuses to purchase shares or other securities from such Majority Series A Preferred Shareholders, the Existing Shareholder shall not Transfer to the prospective purchaser or purchasers any Stock unless and until, simultaneously with the sale, the Existing Shareholder purchases those shares or other securities from such Majority Series A Preferred Shareholders. (d) Purchase and Sales Agreement. The terms and conditions of any sale pursuant to this Section 6.2 shall be memorialized in, and governed by, a written purchase and sales agreement with customary terms and provisions for such a transaction; provided that no Majority Series A Preferred Shareholder shall be required to give any representations or warranties other than those reasonably requested relating to its title in and ownership of the shares and information relating to such Majority Series A Preferred Shareholder in connection with complying with the relevant exemptions of the Securities Act. 6.3 Sale by the Existing Shareholder. Subject to Section 6.6, if and to the extent that the Majority Series A Preferred Shareholders do not exercise its Right of First Refusal or Co-Sale Right with respect to the sale of the Stock subject to the Transfer Notice within the relevant prescribed period, the Existing Shareholder may, not later than ninety (90) days following delivery to such Majority Series A Preferred Shareholders of the Transfer Notice, conclude a bona fide Transfer of all of the Stock covered by the Transfer Notice on terms and conditions not more favorable to the transferee or transferor than those described in the Transfer Notice. Any proposed Transfer on terms and conditions more favorable than those described in the Transfer Notice, as well as any subsequent proposed transfer of any Stock by the Existing Shareholder, shall again be subject to the Majority Series A Preferred Shareholders' Right of First Refusal and Co-Sale Right and shall require compliance by the Existing Shareholder with the procedures described in this Section 6. 6.4 No Adverse Effect. The exercise or non-exercise by the Majority Series A Preferred Shareholders of the Right of First Refusal or the Co-Sale Right shall not adversely 12 affect their rights to participate in subsequent transfers of Stock by the Existing Shareholder subject to the provisions of this Section 6. 6.5 Exempt Transfers. (a) Notwithstanding the foregoing, the Right of Refusal and the Co-Sale Right shall not apply to (i) any transfer or transfers of Stock by the Existing Shareholder to its Affiliates and (ii) the grant or sale by the Existing Shareholder of up to a certain percentage of the Ordinary Shares (the "SECONDARY ESOP PERCENTAGE") (which percentage shall be determined prior to the Closing (as defined in the Purchase Agreement) in accordance with the terms of the Purchase Agreement) to the Company's employees, provided that such employee transferee shall agree to the same transfer restrictions set out in this Section 6. (b) Notwithstanding the foregoing, the Right of First Refusal or the Co-Sale Right shall not apply to the sale of any Stock to the public pursuant to a Registration Statement filed with, and declared effective by, the Commission under the Securities Act (or with respect to a Registration in a jurisdiction other than the United States, with or by an equivalent agency under applicable law in such jurisdiction). 6.6 Prohibited Transfer. No sale of the Stock to a transferee under Section 6.5 shall be effective if a purpose or effect of such transfer shall have been to circumvent the provisions in Sections 6.1 and 6.2. Each Shareholder shall remain responsible for the performance of this Agreement by each transferee of such Shareholder to whom the Stock is transferred. If any Affiliate of any Shareholder to whom the Stock is transferred pursuant to Section 6.5 ceases to be an Affiliate of such Shareholder from whom it acquired such Stock pursuant to such provision, such Person shall re-convey such Stock to such transferring Shareholder as soon as reasonably practicable after such Person knows of its upcoming change of status immediately prior thereto. If such change of status is not known until after its occurrence, the former Affiliate shall make such transfer to such transferring Shareholder as soon as practicable after the former Affiliate receives notice thereof. 6.7 Restrictions on the Transfer by Holders of the Series A Preferred Shares. Any Series A Preferred Shares, or any classes of shares of the Company, held by the Investor are freely transferable, subject to restrictions under applicable laws, provided, however, that (i) the Investor shall give advance written notice to the Company with respect to a proposed transfer of such shares; (ii) the Investor shall not transfer such shares to any Person whose principal business is in direct competition with the principal business of the Company at the time of such transfer, and (iii) for a period of one year (1) following the date of this Agreement, the Investor (or its Affiliates) shall not transfer shares of the Company representing, on an aggregated basis, more than 50% of the Series A Preferred Shares (as determined on a fully-converted basis) to a Person other than Affiliates of the Investor without the prior written consent of the Company, which consent shall not be unreasonably withheld. SECTION 7. Demand Registration. 7.1 Request for Registration on Form Other Than Form F-3. Subject to the terms of this Agreement, in the event that the Company receives from the Initiating Holders at 13 any time six (6) months after the closing of the Company's initial public offering of Ordinary Shares under a Registration Statement (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a Registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities, or a Registration in which the only Ordinary Shares issuable upon conversion of debt securities that are also being Registered), a written request that the Company effect any Registration with respect to Registrable Securities on a form other than Form F-3 for an offering of the then outstanding Registrable Securities, the Company shall (i) within ten (10) days of the receipt thereof, give written notice of the proposed Registration to all other Holders, and (ii) as soon as practicable, use commercially reasonable efforts to effect the Registration of the Registrable Securities specified in the request, together with any Registrable Securities of any Holder as are specified in a written request from such Holder given within twenty (20) days after written notice from the Company. The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 7.1 after the Company has effected three (3) Registrations pursuant to this Section 7.1 and each Registration has been declared effective. The substantive provisions of Section 7.5 shall be applicable to the Registration initiated under this Section 7.1. 7.2 Request for Registration on Form F-3. If the Initiating Holders request that the Company file a Registration Statement on Form F-3 (or any successor form to Form F-3, or any comparable form for a Registration in a jurisdiction other than the United States) for a public offering, of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of Selling Expenses, would not be less than US$5,000,000, and the Company is a registrant entitled to use Form F-3 or comparable form to Register the Registrable Securities for an offering, the Company shall use commercially reasonable efforts to cause those Registrable Securities to be Registered for the offering on that form and to cause those Registrable Securities to be qualified in jurisdictions as the Holder or Holders may reasonably request. The Company shall not be required to effect more than one Registration pursuant to this Section 7.2 in any twelve (12) month period. The substantive provisions of Section 7.5 shall be applicable to each Registration initiated under this Section 7.2. 7.3 Right of Deferral. Notwithstanding anything in this Section 7 to the contrary, the Company shall not be obligated to file a Registration Statement pursuant to this Section 7: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting that Registration, qualification, or compliance, unless the Company is already subject to service in that jurisdiction and except as may be required by the Securities Act or other applicable law in a jurisdiction other than the United States in which the Registration is being effected; (b) if the Company, within fifteen (15) days of the receipt of the request of any Initiating Holder(s), gives notice of its bona fide intention to effect the filing of a Registration Statement with the Commission or comparable regulatory agency for a Registration in a jurisdiction other than the United States (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the 14 Group Companies pursuant to a stock option, stock purchase or similar plan, a registration relating to a corporate reorganization, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Ordinary Shares being registered is Ordinary Shares issuable upon conversion of debt securities that are also being registered), then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Holders requesting Registration pursuant to Section 7.1 or Section 7.2, provided that the Company may not utilize this right more than once in every twelve (12) month period and that the Company shall not Register any other shares during such twelve (12) month period. Any Registration of Registrable Securities as a result of such efforts shall be deemed to have been initiated by the Company, not by the Initiating Holders under Section 7.1, and the original request by the Initiating Holders to Register Registrable Securities shall instead be deemed a request to include the Registrable Securities specified in the request in such Registration under Section 8; (c) within one hundred eighty (180) days immediately following the effective date of any Registration Statement pertaining to the securities of the Company (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a Registration relating to a corporate reorganization, a Registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities, or a Registration in which the only Ordinary Shares being Registered is Ordinary Shares issuable upon conversion of debt securities that are also being Registered); or (d) if the Company furnishes to those Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its shareholders for a Registration Statement to be filed in the near future. Then the Company's obligation to use its commercially reasonable efforts to file a Registration Statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file the Registration by that Holder provided that the Company shall not exercise the right contained in this Section 7.3(d) more than once in any twelve (12) month period and provided further, that during such one hundred twenty (120) day period the Company shall not file a Registration Statement with respect to the public offering of securities of the Company (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a Registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities, or a Registration in which the only Ordinary Shares issuable upon conversion of debt securities that are also being Registered). 7.4 Registration of Other Securities in Demand Registration. Any Registration Statement filed pursuant to the request of any Holder under this Section 7 may, 15 subject to the provisions of Section 7.5, include Ordinary Shares of the Company other than Registrable Securities. 7.5 Underwriting in Demand Registration. (a) Notice of Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 7, and the Company shall include that information in the written notice referred to in Section 7.1 or 7.2 of this Agreement. In such event, the right of any Holder to Registration pursuant to this Section 7 shall be conditioned upon such Holder's agreement to participate in the underwriting arrangement required by this Section 7.5, and the inclusion of that Holder's Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through the underwriting) enter into an underwriting agreement with the representative (the "UNDERWRITERS' REPRESENTATIVE") of the underwriter or underwriters selected for the underwriting by the Company and reasonably acceptable to Holders of a majority of the Registrable Securities that are being proposed to be distributed through such underwriting. (b) Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Ordinary Shares other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion of such Ordinary Shares or other securities in the Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of that Registration, may, in their reasonable discretion, on behalf of all Holders, offer to any or all of the Company, those officers or directors, and the holders of securities other than Registrable Securities that such Ordinary Shares or other securities be included in the underwriting and may condition that offer on the acceptance by those persons of the terms of this Section 7. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, the Registration shall be treated as governed by Section 8 of this Agreement rather than this Section 7, and it shall not count as a Registration for purposes of this Section 7. (c) Marketing Limitation in Demand Registration. Notwithstanding anything in this Section 7 to the contrary, if the Underwriters' Representative advises the Initiating Holders in writing that marketing factors (including, without limitation, the aggregate number of Ordinary Shares requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in that Registration held by such Holders at the time of filing the Registration Statement; provided that securities described in Section 7.5(b) shall first be excluded from such Registration, and that at least twenty-five percent (25%) of the Registrable Securities requested by the Initiating Holders to be included in such Registration and underwriting shall be so included. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 7.5(d) shall be included in 16 such Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company and the Underwriters' Representative may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. (d) Right of Withdrawal in Demand Registration. If any Holder of Registrable Securities, or a holder of other securities entitled (upon request) to be included in such Registration, disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the Underwriter's Representative, and the Initiating Holders delivered at least seven (7) Business Days prior to the effective date of the Registration Statement. The securities so withdrawn shall also be withdrawn from the Registration Statement, and such securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such Registration, or such other period of time as the underwriters may require. 7.6 Other Securities Laws in Demand Registration. In the event of any Registration pursuant to this Section 7, the Company shall exercise its commercially reasonable endeavors to Register and qualify the securities covered by the Registration Statement under the securities laws of any other jurisdictions in the United States as shall be reasonably appropriate for the distribution of the securities; provided, however, that: (a) the Company shall not be required to do business or to file a general consent to service of process in any such state or jurisdiction; and (b) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling shareholders, the expenses shall be payable pro rata by the selling shareholders. 7.7 Other Registration Rights. The Company and the Existing Shareholder hereby jointly and severally (i) represent and warrant to the Series A Preferred Shareholders that the Company has not granted any rights to any shareholder or other person with respect to the Registration of securities of the Company and (ii) covenant that the Company will not, and the Existing Shareholder will not permit the Company to, grant any such rights to any Person without the prior written consent of Holders holding at least a majority of the Registrable Securities. SECTION 8. Piggyback Registration. 8.1 Notice of Piggyback Registration and Inclusion of Registrable Securities. Subject to the terms of this Agreement, if the Company decides to Register any of its Ordinary Shares (either for its own account or the account of a security holder or holders exercising their respective demand registration rights (other than Holders exercising their demand rights pursuant to Section 7 of this Agreement)) (other than a Registration relating solely to the sale of securities to participants in a Company stock plan, a Registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a Registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a Registration in which the only Ordinary Shares being registered is Ordinary Shares issuable upon conversion of debt securities that are also being Registered), the Company shall: (a) promptly give each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to 17 qualify those securities under the applicable Blue Sky or other securities laws); and (b) include in that Registration (and any related qualification under Blue Sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request delivered to the Company by any Holder within twenty (20) days after delivery of the written notice from the Company. The Company shall have the right to terminate or withdraw any Registration initiated by it under this Section 8 prior to the effectiveness of such Registration whether or not any Holder has elected to include securities in such Registration. 8.2 Underwriting in Piggyback Registration. (a) Notice of Underwriting in Piggyback Registration. If the Registration of which the Company gives notice is for a Registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 8.1. In such event, the right of any Holder to Registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in such underwriting to the extent provided in this Section 8. All Holders proposing to distribute their securities through the underwriting shall (together with the Company and any other holders distributing their securities through the underwriting) enter into an underwriting agreement with the Underwriter's Representative for such offering. The Holders shall have no right to participate in the selection of the underwriters for an offering pursuant to this Section 8. (b) Marketing Limitation in Piggyback Registration. Notwithstanding anything in this Section 8 to the contrary, if the Underwriter's Representative advises the Holders seeking Registration of Registrable Securities pursuant to this Section 8 in writing that marketing factors (including, without limitation, the aggregate number of Ordinary Shares requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the Underwriters' Representative (subject to the allocation priority set forth in Section 8.2(c)) may: (i) in the case of the Company's initial public offering pursuant to a Registration Statement, exclude some or all Registrable Securities from the Registration and underwriting; and (ii) in the case of any Registered public offering subsequent to the initial public offering, limit the number of shares of Registrable Securities to be included in the Registration and underwriting, to not less than thirty-five percent (35%) of the Registrable Securities requested to be included in the Registration. (c) Allocation of Shares in Piggyback Registration. If the Underwriter's Representative limits the number of shares to be included in a Registration pursuant to Section 8.2(b), the number of shares to be included in the Registration shall be allocated among all other Holders and other holders of securities (other than Registrable Securities) requesting and legally entitled to include securities in that Registration, in the following order of priority: (i) first, to the Company, to the extent it is offering shares for its own account; and 18 (ii) next, to Holders requesting inclusion of Registrable Securities in the offering, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities), which such Holders would otherwise be entitled to include in the Registration; and (iii) next, to the other holders requesting inclusion of such securities (other than Registrable Securities) in the offering, in proportion, as nearly as practicable to the respective amounts of securities which such other holders would otherwise be entitled to include in the Registration. For any Registration subsequent to an initial public offering, the number of Registrable Securities that may be included in the Registration and underwriting under Section 8.2(b)(ii) shall not be reduced to less than thirty-five percent (35%) of the aggregate Registrable Securities requested to be included in the Registration without the prior consent of at least a majority of the Holders who have requested their Registrable Securities be included in the Registration and underwriting. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 8.2(c) shall be included in the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company and the Underwriters' Representative may round the number of shares allocated to any Holder to the nearest 100 shares. (d) Withdrawal in Piggyback Registration. If any Holder disapproves of the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the Underwriter's Representative delivered at least seven days prior to the effective date of the Registration Statement. Any Registrable Securities or other securities excluded or withdrawn from the underwriting shall be withdrawn from the Registration. SECTION 9. Expenses of Registration. All Registration Expenses reasonably incurred in connection with up to three (3) Registrations pursuant to Section 7.1 and unlimited Registrations pursuant to Sections 8.2 and 9 shall be borne by the Company. All Registration Expenses incurred in connection with any other Registration, qualification or compliance shall be apportioned among the Holders, and other holders, including the Company, of the securities so Registered on the basis of the number of shares Registered. Notwithstanding the above, the Company shall not be required to pay for any expenses of any Registration proceeding commenced pursuant to Section 7 if the Registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be Registered (which Holders shall bear those expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) corresponding Registration pursuant to Section 7; provided, however, that if at the time of such withdrawal, such Holders have learned of a material adverse change in the condition, business, or prospects of the Company not known to such Holders at the time of their request for such Registration, and have withdrawn their request for Registration with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any such expenses and such Registration shall not constitute the use of a Registration under Section 7. All Selling Expenses shall be borne by the holders of the securities Registered pro rata on the basis of the number of shares Registered. 19 SECTION 10. Termination of Registration Rights. The rights of any Holder to cause the Company to Register securities granted under Sections 7 and 8 and to receive notices pursuant to Section 8 of this Agreement shall terminate on the earlier of: (a) the date five (5) years a Qualified IPO; (b) with respect to such Holder, after a Qualified IPO or the Company's initial public offering of securities pursuant to a Registration Statement, if following such Qualified IPO or initial public offering, such Holder, together with its Affiliates, holds less than one percent (1%) of the outstanding Ordinary Shares, (c) with respect to such Holder, when such Holder is eligible to sell all of the Registrable Securities held by it (together with any Affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) either (i) under Rule 144 within any ninety (90) day period without volume limitations or (ii) under Rule 144(k), or (d) with respect to such Holder's right with respect to Registration of Registrable Securities in any jurisdiction other than the United States, when that Holder is eligible to sell all of its Registrable Securities under a provision of that jurisdiction's securities laws comparable to Rule 144 or 144(k). SECTION 11. Registration Procedures and Obligations. Whenever required under this Agreement to effect the Registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the Commission (or comparable regulatory agency with respect to a Registration in a jurisdiction other than the United States) a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause that Registration Statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities Registered thereunder, keep the Registration Statement effective for up to ninety (90) days, or if earlier, until the distribution contemplated by the Registration has been completed. (b) Prepare and file with the Commission (or comparable regulatory agency for a Registration in a jurisdiction other than the United States), such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act (or, with respect to a Registration in a jurisdiction other than the United States, other applicable law in a jurisdiction other than the United States) with respect to the disposition of all securities covered by such Registration Statement; (c) Furnish to the Holders the number of copies of a prospectus, including a preliminary prospectus, required by the Securities Act (or, with respect to a Registration in a jurisdiction other than the United States, other applicable law in a jurisdiction other than the United States), and such other documents as the underwriters may reasonably request in order to facilitate the disposition of such Registrable Securities; (d) Otherwise use its commercially reasonable efforts to comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to the securities holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months after the effective date of such Registration Statement, which earnings statement shall satisfy 20 Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158; (e) Use its commercially reasonable efforts to Register and qualify the securities covered by the Registration Statement under the securities or Blue Sky laws of any other jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required to qualify to do business or file a general consent to service of process in any such states or jurisdictions, and provided further that if any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling shareholders, such expenses shall be payable pro rata by selling shareholders; (f) Appoint a qualified independent underwriter, if necessary under the circumstances or if reasonably requested by the Holders of more than fifty percent (50%) of the Registrable Securities in any Registration made pursuant to the terms hereof; (g) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering, provided that each Holder participating in the underwriting shall also enter into and perform its obligations under such an agreement; (h) Notify each Holder of Registrable Securities covered by the Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (i) Provide a transfer agent and registrar for all Registrable Securities Registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such Registration; (j) Use its commercially reasonable efforts to furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that Registrable Securities are delivered to the underwriters for sale in connection with a Registration pursuant to this Agreement, (i) an opinion, dated the date of the sale, of the counsel representing the Company for the purposes of such Registration, in form and substance as is customarily given to underwriters in an underwritten public offering, and (ii) a "comfort" letter dated the date of the sale, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any; and (k) Use its commercially reasonable efforts to list the Registrable Securities on the primary exchange upon which similar securities issued by the Company are then traded. 21 SECTION 12. Information Furnished by Holder. It shall be a condition precedent of the Company's obligations under this Agreement that each Holder of Registrable Securities included in any Registration furnish to the Company information regarding such Holder, the Registrable Securities held by it and the distribution of such Registrable Securities proposed by such Holder as the Company may reasonably request. SECTION 13. Indemnification. 13.1 Company's Indemnification of the Holders. In the event any Registrable Securities are included in a Registration Statement under this Agreement, to the extent permitted by law, the Company shall indemnify each Holder, each of its officers, directors, partners and legal counsel, and each person controlling such Holder, with respect to which Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls such underwriter within the meaning of Section 15 of the Securities Act against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, "DAMAGES") arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any Registration, qualification, or compliance, and the Company shall reimburse each such Holder, its directors, partners, legal counsel and independent accountant, each such underwriter, and each such person who controls such Holder or any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 13.1 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any case to the extent that any Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by a Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company. 13.2 Holder's Indemnification of Company. In the event any Registrable Securities are included in a Registration Statement under this Agreement, to the extent permitted by law, each Holder shall, if Registrable Securities held by that Holder are included in the securities as to which Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by the Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering 22 circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to such Holder and relating to action or inaction required of such Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, such other Holders, directors, officers, partners, persons, law firms and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that the untrue statement (or alleged untrue statement) or omission (or alleged omission) or violation is made in that Registration Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company, provided, however, that the indemnity contained in this Section 13.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that such Holder's liability under this Section 13.2 shall not exceed the Holder's proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with such Registration, except in the case of fraud or willful misconduct by such Holder. The obligations of the Holders under this Section 13.2 shall be several, and not joint and several, among the Holders whose Registrable Securities are included in the Registration. 13.3 Condition to Indemnity. The foregoing indemnity agreements of the Company and the Holders are subject to the condition that, insofar as they relate to any violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the Registration Statement in question becomes effective or the amended prospectus filed with the Commission pursuant to Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus was furnished to the indemnified party and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act. 13.4 Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 13 of notice of the commencement of any action, the indemnified party shall, if a claim is to be made against an indemnifying party under this Section 13, notify the indemnifying party in writing of the commencement thereof and generally summarize the action. The indemnifying party shall have the right to participate in and to assume the defense of that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of the claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of the action, suit, or proceeding by reason of recognized claims for indemnity under this Section 13, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by counsel to be necessary to protect the interests of 23 such party. The failure to notify an indemnifying party promptly of the commencement of any action, if prejudicial to the ability of the indemnifying party to defend the action, shall relieve the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 13, but the omission to notify the indemnifying party shall not relieve the party of any liability that the party may otherwise have to any indemnified party otherwise under this Section 13. 13.5 Contribution. If the indemnification provided for in this Section 13 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any Damages, then the indemnifying party, in lieu of indemnifying the indemnified party hereunder, shall contribute to the amount paid or payable by the indemnified party as a result of those Damages in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements or omissions that resulted in Damages as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying or the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent the statement or omission. No Holder will be required to contribute any amount in excess of the net proceeds received from the sale of all such Registrable Securities offered and sold by such Holder pursuant to such Registration Statement, except in the case of fraud or willful misconduct by such Holder; and no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. 13.6 Conflicts. Notwithstanding the foregoing, to the extent that provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; provided however, that the provision in any such underwriting agreement pertaining to indemnification and contribution will be (i) substantially similar to those contained herein, or (ii) typical of such provisions found in underwriting agreements of companies similarly situated to the Company. 13.7 Survival of Obligations. The obligations of the Company and Holders under this Section 13 shall survive the completion of any offering of Registrable Securities in a Registration Statement under this Agreement or otherwise. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which admits fault on behalf of the indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim or litigation. SECTION 14. Lock-Up. Each Holder hereby agrees that, if requested by the Company or the Underwriter's Representative (if any) in connection with the Company's initial public offering, such Holder shall not sell, contract to sell, make any short sale of, loan, grant any option for the purchase of, pledge, charge or otherwise transfer or dispose of any Registrable 24 Securities or other securities of the Company without the prior written consent of the Company or the Underwriter's Representative, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) following the effective date of a Registration Statement of the Company filed under the Securities Act (or other applicable law in a jurisdiction other than the United States in which a Registration occurred) as may be requested by the Underwriter's Representative or pursuant to any regulations or rules of the stock exchange on which shares of the Company are listed. The obligations of Holders under this Section 14 shall be conditioned upon similar agreements being in effect with each other shareholder who is an officer, director, or five percent (5%) shareholder of the Company. The Company shall not release any of the shareholders who is an officer, director, or five percent (5%) shareholder of the Company from the lock-up without first releasing the Holders. SECTION 15. No Action Letter. Notwithstanding anything else in this Agreement, if: (a) the Company obtains from the Commission (or comparable regulatory agency in case of Registration in a jurisdiction other than the United States) a "no-action" letter in which the Commission or such comparable regulatory agency has indicated that it will take no action if, without Registration under the Securities Act or comparable law, any Holder disposes of Registrable Securities covered by any request for Registration made under Section 7 of this Agreement in the specific manner in which the Holder proposes to dispose of Registrable Securities included in that request (such as including, without limitation, inclusion of the Registrable Securities in an underwriting initiated by either the Company or the Holders) and that the Registrable Securities may be sold to the public without Registration in accordance with an established procedure or Rule-based "safe harbor" without unreasonable legal risk or uncertainty, then the Registrable Securities included in the request shall not be eligible for Registration under this Agreement. Any Registrable Securities not so disposed of shall be eligible for Registration in accordance with the terms of this Agreement with respect to other proposed dispositions to which this Section 15 does not apply. The Registration rights of the Holders of Registrable Securities set forth in this Agreement are conditioned upon the conversion of the Registrable Securities with respect to which Registration is sought into Ordinary Shares prior to the effective date of the Registration Statement. SECTION 16. Reports Under the Exchange Act. With a view to making available to Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without Registration or pursuant to a Registration on Form F-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after ninety (90) days after the effective date of the first Registration Statement filed by the Company for the offering of its securities to the public so long as the Company is subject to the periodic reporting requirements under Section 13 or 15(d) of the Exchange Act; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; 25 (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, promptly upon written request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first Registration Statement filed by the Company), the Securities Act, and the Exchange Act (at any time after it has become subject to reporting requirements thereunder), or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and any other reports and documents filed by the Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the Commission which permits the selling of any such securities without Registration or pursuant to that form; and (d) with respect to a Registration in a jurisdiction other than the United States, take actions similar to those set forth in paragraphs (a), (b), (c) and (d) of this Section 16 with a view to making available to Holders the benefits of the corresponding provision or provisions of that jurisdiction's securities laws. (e) at the request of a Holder, use its best efforts to enable such Holder to sell the maximum number of Registrable Securities permitted under Rule 144, including without limitation promptly issuing appropriate instructions to the Company's share transfer agent to remove legends from such Holder's share certificates, causing the Company's counsel to issue legal opinions to support such instructions, and if applicable promptly issuing appropriate instructions to the Company's share registrar and depository agent to convert such Holder's shares into depository receipts or similar instruments to be deposited into such Holder's brokerage account(s). The Company acknowledges that time is of the essence with respect to its obligations under this Section 16(e), and that any unreasonable delay will cause the Holders irreparable harm and constitutes a material breach of its obligations hereunder. SECTION 17. Transfer of Rights. The rights to cause the Company to Register Registrable Securities under this Agreement may be assigned (but only with all related obligations) by a Holder to (i) another Holder of Registrable Securities who already possesses registration rights granted under this Agreement, (ii) a transferee or assignee acquiring five percent (5%) or more of the Ordinary Shares Equivalent, (iii) an affiliated limited partnership, a limited partner, or general partner or other Affiliates of a Holder, provided that (x) the Company is, within reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned, (y) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and (z) such Holder shall procure that the transferee or assignee of such Holder's Registrable Securities execute a deed of adherence to this Agreement. SECTION 18. Legend; Stop Transfer Instructions. 18.1 Legend. Each certificate representing shares or securities of the Company now or hereafter owned by the Existing Shareholder, the Investor and any transferee of such shares and securities shall be endorsed with the following legend: 26 "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS AGREEMENT BY AND BETWEEN THE HOLDER HEREOF, THE COMPANY AND CERTAIN OTHER SHAREHOLDERS OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON THEIR CONVERSION (IF APPLICABLE) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. IN ORDER TO TRANSFER OR EXERCISE ANY INTEREST IN THESE SECURITIES, THE BENEFICIAL HOLDER MUST FURNISH TO THE COMPANY EITHER (A) A WRITTEN CERTIFICATION THAT IT IS NOT A U.S. PERSON AND THE PREFERRED SHARES ARE NOT BEING CONVERTED ON BEHALF OF A U.S. PERSON OR (B) A WRITTEN OPINION OF COUNSEL TO THE EFFECT THAT THE SECURITIES DELIVERED UPON CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR THAT THE DELIVERY OF SUCH SECURITIES IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH BENEFICIAL HOLDER BY ACCEPTING AN INTEREST IN THESE SECURITIES AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES OR THE SECURITIES TO BE ISSUED UPON CONVERSION OF SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT." 18.2 Stop Transfer Instructions. The Parties hereto agree that the Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in Section 18.1 to enforce the provisions of this Agreement, and the Company agrees promptly to do so. The legend shall be removed upon termination of this Agreement. SECTION 19. Covenants. (a) In addition to any other rights provided by law and the provisions of the Articles of Association or Memorandum of Association of the Company, the Company and the Existing Shareholder shall not, and shall procure that the Company and the Operating Subsidiary shall not, without first obtaining the affirmative vote or written consent of the holders of a majority of the Series A Preferred Shares then outstanding, voting as a single class, effect or otherwise consummate any of the following: 27 (i) Issue or sell any equity, equity-related or debt securities of any Group Company, other than Ordinary Shares to be issued upon conversion of the Shares purchased by the Investor or upon the exercise of options granted under a stock option plan approved by the Board; (ii) Redeem, acquire or otherwise purchase any Ordinary Shares or any preferred stock or any other securities of the Company, or any equity or securities of other Group Companies, other than any such securities from an employee or consultant of the Company upon termination of such person's employment or consulting arrangement, as the case may be, with the Company or in connection with a corporate reorganization within the Group (as approved by the holders of a majority of the Series A Preferred Shares); (iii) Make any acquisitions, merger or consolidation, enter into a joint venture arrangement, incorporate any subsidiary unless such action is incurred pursuant to a budget or business plan approved by the Board and the Investor; (iv) Acquire any shares, securities or interests in any Person other than any of the Company's Affiliates, including any joint venture entities in which the Company or its Affiliates hold an equity interest, unless pursuant to a budget or business plan approved by the Board and the Investor; (v) Sell, lease, dispose of or otherwise transfer all or substantially all of the assets of any Group Company; (vi) Incur any indebtedness or assume any financial obligation or issue, assume, guarantee or create any liability for borrowed money in excess of US$3 million in aggregate at any time outstanding unless such liability is incurred pursuant to a budget or business plan approved by the Board and the Investor and in the ordinary course of business; (vii) Extend any loan to, or guarantee any indebtedness or financial obligations of, any Person other than any of the Company's Affiliates, including any joint venture entities in which the Company or its Affiliates hold an equity interest, unless pursuant to a business plan approved by the Board and the Investor; (viii) Approve or make any capital expenditure in excess of US$3 million unless such capital expenditure is approved or made pursuant to a budget or business plan approved by the Board and the Investor; (ix) Enter into any transaction with the Existing Shareholder or any of its Affiliates, unless in connection with an employment or consulting arrangement with a Group Company approved by the Compensation Committee of the Board; (x) Approve annual budgets and business plans; 28 (xi) Appoint, terminate or change the terms of employment (including an increase in compensation in a twelve-month period by more than ten percent (10%) in the aggregate compared to the immediately preceding twelve-month period) with respect to the ten (10) most highly compensated employees of the Company; (xii) Amend, repeal or modify the Memorandum or Articles of Association of the Company, any equivalent articles of association or any by-laws, or other constitutional documents of any Group Company; (xiii) Declare or pay any dividends or any other distributions to any of the Shareholders; (xiv) Make any material change in the accounting methods or policies or appoint, remove or change the independent public accountants other than as required by applicable law, regulations or accounting standards; (xv) Dissolve, liquidate, wind up, recapitalize, reorganize or commence any bankruptcy proceedings with respect to any Group Company; or (xvi) Change the principal business activities of the Company or the Operating Subsidiary's registered capital other than through a Transfer to an Affiliate of the Company or the Operating Subsidiary. (b) Restrictions on Transfer. The Existing Shareholder undertakes to the Investor that it will not transfer, alienate or dispose of any share capital of the Operating Subsidiary held by it or otherwise create any Encumbrance on any share capital of the Operating Subsidiary held by it without the written consent of the Investor. SECTION 20. Conflict with Charter Documents. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Company's Articles or Memorandum of Association or other constitutional documents, the parties shall, notwithstanding the conflict or inconsistency, act so as to effect the intent of this Agreement to the extent possible under the circumstances and shall promptly take all reasonable steps to amend the conflicting constitutional documents to conform to this Agreement to the extent possible. SECTION 21. Miscellaneous. 21.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of New York, without regard to principles of conflicts of law. 21.2 Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, or any breach of this Agreement, shall be initiated, maintained and finally determined by binding arbitration under the rules of conciliation and arbitration of the International Chamber of Commerce (the "ICC"); and the site of the arbitration, unless the parties agree otherwise, shall be in Hong Kong. The arbitral tribunal shall be appointed within thirty (30) days of the notice of dispute, and shall consist of three arbitrators, one of which shall be appointed by the Investor and one by the Company and the third by the Investor and the 29 Company jointly; provided, however, that if the Investor and the Company shall be unable to select the third arbitrator within such thirty (30)-day period, such third arbitrator shall be chosen by the International Court of Arbitration of the ICC. Judgment upon any award rendered may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Any award pursuant to such proceeding shall be granted in U.S. Dollars. The fees and costs of the arbitration shall be shared equally by all disputing parties. The arbitrators shall award legal fees, disbursements and other expenses to the prevailing party for such amounts as determined by the arbitrators to be appropriate. 21.3 Counterparts and Facsimile Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart or other signature delivered by facsimile shall be deemed for all purposes as being a good and valid execution and delivery of this Agreement by that party. 21.4 Headings. The headings of the Sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement. 21.5 Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (i) when hand delivered to the other party; (ii) when received when sent by facsimile at the number set forth below (or hereafter amended by subsequent notice to the parties hereto), with printed confirmation sheet verifying successful transmission of the facsimile; (iii) ten (10) Business Days after deposit in the mail as certified mail, postage prepaid and addressed to the other party as set forth below; or (iv) five (5) Business Days after deposit with an overnight delivery service, postage prepaid, addressed to the parties as set forth below, provided that the sending party receives a confirmation of delivery from the delivery service provider. (a) If to the Investor, to: Inspiration Partners Limited AZIA Center, Unit 2701B 1233 Lujiazui Ring Road Shanghai P.R.China 200120 Facsimile No.: +86 21 58767238 Attn: Shujun Li and Donglei Zhou with a copy to: Paul, Hastings, Janofsky & Walker 22/Fl Bank of China Tower 1 Garden Road Central, Hong Kong Facsimile No.: 852 3192 9731 Attn: Maurice Hoo, Esq. 30 (b) If to the Existing Shareholder or the Company, to: Yingli Power Holding Company Ltd. No. 3055 Middle Fuxing Road Baoding, People's Republic of China Facsimile No.: +86 312 2151 881 Attn: Conghui Liu with a copy to: Simpson Thacher & Bartlett LLP 7/F ICBC Tower 3 Garden Road Central, Hong Kong Facsimile No.: +852-2869-7694 Attn: Leiming Chen, Esq. Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 21.5 by giving the other parties written notice of the new address in the manner set forth above. 21.6 Amendment of Agreement. This Agreement may be amended at any time by a written instrument signed by the Parties. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. 21.7 Severability. In case any provision of this Agreement shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 21.8 Entire Agreement; Successors and Assigns. Except as specifically referenced in this Agreement, this Agreement, together with any Exhibits to this Agreement, constitute the entire contract among the Parties with respect to the subject matter of this Agreement. Any prior or contemporaneous agreement, discussion, understanding, or correspondence among the parties (including any prior representations or warranties given by the Parties) regarding the purchase of shares of the Company is superseded by this Agreement. Subject to the exceptions specifically set forth in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective executors, administrators, heirs, successors, and assigns of the Parties to this Agreement. 21.9 Assignability. Subject to Section 18, the rights and obligation under this Agreement shall not be assignable by any party without the prior written consent of all the other Parties, except that the assignment by the Investor of its rights and obligations hereunder to its 31 Affiliates provided that any such Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained herein. 21.10 Termination. The provisions of this Agreement, except for Sections 1, 2, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 20 and 21 and other provisions that by their express terms survive termination, shall cease to have effect immediately upon a Qualified IPO and no parties shall have any rights or obligations under these provisions (save as excepted above) save for any obligations arising in connection prior to the Qualified IPO. [Remainder of this page intentionally left blank] 32 IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be duly executed by its respective authorized officers: INSPIRATION PARTNERS LIMITED By: /s/ Shujun Li ------------------------------------ Name: Shujun Li Title: Director YINGLI POWER HOLDING COMPANY LTD. By: /s/ Liansheng Miao ------------------------------------ Name: Liansheng Miao Title: Director YINGLI GREEN ENERGY HOLDING COMPANY LIMITED By: /s/ Liansheng Miao ------------------------------------ Name: Liansheng Miao Title: Chairman and Chief Executive Officer /s/ Liansheng Miao ---------------------------------------- Liansheng Miao EX-4.6 8 h00847exv4w6.txt EX-4.6 AMENDMENT AGREEMENT DATED SEPT 28,2006 EXHIBIT 4.6 AMENDMENT AGREEMENT AMENDMENT No. 1 (this "Amendment"), dated as of September 28, 2006, is entered into by and among Inspiration Partners Limited, an international business company incorporated under the laws of the British Virgin Islands (the "Investor"), Yingli Green Energy Holding Company Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the "Company"), Yingli Power Holding Company Ltd., a company with limited liability incorporated and existing under the laws of the British Virgin Islands (the "Holdco"), and Mr. Liansheng Miao (together with the Holdco, the "Founders") (all of the foregoing parties, collectively, the "Existing Parties"), and TB Management Ltd., a business company incorporated under the laws of the British Virgin Islands ("TB Management") to amend (1) the Series A Preferred Share Purchase Agreement (the "Purchase Agreement"), dated as of September 20, 2006, by and among the Existing Parties and (2) the Shareholders Agreement dated as of September 20, 2006, by and among the Existing Parties (the "Shareholders Agreement", and together with the Purchase Agreement, the "Agreements"). Unless otherwise indicated below, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement. WITNESSETH: WHEREAS, the parties have entered into the Agreements; and WHEREAS, pursuant to and in accordance with Section 10.06 of the Purchase Agreement and Section 21.6 of the Shareholders Agreement, the parties wish to amend the Agreements as set forth in this Amendment; NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows: Section 1. Employee Stock Option Plan. The Existing Parties agree that the Primary ESOP Percentage (as defined in the Shareholders Agreement) shall be up to five percent (5%) of all Ordinary Shares Equivalent (as defined in the Shareholders Agreement) immediately after the Closing, excluding the Warrant (namely, up to 3,394,054 Ordinary Shares), up to four percent (4%) of which shall be in the form of restricted shares (namely, up to 2,715,243 Ordinary Shares) and up to one percent (1%) of which shall be in the form of stock options (namely, up to 678,811 Ordinary Shares). The Existing Parties agree that such employee stock option plan, whether in the form of restricted shares or stock options, shall be established in a form to the reasonable satisfaction of the Investor. The Existing Parties further agree that the Secondary ESOP Percentage (as defined in the Shareholders Agreement) shall be zero. Section 2. Warrant. The Company agrees to grant a warrant to TB Management at Closing substantially in the form of Annex A hereto (the "Warrant"). Section 3. Exhibit A to the Purchase Agreement. The following shall be added to Exhibit A of the Purchase Agreement: "The Warrant, dated as of the Closing Date, granted by the Company at Closing substantially in the form of Annex A to the Amendment Agreement, dated as of September 27, 2006, among the parties hereto." Section 4. Registration Rights of the Shareholders Agreement. (a) TB Management agrees to adhere to and be bound by Sections 7 through 18, 21.2, 21.6, 21.8 and 21.9 of the Shareholders Agreement thereunder as if it were a "Holder" or "Investor" (as the case may be) to the Shareholders Agreement. (b) The Existing Parties agree that TB Management shall be entitled to the benefit of all rights given in Sections 7 through 18, 21.2, 21.6, 21.8 and 21.9 of the Shareholders Agreement thereunder as if TB Management were a "Holder" or "Investor" (as the case may be) to the Shareholders Agreement. (c) The Existing Parties agree that the definition of "Registrable Securities" in the Shareholders Agreement shall be replaced in its entirety with the following: "REGISTRABLE SECURITIES" means (a) the Ordinary Shares issued or issuable upon conversion or exercise of any of the Series A Preferred Shares (b) the Ordinary Shares issued or issuable upon the exercise of the Warrant, and (c) Ordinary Shares issued or issuable pursuant to stock splits, stock dividends and similar distributions to the Investor, or in exchange for or in replacement of the Ordinary Shares referred to clause (a) or (b) above, excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which its rights under Sections 7 or 8 hereof are not assigned or any shares for which registration rights have terminated pursuant to Section 10." Section 5. No Assignment; Binding Effect. Neither this Amendment nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other party hereto and any attempt to do so shall be void, except that the Investor may assign any or all of its rights, interests and obligations hereunder to an Affiliate, provided that any such Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained herein, but no such assignment shall relieve the Investor of its obligations hereunder. Subject to the preceding sentence, this Amendment is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and permitted assigns. Section 6. No Third Party Beneficiary. The terms and provisions of this Amendment are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third party beneficiary rights upon any other Person. Section 7. Entire Agreement. This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof. Except as amended by this Amendment, the Agreements shall continue in full force and effect. Section 8. Severability. If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Amendment is 2 not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Amendment are consummated as originally contemplated to the greatest extent possible. Section 9. Counterparts. This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Section 10. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to a contract executed and performed in such jurisdiction, without giving effect to the conflicts of laws principles thereof. Section 11. Dispute Resolution. Any dispute arising from or in connection with this Amendment shall be resolved in accordance with Section 21.2 of the Shareholders Agreement. 3 IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by or on behalf of each party hereto as of the date first above written. INSPIRATION PARTNERS LIMITED By: /s/ Shujun Li ------------------------------------ Name: Shujun Li Title: Director TB MANAGEMENT LTD. By: /s/ Shujun Li ------------------------------------ Name: Shujun Li Title: Director YINGLI GREEN ENERGY HOLDING COMPANY LIMITED By: /s/ Liansheng Miao ------------------------------------ Name: Liansheng Miao Title: Chairman and Chief Executive Officer YINGLI POWER HOLDING COMPANY LTD. By: /s/ Liansheng Miao ------------------------------------ Name: Liansheng Miao Title: Director /s/ Liansheng Miao ---------------------------------------- Liansheng Miao 4 ANNEX A FORM OF WARRANT EX-4.7 9 h00847exv4w7.txt EX-4.7 ORDINARY SHARES PURCHASE WARRANT EXHIBIT 4.7 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, THE WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ***************************************** YINGLI GREEN ENERGY HOLDING COMPANY LIMITED ORDINARY SHARES PURCHASE WARRANT ***************************************** This certifies that, for good and valuable consideration, Yingli Green Energy Holding Company Limited, a Cayman Islands corporation (the "Company"), grants to TB Management Ltd., a business company incorporated under the laws of the British Virgin Islands (the "TB Management"), the right to subscribe for and purchase from the Company the number of validly issued, fully paid and nonassessable shares (the "Warrant Shares") of the Company's Ordinary Shares, $0.01 par value (the "Ordinary Shares") specified in Section 1.1 hereof, at the purchase price per share (the "Exercise Price") determined as set forth in Section 1.3 hereof, as may be adjusted in accordance with the terms hereof, exercisable at any time and from time to time during the Exercise Period, as defined in Section 1.6 hereof, all subject to the terms, conditions and adjustments herein set forth. See Section 8 for definitions of certain terms used herein. 1. WARRANT TERMS GENERALLY. 1.1 NUMBER OF WARRANT SHARES. Subject to Section 1.6 below, this Warrant shall enable the Warrantholder to purchase six hundred seventy-eight thousand eight hundred and eleven (678,811) Ordinary Shares, as such number may be adjusted pursuant to the terms hereof. 1.2 CASH EXERCISE OF WARRANT. Subject to Section 1.6, this Warrant may be exercised by the Warrantholder by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period and (ii) the delivery of payment to the Company, for the account of the Company, (A) by wire transfer of immediately available funds to a bank account specified by the Company, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in United States Dollars, (B) by forgiveness or the offsetting of an amount of accounts receivable from the Company to the Warrantholder equal to the Exercise Price for the number of Warrant Shares specified in the Exercise Form in United States Dollars or (C) by any combination of the foregoing. Subject to Section 1.6, the Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Subject to Section 1.6, a stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within 10 days thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Ordinary Shares prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares. 1.3 EXERCISE PRICE. The Exercise Price shall be $2.1 per Warrant Share, as such price may be adjusted from time to time pursuant to Section 6 hereof. 1.4 PAYMENT OF TAXES. The issuance of certificates for Warrant Shares shall be made without charge to the Warrantholder for any stock transfer or other issuance tax in respect thereto. 1.5 INFORMATION. Upon receipt of a written request from a Warrantholder, the Company agrees to deliver promptly to such Warrantholder a copy of its current financial statements and to provide such other information concerning the Company as such Warrantholder may reasonably request in order to assist the Warrantholder in evaluating the merits and risks of exercising the Warrant and to make an informed investment decision in connection with such exercise. -2- 1.6 EXERCISE PERIOD. This Warrant shall be exercisable, in whole or in part, at any time and from time to time prior to the closing of the Company's first firm commitment, underwritten public offering of Ordinary Shares or shares representing Ordinary Shares in connection with which Ordinary Shares or shares representing Ordinary Shares are listed and become publicly traded on an internationally recognized securities exchange or the NASDAQ National Market (such period, the "Exercise Period"). 2. RESTRICTIONS ON TRANSFER; RESTRICTIVE LEGENDS. 2.1 RESTRICTIONS ON TRANSFER; COMPLIANCE WITH SECURITIES LAWS. (a) This Warrant and the Warrant Shares issued upon the exercise of the Warrant are not assignable or transferrable except this Warrant (and all rights hereunder) and the Warrant Shares issued upon the exercise of the Warrant may be assigned or transferred, in whole or in part, to an Affiliate of the Warrantholder, which shall thereafter be deemed to be the Warrantholder for all purposes herein, provided, however, the Warrant Shares issued upon the exercise of the Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and transferee. (b) The Warrantholder, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Warrantholder's own account and not as a nominee for any other party, and for investment, and that the Warrantholder will not offer, sell or otherwise dispose of any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any state securities laws. Upon exercise of this Warrant, the Warrantholder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Warrantholder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. The Warrantholder represents and warrants to the Company that the Warrantholder is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the 1933 Act. The Warrantholder understands that the Warrant and any Warrant Shares acquired upon exercise of this Warrant are being offered and sold to the Warrantholder in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Warrantholder's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Warrantholder set forth herein in order to determine the availability of such exemptions and the eligibility of the Warrantholder to initially acquire the Warrant Shares. 2.2 RESTRICTIVE LEGENDS. This Warrant shall (and each Warrant issued in substitution for this Warrant issued pursuant to Section 4 shall) be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE -3- FEDERAL AND STATE SECURITIES LAWS, THE WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Except as otherwise permitted by this Section 2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, THE SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Notwithstanding the foregoing, the Warrantholder may require the Company to issue a stock certificate for Warrant Shares without a legend if (i) such Warrant Shares, as the case may be, have been registered for resale under the Securities Act or sold pursuant to Rule 144 under the Securities Act (or a successor rule thereto) or (ii) the Warrantholder has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required with respect to such Warrant Shares. If either condition in the foregoing sentence has been satisfied, the Company shall, without expense (except for the payment of any applicable transfer tax) and as expeditiously as possible, issue a new stock certificate not bearing such legend. 2.3 REGISTRATION. The Warrant Shares shall be deemed to constitute "Registrable Securities" defined in the Shareholders Agreement, as amended by the Amendment Agreement, dated as of the same date hereof (the "Shareholders Agreement"), among Inspiration Partners Limited, the Company, Yingli Power Holding Company Ltd., Mr. Liansheng Miao and TB Management Ltd. The Warrantholder shall be entitled to all registration rights contained in the Shareholders Agreement in respect of the Warrant Shares. 2.4 SPLIT-UP, COMBINATION AND EXCHANGE OF WARRANTS. This Warrant may be split up, combined or exchanged for another Warrant or Warrants containing the same terms to purchase a like aggregate number of Warrant Shares. If the Warrantholder desires to split up, combine or exchange this Warrant, he or it shall make such request in writing delivered to the Company and shall surrender to the Company this Warrant and any other Warrants to -4- be so split-up, combined or exchanged. Upon any such surrender for a split-up, combination or exchange, the Company shall execute and deliver to the person entitled thereto a Warrant or Warrants, as the case may be, as so requested. The Company shall not be required to effect any split-up, combination or exchange which will result in the issuance of a Warrant entitling the Warrantholder to purchase upon exercise a fraction of an Ordinary Share or a fractional Warrant. The Company may require such Warrantholder to pay a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any split-up, combination or exchange of Warrants. 3. RESERVATION OF SHARES The Company covenants and agrees that all Warrant Shares which are issuable upon the exercise of this Warrant will, upon issuance, be validly issued, fully paid and nonassessable and free from all taxes, liens, security interests, charges and other encumbrances with respect to the issue thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue. The Company further covenants and agrees that, during the Exercise Period, the Company will at all times have authorized and reserved, and keep available free from preemptive rights, a sufficient number of Ordinary Shares to provide for the exercise of the rights represented by this Warrant. 4. EXCHANGE, LOSS OR DESTRUCTION OF WARRANT. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of such bond or indemnification as the Company may reasonably require, and, in the case of such mutilation, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor. The term "Warrant" as used in this Agreement shall be deemed to include any Warrants issued in substitution or exchange for this Warrant. 5. OWNERSHIP OF WARRANT. The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary. 6. CERTAIN ADJUSTMENTS. 6.1 The number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment as follows: (a) Share Dividends, Share Splits, or Share Subdivisions. If at any time prior to the exercise of this Warrant in full (i) the Company shall fix a record date for the issuance of any share dividend payable in Ordinary Shares or the Company's assets (excluding cash dividends paid or payable solely out of retained earnings) or (ii) the number of Ordinary Shares shall have been increased by a subdivision or split-up of Ordinary Shares, then, on the record date fixed for the determination of holders of Ordinary Shares entitled to receive such dividend (without payment of additional consideration for such dividend), or immediately after the effective date of subdivision or split-up, as the case may be, the number of Ordinary Shares to be delivered upon exercise of this Warrant will be increased so that the Warrantholder will be entitled to receive the number of Ordinary Shares that -5- such Warrantholder would have owned immediately following such action had this Warrant been exercised immediately prior thereto, and the Exercise Price will be adjusted as provided below in paragraph (f). (b) Combination of Stock. If at any time prior to the exercise of this Warrant in full the number of Ordinary Shares outstanding shall have been decreased by a combination of the outstanding Ordinary Shares, then, immediately after the effective date of such combination, the number of Ordinary Shares to be delivered upon exercise of this Warrant will be decreased so that the Warrantholder thereafter will be entitled to receive the number of Ordinary Shares that such Warrantholder would have owned immediately following such action had this Warrant been exercised immediately prior thereto, and the Exercise Price will be adjusted as provided below in paragraph (f). (c) Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding Ordinary Shares (other than a subdivision or combination of the outstanding Ordinary Shares and other than a change in the par value of the Ordinary Shares) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding Ordinary Shares of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and property which he would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional Ordinary Shares shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of Company other than Ordinary Shares, any such issue shall be treated as an issue of Ordinary Shares covered by the provisions of Article 6. The provisions of this Section 6.1 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances. (d) Fractional Shares. No fractional Ordinary Shares or scrip shall be issued to any Warrantholder in connection with the exercise of this Warrant. Instead of any fractional Ordinary Shares that would otherwise be issuable to such Warrantholder, the Company will pay to such Warrantholder a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the fair market value of one Ordinary Share as of the date of exercise as determined by the Board of Directors of the Company. (e) Carryover. Notwithstanding any other provision of this Section 6, no adjustment shall be made to the number of Ordinary Shares to be delivered to the Warrantholder (or to the Exercise Price) if such adjustment represents less than 1% of the number of shares to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together -6- with any adjustments so carried forward shall amount to 1% or more of the number of shares to be so delivered. (f) Exercise Price Adjustment. Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter. (g) No Duplicate Adjustments. Notwithstanding anything else to the contrary contained herein, in no event will an adjustment be made under the provisions of this Section 6 to the number of Warrant Shares issuable upon exercise of this Warrant or the Exercise Price for any event if an adjustment having substantially the same effect to the Warrantholder as any adjustment that otherwise would be made under the provisions of this Section 6 is made by the Company for any such event to the number of Ordinary Shares (or other securities) issuable upon exercise of this Warrant. 6.2 NO ADJUSTMENT FOR DIVIDENDS. Except as provided in Section 6.1, no adjustment in respect of any dividends shall be made during the term of the Warrant or upon the exercise of this Warrant. 6.3 NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares or the Exercise Price of such Warrant Shares is adjusted, as herein provided, the Company shall promptly mail by first class, postage prepaid, to the Warrantholder, notice of such adjustment or adjustments and a certificate of the chief financial officer of the Company setting forth the number of Warrant Shares and the Exercise Price of such Warrant Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. 7. NOTICES OF CORPORATE ACTION. In the event of: (a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any Change of Control or any redemption or conversion of outstanding Ordinary Shares, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will mail to the Warrantholder a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right and the amount and character of any such dividend, distribution or right, (ii) the date or -7- expected date on which any such reorganization, reclassification, recapitalization, Change of Control, redemption or conversion of Ordinary Shares, dissolution, liquidation or winding-up is to take place and the time, if any such time is to be fixed, as of which the holders of record of Ordinary Shares (or other securities) shall be entitled to exchange their Ordinary Shares (or other securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, Change of Control, redemption or conversion of Ordinary Shares, dissolution, liquidation or winding-up and (iii) that in the event of a Change of Control, the Warrants are exercisable immediately prior to the consummation of such Change of Control. Such notice shall be mailed at least 20 days prior to the date therein specified, in the case of any date referred to in the foregoing subdivision (i), and at least 20 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii). 8. DEFINITIONS. As used herein, unless the context otherwise requires, the following terms have the following respective meanings: Affiliate: means, in respect of the Warrantholder, any other Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person, including, without limitation, any general partner, officer or director of such Person and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company with such Person. Business Day: any day other than a Saturday, Sunday or a day on which national banks are authorized by law to close in Hong Kong. Change of Control: shall mean (i) the consolidation of the Company with or merger of the Company with or into any other person in which the Company is not the surviving corporation, (ii) the sale or conveyance of all or substantially all of the assets of the Company to any other person, or (iii) any sale or transfer of any capital stock of the Company after the date of this Agreement, following which 50% of the combined voting power of the Company becomes beneficially owned by one person or group acting together. For purposes of this definition, "group" shall have the meaning as such term is used in Section 13(d)(1) under the Exchange Act. Company: Yingli Green Energy Holding Company Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands. Control: with respect to any third Person means the possession, directly or indirectly, of the power or the ability to direct or cause the direction of the management and affairs of such third Person whether, through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body of such third Person. Exchange Act: the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Exchange Act of -8- 1934, as amended, shall include a reference to a comparable section, if any, of any successor federal statute. Exercise Form: an Exercise Form in the form annexed hereto as Exhibit A. Exercise Price: the meaning specified on the cover of this Warrant, as such price may be adjusted pursuant to Section 6 hereof. Person: shall mean any individual, sole proprietorship, partnership, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity, governmental or regulatory authority or other entity of any kind or nature. SEC: the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act, whichever is the relevant statute for the particular purpose. Securities Act: the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Act of 1933, as amended, shall include a reference to the comparable section, if any, of any successor federal statute. Warrantholder: TB Management or its permitted assignees and transferees of this Warrant pursuant to the terms hereof. Warrant Shares: the meaning specified on the cover of this Warrant, subject to the provisions of Section 6. 9. MISCELLANEOUS. 9.1 ENTIRE AGREEMENT. This Warrant constitutes the entire agreement between the Company and the Warrantholder with respect to this Warrant and the Warrant Shares. 9.2 BINDING EFFECTS; BENEFITS. This Warrant shall inure to the benefit of and shall be binding upon the Company and the Warrantholder and their respective successors. Nothing in this Warrant, expressed or implied, is intended to or shall confer on any person other than the Company and the Warrantholder, or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Warrant. 9.3 AMENDMENTS AND WAIVERS. This Warrant may not be modified or amended except by an instrument or instruments in writing signed by the Company and the Warrantholder. Either the Company or the Warrantholder may, by an instrument in writing, waive compliance by the other party with any term or provision of this Warrant on the part of such other party hereto to be performed or complied with. The waiver by any such party of a breach of any term or provision of this Warrant shall not be construed as a waiver of any subsequent breach. 9.4 SECTION AND OTHER HEADINGS. The section and other headings contained in this Warrant are for reference purposes only and shall not be deemed to be a part of this Warrant or to affect the meaning or interpretation of this Warrant. -9- 9.5 FURTHER ASSURANCES. Each of the Company and the Warrantholder shall do and perform all such further acts and things and execute and deliver all such other certificates, instruments and documents as the Company or the Warrantholder may, at any time and from time to time, reasonably request in connection with the performance of any of the provisions of this Agreement. 9.6 NOTICES. All notices and other communications required or permitted to be given under this Warrant shall be in writing and shall be deemed to have been duly given upon personal delivery to the party to be notified, or when sent by telecopier (with receipt confirmed and promptly confirmed by personal delivery, first class mail, or courier), or internationally recognized overnight courier service and addressed as follows (or at such other address as a party may designate by notice to the other): If to the Warrantholder, to: TB Management Ltd. AZIA Center, Unit 2701B 1233 Lujiazui Ring Road Shanghai P.R.China 200120 Facsimile No.: +86 21 58767238 Attn: Shujun Li and Donglei Zhou with a copy to: Paul, Hastings, Janofsky & Walker 22/Fl Bank of China Tower 1 Garden Rd. Central, Hong Kong Facsimile No.: 852 3192 9731 Attn: Maurice Hoo, Esq. If to the Company, to: Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding, People's Republic of China Facsimile No.: +86 312 2151 881 Attn: Conghui Liu and Simpson Thacher & Bartlett LLP 7/F ICBC Tower 3 Garden Road Central, Hong Kong Facsimile No.: +852-2869-7694 Attn: Leiming Chen, Esq. Except as otherwise provided herein, all such notices and communications shall be deemed to have been received on the date of delivery thereof, if delivered personally or by overnight -10- courier or facsimile transmission (if promptly confirmed as stated above), or on the third Business Day after the mailing thereof. 9.7 SEVERABILITY. Any term or provision of this Warrant which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the terms and provisions of this Warrant or affecting the validity or enforceability of any of the terms or provisions of this Warrant in any other jurisdiction. 9.8 GOVERNING LAW. This Warrant shall be deemed to be a contract made under the laws of the State of New York (irrespective of its choice of law principles). 9.9 NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained in this Warrant shall be determined as conferring upon the Warrantholder any rights as a stockholder of the Company or as imposing any liabilities on the Warrantholder to purchase any securities whether such liabilities are asserted by the Company or by creditors or stockholders of the Company or otherwise. 9.10 NO INCONSISTENT AGREEMENTS. The Company will not on or after the date of this Warrant enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Warrantholder or otherwise conflicts with the provisions hereof. The rights granted to the Warrantholder hereunder do not in any way conflict with and are not inconsistent with the rights granted to holders of the Company's securities under any other agreements. 9.11 ATTORNEYS' FEES. In any action or proceeding brought to enforce any provisions of this Warrant, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys' fees and disbursements in addition to its costs and expenses and any other available remedy. 9.12 DISPUTE RESOLUTION. Any controversy or claim arising out of or relating to this Agreement, or any breach of this Agreement, shall be initiated, maintained and finally determined by binding arbitration under the rules of conciliation and arbitration of the International Chamber of Commerce (the "ICC"); and the site of the arbitration, unless the parties agree otherwise, shall be in Hong Kong. The arbitral tribunal shall be appointed within thirty (30) days of the notice of dispute, and shall consist of three arbitrators, one of which shall be appointed by the Warrantholder and one by the Company and the third by the Warrantholder and the Company jointly; provided, however, that if the Warrantholder and the Company shall be unable to select the third arbitrator within such thirty (30)-day period, such third arbitrator shall be chosen by the International Court of Arbitration of the ICC. Judgment upon any award rendered may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Any award pursuant to such proceeding shall be granted in U.S. Dollars. The fees and costs of the arbitration shall be shared equally by all disputing parties. The arbitrators shall award legal fees, disbursements and other expenses to the prevailing party for such amounts as determined by the arbitrators to be appropriate. 9.13 NO IMPAIRMENT. The Company will not cooperate with or facilitate any amendment of its Memorandum and Articles of Association or other constitutional documents, or any reorganization, consolidation, merger, dissolution, issue or sale of shares, -11- sale of assets or any other voluntary action, so as to avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder against impairment. Without limiting the generality of the foregoing, the Company (a) will use its best efforts to ensure that the par value of any shares issuable upon the exercise of this Warrant will not be increased above the amount payable therefor upon such exercise, and (b) will take or procure the taking of all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon exercise of this Warrant. 9.14 REPRESENTATIONS AND WARRANTIES. The Company covenants that the representations and warrants set forth in Exhibit B hereto shall be true and correct in all material respects as of the date of this Warrant. [remainder of page intentionally left blank; signature page follows] -12- IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of September 28, 2006. YINGLI GREEN ENERGY HOLDING COMPANY LIMITED By: /s/ Liansheng Miao ------------------------------------ Name: Liansheng Miao Title: Chairman and Chief Executive Officer SIGNATURE PAGE TO WARRANT Exhibit A EXERCISE FORM (To be executed upon exercise of this Warrant) To: Yingli Green Energy Holding Company Limited The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant, to purchase ________________ Warrant Shares, and tenders herewith payment of the purchase price (Exercise Price) in full in the form of (complete as applicable): [ ] cash (via wire transfer) or a certified or official bank check, to the order of Yingli Green Energy Holding Company Limited, in the amount of United States Dollars ______________ in accordance with the terms of this Warrant; and/or [ ] forgiveness of accounts receivable of the Company to Warrantholder in the amount of United States Dollars ______________ in accordance with the terms of this Warrant. The undersigned requests that a certificate (or certificates) for such Warrant Shares be registered in the name of the undersigned and that such certificate (or certificates) be delivered to the undersigned's address below. Dated: . ------------------- Signature ----------------------------------- ----------------------------------- (Print Name) ----------------------------------- (Street Address) ----------------------------------- (City) (State) (Zip Code) If said number of shares shall not be all the shares purchasable under the within Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder. ASSIGNMENT (To be executed only upon assignment of Warrant) For value received, ______________________________ hereby sells, assigns and transfers unto the Assignee(s) named below the rights represented by such Warrant to purchase number of Warrant Shares listed opposite the respective name(s) of the Assignee(s) named below and all other rights of the Warrantholder under the within Warrant, and does hereby irrevocably constitute and appoint _____________________________ as attorney, to transfer said Warrant on the books of the within-named Company with respect to the number of Warrant Shares set forth below, with full power of substitution in the premises:

Name(s) of Assignee(s) Address No. of Warrant Shares - ----------- ------------------------------- ---------------------

And if said number of Warrant Shares shall not be all the Warrant Shares represented by the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the Warrant Shares registered by said Warrant. Dated: ________________, _____ Signature ---------------------------------- Note: The above signature should correspond exactly with the name on the face of this Warrant Exhibit B CORPORATE STATUS. The Company is organized under the laws of the Cayman Islands and is duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands. AUTHORIZATION. All corporate action on the part of the Company and its officers, directors and shareholders necessary for the Company to execute and perform this Warrant has been taken. VALIDITY OF WARRANT. This Warrant is a legally valid and binding obligation of the Company. Upon issuance, the Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable, and free of any liens or encumbrances except for restrictions on transfer under the securities laws and any agreement to which the Warrantholder becomes a party. The issuance of this Warrant and the issuance of the Warrant Shares do not and will not violate any agreements to which the Company is, or at the time of issuance will be, a party. SUFFICIENT ORDINARY SHARES. The Company has a sufficient number of Ordinary Shares to enable the issuance of the Warrant Shares. In the event the number of authorized but unissued Ordinary Shares of the Company is not sufficient to effect the issuance of Warrant Shares specified under the Exercise Notice at the time of exercise, the Company shall promptly take all necessary actions to increase its authorized but unissued Ordinary Shares to such number to be sufficient for such purposes. NO INCONSISTENT AGREEMENTS. The Company has not previously entered into, and will not on or after the date of this Warrant enter into, any agreement with respect to its securities that is inconsistent with this Warrant or that would preclude the Company from discharging its obligations hereunder. GOVERNMENTAL AND THIRD PARTY CONSENTS. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with or from any governmental agency or authority or any other person or entity required on the part of the Company in connection with the execution, delivery or performance of this Warrant and the consummation of the transactions contemplated herein have been obtained. COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in violation of any provision of its Memorandum or Articles of Association; any mortgage, indenture, contract, agreement, instrument, judgment, decree or order; or any statute, rule or regulation applicable to the Company. The execution, delivery and performance of and compliance with this Warrant pursuant to the terms hereof, will not result in any violation or be in conflict with or constitute a default under any such provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any such provision. EX-4.8 10 h00847exv4w8.txt EX-4.8 TRUST DEED Exhibit 4.8 Execution Copy 13 NOVEMBER 2006 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED. AS COMPANY and DB TRUSTEES (HONG KONG) LIMITED AS TRUSTEE TRUST DEED CONSTITUTING US$85,000,000 Bonds due 2008 (WHITE & CASE LOGO) CONTENTS - --------------------------------------------------------------------------------

CLAUSE HEADING PAGE 1 Interpretation............................................................................................ 2 2 Amount of the Bonds and Covenant to Pay................................................................... 4 3 Form of the Bonds and Certificates; Issue of the Bonds.................................................... 5 4 Stamp Duties and Taxes.................................................................................... 6 5 Further issues............................................................................................ 6 6 Covenants relating to the Share Conversion................................................................ 7 7 The Security.............................................................................................. 7 8 Application of Moneys received by the Trustee............................................................ 11 9 Covenants................................................................................................ 12 10 Remuneration and Indemnification of the Trustee.......................................................... 12 11 Provisions Supplemental to the Trustee Act 1925 and the Trustee Act 2000................................. 14 12 Trustee Liable for Negligence............................................................................ 18 13 Waiver and Proof of Default.............................................................................. 18 14 Trustee not Precluded from Entering into Contracts....................................................... 19 15 Modification............................................................................................. 19 16 Appointment, Retirement and Removal of the Trustee....................................................... 19 17 Currency Indemnity....................................................................................... 20 18 Communications........................................................................................... 21 19 Governing Law and Jurisdiction........................................................................... 22 20 Counterparts............................................................................................. 22 Schedule 1 Form of Certificate for Definitive Tranche A Bonds..................................................... 23 Schedule 2 Form of Certificate For Definitive Tranche B Bonds..................................................... 43 Schedule 3 Provisions for Meetings of Bondholders................................................................. 85 Schedule 4 Trustee's Powers In Relation To The Security........................................................... 91

THIS TRUST DEED is dated 13 November 2006 and made BETWEEN: (1) YINGLI GREEN ENERGY HOLDING COMPANY LIMITED., (the "COMPANY"), a company incorporated in the Cayman Islands and having its registered office at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George Town, Grand Cayman, Cayman Islands; and (2) DB TRUSTEES (HONG KONG) LIMITED, (the "TRUSTEE", which expression, where the context so admits, includes all persons for the time being the trustee or trustees of this Trust Deed). BACKGROUND: (A) The Company has, pursuant to resolution by its board of directors, authorised the issue of US$85,000,000 Bonds due 2008, comprising the Tranche A Bonds and the Tranche B Bonds. (B) The Trustee has agreed to act as trustee of this Trust Deed on the following terms and conditions. THIS DEED WITNESSES AND IT IS DECLARED as follows: 1 INTERPRETATION 1.1 DEFINITIONS: Terms defined in the Conditions, the Notes Conditions and the Notes Trust Deed have the same meanings where used herein unless separately defined herein. In addition, the following expressions have the following meanings: "AGENTS" means the Principal Agent, the Registrar, and the other paying, conversion and transfer agents appointed under the Agency Agreement, at their specified offices, and their Successors; "AUTHORISED OFFICER" means any Director or Attorney of the Company who has been authorised by the Company to sign the certificates required under the Trust Deed on behalf of, and so as to bind, the Company; "CONDITIONS" means the terms and conditions set out in Schedule 1 (in the case of the Tranche A Bonds) and Schedule 2 (in the case of the Tranche B Bonds) as from time to time modified in accordance with this Trust Deed, and any reference to a particularly numbered Condition shall be construed accordingly; "DIRECTORS" means the directors of the Company; "EXTRAORDINARY RESOLUTION" has the meaning set out in Schedule 3; 2 "INITIAL PURCHASER" means Yingli Power Holding Ltd. as initial purchaser under the Subscription Agreement; "MCB REDEMPTION SUBACCOUNT" means the subaccount of the Issuer Account of that name established pursuant to the First Escrow Agreement; "NOTES TRUST DEED" means the trust deed dated as of 13 November 2006 among the Issuer, Liansheng Miao and the Trustee and the Terms and Conditions relating thereto (the "NOTES CONDITIONS"); "NOTES TRUSTEE" means DB Trustees (Hong Kong) Limited in its capacity as trustee under the Notes Trust Deed (or its successor trustee); "SUBSCRIPTION AGREEMENT" means the Subscription Agreement dated 13 November 2006 between the Company and Yingli Power Holding Company Limited in connection with the subscription of the Bonds; "SUCCESSOR" means, in relation to the Agents, such other or further person as may from time to time be appointed by the Company as an Agent with the written approval of, and on terms approved in writing by, the Trustee and notice of whose appointment is given to Bondholders; and "THIS TRUST DEED" means this Trust Deed (as from time to time altered in accordance with this Trust Deed) and any other document executed in accordance with this Trust Deed (as from time to time so altered) and expressed to be supplemental to this Trust Deed. 1.2 CONSTRUCTION OF CERTAIN REFERENCES: References to: 1.2.1 costs, charges, remuneration or expenses include any withholding, value added, turnover or similar tax charged in respect thereof; 1.2.2 "U.S. DOLLARS" and "US$" are to the lawful currency for the time being of the United States of America; and 1.2.3 an action, remedy or method of judicial proceedings for the enforcement of rights of creditors shall include references to the action, remedy or method of judicial proceedings in jurisdictions other than England as shall most nearly approximate thereto. 1.3 HEADINGS: Headings shall be ignored in construing this Trust Deed. 1.4 SCHEDULES: The Schedules are part of this Trust Deed and have effect accordingly. 1.5 DEFINITIONS IN CONDITIONS: Terms defined in the Conditions shall, unless otherwise defined herein, have the same meaning when used in the main body of this Trust Deed. 3 1.6 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999: A person who is not a party to this Trust Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Trust Deed except and to the extent (if any) that this Trust Deed expressly provides for such Act to apply to any of its terms. 2 AMOUNT OF THE BONDS AND COVENANT TO PAY 2.1 AMOUNT OF THE BONDS: The aggregate principal amount of the Tranche A Bonds and Tranche B Bonds are limited to US$38,000,000 and US$47,000,000 respectively. 2.2 COVENANT TO PAY: The Company will, at least one Business Day prior to any date when the Bonds or any of them become due to be redeemed, unconditionally pay or procure to be paid to (i) for so long as the Bonds and/or Shares held by the Initial Purchaser are secured under the Debenture and Share Charge, the relevant account of the principal agent for the Notes referred to in Clause 8.2 of the Notes Agency Agreement or in the case of any payment under Condition 10(C) of the Tranche A Bonds, to the MCB Redemption Subaccount, or (ii) such other account as may be advised by the Trustee, in U.S. Dollars in immediately available funds the principal amount of the Bonds becoming due for redemption or repayment on that date together with any applicable premium and, will (subject to the Conditions) until such payment (both before and after judgement) unconditionally so pay to the aforesaid account or to the order of the Trustee interest on the principal amount of the relevant Bonds outstanding as set out in the relevant Conditions provided that (a) every payment of any sum due in respect of the Bonds made to the principal agent as provided in the Agency Agreement shall, to that extent, satisfy such obligation except to the extent that there is failure in its subsequent payment to the relevant Bondholders under the Conditions (or for so long as the Bonds are secured under the Debenture and the Share Charge, the holders of the Notes), and (b) a payment made after the due date will be deemed to have been made on the third business day in London after the full amount due (including interest accrued to that third business day) has been received by the principal agent or the Trustee and notice to that effect has been given to the Bondholders (if requested by the Trustee) except (if payment is made to the principal agent) to the extent that there is failure in the subsequent payment to the relevant Bondholders under the Conditions (or for so long as the Bonds are secured under the Debenture and the Share Charge, the holders of the Notes). The Trustee will hold the benefit of the covenants in this Clause 2.2 on trust for the Bondholders. 2.3 DISCHARGE: Subject to Clause 2.4, any payment to be made in respect of the Bonds by the Company or the Trustee may be made as provided in the Conditions and any payment so made will (subject to Clause 2.4) to such extent be a good discharge to the Company or the Trustee, as the case may be. 4 2.4 PAYMENT AFTER A DEFAULT: At any time after an Event of Default has occurred the Trustee may: 2.4.1 by notice in writing to the Company and the Agents, require the Agents, until notified by the Trustee to the contrary, so far as permitted by applicable law:- (a) to act as agents of the Trustee under this Trust Deed and the Bonds on the terms of the Agency Agreement (with consequential amendments as necessary and except that the Trustee's liability for the indemnification, remuneration and all other expenses of the Agents will be limited to the amounts for the time being held by the Trustee in respect of the Bonds on the terms of this Trust Deed and available for the purpose) and thereafter to hold all Certificates and all moneys, documents and records held by them in respect of Bonds to the order of the Trustee; and/or (b) to deliver all Certificates and all moneys, documents and records held by them in respect of the Bonds to the Trustee or as the Trustee directs in such notice, provided that this Clause 2.4.1(b) shall not apply to any documents or records which the relevant Agent is obliged not to release by any laws or regulations to which it is subject; and 2.4.2 by notice in writing to the Company require it to make all subsequent payments in respect of the Bonds to or to the order of the Trustee and not to the Principal Agent. 3 FORM OF THE BONDS AND CERTIFICATES; ISSUE OF THE BONDS 3.1 CERTIFICATES: The Bonds will be represented by the relevant definitive Certificates, issued to each Bondholder, and will be substantially in the form set out in Schedule 1 (in the case of the Tranche A Bonds) and Schedule 2 (in the case of the Tranche B Bonds) and endorsed with the respective Conditions. 3.2 SIGNATURE: The definitive Certificates shall be signed manually or in facsimile by one Director or Authorised Officer of the Company duly authorised for the purpose or manually or in facsimile by any duly authorised attorney of the Company and authenticated manually or in facsimile by or on behalf of the Registrar. Bonds represented by Certificates so executed and authenticated will be binding and valid obligations of the Company. 3.3 REDEMPTION: Upon redemption of the Bonds for any reason, a notation will be made by the Registrar in the register reflecting such event (or, in the case of any definitive Certificates that are outstanding, such Certificates shall be surrendered to the Registrar). 5 3.4 ENTITLEMENT TO TREAT HOLDER AS OWNER: A Bondholder will (save as otherwise required by law) be treated as the absolute owner of a Bond registered in its name for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on or the theft or loss of the Certificate issued in respect of it) and no person will be liable for so treating the holder. 4 STAMP DUTIES AND TAXES 4.1 STAMP DUTIES: The Company will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, payable in respect of the creation, issue and offering of the Bonds, the execution or delivery of this Trust Deed and the deposit of Certificates, the conversion of Tranche B Bonds into Shares, and the issue of Shares following such conversion. The Company will also indemnify the Trustee and the Bondholders from and against all stamp, issue, registration, documentary or other like taxes paid by any of them in any jurisdiction in connection with any action taken by or on behalf of the Trustee or, as the case may be, (where entitled under Condition 18 to do so) the Bondholders to enforce the obligations of the Company under this Trust Deed or the Bonds. 4.2 CHANGE OF TAXING JURISDICTION: If the Company is or becomes subject generally to the taxing jurisdiction of any territory or any authority of or in that territory having power to tax other than or in addition to the Cayman Islands or any such authority of or in such territory imposes taxes, duties, assessments or governmental charges of whatever nature with respect to this Trust Deed or the Bonds then the Company will (upon request by the Trustee) give to the Trustee an undertaking satisfactory to the Trustee in terms and manner corresponding to the terms of Condition 11, with the substitution for, or (as the case may require) the addition to, the references in that Condition to the Cayman Islands of references to that other or additional territory or authority to whose taxing jurisdiction the Company is or has become so subject or which has imposed such taxes, duties, assessments or governmental charges. In such event this Trust Deed and the Bonds will be read accordingly. 5 FURTHER ISSUES 5.1 LIBERTY TO CREATE: The Company may from time to time with the consent of the Bondholders create and issue further bonds, notes or debentures (the "FURTHER BONDS") (whether in bearer or registered form) either having the same terms and conditions as the Bonds in all respects (save for the date of issue) and so that the same shall be consolidated and form a single series with the Bonds, or (in any case) upon such terms as to interest, subordination (if any), conversion, premium, redemption and otherwise as the Company may at the time of issue thereof determine. 5.2 MEANS OF CONSTITUTION: Any further bonds, notes or debentures created and issued pursuant to the provisions of Clause 5.1 above so as to form a single 6 series with the Bonds shall be constituted by a deed supplemental to this Trust Deed and any other further bonds, notes or debentures of any series created and issued pursuant to the provisions of Clause 5.1 above may (provided that such bonds, notes or debentures rank for payment to the same extent as the Bonds), with the consent of the Trustee, be so constituted. The Company shall prior to the issue of any Further Bonds to be so constituted execute and deliver to the Trustee a deed supplemental to this Trust Deed (if applicable duly stamped or denoted) and containing a covenant by the Company in the form mutatis mutandis of Clause 2 of this Trust Deed in relation to the principal and interest in respect of such Further Bonds and such other provisions (corresponding to any of the provisions contained in this Trust Deed) as the Trustee shall require. 5.3 NOTE OF SUPPLEMENTAL DEEDS: A memorandum of every such supplemental deed shall be endorsed by the Trustee on this Trust Deed and by the Company on the duplicate(s) of this Trust Deed. 5.4 NOTICE OF FURTHER ISSUES: Whenever it is proposed to create and issue any Further Bonds, the Company shall give to the Trustee not less than seven days' notice in writing of its intention to do so, stating the amount of Further Bonds proposed to be created or issued. 5.5 SEPARATE SERIES: Any Further Bonds not forming a single series with the Bonds shall form a separate series and accordingly, unless for any purpose the Trustee in its absolute discretion shall otherwise determine, the provisions of Clause 5.2 and of Clauses 4 and 6 to 19 (inclusive) (other than Clauses 16.1, 16.2 and 16.5) and Schedule 3 shall apply mutatis mutandis separately and independently to the Bonds of each series and in such Clauses and Schedule the expressions "BONDS" and "BONDHOLDERS" shall be construed accordingly. 6 COVENANTS RELATING TO THE SHARE CONVERSION The Company hereby undertakes to, and covenants with, the Trustee that the Company will, unless otherwise required by applicable laws and regulations, keep available, free from pre-emptive or other rights, out of its authorised but unissued share capital such number of Shares as would be required to be issued to Bondholders on conversion of all the Tranche B Bonds from time to time remaining outstanding and to satisfy in full all other rights of conversion into or exchange or subscription for Shares and shall ensure that (i) the Company will register the Notes Trustee or in any other case) such other person as advised by the Trustee as the holder of that number of Shares issuable upon conversion and (ii) all Shares so delivered upon conversion of Tranche B Bonds will be duly and validly issued as fully-paid and non-assessable and shall rank pari passu with and will be fully fungible with the Shares then outstanding. 7 THE SECURITY 7.1 APPOINTMENT OF TRUSTEE: the Trustee is hereby appointed to act as trustee, agent, administrator and, to the extent required by applicable law, attorney for 7 the purpose of holding on trust, executing, accepting, administering and enforcing the security created under CB Security Documents for and on behalf of the Bondholders. 7.2 TRUST: The Trustee accepts its appointment as a trustee, agent and administrator of the CB Security Documents and declares that it shall hold such security for itself and on behalf of the Secured Creditors on the terms contained in this Trust Deed and shall have only those duties, obligations and responsibilities expressly specified in the CB Security Documents and this Trust Deed. 7.3 ADDITIONAL SECURITY. Subject to the provisions of this Trust Deed, the Trustee may from time to time accept as security the benefit of any additional security as may from time to time be granted to it as security for all obligations and amounts due under the CB Documents. 7.4 RELEASE OF SECURITY. On the irrevocable and unconditional payment or discharge by or on behalf of the Company of all sums due under this Trust Deed and the Bonds and the Company certifying such events to the Trustee, the Trustee shall, at the request and cost of the Company, release and cancel the security created under the CB Security Documents and procure the reassignment to the relevant party of the property and assets assigned to the Trustee pursuant to the CB Security Documents as soon as reasonably practicable. 7.5 NO INDEPENDENT POWER. Bondholders shall not have any independent power to enforce, or have recourse to, any of the CB Security Documents or to exercise any rights or powers arising under the CB Security Documents except through the Trustee unless the Trustee, having been obligated to do so and indemnified and/or secured to its satisfaction, fails to do so within a reasonable time and such failure is continuing. 7.6 NO RESPONSIBILITY TO PERFECT SECURITY. The Trustee shall not be liable for any failure, omission or defect (save arising from its own gross negligence, fraud or wilful misconduct) in perfecting or protecting its rights under the CB Security Documents or the priority of such security, including, without limitation, failure to: 7.6.1 require the deposit with it of any deed or document certifying, representing or constituting the title of the Company to any of such security; 7.6.2 obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any of the CB Security Documents; 7.6.3 register, file or record or otherwise protect any security (or the priority of any security) under any applicable laws in any jurisdiction or to give 8 notice to any person of the execution of any of the CB Security Documents; 7.6.4 take, or to require Company to take, any steps to perfect its title to any of the assets subject to the CB Security Documents or to render any security effective or to secure the creation of any ancillary security interest under the laws of any jurisdiction; or 7.6.5 require any further assurances in relation to any of the CB Security Documents. 7.7 ENFORCEMENT OF THE SECURITY 7.7.1 Upon the occurrence of an Event of Default which is continuing, the Trustee shall be entitled to do any of the acts and things listed in Schedule 4 (Trustee's Powers in Relation to the Security), including but not limited to, taking any steps necessary or required to enforce or collect or require the enforcement or collection of any of the security under the CB Security Documents (including the crystallisation of any floating charge forming part of such security). 7.7.2 Sections 93 and 103 of the Law of Property Act 1925 shall not apply hereto, but the powers of sale, calling in, collection and appointment of a receiver and other powers conferred upon a mortgagee by Sections 101 and 106 of the said Law of Property Act 1925 shall apply hereto. 7.7.3 By way of security the Company hereby appoints and constitutes the Trustee as its true and lawful attorney with full power in the name and on behalf of the Company to do, following an Event of Default which is continuing any of the acts and things listed in Schedule 4 (Trustee's Powers in Relation to the Security) and with full power for any such attorney to sub-delegate any of such powers including the power to sub-delegate. 7.7.4 In order to facilitate the enforcement by the Trustee at any time after the occurrence and continuation of an Event of Default of the any security, the company hereby irrevocably appoints and constitutes the Trustee as its true and lawful attorney with full power in the name and on behalf of the Company, or otherwise: (i) to request, require, demand, receive, compound, give receipts and discharges for, settle and compromise any and all sums and claims for money due and to become due under or in respect of the any security and all other rights and obligations arising in respect thereof; (ii) to endorse any cheques or other instruments or orders in that connection; 9 (iii) to file any claim, to take any action or institute any proceeding which the Trustee may deem to be necessary or advisable in connection therewith either in its own name or in the name of the Company; (iv) to execute any documents and to do anything which the Trustee deems to be necessary or desirable hereunder or thereunder, and with full power to delegate any of the rights and powers hereby conferred upon it; and (v) without prejudice to the generality of the foregoing, to exercise all or any of the powers or rights which but for the creation of any security would have been powers or rights of the Company in relation to the CB Security Documents in such manner as it may consider expedient. 7.8 DISCHARGE. Upon any sale, calling in, collection, conversion or enforcement as provided in Clause 7.7 (Enforcement of the Security) and upon any other dealing or transaction under the provisions contained in this Trust Deed, the receipt of the Trustee for the purchase money of the assets sold and for any other moneys paid to it shall effectually discharge the purchaser or other person paying the same and such purchaser or other person shall not be responsible for the application of such moneys. 7.9 FURTHER ASSURANCE. The Company shall at its own cost and expense execute and do all such assurances, acts and things as the Trustee may reasonably require (including, without limitation, the giving of notices of charge or assignment and the effecting of filings or registrations in any jurisdiction) for perfecting or protecting any security and from time to time and at any time after any security or any part thereof has become enforceable shall execute and do all such assurances, acts and things as the Trustee may reasonably require for facilitating the realisation of, or enforcement of rights in respect of, all or any of the security under the CB Security Documents. For the purposes of this Clause 7.9, a certificate in writing signed by the Trustee to the effect that any particular assurance or thing required by it is reasonably required shall be conclusive evidence of the fact. 7.10 LIABILITY OF THE TRUSTEE. The Trustee shall not by reason of taking possession of all or any of the security or any other reason whatsoever and whether as mortgagee in possession or on any other basis whatsoever be liable to account for anything except actual receipts or be liable for any loss or damage arising from realisation of, or enforcement of rights in respect of any security or any other property, assets, rights or undertakings of whatsoever nature whether or not owned by the Company or any other person or in which the Company or such other person has an interest, from any act, default or omission in relation to the any security or any other property, assets, rights or undertakings of whatsoever nature whether or not owned by the Company or any other person or in which the Company or such other person has an interest, or from any 10 exercise or non-exercise by it of any power, authority or discretion conferred upon it in relation to all or any security or any other property, assets, rights or undertakings of whatsoever nature whether or not owned by the Company or any other person or in which the Company or such other person has an interest, by or pursuant to this Trust Deed. 7.11 POWERS ADDITIONAL TO LPA 1925. The powers conferred by this Trust Deed on the Trustee shall be in addition to and not in substitution for the powers conferred on mortgagees or receivers under the Law of Property Act 1925 and the Insolvency Act 1986 and where there is any ambiguity or conflict between the powers contained in such Act and those conferred by this Trust Deed the terms of this Trust Deed shall prevail. 7.12 DEALINGS WITH THE TRUSTEE. No person dealing with the Trustee shall be concerned to enquire whether any event has happened upon which any of the powers, authorities and discretions conferred by or pursuant to this Trust Deed in relation to any property, assets or undertaking are or may be exercisable by the Trustee or otherwise as to the propriety or regularity of acts purporting or intended to be in exercise of any such powers, authorities or discretions and all the protections of purchasers contained in Sections 106 and 107 of the Law of Property Act 1925 shall apply to any person purchasing from or dealing with the Trustee in like manner as if the statutory powers of sale in relation to such property, assets or undertaking had not been varied or extended by this Trust Deed. 8 APPLICATION OF MONEYS RECEIVED BY THE TRUSTEE 8.1 DECLARATION OF TRUST: All moneys received by the Trustee in respect of the Bonds, the realisation of the security created under the CB Security Documents or amounts payable under this Trust Deed will, despite any appropriation of all or part of them by the Company, be held by the Trustee upon trust to apply them (subject to Clause 8.2): 8.1.1 first, in payment or satisfaction of all costs, charges, expenses and liabilities incurred by the Trustee (including remuneration payable to the Trustee) in carrying out its functions under this Trust Deed; 8.1.2 secondly, in payment of any interest owing in respect of the Bonds (on a pari passu and rateable basis); 8.1.3 thirdly, in payment of any other amounts (including principal and premium) owing in respect of the Bonds pari passu and rateably; and 8.1.4 fourthly, in payment of any balance (if any) to the Company for itself. If the Trustee holds any moneys in respect of Bonds in respect of which claims have become prescribed under Condition 14, such moneys will be returned to the Company. 11 8.2 ACCUMULATION: If the amount of the moneys at any time available for payment in respect of the Bonds under Clause 8.1 is less than 10 per cent. of (i) interest due under the Bonds or (ii) the principal amount of the Bonds then outstanding, the Trustee may, at its discretion, invest such moneys. The Trustee may retain such investments and accumulate the resulting income until the investments and the accumulations, together with any other funds for the time being under its control and available for such payment, amount to at least 10 per cent. of (i) interest due under the Bonds or (ii) the principal amount of the Bonds then outstanding as the case may be, and then such investments, accumulations and funds (after deduction of, or provision for, any applicable taxes) will be applied as specified in Clause 8.1. 8.3 INVESTMENT: Moneys held by the Trustee may, in the Trustee's absolute discretion, be invested in its name or under its control in any investments or other assets anywhere whether or not they produce income, or deposited in its name or under its control at such bank or other financial institution in such currency as the Trustee may, in its absolute discretion, think fit and the Trustee may at any time vary or transfer any of such investments for or into other such investments or convert any moneys so deposited into any other currency. If that bank or institution is the Trustee or a subsidiary, holding or associated company of the Trustee, it need only account for an amount of interest calculated by reference to the rate of interest which at the relevant time would be payable by it on such a deposit to an independent customer. The Trustee may at any time vary or transpose any such investments or assets or convert any moneys so deposited into any other currency, and will not be responsible for any resulting loss, whether by depreciation in value, change in exchange rates or otherwise. 9 COVENANTS So long as any Bond is outstanding, the Company will comply with all covenants contained in the Conditions. 10 REMUNERATION AND INDEMNIFICATION OF THE TRUSTEE 10.1 NORMAL REMUNERATION: So long as any Bond is outstanding, the Company will pay the Trustee as remuneration for its services as Trustee such sum on such dates in each case as they may from time to time agree, which sums, for the avoidance of doubt, shall be paid free and clear of deduction and withholding on account of taxation. Such remuneration will accrue from day to day from the date of this Trust Deed and shall be payable in priority to payments to the Bondholders. 10.2 EXTRA REMUNERATION: If a Default shall have occurred, or if the Trustee finds it expedient or necessary (acting reasonably), or the Trustee is requested by the Company to undertake duties which they both agree to be of an exceptional nature or otherwise outside the scope of the Trustee's normal duties under this Trust Deed, the Company will pay such additional remuneration as they may 12 agree or, failing agreement as to any of the matters in this Clause (or as to such sums referred to in Clause 10.1), as determined by a merchant or investment bank (acting as an expert) selected by the Trustee and approved by the Company or, failing such approval, nominated by the President for the time being of The Law Society of England and Wales. The expenses involved in such nomination and such merchant or investment bank's fee will be paid by the Company, which sums, for the avoidance of doubt, shall be paid free and clear of deduction and withholding on account of taxation. The determination of such merchant or investment bank will (in the absence of manifest error) be conclusive and binding on the Company, the Trustee and the Bondholders. 10.3 EXPENSES: The Company will on demand by the Trustee pay or discharge all costs, charges, liabilities and expenses properly incurred by the Trustee in the preparation and execution of this Trust Deed and the performance of its functions under, and in any other manner in relation to, this Trust Deed, the Agency Agreement and the Conditions including, but not limited to, expenses incurred seeking appropriate legal or financial advice to discharge its duties in accordance with the Conditions, legal and travelling expenses and any stamp, documentary or other taxes or duties paid or payable by the Trustee in connection with any action or legal proceedings brought or contemplated by the Trustee against the Company to enforce any provision of this Trust Deed or the Bonds. Such costs, charges, liabilities and expenses will: 10.3.1 in the case of payments made by the Trustee before such demand carry interest from the date of the demand at the rate of two per cent. per annum over the overnight rate of Deutsche Bank AG. on the date on which the Trustee made such payments; and 10.3.2 in other cases carry interest at such rate from 15 days after the date of the demand or (where the demand specifies that payment is to be made on an earlier date) from such earlier date. 10.4 INDEMNITY: The Company shall indemnify (to the extent not compensated pursuant to Clause 10.3 above) the Trustee in respect of all Amounts or Claims paid or incurred by it in the carrying out of its functions (including, but not limited to, (i) any Agent/Delegate Liabilities and (ii) in respect of defending any Amounts or Claims brought against the Trustee or in respect of any Agent/Delegate Liabilities). The Company shall promptly following demand by such agent or delegate indemnify it against such Agent/Delegate Liabilities. In this Clause 10.4, "AMOUNTS OR CLAIMS" are losses, liabilities, costs, claims, actions, demands or expenses (other than claims which arise from the willful default, gross negligence or fraud of the Trustee); and "AGENT/DELEGATE LIABILITIES" are Amounts or Claims which the Trustee is or would be obliged to pay or reimburse to any of its agents or delegates appointed pursuant to this Trust Deed. The Contracts (Rights of Third Parties) Act 1999 applies to this Clause 10.4. 13 10.5 CONTINUING EFFECT: Clauses 10.3 and 10.4 will continue in full force and effect as regards the Trustee even if it no longer is Trustee or the Bonds are no longer outstanding or this Trust Deed has been discharged. 11 PROVISIONS SUPPLEMENTAL TO THE TRUSTEE ACT 1925 AND THE TRUSTEE ACT 2000 By way of supplement to the Trustee Act 1925 and the Trustee Act 2000 it is expressly declared as follows: 11.1 ADVICE: The Trustee may in relation to this Trust Deed act on the opinion or advice of, or a certificate or any information obtained from any lawyer, valuer, surveyor, broker, auctioneer, accountant or other expert (including the Manager) whether obtained by it, the Company or any Agent or any other person and which advice, opinion, certificate or information may be provided on such terms (including as to limitations on liability) as the Trustee may consider in its sole discretion to be consistent with the prevailing market practice in relation thereto and will not be responsible to anyone for any loss occasioned by so acting. Any such opinion, advice, certificate or information may be sent or obtained by letter, telex or fax and the Trustee will not be liable to anyone for acting in good faith on any opinion, advice, certificate or information purporting to be conveyed by such means even if it contains some error or is not authentic. 11.2 TRUSTEE TO ASSUME DUE PERFORMANCE: The Trustee need not notify anyone of the execution of this Trust Deed or do anything to find out if an Event of Default or Potential Event of Default has occurred. Until it has actual knowledge or express notice in writing from the Company to the contrary, the Trustee may assume that no such event has occurred and that the Company is performing all its obligations under this Trust Deed and the Bonds, and no event has happened as a consequence of which any of the Bonds may become repayable. 11.3 RESOLUTIONS OF BONDHOLDERS: The Trustee will not be responsible for having acted in good faith upon a resolution in writing purporting to have been signed by the requisite Bondholders or upon a resolution purporting to have been passed at a meeting of Bondholders in respect of which minutes have been made and signed, even if it is later found that there was a defect in the constitution of the meeting or the passing of the resolution or that the resolution was not valid or binding on the Bondholders. 11.4 CERTIFICATE SIGNED BY DIRECTOR AND/OR AUTHORISED OFFICER: If the Trustee, in the exercise of its functions, requires to be satisfied or to have information as to any fact or the expediency of any act, it may call for and accept as sufficient evidence of that fact or the expediency of that act a certificate signed by one Director and/or Authorised Officer of the Company as to that fact or to the effect that, in their opinion, that act is expedient and the Trustee need not call for further evidence and will not be responsible for any loss occasioned by acting on such a certificate. 14 11.5 DEPOSIT OF DOCUMENTS: The Trustee may deposit this Trust Deed and any other documents in any part of the world with any bank or entity whose business includes the safe custody of documents or with any lawyer or firm of lawyers believed by it to be of good repute and may pay all sums due in respect thereof and the Trustee shall not be responsible for or required to insure against any loss incurred in connection with such deposit. 11.6 DISCRETION: Save as expressly provided in this Trust Deed, the Trustee will have absolute and uncontrolled discretion as to the exercise or non-exercise of its functions and will not be responsible for any loss, liability, cost, claim, action, demand, expense or inconvenience which may result from their exercise or non-exercise. Whenever in this Trust Deed, the Agency Agreement or by law, the Trustee shall have discretion or permissive power it may decline to exercise the same in the absence of approval by the Bondholders and need not exercise the same unless it has been indemnified and/or provided with security to its satisfaction. 11.7 AGENTS: Whenever it considers it reasonably expedient in the interests of the Bondholders, the Trustee may (after prior consultation with the Company where, in the reasonable opinion of the Trustee, so to do would be both practicable and not materially prejudicial to the interests of the Bondholders), in the conduct of its trust business, instead of acting personally, employ and pay an agent selected by it, whether or not a lawyer or other professional person (including the Manager), to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee (including the receipt and payment of money). The Trustee will not be responsible to anyone for any misconduct or omission by any such agent so employed by it or be bound to supervise the proceedings or acts of any such agent. 11.8 DELEGATION: Whenever it reasonably considers it expedient in the interests of the Bondholders, the Trustee may delegate to any person on any terms (including power to delegate) all or any of its functions. Any such delegation may be by power of attorney or in such other manner as the Trustee may reasonably think fit and subject to such regulation as the Trustee may think fit. The Trustee shall exercise reasonable care in its appointment of any delegate on the terms of this Clause 11.8 (Delegation). Provided it has exercised such reasonable care, the Trustee will not have any obligation to notify anyone of such appointment or to supervise such delegate or be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of any misconduct or default by any such delegate or sub-delegate. The Trustee will not have any obligation to supervise such delegate or be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of any misconduct or default by any such delegate. Without prejudice to the generality of the foregoing, the Trustee shall be entitled at any time following an Event of Default which is continuing to appoint an agent (subject to the provisions of applicable law) in the name and on behalf of the Company. 15 11.9 CONFIDENTIALITY: Unless ordered to do so by a court of competent jurisdiction the Trustee shall not be required to disclose to any Bondholder any confidential financial or other information made available to the Trustee by the Company and no Bondholder shall be entitled to take any action to obtain from the Trustee any such information. 11.10 DETERMINATIONS CONCLUSIVE: As between itself and the Bondholders the Trustee may determine all questions and doubts arising in relation to any of the provisions of this Trust Deed. Such determinations, whether made upon such a question actually raised or implied in the acts or proceedings of the Trustee, will be conclusive and shall bind the Trustee and the Bondholders. 11.11 CURRENCY CONVERSION: Where it is necessary or desirable to convert any sum from one currency to another, it will (unless otherwise provided hereby or required by law) be converted at such rate or rates, in accordance with such method and as at such date as may be specified by the Trustee in its absolute discretion but having regard to current rates of exchange, if available offered by Deutsche Bank AG. Any rate, method and date so specified will be binding on the Company and the Bondholders. 11.12 EVENTS OF DEFAULT: The Trustee may determine whether or not a Default is in its opinion capable of remedy and/or materially prejudicial to the interests of the Bondholders. Any such determination and any determination as to materiality required of it will be conclusive and binding on the Company and the Bondholders. 11.13 PAYMENT FOR BONDS: The Trustee will not be responsible for the receipt or application by the Company of the proceeds of the issue of the Bonds or the delivery of Certificates to the persons entitled to them. 11.14 BONDS HELD BY THE COMPANY ETC.: In the absence of actual knowledge or express notice to the contrary, the Trustee may assume without enquiry that no Bonds are for the time being held beneficially by or on behalf of the Company or its Subsidiaries. 11.15 THE SHARES: The Trustee shall have no duty or responsibility at any time in respect of the validity or value (or the kind or amount) of the Shares or any other property which may at any time be issued on the conversion of any Bond or the sale or other disposal of any Shares. The Trustee shall not be responsible for any failure of the Company to make available any Shares, share certificates or any other securities or property or make any payment on the conversion of any Bond. 11.16 RESPONSIBILITY: The Trustee assumes no responsibility for the correctness of Recital (A), any representation or warranty given by any person in this Trust Deed, nor shall the Trustee by the execution of this Trust Deed be deemed to make any representation as to the validity, sufficiency or enforceability of this Trust Deed or any part hereof. 16 11.17 ACTION BY THE TRUSTEE: Notwithstanding anything else contained in this Trust Deed the Trustee shall not be required to take any action prior to making any declaration under Condition 12 that the Bonds are immediately due and payable (save that it will procure notice to be given to the Bondholders of any Event of Default of which it has actual knowledge or express notice) if such action would require the Trustee to incur any expenditure or other financial liability or risk its own funds (including obtaining any advice which it might otherwise have thought appropriate to obtain). The Trustee shall not be under any obligation to act following an Event of Default unless it shall have been indemnified to its satisfaction. 11.18 CONSOLIDATION, AMALGAMATION ETC.: The Trustee shall not be responsible for any consolidation, amalgamation, merger, reconstruction or scheme of the Company or any sale or transfer of all or substantially all of the assets of the Company or the form or substance of any plan relating thereto or the consequences thereof to any Bondholder. 11.19 BONDS AND DOCUMENTS: The Trustee shall not be liable to the Company or any Bondholder if it has accepted as valid or has not rejected any Certificate purporting to be such and subsequently found to be forged or not authentic, nor shall it be liable for any action taken or omitted to be taken in reliance on any document, certificate or communication believed by it to be genuine and to have been presented or signed by the proper parties, including, for the avoidance of doubt, the Register. 11.20 CONSENT: Any consent given by the Trustee for the purposes of this Trust Deed may be given on such terms and subject to such conditions (if any) as the Trustee thinks fit. 11.21 TRUSTEE'S FUNDS: Nothing herein shall be construed to require the Trustee to expend or risk its own funds in the discharge or its duties and responsibilities hereunder. 11.22 TRANSACTIONS WITH THE COMPANY: Nothing herein shall prevent the Trustee from entering into financial transactions with the Company. 11.23 INTERESTS OF BONDHOLDERS: In connection with the exercise of its powers, trusts, authorities or discretions (including, but not limited to, those in relation to any proposed modifications, waiver or authorisation of any breach or proposed breach of any of the Conditions or any of the provisions of this Trust Deed), the Trustee shall have regard to the general interests of the Bondholders as a class and shall not have regard to any interest arising from circumstances particular to individual Bondholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of such exercise for individual Bondholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or otherwise to the tax consequences thereof and the Trustee shall not 17 be entitled to require, nor shall any Bondholder be entitled to claim from the Company or the Trustee, any indemnification or payment in respect of any tax consequence of any such exercise upon individual Bondholders except to the extent provided for in any undertakings given in addition thereto or in substitution therefor pursuant to this Trust Deed. 11.24 ACTION CONTRARY TO LAW ETC. The Trustee may refrain from doing anything in any jurisdiction if doing the relevant thing in that jurisdiction would, in its opinion based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, of England, or would otherwise render it liable to any person in that jurisdiction or England or if, in its opinion based upon such legal advice, it would not have power to do the relevant thing in that jurisdiction by virtue of any applicable law in that jurisdiction or in England or if it is determined by any court or other competent authority in that jurisdiction or in England that it does not have such power. 12 TRUSTEE LIABLE FOR NEGLIGENCE The duty of care that applies to a trustee under Section 2 of the Trustee Act 2000 shall not apply to the Trustee. For the avoidance of doubt, (a) the Trustee may retain or invest in securities payable to bearer without appointing a person to act as custodian and (b) the application of Sections 22 or 23 of the Trustee Act 2000 is inconsistent with the terms of this Trust Deed. Subject thereto, if the Trustee fails to show the degree of care and diligence required of it as trustee having regard to the provisions hereof, nothing in this Trust Deed shall relieve or indemnify it from or against any liability which by any rule of law would otherwise attach to it in respect of any negligence, default, breach of duty or breach of trust of which it may be guilty in relation to its duties under this Trust Deed. 13 WAIVER AND PROOF OF DEFAULT 13.1 WAIVER: The Trustee may, without the consent of the Bondholders and without prejudice to its rights in respect of any subsequent breach, from time to time and at any time, if in its opinion the interests of the Bondholders will not be materially prejudiced thereby, waive or authorise, on such terms as seem expedient to it, any breach or proposed breach by the Company of the provisions of this Trust Deed or the Conditions or determine that a Default will not be treated as such provided that the Trustee will not do so in contravention of an express direction given by an Extraordinary Resolution or a request made pursuant to Condition 12. No such direction or request will affect a previous waiver, authorisation or determination. Any such waiver, authorisation or determination will be binding on the Bondholders and, if the Trustee so requires, will be notified to the Bondholders as soon as practicable. 13.2 PROOF OF DEFAULT: Proof that the Company has failed to pay a sum due to the holder of any one Bond will (unless the contrary be proved and in the absence 18 of manifest error) be sufficient evidence that it has made the same default as regards all other Bonds which are then payable. 14 TRUSTEE NOT PRECLUDED FROM ENTERING INTO CONTRACTS The Trustee may acquire, hold or dispose of any Bond or other security (or any interest therein) of the Company or any other person, may enter into or be interested in any contract or transaction with any such person and may act on, or as depositary or agent for, any committee or body of holders of any securities of any such person in each case with the same rights as it would have had if the Trustee were not acting as Trustee and need not account for any profit. 15 MODIFICATION The Trustee may agree without the consent of the Bondholders to any modification to this Trust Deed which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of law. The Trustee may also so agree to any modification to this Trust Deed or to any modification of Bondholders' conversion rights in respect of the Bonds which is in its opinion not materially prejudicial to the interests of the Bondholders, but such power does not extend to any such modification as is mentioned in the proviso to paragraph 15 of Schedule 3. Any such modification will be binding on the Bondholders and, if the Trustee so requires, will be notified to the Bondholders as soon as practicable. 16 APPOINTMENT, RETIREMENT AND REMOVAL OF THE TRUSTEE 16.1 APPOINTMENT: The Company has the power of appointing new trustees but no one may be so appointed unless previously approved by an Extraordinary Resolution. The Trustee will at all times be a trust corporation and may be the sole Trustee. Any appointment of a new Trustee will be notified by the Company to the Bondholders as soon as practicable. 16.2 RETIREMENT AND REMOVAL: Any Trustee may retire at any time on giving at least 60 days' advance written notice to the Company without giving any reason and without being responsible for any costs occasioned by such retirement or, the appointment of a new trustee which shall be borne by the Company. The Bondholders may by Extraordinary Resolution remove any Trustee provided that the retirement or removal of a sole trust corporation will not become effective until a trust corporation is appointed as successor Trustee. If a sole trust corporation gives notice of retirement or an Extraordinary Resolution is passed for its removal, the Company will use all reasonable endeavours to procure that another trust corporation be appointed as Trustee and if, after 60 days of such notice having been given the Company has failed to do so, the Trustee shall be entitled but not obliged to appoint another trust corporation selected by the Trustee as its successor. 16.3 CO-TRUSTEES: The Trustee may, despite Clause 16.1, by advance written notice to the Company appoint anyone to act as an additional Trustee jointly with the Trustee: 19 16.3.1 if the Trustee considers such appointment to be in the interests of the Bondholders; 16.3.2 to conform with any legal requirement, restriction or condition in a jurisdiction in which a particular act is to be performed; or 16.3.3 to obtain a judgment or to enforce a judgment or any provision of this Trust Deed in any jurisdiction. Subject to the provisions of this Trust Deed the Trustee may confer on any person so appointed such functions as it thinks fit (provided that such functions shall not extend beyond those functions empowered to the Trustee pursuant to this Trust Deed or the CB Security Documents). The Trustee may by written notice to the Company and that person remove that person. At the Trustee's request, the Company will forthwith do all things as may be required to perfect such appointment or removal and it irrevocably appoints the Trustee to be its attorney in its name and on its behalf to do so. The Trustee shall not be responsible for supervising any such additional trustee. 16.4 COMPETENCE OF A MAJORITY OF TRUSTEES: If there are more than two Trustees the majority of them will be competent to perform the Trustee's functions provided the majority includes a trust corporation. 16.5 SUCCESSOR: Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder (provided it is a trust corporation) without the execution of filing of any papers or any further act on the part of any of the parties hereto. 17 CURRENCY INDEMNITY 17.1 CURRENCY OF ACCOUNT AND PAYMENT: U.S. Dollars (the "CONTRACTUAL CURRENCY") is the sole currency of account and payment for all sums payable by the Company under or in connection with this Trust Deed and the Bonds, including damages. If any sum due from the Company in respect of the Bonds under the Trust Deed or any order or judgment given or made in relation thereto has to be converted from the currency (the "first currency") in which the same is payable under these Conditions or such order or judgment into another currency (the "second currency") for the purpose of (a) making or filing a claim or proof against the Company, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to the Bonds, the Company shall indemnify each Bondholder, on the written demand of such Bondholder addressed to the Company and delivered to the Company or to the specified office of the Registrar or any Paying and Transfer Agent with its specified office in London against any loss suffered as a result of any discrepancy between (i) the rate of 20 exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which such Bondholder may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. 17.2 INDEMNITIES SEPARATE: This indemnity and the indemnity in Clause 10.4 constitute separate and independent obligations from the other obligations in this Trust Deed, will each give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by the Trustee and/or any Bondholder and will continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Trust Deed and/or the Bonds or any judgment or order. No proof of actual loss may be required. 18 COMMUNICATIONS Any communication shall be in the English language, by letter sent by registered post or courier or by fax: in the case of the Company, to it at: No. 3055 Middle Fuxing Road Baoding People's Republic of China Fax no.: 86 312 3151 881 Attention: Conghui Liu and in the case of the Trustee, to it at: DB Trustees (Hong Kong) Limited 55/F Cheung Kong Center 2 Queen's Road Central Hong Kong Fax no.: 852-2203-7320 Attention: The Directors or to such other address or facsimile number as shall have been notified (in accordance with this Clause) to the other parties hereto. Communications will take effect, in the case of delivery, when delivered or, in the case of fax, at the time of despatch if the correct error-free transmission report is received provided that if such communication would take effect outside business hours in the place of receipt then it shall be deemed to be received on the next business day in the place of receipt. Any communication not by letter shall be confirmed by letter but failure to send or receive the letter of confirmation shall not invalidate the original communication. 21 19 GOVERNING LAW AND JURISDICTION 19.1 GOVERNING LAW: This Trust Deed shall be governed by and construed in accordance with English law. 19.2 JURISDICTION: The Company agrees for the benefit of the Trustee that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings arising out of or in connection with this Trust Deed ("PROCEEDINGS") and, for such purposes, irrevocably submits to the jurisdiction of such courts. 19.3 NON-EXCLUSIVITY. The submission to the jurisdiction of the court of England shall not (and shall not be construed so as to) limit the right of the Trustee to take Proceedings in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by law. 19.4 SERVICE OF PROCESS: The Company irrevocably appoints Law Debenture Corporate Services Limited currently at Fifth Floor, 100 Wood Street, London EC2V 7EX as its authorised agent for service of process in England. The Company will procure that, so long as any of the Bonds is outstanding, there shall be in force an appointment of such a person with an office in England with authority to accept service as aforesaid on behalf of the Company and shall notify the Trustee of any such new appointment and, failing such appointment and notification within 15 days after demand by or on behalf of the Trustee, the Trustee shall be entitled by notice to the Company to appoint such person. Nothing herein shall affect the right to serve process in any other manner permitted by law. 19.5 CONSENT TO ENFORCEMENT: The Company irrevocably consents generally to the giving of any relief or the issue of any process in connection with any Proceedings, including (without limitation) the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment or award which may be made or given in such Proceedings or arbitral proceedings. 20 COUNTERPARTS This Trust Deed may be executed in counterparts which when taken together shall constitute one and the same document. 22 SCHEDULE 1 FORM OF CERTIFICATE FOR DEFINITIVE TRANCHE A BONDS -------------------------------------------------- [IDENTIFYING NUMBER] YINGLI GREEN ENERGY HOLDING COMPANY LIMITED. (INCORPORATED WITH LIMITED LIABILITY UNDER THE LAWS OF THE CAYMAN ISLANDS) US$38,000,000 TRANCHE A BONDS DUE 2008 The Tranche A Bond or Tranche A Bonds in respect of which this Certificate is issued, the identifying numbers of which are noted below, are in registered form and form part of a series designated as specified in the title (the "TRANCHE A BONDS") of Yingli Green Energy Holding Company Limited. (the "COMPANY") and constituted by the Trust Deed referred to on the reverse hereof. The Tranche A Bonds are subject to, and have the benefit of, that Trust Deed and the terms and conditions (the "CONDITIONS") set out on the reverse hereof. The Company hereby certifies that [ ] of [ ] is, at the date hereof, entered in the register of Bondholders as the holder of Tranche A Bonds in the principal amount of US$-([ ] United States Dollars). For value received, the Company promises to pay the person who appears at the relevant time on the register of Bondholders as holder of the Tranche A Bonds in respect of which this Certificate is issued such amount or amounts as shall become due in respect of such Tranche A Bonds and otherwise to comply with the Conditions. This Certificate is evidence of entitlement only. Title to the Tranche A Bonds passes only on due registration on the register of Bondholders and only the duly registered holder is entitled to payments on Tranche A Bonds in respect of which this Certificate is issued. This Certificate shall not be valid for any purpose until authenticated by or on behalf of the Registrar. The Certificate is governed by, and shall be construed in accordance with, English law. IN WITNESS whereof the Company has caused this Certificate to be signed on its behalf. YINGLI GREEN ENERGY HOLDING COMPANY LIMITED. - ----------------------------------- Name: Director / Authorised Officer 23 ISSUED ON [-] NOVEMBER 2006 AUTHENTICATED FOR AND ON BEHALF OF DEUTSCHE BANK AG, HONG KONG BRANCH as registrar without recourse, warranty or liability By: .................. [manual signature] (duly authorised) 24 TERMS AND CONDITIONS OF THE TRANCHE A BONDS The following terms and conditions (except for the sentences in italics) will be endorsed on the Certificates issued in respect of the Tranche A Bonds: The issue of US$38,000,000 Bonds due 2008 (the "TRANCHE A BONDS", which expression shall include any additional Tranche A Bonds issued pursuant to the Trust Deed (as defined below)), of Yingli Green Energy Holding Company Limited. (the "COMPANY") was authorised by resolutions of the Board of Directors of the Company adopted on or about 13 November 2006 and by the shareholders of the Company by way of unanimous written resolutions adopted on or about 13 November 2006. The Tranche A Bonds are constituted by a trust deed (the "TRUST DEED") to be dated on or about 13 November 2006 and made between the Company and DB Trustees (Hong Kong) Limited as Trustee (the "TRUSTEE", which term includes any additional or successor trustee under the Trust Deed) for the holders of the Tranche A Bonds (the "BONDHOLDERS"). The Company has entered into a paying and conversion agency agreement (the "AGENCY AGREEMENT") to be dated on or about 13 November 2006 with the Trustee, Deutsche Bank AG as the principal paying and transfer agent and as registrar (together the "AGENTS") in relation to the Tranche A Bonds. The registrar, principal paying and conversion agent, paying agents and transfer agents for the time being are referred to below as the "REGISTRAR", the "PRINCIPAL AGENT", the "PAYING AGENTS" (which expression shall include the Principal Agent), and the "TRANSFER AGENTS" (which expression shall include the Principal Agent) respectively. The statements in these Terms and Conditions (the "CONDITIONS") include summaries of, and are subject to, the detailed provisions of the Trust Deed and the Agency Agreement. Copies of the Trust Deed and the Agency Agreement are available for inspection at the registered office of the Trustee being at the date hereof at 55/F Cheung Kong Center, 2 Queen's Road Central, Hong Kong and at the specified offices of each of the Agents. The Bondholders are entitled to the benefit of the Trust Deed and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Agency Agreement. 1. STATUS (a) The Tranche A Bonds constitute direct, unconditional, unsubordinated and secured senior obligations of the Company and rank pari passu among themselves. (b) The obligations of the Company under the Tranche A Bonds and the Trust Deed are secured under the security created in favour of the Trustee under the following security documents (the "CB SECURITY DOCUMENTS"); (i) a pledge in favour of the Trustee over 100% of the Company's shareholding in Baoding Tianwei Yingli New Energy Resources Company Limited ("TYNER"); and (ii) a fixed and floating charge over all assets of the Company including (without limitation) an assignment of the YGEH Account. 25 In certain circumstances, the Trustee can (subject to it being indemnified and/or secured to its satisfaction) exercise certain of its powers under the Trust Deed (including those arising in connection with the CB Security Documents) to take proceedings to enforce the obligations of the Company thereunder. 2. FORM AND DENOMINATION The Tranche A Bonds are issued in registered form in the denomination of US$500,000 each and in integral multiples thereof. A bond certificate (each a "CERTIFICATE") will be issued to each Bondholder in respect of its registered holding of Tranche A Bonds. Each Tranche A Bond and each Certificate will have an identifying number which will be recorded on the relevant Certificate and in the register of Bondholders which the Company will procure to be kept by the Registrar. 3. TITLE Title to the Tranche A Bonds passes only by transfer and registration in the register of Bondholders. The holder of any Tranche A Bond will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the holder. In these Conditions, "BONDHOLDERS" and (in relation to a Tranche A Bond) "HOLDER" means the person in whose name a Tranche A Bond is registered. 4. TRANSFERS OF TRANCHE A BONDS; ISSUE OF CERTIFICATES (A) TRANSFERS A Tranche A Bond may be transferred by depositing the Certificate issued in respect of that Tranche A Bond, with the form of transfer on the back duly completed and signed, at the specified office of the Registrar or any of the Transfer Agents. (B) DELIVERY OF NEW CERTIFICATES Each new Certificate to be issued upon any transfer of Tranche A Bonds will, within five business days of receipt by the relevant Transfer Agent of the form of transfer, be mailed by uninsured mail at the risk of the holder entitled to the relavant Tranche A Bond to the address specified in the form of transfer. For the purposes of this Condition 5, "BUSINESS DAY" shall mean a day (other than a Saturday or Sunday) on which banks are open for business in London, Singapore and Hong Kong and the city in which the specified office of the Transfer Agent with whom the form of transfer deposited in connection with the transfer is located. Where some but not all the Tranche A Bonds in respect of which a Certificate is issued are to be transferred or repurchased, a new Certificate in respect of the Tranche A Bonds not so transferred or repurchased will, within five business days of deposit or surrender of the original Certificate with or to the relevant Transfer Agent, Paying Agent or Conversion Agent, be mailed by uninsured mail at the risk of the holder of the Tranche A 26 Bonds not so transferred or repurchased to the address of such holder appearing on the register of Bondholders. (C) FORMALITIES FREE OF CHARGE Registration of any transfer of Tranche A Bonds and issuance of new Certificates will be effected without charge by or on behalf of the Company or any of the Agents, subject to payment (or the giving of such indemnity as the Company or any of the Agents may require) in respect of any tax or other governmental charges which may be imposed in relation to it. (D) NO TRANSFER PERIODS No Bondholder may require the transfer of a Tranche A Bond to be registered (i) during the period of 15 days ending on (and including) the due date for any payment of principal, premium, if any, or interest on such Tranche A Bond; or (ii) during the period of seven days ending on (and including) the dates for redemption pursuant to Conditions 10(B) and 10(C). (E) REGULATIONS All transfers of Tranche A Bonds and entries on the register of Bondholders will be made subject to the detailed regulations concerning transfer of Tranche A Bonds set forth in the Agency Agreement. The regulations may be changed by the Company, with the prior written approval of the Trustee and the Registrar. A copy of the current regulations will be mailed (at the Company's expense) by the Registrar to any Bondholder who asks for one. 5. REPRESENTATIONS AND WARRANTIES The Company in respect of itself and its Subsidiaries represents and warrants to the Trustee and to each Bondholder that on the date hereof, on the date of issuance of the Bonds and (except in the case of Conditions 5.6(A), 5.6(B), 5.9, 5.14, 5.15, 5.19, 5.20, 5.21, 5.22(C), 5.22(E), 5.24 and 5.25) on each Interest Payment Date during the period that the Bonds remain outstanding (with reference to the facts then subsisting), except for the Exceptions (but without prejudice to the Company's obligations under Condition 6.3.12): 5.1 DULY INCORPORATED The Company and each of its Subsidiaries is a company duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; and each of them has full power and authority to conduct its business and is lawfully qualified to do business in those jurisdictions in which business is conducted by it. 5.2 DOCUMENTS DULY AUTHORISED Each of this Trust Deed and the other Transaction Documents has been duly authorised, executed and delivered by the Group members party thereto, has been duly authorised by each such Group member, and on and from the date of issuance of the Bonds will constitute valid and legally binding obligations of such Group member, enforceable 27 against such Group member in accordance with their terms (save as otherwise specified in the Legal Opinions). 5.3 SECURITY DULY AUTHORISED The security interests created or to be created pursuant to the Initial Security Documents has been duly authorised by each of the Group members party thereto and, when the relevant Security Documents have been executed and delivered, will constitute valid and legally binding obligations of each of them, enforceable (subject to the approval of the Hebei Provincial Commercial Bureau to the PRC Share Pledges, the registration of the PRC Share Pledges with the local Administration of Industry and Commerce and recording of the PRC Share Pledges on the shareholder register of TYNER) against them in accordance with their terms, and confer on the Security Trustee the Security as contemplated therein (save as otherwise specified in the Legal Opinions). 5.4 NO CONSENTS No consent, clearance, approval, authorisation, order, registration or qualification of or with any court, governmental agency or regulatory body or any other Person is or was required and no other action or thing is required to be taken, fulfilled or done for the issue or offer of the Notes, the creation of the security contemplated in the Security Documents, the acquisition by MLS of 100% of the shares of the Issuer, the IPO Event (other than Authorizations required by the competent authorities of the United States or such other jurisdiction of the exchange on which the IPO Event is to occur, and save as specified in the Legal Opinions), the acquisition of the Company's initial stake in TYNER from Baoding Yingli Group Company Limited, the injection of additional equity capital into TYNER by the Company, the giving of the PRC Share Pledges, the execution of the Existing Joint Venture Agreement, Equity Purchase Agreement and Series A Agreements, or the consummation of the other transactions contemplated by the Transaction Documents, other than (a) those that have already been duly obtained, including any such actions as may be required to be obtained from the Ministry of Commerce, the State Administration of Industry and Commerce, State Administration of Foreign Exchange, the State-owned Asset Supervision and Administrative Committee, the State Tax Bureau (whether under SAFE Circular 75, the Provisions on the Merger and Acquisition of Domestic Enterprises by Foreign Investors, or otherwise, and whether at the national or the local levels of such bodies), any Group member, or any other Person party to any of the Transaction Documents or Material Contracts or any other Person having jurisdiction over such Person (including the Shanghai Stock Exchange or any shareholder of Baobian), without any further requirement including (without limitation) as to anti-dilutive or pre-emptive rights of other Persons, (b) (i) the issuance of the capital verification report and business licence relating to the Initial Equity Injection, the First Equity Injection and the Second Equity Injection, and (ii) the approvals of the Baoding State-owned Assets Supervision and Administration Committee and the Hebei Provincial Commercial Bureau (or in respect of the Second Equity Injection, the Ministry of Commerce, as the case may be), registration with the Baoding Administration of Industry and Commerce in relation to the First Equity Injection and the Second Equity Injection, and (c) Authorizations required under PRC law to be obtained in connection with the registration (as noted in Condition 5.3), actual foreclosure or other transfer of the shares subject to the PRC Share Pledges. 28 5.5 NO CONFLICT The execution and delivery of the Transaction Documents, the issue or offer of the Bonds, the creation of the security contemplated in the Security Documents, the consummation of the transactions herein and therein contemplated and compliance with the terms hereof and thereof, do not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon the property of any Group member pursuant to the documents constituting any of the Group members, or any indenture, trust deed, mortgage, any Material Contract, or other agreement or instrument to which any of them is a party or by which any of them or any of their properties are bound, or infringe any existing applicable law, rule, regulation, judgment order, authorisation or decree of any government, governmental body or court, domestic or foreign, having jurisdiction over any of them or any of their properties or assets or infringe the rules of any stock exchange on which securities of any of them are listed, in each case where such conflict, breach, default, creation or imposition would have or would be reasonably likely to have a Material Adverse Effect. 5.6 FINANCIAL STATEMENTS (a) The unaudited consolidated financial statements of TYNER for each of the years ended 31 December 2003, 31 December 2004 and 31 December 2005 and for the 6 months period ended 30 June 2006 were delivered at or prior to the Issue Date and were in accordance with GAAP consistently applied and fairly present the consolidated financial position of TYNER as at the relevant dates and the consolidated results of operations and changes in financial position of TYNER for the periods in respect of which they have been prepared; and (b) since December 31, 2005 up to the Issue Date, there has been no Material Adverse Effect. 5.7 TITLE TO PROPERTIES The Company and its Subsidiaries have good and marketable title to all real properties and good and marketable title to all other properties and assets owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them and the Company and its Subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them where failure to comply with any of the foregoing would have or would be reasonably likely to have a Material Adverse Effect. 5.8 LICENCES The Company and its Subsidiaries possess all certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit, in each case where failure to comply with any of the foregoing would have or would be reasonably likely to have a Material Adverse Effect. 29 5.9 SHAREHOLDINGS Subject only to the security rights created or to be created under the Initial Security Documents, (i) the Issuer is the legal and beneficial owner of 88.1% of the issued share capital of, and voting rights in, the Company (on a Fully Diluted Basis) and (ii) before and after giving effect to the Initial Equity Injection, the Company will be the legal and beneficial owner of 51% and 53.98% respectively of the issued equity capital of, and a majority of the voting rights in, TYNER (on a Fully Diluted Basis). The Company has contributed the amount of US$17,000,000 for purposes of the Initial Equity Injection and the Company and TYNER are in the process of obtaining the capital verification and renewal of final business licence in relation thereto. 5.10 INTELLECTUAL PROPERTY The Company and its Subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, "INTELLECTUAL PROPERTY RIGHTS") which is material to the business of the Group (taken as a whole). 5.11 ENVIRONMENTAL COMPLIANCE Neither the Company nor any of its Subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws where this would have or would be reasonably likely to have a Material Adverse Effect. 5.12 NO PROCEEDINGS There are no pending disputes (including labour disputes), actions, suits or proceedings against or affecting (or to the best of the knowledge of the Issuer), threatened or contemplated against the Company or any of its Subsidiaries or any of their respective properties, in each case which if adversely determined are reasonably likely to have a Material Adverse Effect. 5.13 NO DEFAULT No Default has occurred and is continuing or would be continuing immediately following the issue of the Bonds. 30 5.14 STAMP DUTY Under the laws of the CI, BVI and the PRC, it is not necessary that any CI, BVI or PRC stamp, registration or similar tax, stamp duty or similar levy be paid on or in relation to the issue of the Bonds or any of the Transaction Documents. 5.15 NO WITHHOLDING All payments by the Company or any other Group member under any Transaction Document to which it is a party may be made free and clear of, and without withholding or deduction for or on account of, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the CI, BVI or the PRC or any political sub-division or any authority thereof or therein having power to tax. 5.16 PRIVATE ACTS The entry into and performance of the Transaction Documents are private commercial acts of the Company and each Group member party thereto and none of them will be entitled to any immunity from suit, execution or other legal process in respect thereof. 5.17 COMPLIANCE WITH LAWS/NO VIOLATION The Company and each Group member is in compliance in all respects with, and the performance of the Company and each Group member of their respective obligations under the Transaction Documents to which it is party will not be in breach of, all applicable provisions of the laws and regulations of the CI, BVI and the PRC (including, without limitation, anti-money laundering and anti-corruption laws and regulations), none of the Company or any Group member is in violation of its charter or by-laws or similar organizational documents, and none of them is in default and no event has occurred that, with notice or lapse of time or both, would constitute such a default in the due performance or observance of any term, covenant or condition contained in any trust deed, mortgage, deed of trust, loan agreement or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the property or assets of any of them is subject, in each case where failure to comply with any of the foregoing would have or would be reasonably likely to have a Material Adverse Effect. 5.18 GOVERNING LAW Save as specified in the Legal Opinions, in any proceedings taken in the CI, BVI, United Kingdom, Hong Kong or the PRC in relation to such of the Transaction Documents expressed to be governed by English, CI, BVI or PRC law, respectively, the choice of English law, CI law, BVI law or PRC law, as the case may be, as the governing law of such Transaction Document will be recognised and enforced in the CI, BVI or the PRC, as appropriate after compliance with the applicable procedural rules in the CI, BVI or the PRC, as the case may be. 31 5.19 RULES AND REGULATIONS ENFORCED BY THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY (THE "OFAC REGULATIONS") The Company's use of the proceeds from the offer and sale of the Bonds will not conflict with, or result in a breach or violation of, the OFAC Regulations by any of the parties to this Agreement and neither the Bonds, any Group member nor any director, officer, agent or employee of any of them, has been designated a sanctioned person under the OFAC Regulations. 5.20 INVESTMENT COMPANY Neither the Company nor any of its Subsidiaries is an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the US Investment Company Act of 1940 (the "INVESTMENT COMPANY ACT"); and the Company is not and, after giving effect to the offering and sale of the Bonds and the application of the proceeds thereof, will not be an "investment company" as defined in the Investment Company Act. 5.21 REGULATION S The Company is a "foreign issuer" (as such term is defined in Regulation S) which reasonably believes that there is no "substantial U.S. market interest" (as such term is defined in Regulation S) in the Company 's securities and the Company has implemented the necessary "offering restrictions" (as such term is defined in Regulation S). 5.22 TAXES, ACCOUNTING CONTROLS, SOLVENCY, DISCLOSURE, FOREIGN EXCHANGE CONTROLS (a) Save for any taxes which are unpaid or being contested in good faith but in each case for which adequate reserves have been established in accordance with GAAP, the Company and its Subsidiaries have paid all national, provincial, state, local and foreign taxes and filed all tax returns required to be paid or filed to the date hereof; there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its Subsidiaries or any of their respective properties or assets, where failure to comply would have or would be reasonably likely to have a Material Adverse Effect. (b) The Company and its Subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) On and immediately after the date of issuance of the Bonds, the Company and its Subsidiaries (after giving effect to the issuance of the Bonds and the other transactions related thereto) will be Solvent. As used in this Clause, the term 32 "Solvent" means, with respect to a particular date, that on such date: (i) the present fair market value (or present fair saleable value) of the respective assets of the Company and its Subsidiaries is not less than the total amount required to pay each of their respective liabilities on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and its Subsidiaries are able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming closing of the issuance of the Bonds, the Company and its Subsidiaries are not incurring debts or liabilities beyond their ability to pay as such debts and liabilities mature; (iv) the Company and its Subsidiaries are not engaged in any business or transaction, and do not propose to engage in any business or transaction, for which their respective properties would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which they are engaged; and (v) neither the Company nor any of its Subsidiaries is a defendant in any civil action that would result in a judgment that it is or would be unable to satisfy. (d) The information (including, without limitation, the information listed in Schedule 8 of the Notes Trust Deed) provided in writing by or on behalf of the Company and its Subsidiaries in connection with the transactions contemplated hereby was, at the date of its provision, true, complete and accurate in all material respects and did not contain any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) There is nothing under applicable PRC law (other than the requirement to establish and maintain a reserve fund and workers' bonus and staff welfare fund and enterprise development fund from TYNER's after-tax profits) that restricts TYNER from remitting the full amount of its distributable profits that were earned for any period, together with retained earnings of prior periods, as at the end of such period, to the Company (and the other shareholder(s) of TYNER) as and when determined by its board of directors. 5.23 NO INDEBTEDNESS There is no Indebtedness for borrowed money owing by the Company other than pursuant to or contemplated under the Transaction Documents. Since its incorporation, the Company has not engaged in any business or incurred any liabilities other than the holding of its investment in the capital of TYNER and those activities customarily undertaken by such a holding company holding such an investment. 5.24 OPTIONS OR CALLS FOR SHARES Other than pursuant to the Series A Agreements, the Existing Joint Venture Agreement, the Existing FOTIC Agreement and the Transaction Documents, there is no agreement or commitment outstanding which calls for the allotment, issue, transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares of the Company or any of its Subsidiaries. 33 5.25 RAISING PRIVATE EQUITY The Company is in discussions with certain third parties with a view to raising further private equity in the region of US$80 million within the next few months in anticipation of a possible IPO Event in 2007. 6. COVENANTS 6.1 FINANCIAL AND OTHER INFORMATION 6.1.1 FINANCIAL STATEMENTS The Company shall procure that the Trustee is supplied with: (A) as soon as the same are available and in any event within 180 days of the end of its financial year for 2006, the audited financial statements of TYNER for each of the years ended 31 December 2003, 31 December 2004 and 31 December 2005, for the 6 months period ended 30 June 2006, and for the year ended 31 December 2006, in each case prepared and audited by KPMG Huazhen; (B) as soon as the same are available (and in any event within 120 days of the end of each of its other financial years), its audited Consolidated financial statements for that financial year; (C) as soon as the same are available (and in any event, within 45 days of the end of each of its financial quarters ending in December 2006, March 2007, June 2007 and September 2007, but within 30 days of the end of each of its financial quarters thereafter) (i) its unaudited Consolidated quarterly management financial statements for that financial quarter, and (ii) its unaudited quarterly stand-alone management financial statements of each Subsidiary Operating Company for that financial quarter; (D) together with any financial statements specified in paragraphs (A) to (C) above, an Officers' Certificate of the Company: (i) confirming that no Default is outstanding or if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it; and (ii) setting out in reasonable detail computations establishing, as at the date of such financial statements, whether each of the financial ratios set out in Condition 6.2 were complied with; and (E) within ten (10) days after the occurrence of such event, information with respect to: (i) any change in the independent Auditors or registered public accountants of the Company or any of its Subsidiaries (unless such information has already been provided pursuant to Condition 6.4.13); and (ii) any acquisition or disposal deemed material in accordance with GAAP. 34 6.1.2 REQUIREMENTS AS TO FINANCIAL STATEMENTS Each set of financial statements delivered pursuant to Condition 6.1.1(A) and (B) shall be certified by an Officer's Certificate of the Company, stating that such financial statements have been prepared in accordance with GAAP and (if audited) presenting a true and fair view of or (if quarterly unaudited) fairly presenting the Company's Consolidated financial condition or such Subsidiary Operating Company's stand-alone financial condition, as the case may be, as at the date to which they were drawn up for the relevant period, subject in the case of quarterly financial statements to normal year end adjustments. 6.1.3 NOTIFICATION OF DEFAULT (A) The Company shall notify the Trustee of any Default (describing in reasonable detail what the Default is, its causes (so far as known to the Company) and the steps, if any, being taken or proposed to be taken to remedy it) promptly upon becoming aware of its occurrence. (B) Promptly upon a request by the Trustee, the Company shall supply to the Trustee an Officers' Certificate on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it). 6.1.4 NOTICES TO BONDHOLDERS The Company shall send to the Trustee not less than 14 days (or such shorter period as may be agreed by the Trustee) prior to the date of publication the form of each notice to be given to Bondholders pursuant to any Transaction Document and, once given, two copies of each such notice, such notice to be in a form approved by the Trustee. 6.1.5 CHANGE IN AGENTS The Company shall give at least 14 days' prior notice to the Bondholders of any future appointment, resignation or removal of an Agent or of any change by an Agent of its specified office and not make any such appointment or removal without the Trustee's written approval. 6.1.6 NOTES The Company shall send to the Trustee as soon as reasonably practicable after being so requested by the Trustee a certificate of the Company, signed by one of its authorised signatories stating the number of Bonds held at the date of such certificate by or on behalf of the Company or its Subsidiaries or any Affiliate. 6.1.7 PROVISION OF CERTAIN CORPORATE ACTIONS The Company shall provide the Trustee with copies of every balance sheet, profit & loss account, report, circular and notice of meeting and every other document issued or sent to shareholders or holders of securities of the Company or TYNER promptly after the issue or publication thereof. 35 6.1.8 [INTENTIONALLY OMITTED.] 6.1.9 INFORMATION The Company shall notify the Trustee of the date of any IPO Event as soon as practicable, and shall from time to time give or procure to be given to each of the Trustee and the Security Trustee such opinions, certificates, information and evidence regarding the financial conditions, assets and operations of the Company and its Subsidiaries as the Trustee or Security Trustee shall reasonably require and in such form as it shall reasonably require for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under the Trust Deed and other Transaction Documents or by operation of law. 6.2 FINANCIAL COVENANTS The Company will procure that at the end of each Ratio Period ending on each 31 March, 30 June, 30 September and 31 December of each year, commencing with the Ratio Period ending on 30 June 2007, its: (A) ratio of Current Assets to Current Liabilities shall be equal to or less than 3.40 (as at the end of the Ratio Periods ending 30 June 2007 and 30 September 2007) or 2.75 (as at the end of the Ratio Periods ending 31 December 2007 and 31 March 2008) or 2.50 (as at the end of the Ratio Periods ending after 31 March 2008); (B) ratio of Consolidated EBITDA to Consolidated Interest Expense shall be more than or equal to 5.00 (as at the end of any Ratio Period); (C) ratio of Consolidated Cash Flow From Operations to Consolidated Total Debt shall be more than or equal to 10% (as at the end of the Ratio Periods ending 30 June 2007 and 30 September 2007) or 15% (as at the end of the Ratio Period ending 31 December 2007) or 30% (as at the end of the Ratio Period ending 31 March 2008) or 50% (as at the end of the Ratio Periods ending after 31 March 2008); (D) Ratio of Consolidated Total Debt to Consolidated EBITDA shall be less than or equal to 2.75 (as at the end of the Ratio Period ending 30 June 2007) or 2.00 (as at the end of the Ratio Period ending 30 September 2007) or 1.75 (as at the end of the Ratio Periods ending 31 December 2007 and 31 March 2008) or 1.50 (as at the end of the Ratio Periods ending after 31 March 2008); and (E) ratio of Consolidated Total Debt to Shareholders' Equity shall be less than or equal to 1.25 (as at the end of the Ratio Periods ending 30 June 2007 and 30 September 2007) or 1.00 (as at the end of the Ratio Periods ending after 30 September 2007). 6.3 POSITIVE UNDERTAKINGS 6.3.1 USE OF PROCEEDS (A) The Company agrees and acknowledges that the net proceeds (after giving effect to all obligations of the Issuer in connection with the payment of fees, discounts, 36 expenses and other transaction costs in relation thereto) of the issue of the Notes by the Issuer will be used by the Issuer to purchase all the Bonds to be issued by the Company. (B) The Company shall procure that the net proceeds (the "NET PROCEEDS") of the issue of the Bonds (after giving effect to all obligations of the Company in connection with the payment of fees, discounts, expenses and other transaction costs in relation thereto) will be used by the Company as follows: (i) up to US$62,000,000 shall be deposited into the YGEH Account. Subject to satisfaction of the relevant conditions, and in the amounts and at the times, specified in the First Escrow Agreement, such amount may be transferred from the YGEH Account to the PRC Account and subject to (C) below, shall be used for purposes of the Company's equity injection into TYNER which will increase the Company's equity in TYNER from 53.98% to 62.13% on a Fully Diluted Basis after giving effect to such equity injection (the "FIRST EQUITY INJECTION"); (ii) up to US$17,000,000 shall be deposited into the YGEH Account. Subject to satisfaction of the relevant conditions, and in the amounts and at the times, specified in the First Escrow Agreement, such amount may be transferred from the YGEH Account to the PRC Account and subject to (C) below, shall be used for purposes of an equity injection by the Company into TYNER which will increase the Company's equity in TYNER from 62.13% to the relevant percentage of equity in TYNER (the "SECOND EQUITY INJECTION"); (iii) US$4,500,000 shall be deposited into the YGEH Account, and such amount shall be applied towards payment of interest by the Company under the Bonds in respect of the first three interest periods under the Bonds, which interest shall at the relevant times be paid into the account of the principal paying and transfer agent for the Notes referred to in Clause 8.2 of the Notes Agency Agreement; and (iv) the balance (if any) will be applied towards the general operating expenses of the Company. (C) Subject to the satisfaction of the relevant conditions, and in the amounts and at the times, specified in the Second Escrow Agreement, the monies in the PRC Account shall be released from the PRC Account and the Company shall procure that such monies, being proceeds of the First Equity Injection and Second Equity Injection respectively, shall be applied by TYNER towards (i) capital expenditure in connection with the phase III expansion of its photovoltaic manufacturing operations and (ii) making down payments for long-term raw material supply contracts. 6.3.2 APPROVALS AND CONSENTS The Company shall, and shall procure that each of the Subsidiary Operating Companies shall, maintain, obtain and promptly renew from time to time when necessary all such Authorisations as may be required under any applicable law or regulation and are 37 material so as to enable it to carry on its business or to perform its respective obligations under the Bonds and the Trust Deed and the other Transaction Documents in all material respects or as may be required for the validity or enforceability of the Bonds and the Trust Deed and other Transaction Documents and will comply with all the terms of the same. 6.3.3 PAYMENT OF TAXES AND OTHER CLAIMS The Company shall pay or discharge or cause to be paid or discharged, on or before the date the same shall become due and payable, (1) all Taxes, assessments and governmental charges levied or imposed upon the Company and each of the Subsidiary Operating Companies shown to be due on any return of the Company or each of the Subsidiary Operating Companies and (2) all lawful claims for labour, materials and supplies, which, if unpaid, would by law become a Lien upon the property of the Company or any Subsidiary Operating Company; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such Tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings properly instituted and diligently conducted and in respect of which appropriate reserves are being maintained in accordance with GAAP or where the failure to pay or discharge would not or would not be reasonably expected to have a Material Adverse Effect. 6.3.4 MAINTENANCE OF PROPERTIES The Company shall cause all material properties owned by the Company and each of the Subsidiary Operating Companies or used or held for use in the conduct of its business or the business of each of the Subsidiary Operating Companies to be maintained and kept in reasonably good condition, repair and working order (ordinary wear and tear excepted) and supplied with all reasonably necessary equipment and will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the reasonable judgment of the Company or any Subsidiary Operating Company (as the case may be) may be consistent with sound business practice and necessary so that the business carried on in connection therewith may be properly conducted or where a failure to so maintain would have or would be reasonably expected to have a Material Adverse Effect. 6.3.5 MAINTENANCE OF INSURANCE The Company shall, and shall procure that each of the Subsidiary Operating Companies at all times keep all of its properties which are of an insurable nature insured with reputable insurers against loss or damage to the extent that property of similar character is usually so insured by corporations similarly situated, owning like properties in the same general geographic areas in which it operates and operating businesses similar to that carried on by the Company or the relevant Subsidiary Operating Company. 6.3.6 ENVIRONMENTAL MATTERS The Company shall, and shall procure that each of the Subsidiary Operating Companies will (i) obtain and maintain all requisite Environmental Licences, (ii) comply with the terms and conditions of all Environmental Licences applicable to it, and (iii) comply with all other applicable Environmental Law, in each case where failure to do so would or is reasonably likely to have a Material Adverse Effect. 38 6.3.7 BOOKS OF ACCOUNT The Company shall keep, and shall procure that each of the Subsidiary Operating Companies keeps, proper books of account and so far as permitted by applicable law, allow, and procure that each of them will allow, the Trustee and anyone appointed by it, access to its books of account at all times and (except after the occurrence of a Default) following the giving of reasonable notice during normal business hours. 6.3.8 AGENCY AGREEMENT The Company shall comply with and perform all its material obligations under the Agency Agreement (including, without limitation, maintaining a Principal Paying Agent and a Registrar at all times) and shall not make any amendment or modification to such Agreement (other than amendments of a minor or administrative nature or to correct a manifest error) without the prior written approval of the Trustee. 6.3.9 PERFORMANCE OF CONTRACTS The Company will and will procure that each of itself and TYNER will (a) perform its material obligations under the Material Contracts and (b) use reasonable efforts to enforce the respective obligations of each counterparty to such contracts. 6.3.10 SECURITY OVER SHARES The Company shall ensure at all times that: (A) the equity in TYNER held by the Company pledged in favour of the Trustee shall be 100% of all equity in TYNER owned by the Company and shall not be less than, or represent, 50% (on a Fully Diluted Basis) of the total equity interest, and voting rights, in TYNER; and (B) (i) the Initial PRC Share Pledge shall be executed as a condition to the release of funds in accordance with the First Escrow Agreement, (ii) the First PRC Share Pledge shall be executed within 30 days after deposit of the amount of the First Equity Injection into the PRC Account, (iii) the Second PRC Share Pledge shall be executed within 30 days after deposit of the amount of the Second Equity Injection into the PRC Account, and (iv) as and when the Company acquires additional shares or equity in TYNER, such additional shares or equity shall be charged or pledged as aforesaid in (A) above, as soon as practicable upon acquisition and in any case within 10 days thereof, and such security shall be perfected under applicable laws by no later than 30 days from such acquisition. 6.3.11 CAPITAL VERIFICATION The Company shall ensure that the capital verification of TYNER, in connection with the First Equity Injection and Second Equity Injection respectively, shall be completed and the relevant capital verification report by a certified public accounting firm in the PRC shall be issued and a new business licence based on such capital verification report from the local Administration of Industry and Commerce shall be issued, in each case within 30 days from 39 the date that the relevant amounts for the First Equity Injection and Second Equity Injection respectively have been credited into the PRC Account in accordance with Condition 6.3.1(B). The Company shall, within the time frame stated in the foregoing, deliver to the Trustee an Officer's Certificate stating that the foregoing requirements have been satisfied, and shall provide the Trustee with such information as the Trustee (acting on the advice of the Manager) may require. Such certificate will be accompanied by an opinion of independent PRC counsel acceptable to the Trustee acting on the advice of the Manager that confirms the legal substance of such certificate. 6.3.12 CURE (A) The Company shall procure that each of the Subsidiary Operating Companies (as the case may be) obtains, each of the items referred to in the Exceptions by no later than by the relevant dates specified in the definition of Exceptions, and shall deliver to the Trustee evidence of the same promptly thereafter, provided that failure to obtain any item referred to in the Exceptions by the relevant date shall only constitute an Event of Default if the Bondholders so decide pursuant to an Extraordinary Resolution. (B) The Company shall procure that (i) the approval of the Hebei Provincial Commercial Bureau, the registration with the Baoding Administration of Industry and Commerce and recording on the shareholder register of TYNER of the Initial PRC Share Pledge be duly obtained within 30 days of the Issue Date, (ii) the approval of the Baoding State-owned Assets Supervision and Administration Committee, the approval of the Hebei Provincial Commercial Bureau, and registration with the Baoding Administration of Industry and Commerce, in relation to the First Equity Injection are duly obtained within 30 days after deposit of the amount of the First Equity Injection into the PRC Account, (iii) the approval of the Hebei Provincial Commercial Bureau, registration with the Baoding Administration of Industry and Commerce, and recording on the shareholder register of TYNER, of the First PRC Share Pledge are duly obtained within 30 days after deposit of the amount of the First Equity Injection into the PRC Account, (iv) the approval of the Baoding State-owned Assets Supervision and Administration Committee, the approval of the Hebei Provincial Commercial Bureau, and registration with the Baoding Administration of Industry and Commerce, in relation to the Second Equity Injection are duly obtained within 30 days after deposit of the amount of the Second Equity Injection into the PRC Account, and (v) the approval of the Hebei Provincial Commercial Bureau, registration with the Baoding Administration of Industry and Commerce, and recording on the shareholder register of TYNER, of the Second PRC Share Pledge are duly obtained within 30 days after deposit of the amount of the Second Equity Injection into the PRC Account. 6.3.13 DIVIDEND POLICY The Company shall and shall procure that each of TYNER and its Subsidiaries shall adopt and implement a dividend policy consistent with ensuring that the Company's payment obligations under the Bonds and the Issuer's payment obligations under the Notes are met in full and on a timely basis and that TYNER make all applications, filings, registrations and/or 40 notifications and obtain any approvals necessary or advisable in connection with such payment to the tax and foreign exchange control authorities in the PRC. 6.3.14 DIRECTORS UNDERTAKING The Company shall procure that each of the directors of TYNER appointed by the Company shall have executed the Directors Undertaking on or before the date of issuance of the Bonds, and shall procure that any replacement or new director of TYNER appointed by the Company (prior to the termination of the Directors Undertaking) shall execute a deed of undertaking (substantially in the form of the Directors Undertaking) promptly upon becoming a director in TYNER. 6.3.15 INTERIM STATEMENTS The financial statements referred to in Condition 5.6(A) ("INTERIM STATEMENTS") shall be substantially similar to the audited financial statements for the relevant period ("FINAL STATEMENTS") to be delivered pursuant to Condition 6.1.1(A) and: (A) the Consolidated Net Income for each of the years ended 31 December 2003, 31 December 2004 and 31 December 2005, as stated in the Final Statements, shall not be less than the Consolidated Net Income stated in the corresponding Interim Statements by more than 10%; and (B) the Consolidated Net Income for the 6 months period ending 30 June 2006, as stated in the Final Statements, shall not be less than the Consolidated Net Income stated in the corresponding Interim Statements by more than 15%. 6.4 NEGATIVE UNDERTAKINGS 6.4.1 NEGATIVE PLEDGE The Company shall not, and shall not allow any of its Subsidiaries, without the prior written consent of the Trustee acting on the instruction of the Bondholders (pursuant to an Extraordinary Resolution), to directly or indirectly create or permit to subsist any Lien over all or any of its present or future revenues or assets other than a Lien which: (A) arises by operation of Law; (B) relates to a banker's right of set-off or netting arrangement which arises by operation of Law; (C) arises in respect of any judgment or award for which an appeal or proceedings for review are being pursued in good faith and in respect of which not more than 30 days have elapsed without a stay of execution in respect thereof having been granted, provided that (i) the affected Group member shall have established such reserves as may be required under GAAP in respect of such judgment or award or (ii) the liability in respect of such judgment or award shall be fully insured and the insurer shall not have denied coverage; 41 (D) arises in respect of Taxes which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; or (E) arises, is created or subsists pursuant to any Transaction Documents. 6.4.2 IMPAIRMENT OF SECURITY INTERESTS The Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Trustee acting on the instruction of the Bondholders (pursuant to an Extraordinary Resolution), directly or indirectly take or omit to take any action which action or omission could reasonably be expected to have the result of adversely affecting or impairing the security granted over the Collateral pursuant to the Security Documents in favour of the Security Trustee, other than as expressly contemplated by the Trust Deed or the Security Documents. 6.4.3 INVESTMENTS, LOANS AND GUARANTEES The Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Trustee acting on the instruction of the Bondholders (pursuant to an Extraordinary Resolution), directly or indirectly, lend money or credit or make advances to any Person, grant any credit or give any guarantee to any other Person, make any payment of principal of or interest on any loan that is subordinated to the indebtedness under the Notes and/or the Bonds, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract (all of the foregoing, collectively, "INVESTMENTS"), or otherwise own any Investment, other than: (A) Investments in existing Subsidiaries and Investments made in accordance with or contemplated under the provisions of the Transaction Documents (including, without limitation, pursuant to the Existing Joint Venture Agreement); (B) normal trade credit in the ordinary course of business and in line with general industry practice; (C) the Company or any of its Subsidiaries may (i) acquire and hold accounts receivables owing to any of them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, (ii) acquire and hold cash and cash equivalents, (iii) endorse negotiable instruments for collection in the ordinary course of business, (iv) make lease, utility and other similar deposits in the ordinary course of business and (v) enter into hedging arrangements on arms length commercial terms, inter alia, to protect the Company or such Subsidiary from fluctuations in the value of commodities, currency exchange rates or interest rates; (D) other Investments for strategic or operational purposes in companies or joint ventures not to exceed, in the aggregate (together with any Investments so made by the Issuer), the equivalent when made of US$10 million per annum; or 42 (E) guarantees of Financial Indebtedness permitted under Condition 6.4.4. 6.4.4 FINANCIAL INDEBTEDNESS The Company shall not, and shall procure that its Subsidiaries shall not, without the prior written consent of the Trustee acting on the instruction of the Bondholders (pursuant to an Extraordinary Resolution), incur, create or permit to subsist or have outstanding or make any payment (whether of principal, interest or otherwise) in respect of any Financial Indebtedness or enter into any agreement or arrangement whereby it is entitled to incur, create or permit to subsist any Financial Indebtedness other than: (A) pursuant to or contemplated under the Transaction Documents; (B) Indebtedness under hedging arrangements permitted under Condition 6.4.3(C) so long as Condition 6.2 is complied with after giving effect to such Indebtedness; (C) unsecured working capital facilities owed to any bank or financial institution (in each case other than an Affiliate) by a Subsidiary Operating Company, provided that Condition 6.2 is complied with after giving effect to such Indebtedness; (D) Indebtedness in respect of workers' compensation claims, self-insurance obligations, performance bonds, surety appeal or similar bonds and completion guarantees provided in the ordinary course of its business; (E) Indebtedness owed to any bank or financial institution (in each case not being an Affiliate) pursuant to acceptance bills issued by such bank or financial institution in the ordinary course of its business; and (F) loans incurred in the ordinary course of business provided to it by another Group member or an Affiliate. 6.4.5 RESTRICTED PAYMENTS (A) The Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Trustee acting on the instruction of the Bondholders (pursuant to an Extraordinary Resolution), directly or indirectly make any Restricted Payments other than Permitted Payments. (B) As used herein, a "Restricted Payment" means, in each case whether in cash, securities, property or otherwise: (i) any direct or indirect distribution, dividend or other payment on account of any class of its share capital or capital stock or other securities made by it to a Group member; (ii) any payment of principal of, or interest on, any loan made by it to any Group member; or (iii) any transfer of assets, loan or other payment made by it to any Group member. 43 (C) As used herein, a "Permitted Payment" means any distribution, dividend, transfer of assets, loan or other payment: (i) contemplated by the Transaction Documents including (without limitation) by the Company under the Bonds and pursuant to the CB Documents; (ii) by (x) the Company for the payment of dividends on YGEH Shares held by the Issuer and other shareholders of the Company on a pro rata basis and (y) TYNER for the payment of dividends on shares of TYNER held by the Company and other shareholders of TYNER on a pro rata basis; provided that any dividends payable or paid to the Issuer and/or the Company shall be credited to the Issuer Account and/or the YGEH Account respectively); (iii) by any Subsidiary of TYNER to TYNER; (iv) by any Subsidiary of TYNER to another Subsidiary of TYNER; (v) payments made pursuant to a transaction permitted under Clause 6.4.4(F) (vi) in relation to transactions carried out on bona fide arm's length commercial terms in the ordinary course of business; or (vii) being any payment owed to any Subsidiary Operating Company by another Subsidiary of the Company. 6.4.6 ASSET SALES The Company shall not, and shall procure that none of its Subsidiaries shall, without the prior written consent of the Trustee acting on the instruction of the Bondholders (pursuant to an Extraordinary Resolution), directly or indirectly, either in a single transaction or in a series of transactions, sell, transfer, lease or otherwise dispose of all or any part of its revenues, assets, shares, business or undertakings other than: 44 (A) leases, the disposal of trading assets or the expenditure of cash, in each case in the ordinary course of trade on arms' length terms; (B) the disposal of obsolete or surplus assets not required for the efficient operation of the business of the Company or such Subsidiaries, on arms' length terms; (C) disposals of assets in exchange for other assets comparable or superior as to type, value and quality; (D) a sale of YGEH Shares pursuant to the IPO Event, provided that the proceeds of any such sale by the Issuer are deposited into the Issuer Account; or (E) other disposals not exceeding, in the aggregate (together with disposals by the Issuer), US$3,000,000 per annum. 6.4.7 CHANGE OF BUSINESS The Company shall not, and shall procure that none of its Subsidiaries shall make any material change in the nature of its business or cease (or threaten to cease) any material part of its business, as carried on immediately prior to the date of the Trust Deed, in each case where this would result in a material change to the business of the Group taken as a whole. 6.4.8 MERGERS The Company shall not, and shall procure that none of its Subsidiaries shall, without the prior written consent of the Trustee acting on the instruction of the Bondholders (pursuant to an Extraordinary Resolution), amalgamate, consolidate or merge with any other Person, provided that any member of the Group may amalgamate, consolidate or merge with another member of the Group if there is no adverse effect on the security created by the Security Documents and no Default or Material Adverse Effect would arise as a result of such amalgamation, consolidation or merger. 6.4.9 DIVIDENDS AND OTHER SUBSIDIARY PAYMENTS The Company will not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Trustee acting on the instruction of the Bondholders (pursuant to an Extraordinary Resolution), directly or indirectly create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Company to: (A) pay dividends or make any other distributions on or in respect of its Capital Stock; (B) pay any Indebtedness or other obligations owed to the Company or any Subsidiary; (C) make loans or advances to the Company or any other Subsidiary of the Company; or (D) transfer any of its property or assets to the Company or any other Subsidiary of the Company. 45 The preceding provisions will not prohibit: (1) any Lien or restriction constituted by this Trust Deed or the other Transaction Documents; or (2) Liens or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order or required by any regulatory authorities. 6.4.10 CONSTITUTIVE DOCUMENTS, SECURITIES ISSUANCE The Company shall not, and shall procure that none of its Subsidiaries shall: (A) without the prior written consent of the Trustee (acting on the advice of the Manager), which consent shall not be unreasonably withheld, amend its constitutive documents in any way other than as required by the IPO Event or pursuant to any issuance of securities permitted under (B) below; or (B) issue securities, other than pursuant to the Initial Equity Injection, the First Equity Injection, the Second Equity Injection, or any Transaction Document, or any issue of securities by the Company, provided that in each case (i) at all times (both before and after such issuance) Condition 6.3.10 is complied with, and (ii) (other than pursuant to the Initial Equity Injection, the First Equity Injection and the Second Equity Injection) the Company shall have provided the Trustee with written notice of such issuance of securities at least 10 days prior to the proposed closing date of such transaction. 6.4.11 TRANSACTIONS WITH AFFILIATES The Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Trustee acting on the instruction of the Bondholders (pursuant to an Extraordinary Resolution), directly or indirectly enter into or conduct any transaction or a series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, the Company or any Subsidiary or Affiliate of the Company (an "AFFILIATE TRANSACTION"), other than: (A) pursuant to the Transaction Documents (including, without limitation, any Permitted Payment pursuant to Condition 6.4.5 or any Investment permitted to be made in accordance with Condition 6.4.3); or (B) any other Affiliate Transaction, if such transaction is on arm's-length terms. 6.4.12 BONDS AND OTHER TRANSACTION DOCUMENTS (A) The Company agrees and acknowledges that the Issuer shall comply with all requests and instructions of the Notes Trustee (acting on the advice of the Manager) relating to or in connection with the exercise and performance by the Issuer of all its rights and obligations under or pursuant to the Bonds and the CB Documents, including (without limitation) correspondence with and notices to the Company thereunder. 46 (B) The Company shall not, and shall procure that each other Group member shall not, directly or indirectly, supplement, amend, modify, waive, assign or transfer (or purport to do any of the foregoing in relation to) (save with respect to any amendment or waiver of a minor or administrative nature or which corrects a manifest error) any of the provisions of and rights and obligations under the CB Documents and any other Transaction Document to which it is a party, in each case without the prior written consent of the Trustee acting on the instruction of the Bondholders (pursuant to an Extraordinary Resolution). 6.4.13 FISCAL YEAR AND AUDITORS Without the consent of the Trustee (acting on the advice of the Manager), which consent shall not be unreasonably withheld, neither the Company nor any Subsidiary will change (i) its fiscal year or (ii) its auditors and any request for Trustee's consent to any change in its auditors shall only be to a firm of accountants belonging to the "Big 4" international accounting firms. 6.4.14 CAPITAL EXPENDITURE In the event that on the day following 9 months after the date of issue of the Notes, the IPO Event has not occurred, the Company shall not, and shall procure that its Subsidiaries shall not, without the prior written consent of the Trustee (acting on the advice of the Manager), incur any amount of Capital Expenditure relating to Stage 2 and/or Stage 3 of phase III of TYNER's construction expansion project unless it can demonstrate to the satisfaction of the Trustee (acting on the advice of the Manager) that TYNER has sufficient funds to ensure than all amounts of Capital Expenditure relating to Stage 2 and Stage 3 of phase III of such project will be met in full. 6.4.15 MATERIAL CONTRACTS The Company shall not, and shall procure that no Group member shall amend, supplement, supersede or waive any provisions of any Material Contract, or exercise any right to rescind, cancel or terminate any Material Contract, or waive any breach by any counterparty or consent to any act or omission which would otherwise constitute such a breach, in each case which would have or would be reasonably expected to have a Material Adverse Effect. In any case, the Company shall promptly notify the Trustee of any amendment, supplement, waiver, rescission, cancellation or termination of any provisions of any Material Contract. 7. DEFINITIONS Terms defined in the Notes Conditions and the Notes Trust Deed shall have the same meanings where used herein unless separately defined herein. "BONDHOLDERS" means the person(s) in whose names the Bonds are registered in the register of Bondholders; and the words "HOLDER" and "HOLDERS" and related expressions shall (where appropriate) be construed accordingly; 47 "DEBENTURE" means the Debenture dated as of 13 November 2006 between the Issuer and the Trustee. "NON-ASSESSABLE", in relation to securities, including the Shares, means that, when issued, those securities are not subject to any further calls by the Company for, or any other provisions which could require, further payments or contributions from their holders; "NOTES AGENCY AGREEMENT" means the Paying Agency Agreement dated as of 13 November 2006 among the Issuer, the Trustee and Deutsche Bank AG, Hong Kong Branch; "OUTSTANDING" means, in relation to the Bonds, all the Bonds issued except (a) those which have been redeemed in accordance with the Conditions, (b) those in respect of which the date for redemption has occurred and the redemption moneys and all accrued interest have been duly paid to or to the order of the Trustee as provided in Clause 2 or have been duly paid to the Principal Agent and remain available for payment following surrender of Certificates in respect of Bonds, (c) those in respect of which claims have become prescribed under Condition 14, (d) those which have been purchased and cancelled as provided in the Conditions, (e) those mutilated or defaced Certificates which have been surrendered in exchange for replacement Certificates pursuant to Condition 15, (f) for the purpose only of determining how many Bonds are outstanding and without prejudice to their status for any other purpose, those Certificates alleged to have been lost, stolen or destroyed and in respect of which replacement Certificates have been issued pursuant to Condition 15, and (g) those Tranche B Bonds which has been converted to Shares in accordance with Condition 10(C); provided that for the purposes of (1) ascertaining the right to attend and vote at any meeting of the Bondholders, (2) determining how many Bonds are outstanding for the purposes of Conditions 17 and 18 and Schedule 3, (3) the exercise of any discretion, power or authority which the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Bondholders, and (4) the certification (where relevant) by the Trustee as to whether a Potential Event of Default is in its opinion materially prejudicial to the interests of the Bondholders, those Bonds which are beneficially held by or on behalf of the Company or any of its Subsidiaries and Affiliates (other than the Initial Purchaser) and not yet cancelled shall be deemed not to remain outstanding; "PRINCIPAL AGENT" means the bank named as such in the Conditions or any Successor Principal Agent appointed under the Agency Agreement at its specified office; "SECURED CREDITOR" means the Trustee (for itself and as trustee for the holders of the Bonds) and their respective successors and assigns; "SHARES" means (a) shares of the class of share capital of the Company which, at the date of this Trust Deed, is designated as ordinary shares of US$0.01 each in the capital of the Company, together with shares of any class or classes resulting from any division, consolidation or re-classification thereof, which as between themselves have no preference in respect of dividends or of amounts payable in the event of any 48 voluntary or involuntary liquidation or winding-up of the Company, and (b) fully-paid and non-assessable shares of any class or classes of the share capital of the Company authorised after the date of this Trust Deed which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or winding-up of the Company; "SHAREHOLDER" means the person in whose name a Share is registered; "SPECIFIED OFFICE" means, in relation to an Agent the office identified with its name at the end of the Conditions or any other office approved by the Trustee and notified to the Bondholders; "TRANCHE A BONDS" means bonds in registered form comprising the US$38,000,000 bonds due 2008 constituted by this Trust Deed represented by the Tranche A Certificates and for the time being outstanding or, as the context may require, a specific number or principal amount of them and includes any replacement Certificates issued pursuant to the Conditions; "TRANCHE A CERTIFICATE" means a certificate, in or substantially in the form set out in Schedule 1, issued in the name of the holder of one or more Tranche A Bonds and includes any replacement Certificates issued pursuant to the Conditions; "TRANCHE B BONDS" means bonds in registered form comprising the US$47,000,000 bonds due 2008 constituted by this Trust Deed represented by the Tranche B Certificates and for the time being outstanding or, as the context may require, a specific number or principal amount of them and includes any replacement Certificates issued pursuant to the Conditions; and "TRANCHE B CERTIFICATE" means a certificate, in or substantially in the form set out in Schedule 2, issued in the name of the holder of one or more Tranche B Bonds and includes any replacement Certificates issued pursuant to the Conditions. 8. INTEREST (A) INTEREST ACCRUAL The Tranche A Bonds bear interest from 16 November 2006 (the "ISSUE DATE"), payable in arrears on each 16 February, 16 May, 16 August and 16 November in each year (each, an "INTEREST PAYMENT DATE"), subject as provided in Condition 9 (Payments); provided, however, that, if any Interest Payment Date would otherwise fall on a date which is not a Business Day, it will be postponed to the next Business Day unless it would thereby fall into the next calendar month, in which case it will be brought forward to the preceding Business Day. Each period beginning on (and including) the Issue Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called an "INTEREST PERIOD". (B) CESSATION OF INTEREST 49 Each Tranche A Bond will cease to bear interest from the due date for final redemption unless, upon due presentation, payment of principal is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition (after as well as before judgment) until the day on which all sums due in respect of such Tranche A Bond up to that day have been paid by the Company to the Principal Agent (or, for so long as the Bonds and/or Shares held by the Initial Purchaser are secured under the Debenture and the YGEH Share Charge, the Principal Agent for the Notes under the Notes Agency Agreement). (C) CALCULATION OF INTEREST RATE The rate of interest applicable to the Tranche A Bonds (the "RATE OF INTEREST") for each Interest Period will be determined by the Calculation Agent on the following basis: (i) the Calculation Agent will determine the British Bankers Association Interest Settlement Rate for deposits in U.S. dollars for a period equal to the relevant Interest Period which appears on the appropriate display page designated 3750 on the Bridge/Telerate service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying comparable rates) (the "SCREEN RATE") as of 12.00 noon (London time) on the second Business Day before the first day of the relevant Interest Period (the "INTEREST DETERMINATION DATE"); (ii) if such rate does not appear on that page on that time, the Calculation Agent will: (A) request the principal London office of each of four major banks in the London interbank market to provide a quotation of the rate at which deposits in U.S. dollars are offered by it in the London interbank market at approximately 12.00 noon (London time) on the Interest Determination Date to prime banks in the London interbank market for a period equal to the relevant Interest Period and in an amount that is representative for a single transaction in that market at that time; and (B) determine the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of such quotations; and (iii) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean (rounded, if necessary, as aforesaid) of the rates quoted by major banks in New York City, selected by the Calculation Agent, at approximately 11.00 a.m. (New York City time) on the first day of the relevant Interest Period for loans in U.S. dollars to leading European banks for a period equal to the relevant Interest Period and in an amount that is representative for a single transaction in that market at that time, and the Rate of Interest shall be the sum of (A)(1) 2.00 per cent. per annum (the "STAGE 1 MARGIN") in respect of each Interest Period prior to and including the Interest Period ending 50 on the Interest Payment Date falling in 16 August 2007 or (2) 4.00 per cent. per annum (the "STAGE 2 MARGIN") thereafter and (B) the Screen Rate or the arithmetic mean so determined in respect of each Interest Period thereafter; provided, however, that if the Agent Bank is unable to determine an arithmetic mean in accordance with the above provisions in relation to any Interest Period, the Rate of Interest applicable to the Notes during such Interest Period will be the sum of the Stage 1 Margin or the Stage 2 Margin, as the case may be, and the rate (or as the case may be) arithmetic mean last determined in relation to the Tranche B Bonds in respect of a preceding Interest Period. (D) CALCULATION OF INTEREST AMOUNT The Calculation Agent will, as soon as practicable after the Interest Determination Date in relation to each Interest Period, calculate the amount of interest (the "INTEREST AMOUNT") payable in respect of each Tranche B Bond for such Interest Period. The Interest Amount will be calculated by applying the Rate of Interest for such Interest Period to the principal amount outstanding of such Tranche B Bond during such Interest Period, multiplying the product by the actual number of days in such Interest Period divided by 360 and rounding the resulting figure to the nearest cent (half a cent being rounded upwards). (E) PUBLICATION OF INTEREST RATE The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, to be notified to the Paying Agents and to the Company as soon as practicable after such determination but in any event not later than the first day of the relevant Interest Period. Notice thereof shall also promptly be given to the Bondholders. The Calculation Agent will be entitled to recalculate any Interest Amount (on the basis of the foregoing provisions) without notice in the event of an extension or shortening of the relevant Interest Period. (F) CALCULATIONS BINDING All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 8 (Interest) by the Calculation Agent will (in the absence of manifest error) be binding on the Company, the Paying Agents and the Bondholders and (subject as aforesaid) no liability to any such person will attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions for such purposes. (G) PAYMENT FROM ACCOUNT Without prejudice to the Company's obligation to pay any shortfall in the event there are insufficient monies in the YGEH Account, the Company shall pay interest due on the first 3 Interest Payment Dates from the initial amount deposited into the YGEH Account in accordance with Condition 6.3.1(B)(iii). 51 9. PAYMENTS (A) PRINCIPAL, PREMIUM AND INTEREST Payment of principal and interest due other than on an Interest Payment Date will (subject to Clause 2.2 of the Trust Deed) be made to the order of the persons shown in the register of Bondholders at the close of business on the fifteenth business day before the relevant payment date (the "RECORD DATE"). Payments of interest due on an Interest Payment Date will (subject to Clause 2.2 of the Trust Deed) be made to the order of the persons shown in the register of Bondholders at close of business on the Record Date. Interest payable under the Bonds in respect of the first three Interest Periods shall be paid from the monies standing to the credit of the YGEH Account in accordance with the First Escrow Agreement, but without prejudice to the Company's liability to pay the amount of any shortfall in the event that monies in the YGEH Account are insufficient to pay such interest amounts. (B) PAYMENTS Subject to Clause 2.2 of the Trust Deed, each payment in respect of the Tranche B Bonds will be made by United States dollar cheque drawn on a branch of a bank in New York City mailed to the holder of the relevant Note at his address appearing in the register. However, upon application by the holder to the specified office of the Registrar or any Paying and Transfer Agent not less than 15 days before the due date for any payment in respect of a Tranche B Bond, such payment may be made by transfer to a United States dollar account maintained by the payee with a bank in New York City. Where payment is to be made by cheque, the cheque will be mailed, on the Business Day preceding the due date for payment or, in the case of payments referred to in Condition 10(A), if later, on the Business Day on which the relevant Tranche B Bond is surrendered (at the risk and, if mailed at the request of the holder otherwise than by ordinary mail, expense of the holder). Bondholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due (i) as a result of the due date not being a Business Day, (ii) if a cheque mailed in accordance with this Condition arrives after the date for payment. (C) PAYMENTS SUBJECT TO FISCAL LAWS All payments in respect of the Tranche B Bonds are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 11. No commissions or expenses shall be charged to the Bondholders in respect of such payments. 52 (D) SURRENDER OF CERTIFICATES; BUSINESS DAYS Where payment is to be made by transfer to a registered account, payment instructions (for value the due date or, if that date is not a business day, for value the next following business day) will be initiated, and, where payment is to be made by cheque, the cheque will be mailed, (i) on the later of the business day on which the relevant Certificate is surrendered at the specified office of any relevant Agent and the business day preceding the due date for payment (in the case of principal and interest due other than on an Interest Payment Date) and (ii) on the business day preceding the due date for payment (in the case of interest due on an Interest Payment Date). Bondholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due if the due date is not a business day, if the Bondholder is late in surrendering its Certificate (if required pursuant to these Conditions) or if a cheque mailed in accordance with this Condition arrives or is cleared after the due date for payment. (E) PARTIAL PAYMENTS If the amount of principal, premium, if any, or interest which is due on the Tranche B Bonds on any date is not paid in full, the Registrar will annotate the register of Bondholders and any Certificates surrendered for payment with a record of the amount of principal, premium, if any, or interest in fact paid and the date of such payment. 10. REDEMPTION; REPURCHASE AND CANCELLATION; CONVERSION (A) REDEMPTION AT MATURITY Unless previously redeemed or purchased and cancelled as herein provided, the Company will redeem the Tranche B Bonds on 16 November 2008 at 100 per cent. of their principal amount in US dollars plus accrued and unpaid interest plus Breakage (if any). The Tranche B Bonds may be redeemed in whole prior to that date only as provided in paragraphs (B) and (C) below (but without prejudice to Condition 12). (B) REDEMPTION AT THE OPTION OF THE COMPANY At any time, the Company may, having given not less than 15 Business Days' notice to the Bondholders (which notice will be irrevocable), redeem the Tranche B Bonds, in whole but not in part at 100 per cent. of the principal amount of the Tranche B Bonds redeemed plus any accrued and unpaid interest plus Breakage (if any), provided that no such redemption may take place unless (i) the Tranche A Bonds are simultaneously redeemed in full on the same redemption date in accordance with Condition 10(B) of the terms and conditions of the Tranche A Bonds and (ii) for so long as the Bonds and/or Shares held by the Company are secured under the Debenture and Share Charge, the Notes are simultaneously redeemed in full on the same redemption date in accordance with condition 10(b) of the Notes Condition. 53 (C) MANDATORY REDEMPTION AND CONVERSION Upon the occurrence of an IPO Event, the Tranche B Bonds shall be converted, on the date of fixing of the offer price of Shares pursuant to the IPO Event (the "EXCHANGE DATE"), to the Conversion Shares. The Conversion shares shall be issued to and registered in (for so long as the Bonds and/or Shares held by the Initial Purchaser are secured under the Debenture and Share Charge) the name of the Notes Trustee. "CONVERSION SHARES" means such number of the Shares representing in aggregate X% of the total issued share capital of the Company. "X%" means as determined by the Calculation Agent (in consultation with the Company), such percentage of shares in the Company (on a Fully Diluted Basis) that would represent an effective ownership of 3.73% in the equity of TYNER (on such a Fully Diluted Basis). (D) ISSUE OF SHARES (i) Upon conversion of the Tranche B Bonds for Shares, the Company will, as soon as practicable, and in any event not later than the closing date of the IPO Event, cause the relevant securities account of the Notes Trustee (for so long as the Bonds and/or Shares held by the Initial Purchaser are secured under the Debenture and the Share Charge) or of the relevant Bondholder or their respective nominee to be credited with such number of relevant Shares to be issued upon conversion. (ii) The Shares issued upon conversion of the Tranche B Bonds will in all respects rank pari passu with the Shares in issue on the relevant conversion date (except for any right excluded by mandatory provisions of applicable law) and such Shares shall be entitled to all rights the record date for which falls on or after such conversion date to the same extent as all other fully-paid and non-assessable Shares of the Company in issue as if such Shares had been in issue throughout the period to which such rights relate. (iii) The Company shall pay all stamp, issue, registration or similar taxes and duties (if any) arising on conversion of the Tranche B Bonds and the issue and allotment of Shares on conversion. The Company will pay all other expenses arising on the issue of Shares on conversion of the Tranche B Bonds and all charges of the Agents and the share transfer agent for the Shares in connection with conversion. (E) REPURCHASE The Company or any of its Subsidiaries (as defined above) may, if permitted under applicable laws, at any time repurchase Tranche B Bonds or interests therein. The Company or the relevant Subsidiary is required to submit to the Registrar for cancellation any Tranche B Bonds so purchased. (F) NO RE-ISSUE Tranche B Bonds which have been redeemed or converted or purchased by the Company or its Subsidiaries may not be re-issued or resold and shall be cancelled upon redemption, conversion or purchase. Certificates in respect of all Tranche B Bonds cancelled will be forwarded to or to the order of the Principal Agent. (G) REDEMPTION NOTICES All notices to Bondholders given by or on behalf of the Company pursuant to this Condition 10 will where applicable specify the date fixed for redemption, the redemption amount, and the aggregate principal amount of the Tranche B Bonds outstanding. 54 11. TAXATION All payments of principal and interest by the Company will be made without deduction or withholding for or on account of any present or future taxes, duties, assessments, or governmental charges of whatever nature imposed or levied by or on behalf of the government of the Cayman Islands or any authority thereof or therein having power to tax, unless deduction or withholding of such taxes, duties, assessments or governmental charges is compelled by law. In that event, the Company will pay such additional amounts by way of principal and interest as will result in the receipt by the Bondholders of the amounts which would otherwise have been receivable in respect of principal and interest in the absence of any such withholding or deduction, except that no such additional amount shall be payable in respect of any Tranche B Bond: (i) to a holder (or a third party on behalf of a holder) who is subject to such taxes, duties, assessments or governmental charges in respect of such Tranche B Bond by reason of his having some connection with the Cayman Islands otherwise than merely by holding such Tranche B Bond or by receipt of principal, premium, if any, or interest in respect of such Tranche B Bond; (ii) if the Certificate in respect of such Tranche B Bond is surrendered more than 30 days after the relevant date except to the extent that the holder would have been entitled to such additional amount on surrendering the relevant Certificate for payment on the last day of such period of 30 days; (iii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Union Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (iv) presented for payment by or on behalf of a Bondholder who would have been able to avoid such withholding or deduction by presenting the relevant Tranche B Bond to another Paying Agent in a Member State of the European Union. In these Conditions "RELEVANT DATE" means, in relation to any date for payments on the Tranche B Bonds, whichever is the later of (a) the date on which such payment first becomes due and (b) if the full amount payable has not been received in Hong Kong by the Trustee or the Principal Agent on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Bondholders. References in these Conditions to principal and interest shall be deemed also to refer to any additional amounts which may be payable under this Condition 11 or any undertaking or covenant given in addition thereto or in substitution thereof pursuant to the Trust Deed. 55 12. EVENTS OF DEFAULT The Trustee if so directed by an Extraordinary Resolution (subject in each case to being indemnified to its satisfaction) shall, give notice to the Company that the Bonds are and they shall immediately become due and repayable at their principal amount together with accrued interest plus Breakage if any of the following events (each, an "EVENT OF DEFAULT") occurs: (A) NON-PAYMENT OF PRINCIPAL OR INTEREST; NON-DELIVERY OF SHARES (i) the Issuer fails to pay any amount of principal (or deliver any shares in accordance with Condition 10 of the Notes) in respect of the Notes on the due date for payment (or delivery) thereof or fails to pay any amount of interest in respect of the Notes within 3 Business Days of the due date for payment thereof; or (ii) the Company fails to pay any amount of principal (or deliver any shares) in respect of the Bonds on the due date for payment (or delivery) thereof or fails to pay any amount of interest in respect of the Bonds within 3 Business Days of the due date for payment thereof; (B) BREACH OF OTHER OBLIGATIONS (i) the Issuer, the Company, TYNER or MLS defaults in the performance or observance of any of its other obligations or covenants under or in respect of the Bonds (other than under Condition 6.3.11 (Capital Verification) or Condition 6.3.12(B)) or the Trust Deed or the other Transaction Documents and such default (i) is in the opinion of the Trustee acting on the instruction of the Bondholders (pursuant to an Extraordinary Resolution), incapable of remedy or (ii) being a default which is, in the opinion of the Trustee acting on the instruction of the Bondholders (pursuant to an Extraordinary Resolution), capable of remedy, remains unremedied for 5 Business Days (in the case of any covenants contained in Conditions 6.2, 6.3.1, 6.3.10, 6.3.12(A), 6.3.13 and 6.4.1 to 6.4.14) or 30 days (in any other case) or such longer period as the Trustee acting on the instruction of the Bondholders (pursuant to an Extraordinary Resolution) may agree after the Trustee has given written notice thereof, addressed to the Company; or (ii) the Company fails to comply with Condition 6.3.11 (Capital Verification) or Condition 6.3.12(B) within the time period specified therein; (C) CROSS-DEFAULT (i) any Indebtedness of the Company or any Group member is not paid when due or (as the case may be) within any originally applicable grace period; (ii) any such Indebtedness becomes due and payable prior to its stated maturity otherwise than at the option of the Company or (as the case may be) the relevant Group member or (provided that no event of default howsoever described, has occurred under the terms of the agreement governing such Indebtedness) any Person entitled to the payment of such Indebtedness; or (iii) the Company or any Group member fails to pay when due any amount payable by it under any guarantee of any Indebtedness (including any indemnity of such Indebtedness or any arrangement having a similar effect), Provided, however, that the amount of Indebtedness referred to in paragraphs (i) and/or (ii) above and/or the amount payable under any guarantee referred to in paragraph (iii) above individually or in the aggregate exceeds U.S.$5 million (or its equivalent in any other currency or currencies); 56 (D) UNSATISFIED JUDGMENTS one or more judgment(s) or order(s) for the payment of an amount in excess of U.S.$5 million (or its equivalent in any other currency or currencies), whether individually or in aggregate, is rendered against the Company or any other Group member and continue(s) unsatisfied and unstayed for a period of 30 days after the date(s) thereof or, if later, the date therein specified for payment save where such judgment or order is being contested in good faith and adequate reserve (in accordance with GAAP) has been made against such judgment or order; (E) SECURITY ENFORCED a secured party takes possession, or a receiver, manager or other similar officer is appointed, of the whole or a substantial (in the opinion of the Trustee acting on the advice of the Manager) part of the undertaking, assets and revenues of the Company or any other Group member; (F) INSOLVENCY; CESSATION OF BUSINESS ETC. (i) the Company, the Issuer or any Subsidiary Operating Company becomes insolvent or is unable to pay its debts as they fall due, (ii) an administrator or liquidator is appointed over the Company and the Issuer or any other Subsidiary Operating Company or the whole or a substantial (in the opinion of the Trustee acting on the advice of the Manager) part of their respective undertaking, assets and revenues, (iii) an order is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Company and the Issuer or any Subsidiary Operating Company, (iv) the Company or any other Group member takes any action for a readjustment or deferment of any of its obligations where such obligations exceed US$5 million or its equivalent, (v) the Company, the Issuer or any Subsidiary Operating Company makes a general assignment or an arrangement or composition with or for the benefit of all or substantially all of its creditors or declares a moratorium in respect of any of its Indebtedness or any guarantee in respect thereof; (G) ANALOGOUS EFFECT any event occurs which under the laws of the CI, BVI or the PRC has an analogous effect to any of the events referred to in paragraphs 13(D) to 13(F) above; (H) LEGAL, VALID AND BINDING any action, condition or thing at any time required to be taken, fulfilled or done in order (i) to enable MLS, the Company, the Issuer or TYNER lawfully to enter into, exercise their respective rights and perform and comply with their respective obligations under and in respect of the Bonds or the Trust Deed or the other Transaction Documents, (ii) to ensure that those obligations are legal, valid, binding and enforceable and (iii) to make the Bonds Certificates and the Trust Deed and the other Transaction Documents admissible as evidence in the courts of the CI, BVI and the PRC is not taken, fulfilled or done; (I) ILLEGALITY it is or will become unlawful for MLS, the Company, the Issuer or TYNER to perform or comply with any of its material obligations under or in respect of the Bonds or the Trust Deed; 57 (J) TRANSACTION SECURITY NOT IN EFFECT any Transaction Document is not (or is claimed by MLS, the Company or other Group member party thereto not to be) in full force and effect (with all necessary approvals necessary therefor having been obtained), other than (but without prejudice to Condition 6.3.12(B) and Condition 13(B)) the failure to obtain the approval of the Hebei Provincial Commercial Bureau to, and the registration with the Baoding Administration of Industry and Commerce of, the PRC Share Pledges; (K) GOVERNMENT INTERVENTION OR FOREIGN EXCHANGE RESTRICTIONS (i) all or any material part of the undertaking, assets and revenues of the Company, the Issuer or any Subsidiary Operating Company is condemned, seized or otherwise appropriated by any person acting under the authority of any national, regional or local government; or (ii) the Company, the Issuer or any Subsidiary Operating Company is prevented by any such person from exercising normal control over all or any substantial part of its undertaking, assets and revenues; or (iii) any governmental authority of the PRC or any province, municipality or other local or regional jurisdiction therein shall have enacted any rule, regulation or law to take any action that restricts TYNER from remitting the full amount of its distributable profits that were earned for any period, together with retained earnings of prior periods, as at the end of such period, to its shareholders as and when determined by its board of directors (other than the reserve requirements as specified in Condition 5.22(E) prevailing as of the date hereof) which in each case has or could be reasonably expected to have a Material Adverse Effect; (L) MISREPRESENTATIONS any representation or warranty given pursuant to Condition 5 or in any provision of any certificate or other document required to be delivered by the Company under any Transaction Document proves to have been inaccurate, incomplete or misleading in any material respect and (if such default is capable of being remedied in the opinion of the Trustee acting on the instructions of the Bondholders pursuant to an Extraordinary Resolution) is not remedied within 30 days after notice thereof from the Trustee to the Company; or (M) MATERIAL ADVERSE CHANGE there has been a material adverse effect or material adverse change in (i) the business, operation or financial condition of the Company, the Issuer, TYNER or the Group (taken as a whole) which affects the ability of any of them to perform their respective payment obligations under the Transaction Documents or (ii) the validity, legality or enforceability of any Transaction Document. 58 13. FURTHER ISSUE The Company may, from time to time, with the consent of Bondholders create and issue additional bonds either having the same terms and conditions as the Tranche B Bonds in all respects (save for the date of issue and the first payment of interest on them) so that such additional bonds shall be consolidated and form a single series with the Tranche B Bonds or upon such terms as the Company may determine. 14. PRESCRIPTION Claims against the Company for payment of principal, premium, if any, and/or interest, if any, in respect of Tranche B Bonds will become prescribed unless made within 10 years in the case of principal and five years in the case of premium and interest from the relevant date for payment. 15. REPLACEMENT OF CERTIFICATES If any Certificate is lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Registrar, subject to all applicable laws and stock exchange requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and the giving of such indemnity and/or security and production of such evidence as the Company may reasonably require. Mutilated or defaced Certificates must be surrendered before replacements will be issued. 16. AGENTS The initial Agents and Registrar and their initial specified offices are listed below. Subject to the terms of the Agency Agreement, the Company reserves the right at any time with the prior written approval of the Trustee to vary or terminate the appointment of any Agent, the Registrar or the Share Transfer Agent and appoint additional or other Agents or a replacement Registrar or Share Transfer Agent, provided that it will maintain (i) a Principal Agent, (ii) a Registrar, (iii) a Share Transfer Agent, and (iv) a paying agent, transfer agent and conversion agent). Notice of any change in the Agents, the Registrar or the Share Transfer Agent or their specified offices will promptly be given to the Bondholders. 17. MEETINGS OF BONDHOLDERS; MODIFICATION AND WAIVER (A) MEETINGS OF BONDHOLDERS The Trust Deed contains provisions for convening meetings of Bondholders holding Tranche A Bonds and Tranche B Bonds to consider matters relating to the Bonds, including the modification of any of these Conditions or any provisions of the Trust Deed. Any such modification may be made if sanctioned by an Extraordinary Resolution (as defined in the Trust Deed). Such a meeting may be convened by the Trustee or the Company, or by the Trustee upon the request in writing of Bondholders holding not less than one-tenth of the aggregate principal amount of the outstanding Bonds. The quorum for any meeting convened to vote on an Extraordinary Resolution will be one or more persons holding or representing not less than two-thirds of the aggregate principal amount of the Bonds for the time being outstanding, or at any adjourned meeting one or more persons being or representing Bondholders holding a clear majority of the principal amount of the Bonds held or 59 represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the status or ranking of the Tranche B Bonds, (ii) to reduce or cancel the principal amount of or rate of interest or other amounts in respect of the Tranche B Bonds, (iii) to change the currency of payment of the Tranche B Bonds or the due date or date for any payment in respect of the Tranche B Bonds, (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution, or (v) to modify this proviso, in which case the necessary quorum will be one or more persons holding or representing not less than three-quarters, or at any adjourned meeting one or more persons holding Bonds and/or bring proxies or representatives and holding or representing in the aggregate not less than a clear majority in principal amount of the Bonds for the time being outstanding so held or represented. Any Extraordinary Resolution duly passed shall be binding on Bondholders whether or not they were present at the meeting at which such resolution was passed. The Trust Deed provides that a written resolution signed by or on behalf of the holders of not less than 90 per cent. of the principal amount of the Bonds outstanding shall be as valid and effective as a duly passed Extraordinary Resolution. (B) MODIFICATION AND WAIVER The Trustee may agree, without the consent of the Bondholders, to (i) any modification of any of the provisions of the Trust Deed which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of law, and (ii) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed which is in the opinion of the Trustee not materially prejudicial to the interests of the Bondholders. Any such modification, authorisation, or waiver shall be binding on the Bondholders and, if the Trustee so requires, shall be notified to the Bondholders as soon as practicable. (C) ENTITLEMENT OF THE TRUSTEE In connection with the exercise of its functions (including but not limited to those in relation to any proposed modification, authorisation or waiver) the Trustee shall have regard to the interests of the Bondholders as a class and shall not have regard to the consequences of such exercise for individual Bondholders and the Trustee shall not be entitled to require, nor shall any Bondholder be entitled to claim from the Company, any indemnification or payment in respect of any tax consequences of any such individual Bondholders. 18. ENFORCEMENT At any time after the Tranche B Bonds become due and payable and amounts in respect thereof remain outstanding, the Trustee may at any time without notice, institute such proceedings as it thinks fit to enforce its rights under the Trust Deed in respect of the Bonds, but if it has been so requested in writing by the holders of a least two thirds in principal amount of the outstanding Bonds or has been so directed by an Extraordinary Resolution, but it shall not be bound to do so unless it has been indemnified or provided with security to its satisfaction. 60 The Trustee may, in making any determination under these Conditions, act on the opinion or advice of, or information obtained from, any expert (including the Manager) and will not be responsible for any loss, liability, cost, claim, action, demand, expense or inconvenience which may result from it so acting. Until the Trustee has actual or express knowledge to the contrary, the Trustee may assume that no Default has occurred. The Trustee is not liable for any failure to monitor compliance by the Company with the Conditions (including Conditions 6 (Covenants) and 12 (Events of Default)) and may rely upon the information provided to it in any certificate by the Company pursuant to these Conditions. 19. INDEMNIFICATION OF THE TRUSTEE The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility. The Trustee is entitled to enter into business transactions with the Company and any of its Subsidiaries and affiliated companies without accounting for any profits. 20. NOTICES Notices to the Bondholders shall be valid if delivered to their respective addresses and/or facsimile numbers contained in the register of Bondholders. Any such notice shall be deemed to have been given when delivered or 5 days after registered posting, whichever is earlier, or, in the case of fax, at the time of despatch if the correct error-free transmission report is received provided that if such communication would take effect outside business hours in the place of receipt then it shall be deemed to be received on the next business day in the place of receipt. Any communication not by letter shall be confirmed by letter but failure to send or receive the letter of confirmation shall not invalidate the original communication. For so long as the Bonds and/or Shares held by the Initial Purchaser are secured under the debenture and the Share Charge, all notices must be copied to the Notes Trustee. 21. GOVERNING LAW AND JURISDICTION (A) GOVERNING LAW The Trust Deed, the Agency Agreement and the Bonds are governed by, and shall be construed in accordance with, English Law. 61 (B) SUBMISSION TO JURISDICTION The Company has in the Trust Deed (i) submitted irrevocably to the jurisdiction of the courts of England for the purposes of hearing and determining any suit, action or proceedings or settling any disputes arising out of or in connection with the Trust Deed or the Bonds; (ii) waived any objection which it might have to such courts being nominated as the forum to hear and determine any such suit, action or proceedings or to settle any such disputes and agreed not to claim that any such court is not a convenient or appropriate forum; (iii) designated Law Debenture Corporate Services Ltd at 100 Wood Street, London EC2V 7EX, United Kingdom to accept service of any process on its behalf in England; (iv) consented to the enforcement of any judgement; and (v) to the extent that it may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction there may be attributed to itself or its assets or revenues such immunity (whether or not claimed), agreed not to claim and irrevocably waived such immunity to the full extent permitted by the laws of such jurisdiction. 22. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 No person shall have any right to enforce any term or condition of the Tranche B Bonds under the Contract (Rights of Third Parties) Act 1999 unless otherwise stated. 62 PRINCIPAL AGENT, TRANSFER AGENT AND CONVERSION AGENT Deutsche Bank AG (acting through its Hong Kong Branch) 55/F Cheung Kong Center 2 Queen's Road Central Hong Kong REGISTRAR Deutsche Bank AG, Hong Kong Branch 55/F Cheung Kong Center 2 Queen's Road Central Hong Kong 63 FORM OF TRANSFER FOR VALUE RECEIVED the undersigned hereby transfers to ....................................... ....................................... (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) US$ ................ principal amount of the Tranche B Bonds (having identifying numbers .......) in respect of which this Certificate is issued, and all rights in respect thereof. All payments in respect of the Tranche B Bonds hereby transferred are to be made (unless otherwise instructed by the transferee) to the following account: Name of bank: US$ account number: For the account of: Dated: -------------------------------------------- Certifying Signature Name: -------------------------------------------- Notes: (c) A representative of the Bondholder should state the capacity in which he signs, e.g. executor. (d) The signature of the transferor shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Agent or the Registrar may require. 64 SCHEDULE 3 PROVISIONS FOR MEETINGS OF BONDHOLDERS -------------------------------------- For the purposes of this Schedule: "24 HOURS" means a period of 24 hours including all or part of a day upon which banks are open for business in both the place where the relevant meeting is to be held and in each of the places where the Agents have their specified offices (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business as aforesaid; and "48 HOURS" means 2 consecutive periods of 24 hours. (a) (i) A holder of a Bond may by an instrument in writing (a "FORM OF PROXY") in the form available from the specified office of any Agent in English signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the Agent not later than 24 hours before the time fixed for any meeting, appoint any person (a "PROXY") to act on his or its behalf in connection with any meeting or proposed meeting of Bondholders. (ii) A holder of a Bond which is a corporation may by delivering to any Agent not later than 24 hours before the time fixed for any meeting a resolution of its Directors or other governing body in English authorise any person to act as its representative (a "REPRESENTATIVE") in connection with any meeting or proposed meeting of Bondholder. (iii) Any proxy appointed pursuant to sub-paragraph 1(a)(i) above or representative appointed pursuant to sub-paragraph (a)(ii) above shall so long as such appointment remains in force be deemed, for all purposes in connection with any meeting or proposed meeting of Bondholders specified in such appointment, to be the holder of the Bonds to which such appointment relates and the holder of the Bond shall be deemed for such purposes not to be the holder. 65 (b) "BLOCK VOTING INSTRUCTION" shall mean a document in the English language issued by the Principal Agent and dated, in which: (i) it is certified that Bonds are registered in the books and records maintained by the Registrar in the names of specified registered holders; (ii) it is certified that each holder of such Bonds or a duly authorised agent on his or its behalf has instructed the Principal Agent that the vote(s) attributable to his or its Bonds so registered should be cast in a particular way in relation to the resolution or resolutions to be put to such meeting or any adjournment thereof and that all such instructions are, during the period of 48 hours prior to the time for which such meeting or adjourned meeting is convened, neither revocable nor subject to amendment; (iii) the total number and the identifying numbers of the Bonds so registered are listed, distinguishing with regard to each such resolution between those in respect of which instructions have been given as aforesaid that the votes attributable thereto should be cast in favour of the resolution and those in respect of which instructions have been so given that the votes attributable thereto should be cast against the resolution; and (iv) any person named in such document (hereinafter called a "PROXY") is authorised and instructed by the Principal Agent to cast the votes attributable to the Bonds so listed in accordance with the instructions referred to in (ii) and (iii) above as set out in such document. (c) Block voting instructions and forms of proxy shall be valid for so long as the relevant Bonds shall be duly registered in the name(s) of the registered holder(s) certified in the block voting instruction or, in the case of a form of proxy, in the name of the appointor but not otherwise and notwithstanding any other provision of this Schedule and during the validity thereof the proxy shall, for all purposes in connection with any meeting of holders of Bonds, be deemed to be the holder of the Bonds of the relevant Series to which such block voting instructions or form of proxy relates. 1 The Company or the Trustee may at any time convene a meeting of Bondholders. If it receives a written request by Bondholders holding at least 10 per cent. in principal amount of the Bonds for the time being outstanding and is indemnified to its satisfaction against all costs and expenses, the Trustee shall convene a meeting of Bondholders. Every meeting shall be held at a time and place approved by the Trustee. 2 At least 21 days' notice (exclusive of the day on which the notice is given and of the day of the meeting) shall be given to the Bondholders. A copy of the notice shall be given by the party convening the meeting to the other parties. The notice shall specify the day, time and place of meeting, be given in the manner provided in the Conditions and shall specify, unless the Trustee otherwise agrees, the nature of the resolutions to be proposed and shall include a statement to the effect that the holders of Bonds may appoint proxies by executing and delivering a form of proxy in English to the specified office of an Agent not later than 24 hours before the time fixed for the meeting or, in the case of corporations, may appoint representatives by resolution in English of their Directors or other governing body and by delivering an executed copy of such resolution to the Agent not later than 24 hours before the time fixed for the meeting. 66 3 A person (who may, but need not, be a Bondholder) nominated in writing by the Trustee may act as chairman of a meeting but if no such nomination is made or if the person nominated is not present within 15 minutes after the time fixed for the meeting the Bondholders present shall choose one of their number to be chairman, failing which the Company may appoint a chairman. The chairman of an adjourned meeting need not be the same person as was chairman of the original meeting. 4 At a meeting one or more persons present in person holding Bonds or being proxies or representatives and holding or representing in the aggregate not less than 10 per cent. in principal amount of the Bonds for the time being outstanding shall (except for the purpose of passing an Extraordinary Resolution) form a quorum for the transaction of business, and no business (other than the choosing of a chairman) shall be transacted unless the requisite quorum be present at the commencement of business. The quorum at a meeting for passing an Extraordinary Resolution shall (subject as provided below) be one or more persons present in person holding Bonds or being proxies or representatives and holding or representing in the aggregate at least two-thirds in principal amount of the Bonds for the time being outstanding provided that the quorum at any meeting the business of which includes any of the matters specified in the proviso to paragraph 15 shall be one or more persons so present holding Bonds or being proxies or representatives and holding or representing in the aggregate not less than three quarters in principal amount of the Bonds for the time being outstanding. 5 If within half an hour from the time fixed for a meeting a quorum is not present the meeting shall, if convened upon the requisition of Bondholders or if the Company and the Trustee agree, be dissolved. In any other case it shall stand adjourned to such date, not less than 14 nor more than 42 days later, and to such place as the chairman may decide. At such adjourned meeting one or more persons present in person holding Bonds or being proxies or representatives and holding or representing in the aggregate not less than a majority in principal amount of the Bonds for the time being outstanding shall form a quorum and may pass any resolution and decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had a quorum been present at such meeting provided that at any adjourned meeting at which is to be proposed an Extraordinary Resolution for the purpose of effecting any of the modifications specified in the proviso to paragraph 15 the quorum shall be one or more persons so present holding Bonds or being proxies or representatives and holding or representing in the aggregate a clear majority in principal amount of the Bonds for the time being outstanding. 6 The chairman may with the consent of (and shall if directed by) a meeting adjourn the meeting from time to time and from place to place but no business shall be transacted at an adjourned meeting which might not lawfully have been transacted at the meeting from which the adjournment took place. 67 7 At least 10 days' notice of any meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and such notice shall state the quorum required at the adjourned meeting. No notice need, however, otherwise be given of an adjourned meeting. 8 Each question submitted to a meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) which he may have as a Bondholder or as a holder of a voting certificate or as a proxy or representative. 9 Unless a poll is (before or on the declaration of the result of the show of hands) demanded at a meeting by the chairman, the Company, the Trustee or by one or more persons holding one or more Bonds or being proxies or representatives and holding or representing in the aggregate not less than 2 per cent. in principal amount of the Bonds for the time being outstanding, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 10 If a poll is demanded, it shall be taken in such manner and (subject as provided below) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuation of the meeting for the transaction of any business other than the question on which the poll has been demanded. 11 A poll demanded on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment. 12 The Company and the Trustee (through their respective representatives) and their respective financial and legal advisers may attend and speak at any meeting of Bondholders. No one else may attend or speak at a meeting of Bondholders unless he is the holder of a Bond or is a proxy or a representative. 13 On a show of hands every holder who is present in person or any person who is present and is a proxy or a representative shall have one vote and on a poll every person who is so present shall have one vote in respect of each US$500,000 principal amount of Bonds held or in respect of which he is a proxy or a representative. Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way. 14 A proxy need not be a Bondholder. 15 A meeting of Bondholders shall, subject to the Conditions, in addition to the powers given above, but without prejudice to any powers conferred on other persons by this Trust Deed, have power exercisable only by Extraordinary Resolution: 68 (A) to sanction any proposal by the Company for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Bondholders against the Company whether or not such rights arise under this Trust Deed; (B) to sanction the exchange or substitution for the Bonds of, or the conversion of the Bonds into, shares, bonds, or other obligations or securities of the Company or any other entity; (C) to assent to any modification of this Trust Deed or the Bonds which shall be proposed by the Company or the Trustee; (D) to authorise anyone to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution; (E) to give any authority, direction or sanction required to be given by Extraordinary Resolution; (F) to appoint any persons (whether Bondholders or not) as a committee or committees to represent the interests of the Bondholders and to confer on them any powers or discretions which the Bondholders could themselves exercise by Extraordinary Resolution; (G) to approve the substitution of any entity for the Company (or any previous substitute) as principal debtor under this Trust Deed; (H) to approve a proposed new Trustee and to remove a Trustee; and (I) to discharge or exonerate the Trustee from any liability in respect of any act or omission for which it may become responsible under this Trust Deed or the Bonds, provided that the special quorum provisions contained in paragraph 4 and, in the case of an adjourned meeting, in paragraph 5 shall apply in relation to any Extraordinary Resolution for the purpose of making any modification to the provisions contained in this Trust Deed or the Bonds which would have the effect of: (i) modifying the status or ranking of the Bonds; (ii) reducing or cancel the principal amount of or rate of interest or other amounts in respect of the Bonds; (iii) changing the currency of payment of the Bonds or the due date or date for any payment in respect of the Bonds; (iv) modifying the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution; or (v) modifying this proviso. 69 16 An Extraordinary Resolution passed at a meeting of Bondholders duly convened and held in accordance with this Trust Deed shall be binding on all the Bondholders, whether or not present at the meeting, and each of them shall be bound to give effect to it accordingly. The passing of such a resolution shall be conclusive evidence that the circumstances of such resolution justify the passing of it. 17 The expression "EXTRAORDINARY RESOLUTION" means a resolution passed at a meeting of Bondholders duly convened and held in accordance with these provisions by a majority consisting of not less than two-thirds (or, in the case of the matters listed in paragraph 15(i) to (v) above, 80%) of the votes cast. 18 A resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in principal amount of the Bonds who for the time being are entitled to receive notice of a meeting in accordance with these provisions shall for all purposes be as valid as an Extraordinary Resolution passed at a meeting of Bondholders convened and held in accordance with these provisions. Such resolution in writing may be in one document or several documents in like form each signed by or on behalf of one or more of the Bondholders. 19 Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chairman of that meeting or of the next succeeding meeting of Bondholders, shall be conclusive evidence of the matters in them. Until the contrary is proved every meeting for which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted. 20 Subject to all other provisions contained in this Trust Deed the Trustee may without the consent of the Bondholders prescribe such further regulations regarding the holding of meetings and attendance and voting at them or regarding the making of resolutions in writing as the Trustee may in its sole discretion determine including (without limitation) such regulations and requirements as the Trustee thinks reasonable to satisfy itself that persons who purport to make any requisition in accordance with this Trust Deed are entitled to do so and that those who purport to attend or vote at a meeting or to sign a written resolution are entitled to do so. 70 SCHEDULE 4 TRUSTEE'S POWERS IN RELATION TO THE SECURITY (a) Power to demand and collect or arrange for the collection of and receive all amounts which shall from time to time become due and payable in respect of any security. (b) Power to compound, give receipts and discharges for, settle and compromise any and all sums and claims for money due and to become due in respect of any security. (c) Power to exercise all or any of the powers or rights which but for the creation of any security would have been exercisable by the Company. (d) Power to file any claim, to take any action, and to institute and prosecute or defend any legal, arbitration or other proceedings. (e) Power to lodge claims and prove in and to institute, any insolvency or bankruptcy proceedings of whatsoever nature relating to the Company. (f) Power to execute, deliver, file and record any statement or other paper to create, preserve, perfect or validate the creation of any security to enable the Trustee to exercise and enforce its rights under this Trust Deed. (g) Power to apply for, obtain, make and renew any approvals, permissions, authorisations and other consents and all registrations and filings which may be desirable or required to create or perfect any security or to ensure the validity, enforceability or admissibility in evidence of this Trust Deed in any jurisdiction. 71 IN WITNESS whereof this Trust Deed has been executed as a deed on the date stated at the beginning.

THE COMPANY EXECUTED AS A DEED by ) YINGLI GREEN ENERGY HOLDING ) COMPANY LIMITED ) ) /s/ Liansheng Miao -------------------------------------------- ) Name: Liansheng Miao ) Attorney/Director ) Duly authorized, for and on behalf of ) YINGLI GREEN ENERGY HOLDING ) COMPANY LIMITED In the presence of: .................................................. Witness Name: Address: TRUSTEE DB TRUSTEES (HONG KONG) LIMITED By: /s/ Lawrence Ying Hung Chan ---------------------------- Name: Lawrence Ying Hung Chan Title: Director By: /s/ Aric Kay-Russell ---------------------------- Name: Aric Kay-Russell Title: Director

72 EX-4.9 11 h00847exv4w9.txt EX-4.9 SUBSCRIPTION AGREEMENT Exhibit 4.9 Execution Copy - -------------------------------------------------------------------------------- SUBSCRIPTION AGREEMENT DATED 13 NOVEMBER 2006 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED YINGLI POWER HOLDING COMPANY LTD. RELATING TO THE SUBSCRIPTION OF UP TO US$85,000,000 BONDS DUE 2008 OF, AND CONVERTIBLE INTO NEWLY ISSUED, ORDINARY SHARES OF PAR VALUE US$0.01 PER SHARE IN YINGLI GREEN ENERGY HOLDING COMPANY LIMITED - -------------------------------------------------------------------------------- (WHITE & CASE LOGO) YINGLI GREEN HOLDING COMPANY LIMITED Cayman Islands US$85,000,000 bonds due 2008 13 November 2006 Ladies and Gentlemen: Yingli Green Energy Holding Company Limited, a limited liability company organised under the laws of the Cayman Islands (the "COMPANY"), agrees with Yingli Power Holding Company Ltd. (the "PURCHASER") as follows: 1. AUTHORIZATION OF BONDS; SECURITY. 1.1 THE BONDS. The Company has authorised the issue and sale of US$85,000,000 aggregate principal amount of its bonds due 2008 (the "BONDS") comprising (i) US$38,000,000 Tranche A Bonds due 2008 (the "TRANCHE A BONDS") and (ii) US$47,000,000 Tranche B Convertible Bonds due 2008 (the "TRANCHE B BONDS") convertible into its ordinary shares of the Company of par value US$0.01 per share (the "SHARES"). Unless otherwise defined herein, certain capitalised terms used in this Agreement shall have the meanings given to them in the trust deed (or in the Conditions relating thereto) to be dated on or about 13 November 2006 and to be entered into between the Company and DB Trustees (Hong Kong) Limited as trustee (the "TRUST DEED") and references to a "SCHEDULE" are, unless otherwise specified, references to a Schedule attached to this Agreement. The form of the Bonds (including the terms and conditions applicable to the Bonds (the "CONDITIONS")) are scheduled to the Trust Deed. The Purchaser is bound by, and is deemed to have notice of all the provisions of the Trust Deed. Copies of the Trust Deed are available for inspection during normal business hours at the specified office for the time being of the Trustee, being at the date hereof, 55/F Cheung Kong Center, 2 Queen's Road Central, Hong Kong. 1.2 SECURITY. As further surety for their payment obligations in respect of the Bonds, the Company has provided certain security to the Trustee pursuant to the CB Security Documents, which security the Trustee will hold on trust for the holders of the Bonds from time to time pursuant to the terms of the Trust Deed. 2. SALE AND PURCHASE OF BONDS. Subject to the terms and conditions of this Agreement, the Company will issue and sell to the Purchaser and the Purchaser will purchase from the Company, at the Closing provided for in Section 3, Bonds in the principal amount specified opposite the Purchaser's name in Schedule A at the purchase price (the "SUBSCRIPTION PRICE") specified in a letter agreement between the Company and the Purchaser. The terms and conditions of the Bonds shall be in the form as set forth in 1 Schedule 1 (in the case of the Tranche A Bonds) and Schedule 2 (in the case of the Tranche B Bonds), in each case attached to the agreed form of the Trust Deed. 3. CLOSING. 3.1 ISSUE OF BONDS. At 15:00 hours (Hong Kong time) on 16 November 2006 (the "CLOSING") or such other time and date as the Company and the Purchaser shall determine, the Company will issue and deliver the definitive Certificates to the Purchaser with any issuance or transfer taxes payable in connection with the issue or transfer to the Purchaser of the Bonds duly paid by the Company. 3.2 PAYMENT. Against such delivery the Purchaser will pay or cause to be paid to the Company the net subscription monies of the Bonds, less the expenses referred to in Section 8. Such payment shall be made by the Purchaser in US Dollars in immediately available funds to the YGEH Account in accordance with Condition 6.3.1 of the Bonds. 4. CONDITIONS TO CLOSING. The Purchaser's obligation to purchase and pay for the Bonds to be sold to it at the Closing is subject to the fulfillment to the Purchaser's satisfaction, prior to or at the Closing, of the following conditions: 4.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing. 4.2 PERFORMANCE; NO DEFAULT. The Company shall have performed and complied with all agreements and conditions contained in this Agreement and the Trust Deed required to be performed or complied with by it prior to or at the Closing; and after giving effect to the issue and sale of the Bonds no Default shall have occurred and be continuing. 4.3 COMPLIANCE CERTIFICATES. The Company shall have delivered to the Purchaser's nominee (being Deutsche Bank A.G. ("DEUTSCHE BANK")) an Officer's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.7 have been fulfilled. 4.4 OPINIONS OF COUNSEL. Deutsche Bank shall have received opinions in form and substance satisfactory to it, dated the date of the Closing and addressed to it (a) from White & Case, English legal advisers to Deutsche Bank, in connection with such transactions and covering such other matters incidental to the transactions contemplated hereby as Deutsche Bank may reasonably request, (b) from Maples & Calder, Cayman Islands and BVI legal counsel to Deutsche Bank in connection with such transactions, and covering such other matters incident to such transactions as Deutsche Bank may reasonably request and (c) Global Law Office, PRC counsel to Deutsche Bank in connection with such transactions, and covering such other matters incidental to such transactions as Deutsche Bank may reasonably request. 2 4.5 PURCHASE PERMITTED BY APPLICABLE LAW, ETC. On the date of the Closing the Purchaser's purchase of Bonds shall (a) be permitted by the laws and regulations of each jurisdiction to which the Purchaser is subject, (b) not violate any applicable law or regulation (including, without limitation, any provision of the Financial Services and Markets Act 2000 of the United Kingdom (the "FSMA"), any regulation promulgated pursuant to the FSMA or the Securities Act, as amended) (the "REGULATIONS")) and (c) not subject the Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. 4.6 PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in connection with the transactions contemplated by this Agreement, and the Trust Deed and all documents and instruments incident to such transactions shall be satisfactory to Deutsche Bank and the Purchaser, and Deutsche Bank and the Purchaser shall have received all such counterpart originals or certified or other copies of such documents as it or they may reasonably request. 4.7 SECURITY AND OTHER TRANSACTION DOCUMENTS. The Trust Deed shall have been duly authorised, executed and delivered by the parties thereto, and on the Closing Date the Trust Deed shall be in full force and effect and the Security Documents shall have been duly authorised, executed and delivered by the Company, and on the Closing Date the Security Documents and other Transaction Documents (other than the Second Escrow Agreement and the PRC Share Pledges) shall be in full force and effect. 4.8 CERTIFICATES ETC. The Company to have provided Deutsche Bank copies of (i) all relevant constitutional documents and corporate authorities of the Company and the other Group members; (ii) all necessary governmental approval documents related to the Company and the other Group members as set out in Schedule B and (iii) a list of the authorised signature list (including specimen signatures) for each Person authorised to sign this Agreement and all related documents on behalf of the Company and the other Group members. 4.9 FINANCIAL STATEMENTS. The Company to have provided Deutsche Bank the financial statements referred to in Condition 5.6 of the Bonds. 4.10 CONSENTS. The consents in writing (in form and substance satisfactory to Deutsche Bank) from Inspiration Partners Limited ("IPL") and TB Management Ltd ("TBM") to the Transaction Documents and the matters contemplated thereunder (including, without limitation, waiver by PIL and TBM of any right of first refusal, co-sale right and participation right in relation to any shares in the capital of the Company that are or may be issued or transferred pursuant to the Transaction Documents, issuance of the Notes by the Purchaser, pledge by the Purchaser of its shares in the capital of the Company, assignment by the Purchaser of the Material Contracts to which IPL and/or TBM are party, and any amendment to the constitutive documents of the Company as contemplated by the Transaction Documents). 3 4.11 YGEH ACCOUNT AND ISSUER ACCOUNT. Each of the Company and the Purchaser shall have established an account with Deutsche Bank AG, Hong Kong Branch (the "YGEH ACCOUNT" and "ISSUER ACCOUNT" respectively). 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company in respect of itself and its Subsidiaries gives the representations and warranties to the Purchaser as set out in Condition 5 of the Conditions: 6. REPRESENTATIONS OF THE PURCHASER. 6.1 PURCHASE OF BONDS. The Purchaser represents and warrants to and agrees with the Company that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue and sale of any Bonds in circumstances in which section 21(1) of the FSMA does not apply to the Company and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Bonds in, from or otherwise involving the United Kingdom. The Purchaser understands that the Bonds and the Shares have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. The Purchaser represents that it has offered and sold the Bonds, and agrees that it will offer and sell the Bonds (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing, only in accordance with Rule 903 of Regulation S under the Securities Act. Accordingly, neither it, its affiliates, nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Bonds, and it has complied and will comply with the offering restrictions requirement of Regulation S. The Purchaser agrees that, at or prior to confirmation of sale of Bonds, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Bonds from it during the distribution compliance period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S." 6.2 NO PUBLIC OFFER. The Purchaser represents and warrants to and agrees with the Company that no action has been or will be taken in any jurisdiction by it that would, or is intended to, permit a public offering of the Bonds, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required. 7. COVENANTS OF THE COMPANY. The Company covenants and undertakes as follows: 4 7.1 USE OF PROCEEDS. The Company undertakes to procure and ensure that the proceeds of the issue of the Bonds are used in accordance with Condition 6.3.1 of the Trust Deed. 7.2 TAXES. That all payments under this Agreement by the Company shall be made free and clear of, and without withholding or deduction for or on account of, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the BVI, Cayman Islands or the PRC or any political sub-division or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event the Company shall pay such additional amounts as will result in the receipt by the Purchaser of such amounts as would have been received by it if no such withholding or deduction had been required. 7.3 STAMP DUTIES. The Company agrees to pay (a) any and all stamp or other similar documentary taxes or duties (including any interest and penalties thereon or in connection therewith) payable in connection with the authorisation, issuance or delivery of the Bonds and the execution, delivery and performance of the Trust Deed, the Agency Agreement, this Agreement, the CB Security Documents and the other Transaction Documents; and (b) any value added tax payable in connection with the commissions or other amounts payable or allowed under the Trust Deed, the Agency Agreement, this Agreement, the CB Security Documents and the other Transaction Documents and the Company shall indemnify promptly upon demand the Purchaser against any liabilities, losses, costs, expenses (including, without limitation, legal fees and value added tax thereon) and claims, actions or demands which it may incur as a result of or arising out of or in relation to any failure to pay or delay in paying any of the same. 8. EXPENSES, ETC. The Company and the Purchaser have come to a separate arrangement as to expenses in relation to the issue of the Bonds, including, without limitation, structuring fees and other commissions, costs and expenses payable in respect of the issue of the Bonds. The Company agrees that such amounts may be deducted from the proceeds paid to the Company on the Closing. 9. SURVIVAL; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Bonds, the purchase or transfer by the Purchaser of the Bonds or portion thereof or interest therein and the payment of the Bonds, and may be relied upon by any subsequent holder of a Bond, regardless of any investigation made at any time by or on behalf of the Purchaser or any other holder of a Bond. In addition, the provisions of this Agreement shall continue in full force and effect notwithstanding the completion of the arrangements set out herein for the issue of the Bonds or the delivery of a termination notice under Section 13 and regardless of any investigation by any party to this Agreement. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Bonds embody the entire agreement and understanding between the Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof. 5 10. NOTICES. All notices and communications provided for hereunder shall be in writing and sent (a) by facsimile if the sender on the same day sends a confirming copy of such notice by a recognised overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognised overnight delivery service (with charges prepaid). Any such notice must be sent: (i) if to the Purchaser or its nominee, to the Purchaser or its nominee at the address specified for such communications in Schedule A, or at such other address as the Purchaser or its nominee shall have specified to the Company in writing, (ii) if to any other holder of any Bond, to such holder at such address as such holder shall have specified to the Company in writing, (ii) if to the Company to No. 3055 Middle Fuxing Road, Baoding, People's Republic of China, Facsimile: +86 312 3151 881, Attention: Conghui Liu or at such other address as the Company shall have specified to the holder of each Bonds in writing. Notices under this Section 10 will be deemed given only when actually received. 11. INDEMNIFICATION. The Company undertakes to the Purchaser that if the Purchaser or any of its Related Parties incurs any Loss arising out of, in connection with or based on (a) any inaccuracy of any representation and warranty by the Company in this Agreement (on the date of this Agreement or on any date when it is deemed to be repeated) or (b) any breach by the Company of any of its covenants or undertakings in this Agreement, the Company shall pay to the Purchaser, promptly on demand an amount equal to such Loss. The Purchaser shall not have any duty or other obligation, whether as fiduciary or trustee for any of its Related Parties or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Section 11. This undertaking to make payment will be in addition to any liability which the Company may otherwise have. The Contracts (Right of Third Parties) Act 1999 applies to this Clause 11. 12. TERMINATION. 12.1 RIGHT TO TERMINATE. The Purchaser may give a termination notice to the Company at any time prior to the payment of the net proceeds to the Company on the Closing if: (a) any representation and warranty by the Company in this Agreement is or proves to be untrue or incorrect in any material respect on the date of this Agreement or on any date on which it is deemed to be repeated; (b) the Company fails to perform any of its obligations under this Agreement; or (c) any of the conditions in Section 4 is not satisfied or waived by the Purchaser on or before the Closing. 12.2 CONSEQUENCES. Upon the giving of a termination notice and subject to Clause 12.3: 6 (a) the Company shall be discharged from performance of its obligations under Clauses 3.1 and 4; and (b) the Purchaser shall be discharged from performance of their respective obligations under Clause 3.2 and Section 6. 12.3 SAVING. A discharge pursuant to this Section 12 shall not affect the other obligations of the parties to this Agreement and shall be without prejudice to accrued liabilities. 13. MISCELLANEOUS. 13.1 SUCCESSORS AND ASSIGNS. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Bond) whether so expressed or not. 13.2 SEVERABILITY. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. 13.3 CONSTRUCTION. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. 13.4 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 13.5 DEFINITIONS. Terms defined in the Trust Deed and Conditions to the Bonds have the same meanings where used herein unless separately defined herein. As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term: "LOSS" means any loss, liability, cost, claim, charge, damage or expense (including, without limitation, legal fees, costs and expenses and any value added tax thereon). "RELATED PARTY" means, in respect of any person, any Affiliate of that person or any representative, officer, director, employee or agent of that person or any such Affiliate or any person 7 by whom any of them is controlled within the meaning of Section 15 of the Securities Act or Section 20 of the United States Securities Exchange Act of 1934, as amended. 14. GOVERNING LAW AND JURISDICTION. 14.1 GOVERNING LAW. This Agreement is governed by, and shall be construed in accordance with, English law. 14.2 JURISDICTION. The Company agrees for the benefit of the Purchaser that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings arising out of or in connection with this Agreement ("PROCEEDINGS") and, for such purposes, irrevocably submits to the jurisdiction of such courts. 14.3 NON-EXCLUSIVITY. The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Purchaser to take Proceedings in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by law. 14.4 APPROPRIATE FORUM. The Company irrevocably waives any objection which it might now or hereafter have to any of the specified courts being nominated as the forum to hear and determine any Proceedings and agrees not to claim that any such court is not a convenient or appropriate forum. 14.5 PROCESS AGENT. The Company agrees that the process by which any Proceedings in England are begun may be served on it by being delivered to Law Debenture Corporate Services Limited, 100 Wood Street, London EC2V 7EX, United Kingdom, or, if different, its registered office for the time being or at any address of the Company in Great Britain at which process may be served on it in accordance with Part XXIII of the Companies Act 1985. If such person is not or ceases to be effectively appointed so to accept service of process, the Company shall, (i) notify the Purchaser; and (ii) appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, the Purchaser shall be entitled to appoint such a person by written notice to the Company. Nothing in this paragraph shall affect the right of the Purchaser to serve process in any other manner permitted by law. 14.6 CONSENT TO ENFORCEMENT. The Company irrevocably consents generally to the giving of any relief or the issue of any process in connection with any Proceedings including (without limitation) the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment or award which may be made or given in such Proceedings or arbitral proceedings. 8 15. RIGHTS OF THIRD PARTIES. Unless otherwise specified, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement If each Purchaser is in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company whereupon the foregoing shall become a binding agreement between the Purchaser and the Company. 9 Yours faithfully, YINGLI GREEN ENERGY HOLDING COMPANY LIMITED. - ------------------------------------- Name: Director/Attorney Duly authorised for and on behalf of YINGLI GREEN ENERGY HOLDING COMPANY LIMITED. - ------------------------------------- In the presence of: Name: Address: The foregoing is hereby agreed to as of the date thereof. YINGLI POWER HOLDING COMPANY LTD. - ------------------------------------- Name: Director/Attorney Duly authorised for and on behalf of YINGLI POWER HOLDING COMPANY LTD. - ------------------------------------- In the presence of: Name: Address: SCHEDULE A This Schedule A shows the names of the Purchaser under the foregoing Subscription Agreement and the principal amounts of Bonds to be purchased by the Purchaser.

NAME ADDRESS US DOLLAR AMOUNT ---- ------- ---------------- Yingli Power Holding No. 3055 Middle Fuxing Road US$85,000,000 Company Ltd. Baoding People's Republic of China Facsimile: +86 312 3151 881 Attention: Conghui Lui

12 SCHEDULE B Governmental approval documents 1. The modification to the Foreign Exchange Registration Form of PRC Individual Overseas Investment (CHINESE CHARACTERS) issued by SAFE, Baoding Sub-branch in relation to the Series A Financing between Inspiration Partners Limited, YGEH, the Company and Mr. Liansheng Miao. 2. The following approvals related to the business of Subsidiaries of TYNER: (a) The latest Business License (CHINESE CHARACTERS) of Chengdu Yingli New Energy Resources Co., Ltd. (b) The latest Business License (CHINESE CHARACTERS) of Tibet Tianwei Yingli New Energy Resources Co., Ltd. (c) The latest Business License (CHINESE CHARACTERS) of Baoding Yingli Guangfu Co., Ltd. (d) The latest Approval Certificate (CHINESE CHARACTERS) of Baoding Yingli Guangfu Co., Ltd. (e) The latest Business License (CHINESE CHARACTERS) of Tibet Keguang Industry and Trading Co., Ltd. 13 EX-4.10 12 h00847exv4w10.txt EX-4.10 AMENDED AND RESTATED SERIES B PRE.SHARE PURCHASE EXHIBIT 4.10 EXECUTION VERSION AMENDED AND RESTATED SERIES B PREFERRED SHARE PURCHASE AGREEMENT dated as of December 15, 2006 by and among YINGLI GREEN ENERGY HOLDING COMPANY LIMITED, YINGLI POWER HOLDING COMPANY LTD., LIANSHENG MIAO, and THE INVESTORS LISTED ON SCHEDULE I ATTACHED HERETO TABLE OF CONTENTS

Page No. -------- ARTICLE I SALE OF SHARES AND CLOSING................................. 1 SECTION 1.01. Purchase and Sale.................................. 1 SECTION 1.02. Closing............................................ 2 SECTION 1.03. Purchase Price..................................... 2 SECTION 1.04. Share Certificate.................................. 2 SECTION 1.05. Use of Proceeds.................................... 3 SECTION 1.06. Escrow Arrangement................................. 4 SECTION 1.07. Further Assurances................................. 5 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY............. 6 SECTION 2.01. Power and Authority................................ 6 SECTION 2.02. Execution and Delivery............................. 6 SECTION 2.03. Corporate Existence of the Company................. 6 SECTION 2.04. Company Capital Stock.............................. 6 SECTION 2.05. Subsidiaries....................................... 7 SECTION 2.06. No Conflicts....................................... 8 SECTION 2.07. Governmental Approvals and Filings................. 9 SECTION 2.08. Books and Records.................................. 9 SECTION 2.09. Financial Statements and Condition................. 9 SECTION 2.10. Taxes.............................................. 10 SECTION 2.11. Legal Proceedings.................................. 10 SECTION 2.12. Compliance With Laws and Orders.................... 11 SECTION 2.13. Real Property...................................... 11 SECTION 2.14. Tangible Personal Property......................... 11 SECTION 2.15. Investment Assets.................................. 11 SECTION 2.16. Intellectual Property Rights....................... 12 SECTION 2.17. Contracts.......................................... 12 SECTION 2.18. Insurance.......................................... 13 SECTION 2.19. Employees; Labor Relations......................... 13 SECTION 2.20. Environmental Matters.............................. 14 SECTION 2.21. Brokers............................................ 14 SECTION 2.22. Related Party Transaction.......................... 15 SECTION 2.23. Registration Rights................................ 15 SECTION 2.24. Disclosure......................................... 15 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.......... 16 SECTION 3.01. Corporate Existence................................ 16 SECTION 3.02. Authority.......................................... 16 SECTION 3.03. No Conflicts....................................... 16 SECTION 3.04. Governmental Approvals and Filings................. 16 SECTION 3.05. Legal Proceedings.................................. 17

SECTION 3.06. Investment Purpose................................. 17 SECTION 3.07. Brokers............................................ 17 ARTICLE IV COVENANTS AND OTHER AGREEMENTS............................ 17 SECTION 4.01. Covenants of the Warrantors........................ 17 SECTION 4.02. Covenants of the Investors......................... 19 SECTION 4.03. Mutual Covenants................................... 19 ARTICLE V CONDITIONS TO CLOSING...................................... 20 SECTION 5.01. Conditions to Each Party's Obligations............. 20 SECTION 5.02. Conditions to Obligations of the Investor.......... 20 SECTION 5.03. Conditions to Obligations of the Company........... 22 ARTICLE VI SURVIVAL; NO OTHER REPRESENTATIONS........................ 22 SECTION 6.01. Survival of Representations and Warranties......... 22 SECTION 6.02. No Other Representations........................... 22 ARTICLE VII INDEMNIFICATION.......................................... 23 SECTION 7.01. Indemnification.................................... 23 SECTION 7.02. Method of Asserting Claims......................... 24 SECTION 7.03. Exclusivity........................................ 26 SECTION 7.04. No Consequential Damages........................... 27 SECTION 7.05. Limitation of Liability............................ 27 ARTICLE VIII TERMINATION............................................. 27 SECTION 8.01. Termination........................................ 27 SECTION 8.02. Effect of Termination.............................. 27 ARTICLE IX DEFINITIONS............................................... 28 SECTION 9.01. Defined Terms...................................... 28 SECTION 9.02. Construction of Certain Terms and Phrases.......... 35 ARTICLE X MISCELLANEOUS.............................................. 36 SECTION 10.01. Notices............................................ 36 SECTION 10.02. Entire Agreement................................... 36 SECTION 10.03. Expenses........................................... 37 SECTION 10.04. Public Announcements............................... 37 SECTION 10.05. Amendment and Waiver............................... 37 SECTION 10.06. No Third Party Beneficiary......................... 37 SECTION 10.07. No Assignment; Binding Effect...................... 37 SECTION 10.08. Enforcement of Agreement........................... 38 SECTION 10.09. Headings........................................... 38 SECTION 10.10. Governing Law; Dispute Resolution.................. 38 SECTION 10.11. Invalid Provisions................................. 38 SECTION 10.12. Counterparts....................................... 39 Schedule I Schedule of the Investors Schedule II Disclosure Schedule Exhibit A Transaction Documents Exhibit B Amended and Restated Shareholders Agreement Exhibit C Amended Articles Exhibit D Warrant Side Letter Exhibit E Additional Investor Representations and Warranties This AMENDED AND RESTATED SERIES B PREFERRED SHARE PURCHASE AGREEMENT, dated as of December 15, 2006 (this "AGREEMENT"), is entered into by and among Yingli Green Energy Holding Company Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the "COMPANY"), Yingli Power Holding Company Ltd., a company with limited liability incorporated and existing under the laws of the British Virgin Islands (the "HOLDCO"), Mr. Liansheng Miao (the "FOUNDER") and the investors listed on Schedule I attached to hereto (the "INVESTORS"). Capitalized terms not otherwise defined herein have the meanings set forth in Section 9.01. WITNESSETH: WHEREAS, the Company, the Holdco, the Founder and Baytree (Investments) Mauritius Pte Ltd. entered into the Series B Preferred Share Purchase Agreement, dated December 5, 2006 (the "PRIOR SERIES B PURCHASE AGREEMENT"); WHEREAS, the parties to the Prior Series B Purchase Agreement desire to amend and restate the Prior Series B Purchase Agreement in its entirety pursuant to the terms set forth in this Agreement; WHEREAS, The parties to the Prior Series B Purchase Agreement have agreed that the Prior Series B Purchase Agreement shall be of no further force and effect and further that the rights granted to the parties hereto under this Agreement shall supersede the rights granted to such parties under the Prior Series B Purchase Agreement WHEREAS, the Company wishes to sell and the Investors wish to purchase a certain number of Series B Preferred Shares, US$0.01 par value per share, of the Company (the "SERIES B PREFERRED SHARES") on terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby amend and restate the Prior Series B Purchase Agreement in its entirety as follows: ARTICLE I SALE OF SHARES AND CLOSING SECTION 1.01. Purchase and Sale. Subject to the conditions set forth in this Agreement, each Investor agrees to purchase, severally but not jointly, and the Company agrees to sell and issue to each such Investor, at the Closing the number of Series B Preferred Shares set forth opposite such Investor's name on Schedule I, at a purchase price of US$4.835 per share. The Series B Preferred Shares issued and sold to the Investors pursuant to this Agreement shall be referred to as the "SHARES". 1 SECTION 1.02. Closing. The Closing shall take place not later than five (5) Business days after the satisfaction or waiver of the conditions set forth in Articles V or such other date agreed by the parties hereto (such date being the "CLOSING DATE") at the offices of Simpson Thacher & Bartlett LLP, 7/F ICBC Tower, 3 Garden Road, Central Hong Kong, or at such other time and place as the Investors and the Company mutually agree. SECTION 1.03. Purchase Price. Subject to Section 1.04 hereof, upon the terms and subject to the conditions of this Agreement, on the Closing Date, each Investor shall pay the Company the sum of (i) the purchase price (the "PURCHASE PRICE") set forth opposite such Investor's name on Schedule I; provided, however, the Advance Payment made by each Advance Payment Investor shall be deemed to constitute the payment by such Advance Payment Investor of its Purchase Price on the Closing Date and (ii), except in the case of the Lead Series B Shareholder, the Pro Rata Expense applicable to such Investor. The Purchase Price shall be paid by each Investor (other than an Advance Payment Investor) as follows: (a) An amount set forth under the heading of "Released Amount" opposite such Investor's name on Schedule I attached hereto (the "RELEASED AMOUNT") shall be paid in immediately available funds by wire transfer to an account to be designated by the Company in writing on or prior to the Closing Date; and (b) The remaining amount of the Purchase Price (the "ESCROW AMOUNT") shall be paid in immediately available funds by wire transfer to an escrow account established pursuant to the Escrow Agreement. The Pro Rata Expense shall be paid by each Investor (other than the Lead Series B Investor) in immediately available funds by wire transfer to an account to be designated by the Company and to be notified by the Lead Series B Investor in writing to each Investor (other than the Lead Series B Investor) on or prior to the Closing Date. SECTION 1.04. Share Certificate. (a) At the Closing, in exchange for the payment to the Company of the Released Amount by each Investor (other than an Advance Payment Investor) and the Pro Rata Expense by each Investor (other than the Lead Series B Shareholder) pursuant to Section 1.03(a) hereof, the Company shall deliver or cause to be delivered to such Investor original share certificates (the "RELEASED SHARE CERTIFICATES") representing the number of Shares set forth under the heading of the "Released Shares" opposite such Investor's name on Schedule I attached hereto (the "RELEASED SHARES"). (b) Subject to the escrow arrangement described in Section 1.06 below, at the Closing, in exchange for the payment to the Escrow Agent of the Escrow Amount by each Investor (other than an Advance Payment Investor) pursuant to Section 1.03(b) hereof, the Company shall deliver or cause to be delivered to such Investor original share certificates (the "ESCROW SHARE CERTIFICATES") representing the number of 2 Shares set forth under the heading of "Escrow Shares" opposite such Investor's name on Schedule I attached hereto (the "ESCROW SHARES"). (c) At the Closing, in exchange for the advance payment of the Purchase Price and the Pro Rata Expense to the Company by each Advance Payment Investor prior to the date of this Agreement, the Company shall deliver or cause to be delivered to such Advance Payment Investor original share certificates (the "ADVANCE PAYMENT SHARE CERTIFICATES") representing the number of Shares set forth under the heading of the "Shares Being Purchased" opposite such Advance Payment Investor's name on Schedule I attached hereto (the "ADVANCE PAYMENT SHARES"). (d) The Company shall exercise its best efforts to pay to the Lead Series B Shareholder the aggregate sum of the Pro Rata Expenses received by the Company at or prior to the Closing as soon as reasonably practicable, but in no event within two (2) Business Days following the Closing. Following the payment of such sum of the Pro Rata Expenses, the Company shall be under no obligation whatsoever to the Lead Series B Investor with respect to the Pro Rata Expenses that remains unpaid to the Lead Series B Investor. (e) For the avoidance of doubt, the rights and obligations of the Company set forth in this Section 1.04(a) and (c) shall apply severally and not jointly to each Investor, and the failure of any Investor or Investors (other than an Advance Payment Investor) to pay the Released Amount or the failure of any Investor or Investors (other than an Lead Series B Shareholder) to pay its or their Pro Rata Expense shall in no way whatsoever affect the Company's right and obligations under this Agreement to effect the Closing with respect to the other Investors. SECTION 1.05. Use of Proceeds. (a) The Company shall not use the net proceeds from the Purchase Price (the "PROCEEDS") for any purpose other than to (i) make an interest-bearing loan (the "SHAREHOLDER LOAN") to Tianwei Yingli in an aggregate principal amount equal to the sum (or its Renminbi equivalent) of (x) the Released Amounts paid by all of the Investors (other than the Advance Payment Investors) and (y) the aggregate amount of all Advancement Payments paid by each Advance Payment Investor and (ii) in accordance with that certain Joint Venture Contract, dated August 25, 2006, by and between Baoding Tianwei Baobian Electric Co., Ltd. and the Company, as amended from time to time (the "JOINT VENTURE CONTRACT"), increase the Company's equity ownership in Tianwei Yingli (the "CAPITAL INCREASE"). The amount of the Capital Increase shall be an amount (or its Renminbi equivalent) equal to the difference between the total amount of the Proceeds and the aggregate principal amount of the Shareholder Loan, provided that if the Shareholder Loan is fully converted into the Company's equity ownership in Tianwei Yingli following approval thereof by relevant Government or Regulatory Authorities, the amount of the Capital Increase shall be the entire amount of the Proceeds. The Company shall, and the Warrantors shall procure the Company and Tianwei Yingli to, apply for the approval of relevant Government or Regulatory Authorities to convert the entire principal 3 and interest accrued under the Shareholder Loan into an equity interest in Tianwei Yingli in the form of a Capital Increase. (b) Following the Shareholder Loan and the Capital Increase, the Company shall procure that the Subsidiaries use the Proceeds for the purchase of silicon raw materials, capital expenditure related to the expansion of the production capacity of the Subsidiaries, repayment of loans of the Subsidiaries made by financial institutions then due and other general corporate purposes of the Subsidiaries in accordance with the Amended Articles and the Shareholders Agreement. Subject to Section 1.06 hereof and the Escrow Agreement, the Proceeds shall be deposited in an account of the Company at a bank located outside of the PRC and shall be withdrawn only by the Company's authorized signatories subject to the prior written approval by the Series B Nominee (as defined in the Shareholders Agreement), which approval shall not be unreasonably withheld, provided such approval by the Series B Nominee shall be required with respect to the withdrawal of the Proceeds for the purpose of effecting the Shareholder Loan and the Capital Increase. SECTION 1.06. Escrow Arrangement. (a) For the purpose of securing satisfaction by the Warrantors of certain conditions subsequent set forth in Section 1.06(c) (the "CONDITIONS SUBSEQUENT"), the Warrantors and the Investors (other than the Advance Payment Investors) shall enter into a mutually satisfactory escrow agreement (the "ESCROW AGREEMENT") with an escrow agent (the "ESCROW AGENT") selected by the Warrantors and reasonably satisfactory to the Investors. The Warrantors and the Investors agree that the Escrow Amount and the Escrow Share Certificates shall be held, free and clear of any and all Liens other than subject to the Escrow Agreement, as of the Closing Date, in an escrow account established pursuant to the Escrow Agreement. For the avoidance of doubt, the Shares issued to the Advance Payment Investors shall not be subject to the provisions of this Section 1.06. (b) The Escrow Amount and the Escrow Share Certificates shall be held in an escrow by the Escrow Agent subject to the terms of the Escrow Agreement until the satisfaction or waiver of the Conditions Subsequent, upon which the Escrow Amount (together with any accrued interest paid by the Escrow Agent) shall be immediately released by the Escrow Agent to the Company as otherwise provided in Section 1.03 and the Escrow Share Certificates shall be immediately released by the Escrow Agent to the Investors as otherwise provided in Section 1.04; provided that, in the event that this Agreement is terminated by the Lead Series B Investor pursuant to Section 8.01(b) hereof, the Escrow Amount (together with any accrued interest paid by the Escrow Agent) shall be returned by the Escrow Agent to the Investors, and the Escrow Share Certificates shall be returned to the Company, each pursuant to Section 8.02(b). For the avoidance of doubt, upon the return of the Escrow Share Certificates, the Investors shall not be entitled to any right to or interest in the Escrow Shares evidenced by such Escrow Share Certificates. 4 (c) Unless otherwise waived by the Lead Series B Shareholder, the Conditions Subsequent shall be deemed to be satisfied when the Company shall have (i) entered into (x) an amendment to the joint venture contract between the Company and Baoding Tianwei Baobian Electrics Co., Ltd (the "JV CONTRACT AMENDMENT") and (y) an amendment to the articles of association of Tianwei Yingli (the "JV ARTICLE AMENDMENT"), in each case to the reasonable satisfaction of the Lead Series B Shareholder; (ii) delivered a legal opinion to the reasonable satisfaction of the Investors from the PRC counsel of the Company that the Company has filed with, and obtained requisite Licenses, approvals and consents from the relevant Governmental or Regulatory Authorities (including, without limitation, the governmental approvals and filings as set forth in Section 2.07 of the Disclosure Schedule) and any other third parties to effect the JV Contract Amendment, the JV Article Amendment and the Capital Increase; and (iii) the Shareholder Loan shall have been funded by the Company to Tianwei Yingli prior to the Capital Increase and duly registered with the Baoding Branch of the State Administration of Foreign Exchange. (d) Each Investor (other than an Advance Payment Investor) hereby appoints the Lead Series B Shareholder as its representative with respect to the negotiation, execution and performance of the Escrow Agreement, and the Lead Series B Shareholder accepts such appointment. The Lead Series B Shareholder, acting in accordance with this Agreement, shall have the authority and power to act on behalf of other Investors (other than the Advance Payment Investors) with respect to the Escrow Agreement or other rights or obligations arising from and taken pursuant to the Escrow Agreement, provided that such actions do not increase or disproportionately affect an Investor's obligations hereunder in regards to the obligations of all Investors hereunder. Each Investor (other than an Advance Payment Investor) shall be bound by all actions taken by the Lead Series B Shareholder in accordance with this Agreement, in connection with the Escrow Agreement. Each of the Investors (other than the Lead Series B Shareholder and the Advanced Payment Investors) agrees, severally and not jointly, to indemnify, defend and hold harmless the other Lead Series B Shareholder to the fullest extent permitted by law from and against any and all Losses of the Lead Series B Shareholder resulting from or arising out of the Lead Series B Shareholder's action on behalf of other Investors with respect to the Escrow Agreement or other rights or obligations arising from and taken pursuant to the Escrow Agreement in the absence of willful misconduct or bad faith on the part of the Lead Series B Shareholder, provided, further that, such Losses shall be borne pro rata by each of the Investors (including the Lead Series B Shareholder) in proportion to such Investor's applicable Escrow Amount. SECTION 1.07. Further Assurances. At any time or from time to time after the Closing, each party hereto shall, at the expense of the party making such request, execute and deliver such other documents and instruments, provide such materials and information and take such other actions as may reasonably be necessary, proper or advisable, to the extent permitted by Law, to fulfill its obligations under this Agreement and the Transaction Documents. 5 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company, the Holdco and the Founder (together, the "WARRANTORS") hereby jointly and severally represent and warrant to each Investor that the statements contained in this Article II are true, correct and complete as of the date of this Agreement and, unless otherwise provided herein, the date of the Closing, except as set forth in the Disclosure Schedule attached hereto as Schedule II, which exceptions shall be deemed to be representations and warranties as if made hereunder: SECTION 2.01. Power and Authority. Each of the Company and the Holdco has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including without limitation the sale and issuance of the Shares, the Warrants and the Warrant Shares upon the exercise of the Warrants pursuant to the Transaction Documents. SECTION 2.02. Execution and Delivery. The execution and delivery by each of the Company and Holdco of the Transaction Documents and the performance by the Company and the Holdco of their respective obligations under the Transaction Documents and any other agreements, instruments and documents required to be executed and delivered with respect to the transactions contemplated in the Transaction Documents have been duly and validly authorized by or on behalf of the Company and/or the Holdco (as applicable), no other action on the part of the Company, the Holdco or their respective shareholders being necessary except as expressly contemplated hereby. The Transaction Documents have been duly and validly executed and delivered by each of the Company and Holdco and assuming the due execution of the Transaction Documents by other parties hereto, constitute legal, valid and binding obligations of each of the Company and Holdco enforceable against each of the Company and the Holdco in accordance with their respective terms. SECTION 2.03. Corporate Existence of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, and has full corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its Assets and Properties. The Company is duly qualified, licensed or admitted to do business in each jurisdiction in which the ownership, use or leasing of its Assets and Properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except for those jurisdictions in which the adverse effects of all such failures by the Company to be qualified, licensed or admitted would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. SECTION 2.04. Company Capital Stock. Immediately prior to the Closing, the authorized capital stock of the Company shall be US$10,000,000, consisting of (a) 967,513,542 ordinary shares ("ORDINARY SHARES"), US$0.01 par value per share, 6 of which 59,800,000 shares are issued and outstanding, (b) 8,081,081 shares of Series A Preferred Shares, US$0.01 par value per share, all of which are issued and outstanding, and (c) 24,405,377 shares of Series B Preferred Shares, US$0.01 par value per share, none of which are issued and outstanding. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, shall be duly authorized and validly issued, fully paid and nonassessable and free and clear of all Liens. The Ordinary Shares issuable upon conversion of the Shares purchased under this Agreement or upon the exercise of the Warrants issued in accordance with the Warrant Side Letter have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of this Agreement and the Amended Articles, shall be duly authorized and validly issued, fully paid and nonassessable and free and clear of all Liens. The delivery of the Share Certificates at the Closing representing the Shares in the manner provided in Section 1.04 shall transfer to each Investor good and valid title to the Shares purchased by such Investor, free and clear of all Liens other than restrictions on the payment of dividends arising under applicable Law, restrictions on transferability arising under applicable securities Laws and any Liens created or suffered to exist by the Investor. Except the Warrants and as disclosed in the Disclosure Schedule and except as provided in this Agreement, there are no outstanding Options with respect to any shares of the Company. A complete list of all outstanding shareholders, Option holders and other security holders of the Company as of the Closing Date is provided in Section 2.04 of the Disclosure Schedule. SECTION 2.05. Subsidiaries. (a) Each of the Subsidiaries is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation and has full corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its Assets and Properties. Each of the Subsidiaries is duly qualified, licensed or admitted to do business in each jurisdiction in which the ownership, use or leasing of its Assets and Properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except for those jurisdictions in which the adverse effects of all such failures by any Subsidiary to be qualified, licensed or admitted would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Articles of Association of each Subsidiary are valid and, to the extent required by applicable Laws, have been approved by and filed with competent Governmental or Regulatory Authorities and are in full force and effect. (b) The Disclosure Schedule lists for each of the Subsidiaries its jurisdiction of organization, the amount of its authorized capital stock or its equivalent, the amount of its outstanding capital stock or its equivalent, and the record owners of such outstanding capital stock or its equivalent. As of the date hereof and as of the Closing Date, except as disclosed in the Disclosure Schedule, all the outstanding shares of capital stock or its equivalent of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free and clear of all Liens. Except as disclosed in the Disclosure Schedule, there are no outstanding Options or other 7 rights, agreements, arrangements or commitments to which any Subsidiary is a party or by which any Subsidiary is bound relating to the issued or unissued shares of capital stock or its equivalent of any Subsidiary. (c) Each of (i) the transfer of the equity interest in Tianwei Yingli held by Baoding Yingli Group Co., Ltd. to the Company as contemplated in Tianwei Yingli's shareholders' resolutions dated August 25, 2006 and (ii) the increase of the registered capital of Tianwei Yingli as contemplated in Tianwei Yingli's board resolutions dated October 10, 2006 and November 13, 2006 were made in compliance, in all material respects, with applicable PRC Laws and Orders (including without limitation the M&A Regulations, the SAFE Circular 75 and the PRC Laws governing state-owned assets). (d) Except as set forth in the Disclosure Schedule, none of the Subsidiaries is in receipt of any written notice from any relevant Governmental or Regulatory Authority notifying the revocation of any Licenses issued to such Subsidiary or requiring any remedial actions by such Subsidiary, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) Except as set forth in the Disclosure Schedule, none of the Subsidiaries is in receipt of any written notice from any relevant Governmental or Regulatory Authority notifying the revocation of any Licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out by such Subsidiary. SECTION 2.06. No Conflicts. Except as disclosed in the Disclosure Schedule, the execution and delivery by each of the Warrantors and Tianwei Yingli of the Transaction Documents (as applicable) do not, and the performance by the Warrantors of their respective obligations under the Transaction Documents, and the consummation of the transactions contemplated thereby shall not, as of the date of this Agreement and as of the Closing Date: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the organizational documents of the Company, the Holdco or any Subsidiary; (b) conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to or any License of the Company, the Holdco, any Subsidiary or any of their respective Assets and Properties in any material respect; or (c) (i) conflict with or result in a violation or breach of, (ii) constitute a default under, (iii) require the Company, the Holdco or any Subsidiary to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, (iv) result in or give to any Person any right of termination, cancellation, acceleration or modification in or with respect to, or (v) result in the creation or imposition of any Lien upon the Company, the Holdco, any Subsidiary or any 8 of their respective Assets and Properties under, any Material Contract, in each case, in any material respect. SECTION 2.07. Governmental Approvals and Filings. Except as disclosed in the Disclosure Schedule, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority on the part of the Company, the Holdco or any Subsidiary is required in connection with the execution, delivery and performance of the Transaction Documents or the consummation of the transactions contemplated thereby. All Licenses required with respect to the Subsidiaries have been duly obtained in accordance with the applicable Laws, except where the failure to obtain such Licenses would not have a Material Adverse Effect. SECTION 2.08. Books and Records. The Company has made available to the Investors prior to the execution of this Agreement complete and correct copies of the organizational documents of the Company and each Subsidiary. The minute books and other similar records of the Company and each Subsidiary as made available to the Investors prior to the execution of this Agreement contain a true and complete record, in all material respects, of all actions taken at all meetings and by written consents in lieu of meetings of the stockholders, the boards of directors and committees of the boards of directors of the Company and each Subsidiary. The shareholders register of the Company and each Subsidiary as made available to the Investors prior to the execution of this Agreement accurately reflect all record issuances and transfers prior to the execution of this Agreement of the capital stock of the Company and each Subsidiary. To the Knowledge of the president, the directors, the vice presidents and the department heads of the Company and Tianwei Yingli, the Books and Records of the Company and each Subsidiary made available to the Investors prior to the execution of this Agreement do not contain any untrue statement of a material fact. SECTION 2.09. Financial Statements and Condition (a) Prior to the execution of this Agreement, the Company has made available to the Investors true and complete copies of the Financial Statements. The information contained in the Financial Statements shall be substantially similar to the information contained in the audited consolidated balance sheets, income statements and statements of cash flow of Tianwei Yingli for the years ended on December 31, 2004 and 2005 (the "ACTUAL ANNUAL FINANCIAL STATEMENTS") and the unaudited consolidated balance sheets, income statements and statements of cash flow of Tianwei Yingli for the six months ended June 30, 2006 (the "ACTUAL INTERIM FINANCIAL STATEMENTS"), each of which shall have been audited (in the case of the Actual Annual Financial Statements) or reviewed (in the case of the Actual Interim Financial Statements) by KPMG Huazhen and shall be delivered to the Investors as soon as it is released by KPMG Huazhen but no later than sixty (60) days following the Closing. The net income for each of the years ended on December 31, 2004 and 2005 as indicated in the Actual Annual Financial Statements shall not be less than ninety five percent (95%) of the net income for each of the corresponding years indicated in the Financial Statements. The net income for the six months ended on June 30, 2006 as 9 indicated in the Actual Interim Financial Statements shall not be less than ninety percent (90%) of its counterpart for the corresponding period indicated in the Financial Statements. (b) Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant thereto on or prior to the Closing Date or as disclosed in the Disclosure Schedule, since June 30, 2006 until the Closing Date, the business of the Company and the Subsidiaries has been operated in all material respects in the ordinary course consistent with past practice and there has not been any change in the Business or Condition of the Company that has or would reasonably be expected to have a Material Adverse Effect. (c) To the Knowledge of the Warrantors, except as reflected in the Financial Statements described in paragraph (a) of this Section or as set forth in the Disclosure Schedule, and except for Liabilities incurred in the ordinary course of business consistent with past practice, neither the Company nor any Subsidiary has any material Liabilities of any nature (whether accrued, absolute, contingent or otherwise) required by US GAAP to be set forth on a consolidated balance sheet of the Company or in the notes thereto. SECTION 2.10. Taxes. Except as disclosed in the Disclosure Schedule, as of the date hereof, (1) the Company and each Subsidiary have filed all Tax returns and reports required to be filed by the Company and each Subsidiary, or requests for extensions to file such returns or reports have been timely filed or granted and have not expired; (2) all such Tax returns and reports are true, correct and complete except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (3) there have been no examinations or audits of any tax returns or reports by any applicable Governmental or Regulatory Authority; and (4) there have been no written communications from any applicable Governmental or Regulatory Authority. As of the date hereof, except as disclosed in the Disclosure Schedule, the Company and each Subsidiary have paid all Taxes shown as due on such Tax returns and reports in all material respects. Further, each of the Company and its Subsidiaries has duly withheld individual income taxes and adequately paid mandatory contributions to the statutory welfare or social security funds on behalf of all its employees, contractors and directors, in each case to the extent required by applicable laws, in compliance with the applicable regulations in each respective jurisdiction such that there shall be no default or underpayment in respect of individual income taxes and mandatory contributions to the statutory social security funds that has or would reasonably be expected to have a Material Adverse Effect. SECTION 2.11. Legal Proceedings. As of the date hereof, except as disclosed in the Disclosure Schedule or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) there are no Actions or Proceedings pending or, to the Knowledge of the Warrantors, threatened seeking to restrain, adjourn or otherwise prohibit or make 10 illegal the consummation of any of the transactions contemplated by the Transaction Documents; and (b) there are no Actions or Proceedings pending or, to the Knowledge of the Warrantors, threatened against, relating to or affecting the Company, any Subsidiary or any of their respective Assets and Properties. SECTION 2.12. Compliance With Laws and Orders. Except as disclosed in the Disclosure Schedule or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any Subsidiary has received any written communication since January 1, 2004 until the date hereof from any Governmental or Regulatory Authority that alleges that the Company or any Subsidiary, as applicable, is in violation of or in default under any Law or Order applicable to the Company or such Subsidiary. To the Knowledge of the Warrantors, each of the Company and its Subsidiaries is in compliance, in all material respects, with all Laws or Orders. SECTION 2.13. Real Property. (a) Except as disclosed in the Disclosure Schedule, each of the Company and the Subsidiaries has good title to each parcel of real property owned by it and is in possession of each such parcel of real property, together with all buildings, structures, facilities, fixtures and other improvements thereon, free and clear of any Lien other than the Permitted Liens that do not materially impair the Company's or any Subsidiary's ownership or use of such property. (b) Except as disclosed in the Disclosure Schedule, each of the Company and the Subsidiaries has a valid and subsisting leasehold estate in and the right to quiet enjoyment of the real properties leased by it, free and clear of any Liens other than the Permitted Liens (except by the Lessor) that do not materially impair the Company's or any Subsidiary's use of such property. SECTION 2.14. Tangible Personal Property. Except as disclosed in the Disclosure Schedule or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Company and the Subsidiaries is in possession of and has good title to, or has valid leasehold interests in or valid rights under Contract to use, all tangible personal property material to the Business or Condition of the Company, free and clear of any Liens other than the Permitted Liens that do not materially impair the Company's or any Subsidiary's ownership or use, as applicable, of such property. SECTION 2.15. Investment Assets. As of the date hereof, the Disclosure Schedule lists each Investment Asset in excess of US$3 million held by the Company or any Subsidiary in any Person which is not a Subsidiary. Except as disclosed in the Disclosure Schedule, as of the date hereof, all such Investment Assets listed on the Disclosure Schedule are owned by the Company or a Subsidiary and are free and clear of 11 all Liens other than the Permitted Liens that do not materially impair the Company's or any Subsidiary's ownership or use of such property. SECTION 2.16. Intellectual Property Rights. As of the date hereof, each of the Company and the Subsidiaries either has all right, title and interest in or a valid and binding right under Contract to use the Intellectual Property material to the Business or Condition of the Company (the "COMPANY INTELLECTUAL PROPERTY"). As of the date hereof, (a) all registrations with and applications to Governmental or Regulatory Authorities in respect of the Company Intellectual Property owned by the Company or a Subsidiary are valid and in full force and effect and (b) the execution of the Transaction Documents and the consummation of the transactions contemplated thereby do not trigger any restrictions on the direct or indirect transfer of any material Contract, or any interest therein, held by the Company or any Subsidiary in respect of the Company Intellectual Property. As of the date hereof, neither the Company nor any Subsidiary has received notice that the Company or any Subsidiary is infringing any Intellectual Property of any other Person in any material respect; to the Knowledge of the Warrantors, no claim to such effect is pending and has not been resolved; and as of the date hereof, to the Knowledge of the Warrantors, neither the Company nor any Subsidiary is infringing any Intellectual Property of any other Person in any material respect. Section 2.16 of the Disclosure Schedule contains a complete list of the Company Intellectual Property. SECTION 2.17. Contracts. (a) As of the date hereof, the Disclosure Schedule contains a true and complete list of each of the following Contracts to which the Company or any Subsidiary is a party or by which any of their respective Assets and Properties is bound (the "MATERIAL CONTRACTS"): (i) Contracts providing for a commitment of employment or consultation services for a specified or unspecified term or otherwise relating to employment or termination of employment of each member of senior management of the Company and the Subsidiaries; (ii) Contracts containing any provision or covenant prohibiting or materially limiting the ability of the Company or any Subsidiary to engage in any business activity or compete with any Person or prohibiting or materially limiting the ability of any Person to compete with the Company or any Subsidiary or otherwise impairing, restricting or imposing conditions on the Company or any Subsidiary's right to offer or sell products or services in specified geographical areas or for specified time periods; (iii) material partnership, joint venture, shareholders' or other similar Contracts with any Person; 12 (iv) Contracts relating to Indebtedness of the Company or any Subsidiary in excess of US$3 million; (v) Contracts with distributors, manufacturers, suppliers or sales agencies that involve a binding payment or obligation by or to the Company or any Subsidiary of more than US$3 million annually; (vi) Contracts relating to (A) the future disposition or acquisition of any Assets and Properties individually or in the aggregate material to the Business or Condition of the Company, other than dispositions or acquisitions in the ordinary course of business, and (B) any merger or other business combination (other than this Agreement); (vii) Contracts between or among the Company and any Subsidiary relating to Indebtedness or the provision of services between such entities; (viii) Contracts with top five (5) distributors, manufacturers, suppliers or sales agencies, which collectively account for at least seventy percent (70%) of the supply of silicon to the Company and its Subsidiaries in the aggregate as of the date of this Agreement; and (ix) Contracts transferring or licensing any Company Intellectual Property to or from the Company or any Subsidiary (other than licenses from commercially readily available "off the shelf" computer software). (b) As of the date hereof, none of the Contracts required to be disclosed in the Disclosure Schedule has been terminated prior to the expiration of the agreed minimum term by any party thereto nor, to the Knowledge of the Warrantors as to any Contract the Company or any Subsidiary is a party, has any party indicated its intention to terminate any of such Contracts. Except as disclosed in the Disclosure Schedule, to the Knowledge of the Warrantors, neither the Company nor any Subsidiary or any other party to such Contract is in violation or breach of or default under any such Contract in any material respect. SECTION 2.18. Insurance. As of the date hereof, except as disclosed in the Disclosure Schedule or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no premiums are due or have not been paid in relation to, and neither the Company nor any Subsidiary has received any notice of cancellation or termination in respect of, or, to the Knowledge of the Warrantors, is in default under, any insurance policy currently in effect that insure the business, operations or employees of the Company or any Subsidiary or affect or relate to the ownership, use or operation of any of the Assets and Properties of the Company or any Subsidiary in any material respect. SECTION 2.19. Employees; Labor Relations. Except as disclosed in the Disclosure Schedule, each of the employees of the Company and/or the Subsidiaries 13 has entered into an employment contract with the Company or the applicable Subsidiary in the form made available to the Investors prior to the Closing. Except as disclosed in the Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any other currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation agreement. As of the date hereof, except as disclosed in the Disclosure Schedule, there are no disputes pending or, to the Knowledge of the Company, threatened in writing between the Company or any Subsidiary and any trade union or other representatives of its employees, except in each case for such disputes as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. SECTION 2.20. Environmental Matters. As of the date hereof, except as disclosed in the Disclosure Schedule: (a) Neither the Company nor any Subsidiary has received any written communication since January 1, 2003 until the date hereof from any Governmental or Regulatory Authority that alleges that the Company or any Subsidiary, as applicable, is not in compliance with applicable Environmental Laws in any material respect, except for any non-compliance that has been settled or resolved. (b) To the Knowledge of the Company, neither the Company nor any Subsidiary is in violation of or not in compliance with applicable Environmental Laws in any material respect. (c) To the Knowledge of the Company, each of the Company and the Subsidiaries has obtained or maintains all environmental, health and safety permits and governmental authorizations necessary for the construction of its facilities and the conduct of its operations as currently conducted, as applicable (collectively, the "ENVIRONMENTAL PERMITS"), and all such Environmental Permits are in good standing or, where applicable, a renewal application or an application for any new operations has been timely filed and is pending agency approval, and the Company and the Subsidiaries are in compliance with all terms and conditions of such Environmental Permits. To the Knowledge of the Company, neither the Company nor any Subsidiary has received any notice from any Governmental Authority that it will revoke, cancel, withdraw, terminate, suspend, not renew, or modify any such Environmental Permits. (d) This Section 2.20 contains the sole and exclusive representations and warranties of the Company with respect to environmental matters arising under any Environmental Law. SECTION 2.21. Brokers. All negotiations relating to this Agreement and the transactions contemplated hereby have been carried out by the Company directly with the Investors without the intervention of any Person on behalf of the Company in such manner as to give rise to any valid claim by any Person against the 14 Investor, the Company or any Subsidiary for a finder's fee, brokerage commission or similar payment. SECTION 2.22. Related Party Transaction. Except as disclosed in the Disclosure Schedule, no Founder, officer or director of the Company or any Subsidiary or any Affiliate of any such person has any agreement with the Company or any Subsidiary (except for employment contracts), understanding, proposed transaction with, or is indebted to, any Company or Subsidiary, nor is any Company or Subsidiary indebted (or committed to make loans or extend or guarantee credit) to any of such persons (other than for accrued salaries, reimbursable expenses or other standard employee benefits). Except as disclosed in the Disclosure Schedule, no Founder, officer or director of the Holdco, the Company or any Subsidiary has any direct or indirect ownership interest in (i) any Person with which the Company or any Subsidiary is affiliated, (ii) any Person with which the Company or any Subsidiary has a business relationship, (iii) any Person that competes with the Company or any Subsidiary or (iv) any Person which purchases from or sells, licenses or furnishes to the Company or any Subsidiary any goods, property, intellectual or other property rights or services. Except as disclosed in the Disclosure Schedule, there is no agreement between any Founder, the Holdco and any other shareholder with respect to the ownership or control of the Company or any Subsidiary. SECTION 2.23. Registration Rights. Except as provided in the Disclosure Schedule, the Shareholders Agreement, the warrant, dated August 28, 2006, granted by the Company to TB Management Company Limited, the Warrants, and any employee stock option plans to be adopted by the Company in contemplation of the Qualified IPO, neither the Company nor any Subsidiary is under any obligation to provide any rights to register under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT"), any of its presently outstanding securities or any of its securities that may hereafter be issued or upon exercise or conversion of its currently outstanding securities, including piggyback rights, to any Person. SECTION 2.24. Disclosure. The information provided by the Warrantors to the Investors as part of the due diligence process in connection with the negotiation and execution of the Transaction Documents, taken as a whole, are true and accurate in all material respects. The information contained in the Transaction Documents and any other written certificates or instruments delivered by the Warrantors in connection with the transactions contemplated therein, taken as a whole, is true and accurate in all material respects. 15 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE INVESTORS Unless otherwise specified herein, each Investor hereby, with respect to such Investor, severally but not jointly represents and warrants to the Company as follows: SECTION 3.01. Corporate Existence. Each Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it has been organized. Each Investor has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. SECTION 3.02. Authority. The execution and delivery by each Investor of this Agreement, and the performance by such Investor of its obligations hereunder, have been duly and validly authorized by all necessary action on the part of such Investor, no other action on the part of such Investor or its equity holders being necessary. This Agreement has been duly and validly executed and delivered by each Investor and constitutes a legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms. SECTION 3.03. No Conflicts. The execution and delivery by each Investor of this Agreement do not, and the performance by such Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby shall not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the corporate organizational documents of such Investor; (b) conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to such Investor or any of its Assets and Properties; or (c) (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require such Investor to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, (iv) result in or give to any Person any right of termination, cancellation, acceleration or modification in or with respect to, or (v) result in the creation or imposition of any Lien upon such Investor or any of its Assets and Properties under, any Contract or License to which such Investor is a party or by which any of its Assets and Properties is bound. SECTION 3.04. Governmental Approvals and Filings. No consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority on the part of any Investor is required in connection with the execution, delivery and 16 performance of this Agreement or the consummation of the transactions contemplated hereby. SECTION 3.05. Legal Proceedings. There are no Actions or Proceedings pending or, to the Knowledge of each Investor, threatened seeking to restrain, enjoin or otherwise prohibit or make illegal the consummation of any of the transactions contemplated by this Agreement. SECTION 3.06. Investment Purpose. Each Investor is acquiring the Shares solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof. SECTION 3.07. Brokers. All negotiations relating to this Agreement and the transactions contemplated hereby have been carried out by each Investor directly with the Company without the intervention of any Person on behalf of such Investor in such manner as to give rise to any valid claim by any Person against the Company for a finder's fee, brokerage commission or similar payment. SECTION 3.08. Additional Representations. In addition to the representations and warranties set forth in Sections 3.01 through 3.07 above, each Investor who is a U.S. person (as such term is defined by Regulation S under the Securities Act), with respect to such Investor, severally but not jointly, makes the representations and warranties set forth in Appendix E attached hereto. ARTICLE IV COVENANTS AND OTHER AGREEMENTS SECTION 4.01. Covenants of the Warrantors. The Warrantors covenant and agree with each Investor that, at all times from and after the date hereof until the Closing, the Company shall comply and the Warrantors shall procure the compliance by the Company and Tianwei Yingli with all covenants and provisions of this Section 4.01, except to the extent the Lead Series B Shareholder may otherwise consent in writing, which consent shall not be unreasonably withheld, delayed or conditioned. (a) Regulatory and Other Approvals. The Warrantors shall, and shall cause the Subsidiaries to, as promptly as reasonably practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated in the Transaction Documents, including without limitation those described in the Disclosure Schedule and the filing under the SAFE Circular 75, which shall be obtained no later than March 31, 2007, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (iii) provide reasonable 17 cooperation to the Investors in connection with the performance of its obligations under Section 4.02. The Company shall provide prompt notification to the Investors when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, denied, rejected or disapproved, as applicable, and shall advise the Investors of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by the Transaction Documents. (b) Conduct of Business. The Company and each Subsidiary shall conduct its business in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, between the date of this Agreement and the Closing Date, the Company shall use, and the Warrantors shall cause each Subsidiary to use their best efforts to (i) preserve intact the present business organization and reputation of the Company and the Subsidiaries, respectively, in all material respects, (ii) keep available (subject to dismissals and retirements in the ordinary course of business) the services of the key officers and employees of the Company and the Subsidiaries, respectively, (iii) maintain the respective Assets and Properties of the Company and the Subsidiaries in working order and condition consistent with past custom and practice, ordinary wear and tear excepted, and (iv) maintain the goodwill of key customers, suppliers and lenders and other Persons with whom the Company and any Subsidiary otherwise has significant business relationships. (c) Fulfillment of Conditions. The Warrantors shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the obligations of the Investors contained in this Agreement and shall not take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition. (d) Delivery of Financial Statements. As promptly as practicable, but no later than one hundred twenty (120) days, after the end of each of 2006 and 2007, the Company shall deliver to the Investors audited consolidated balance sheets, income statements and statements of cash flow of the Company, in each case prepared in accordance with US GAAP, provided that if such consolidated financial statements of the Company are not available, the Company shall deliver audited consolidated balance sheets, income statements and statements of cash flow of Tianwei Yingli, in each case prepared in accordance with US GAAP. (e) Amended and Restated Articles of Association. The Warrantors shall take all necessary steps to file or register the Company's Amended Articles in the form reasonably satisfactory to the Lead Series B Shareholder with applicable Governmental and Regulatory Authorities within five (5) Business Days after the Closing. (f) Register of Members. Notwithstanding anything contrary herein, the Warrantors shall, on the Business Day immediately following the Closing Date, deliver a copy of its registers of the members, directors, officers and holders of warrants 18 of the Company, certified by the Chief Executive Officer as true, complete, accurate and as in effect immediately after the Closing. The register of members and register of directors delivered under this Section 4.01(f) shall reflect the issuance of the Shares pursuant to this Agreement and the election of the Series B Nominee (as defined in the Shareholders Agreement), respectively. SECTION 4.02. Covenants of the Investors. Unless otherwise specified herein, each Investor, with respect to such Investor, covenants and agrees with the Company that, at all times from and after the date hereof until the Closing, such Investor shall comply with all covenants and provisions of this Section 4.02, except to the extent the Company may otherwise consent in writing, which consent shall not be unreasonably withheld, delayed or conditioned. (a) Regulatory and Other Approvals. Each Investor shall as promptly as practicable (i) take all commercially reasonable steps necessary or desirable to obtain all applicable consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of such Investor to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (iii) provide reasonable cooperation to the Company in connection with the performance of its obligations under this Section 4.02. Each Investor shall provide prompt notification to the Company when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Company of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement. (b) Fulfillment of Conditions. Each Investor shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each condition to the obligations of the Company contained in this Agreement and shall not take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition. SECTION 4.03. Mutual Covenants. Each party hereto covenants and agrees with the other party that, at all times from and after the date hereof until the Closing, such party shall comply with all covenants and provisions of this Section 4.03, except to the extent each other party may otherwise consent in writing, which consent shall not be unreasonably withheld, delayed or conditioned. (a) Confidentiality. Each party hereto shall hold, and shall cause its representatives to hold, in confidence this Agreement, the Transaction Documents, all documents and information furnished to it by or on behalf of the other parties in connection with the transactions contemplated hereby and shall continue to be bound the 19 terms of the confidentiality agreement with the Company respectively entered by each Investor, the terms of which are incorporated herein by reference. (b) Publicity. No party hereto shall make any announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other parties, except as may be required pursuant to applicable Law and except pursuant to Section 10.04. ARTICLE V CONDITIONS TO CLOSING SECTION 5.01. Conditions to Each Party's Obligations. The obligation of any of the parties hereto to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by the Company and the Lead Series B Shareholder): (a) Orders and Laws. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement. SECTION 5.02. Conditions to Obligations of the Investor. The obligation of each Investor to purchase Shares at the Closing pursuant to this Agreement is subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by such Investor in its sole discretion): (a) Representations and Warranties. The representations and warranties made by the Warrantors in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date (or, in the case of representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date). (b) Performance. The Warrantors shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by the Warrantors at or before the Closing. (c) No Material Change. Since June 30, 2006, there shall not have occurred any change, event or condition that, individually or taken as a whole, has, or that could reasonably be expected to have a Material Adverse Effect. (d) Officer's Certificate. The Company's chief executive officer shall deliver to the Investors at the Closing a certificate (i) certifying that the conditions specified in Sections 5.02(a), 5.02(b), 5.02(c) and 5.02(j) have been fulfilled; and (ii) 20 attaching a copy of the Amended Articles which shall be effective upon the Closing. (e) Transaction Documents. Except for the Amended Articles, the JV Contract Amendment and the JV Article Amendment, each party to each Transaction Document shall have duly executed and delivered each of the Transaction Documents to which it is a party, which shall each be substantially similar to the respective forms attached hereto as exhibits. (f) Memorandum and Articles of Association. The Amended Articles, which shall be substantially in the form attached hereto as Exhibit C and be effective upon the Closing, shall have been duly adopted by all necessary actions of the board of directors and shareholders of the Company. (g) Opinion of Counsel. The Investors shall have received as of the Closing Date the opinions of each of Conyers Dill & Pearman, Cayman Islands counsel to the Company, and Fangda Partners, the PRC counsel to the Company, both dated as of the Closing Date, to the reasonable satisfaction of the Investors. (h) Issuance of New Shares. Prior to the Closing, the Company shall not, and the Warrantors shall procure the Company not to, have issued or authorized the issuance of any Ordinary Shares or Series B Preferred Shares other than as set forth in Section 2.04 hereof. (i) Series B Directors. All necessary actions shall have been taken to appoint a representative of the holders of the Series B Preferred Shares to each of the board of directors of the Company and Tianwei Yingli, and to each committee of the board of the Company, effective as of the Closing Date. (j) Confidential Submission. The Company shall have submitted to the United States Securities and Exchange Commission on a confidential basis a draft registration statement on Form F-1 in connection with the initial public offering of the Company's equity securities on the New York Stock Exchange as lead-managed, as of the date of such submission, by the underwriters identified in the copy of the draft registration statement on Form F-1 provided to the Lead Series B Shareholder on November 18, 2006. (k) Warrant Side Letter. The Company, the Holdco, the Founder and the Lead Series B Shareholder shall have entered into a side letter relating, among others, to the issuance of certain warrants substantially in the form attached hereto as Exhibit D (the "WARRANT SIDE LETTER") or as otherwise agreed by the Lead Series B Shareholder. (l) Funding of the CB Proceeds. At least US$62,000,000 of the proceeds from the issuance of that certain US$85,000,000 Bonds due 2008 issued by the Company under the Trustee Deed, dated November 13, 2006, between the Company and DB Trustees (Hong Kong) Limited, shall have been funded by the Company into Tianwei Yingli in the form of registered capital to increase the percentage of the Company's 21 equity ownership in Tianwei Yingli to at least 62.13%, as evidenced by a capital verification report issued by a PRC certified public accountant and an updated business license of Tianwei Yingli to such effect. SECTION 5.03. Conditions to Obligations of the Company. The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by the Company in its sole discretion); provided that the failure to fulfill any of such conditions by an Investor other than the Lead Series B Shareholder shall not affect the ability of the Lead Series B Shareholder to consummate the transactions contemplated by this Agreement with respect to the Lead Series B Shareholder. (a) Representations and Warranties. The representations and warranties made by each Investor in this Agreement, taken as a whole, shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date. (b) Performance. Each Investor shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by such Investor at or before the Closing. ARTICLE VI SURVIVAL; NO OTHER REPRESENTATIONS SECTION 6.01. Survival of Representations and Warranties. The representations and warranties of the Company contained in Article II and in the Disclosure Schedule shall survive only until the first anniversary of the Closing, except that any representation or warranty that would otherwise terminate in accordance with this sentence shall continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given in good faith based on facts reasonably expected to establish a valid claim under Article VII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VII. SECTION 6.02. No Other Representations. Except those representations and warranties contained in Article II as qualified by the Disclosure Schedule, it is the explicit intent of each party hereto that the Company is making no representation or warranty whatsoever, express or implied, at law or in equity, whether under contract, tort or other applicable law, in respect of the Business, the Company or any Subsidiary, or any of their respective Assets and Properties, Liabilities or operations. In addition, the Company makes no representation or warranty to the Investors with respect to any financial projection or forecast relating to the Business or Condition of the Company provided by or on behalf of the Company to the Investors or any of their 22 Affiliates or Representatives, provided, that, such financial projection or forecast were prepared in good faith. With respect to any projection or forecast with respect to the Company and the Subsidiaries or the Business delivered by or on behalf of the Company to the Investors or any of their Affiliates or Representatives, each Investor acknowledges that (a) there are uncertainties inherent in attempting to make such projections and forecasts, (b) it is familiar with such uncertainties, (c) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts furnished to it and (d) it shall have no claim against the Company or any of their Affiliates or Representatives with respect thereto, except where it is determined that such projection or forecast were not prepared in good faith. ARTICLE VII INDEMNIFICATION SECTION 7.01. Indemnification. (a) Following the Closing, subject to paragraphs (c) and (d) of this Section, Section 7.03 and the other Sections of this Article VII, the Warrantors shall jointly and severally indemnify each Investor in respect of, and hold it harmless from and against, any and all Losses suffered, incurred or sustained by it or to which it becomes subject, resulting from, arising out of or relating to any breach of representation or warranty or non-fulfillment of or failure to perform any covenant or agreement on the part of the Warrantors made in this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, no amounts of indemnity shall be payable by the Warrantors as a result of any Losses arising under paragraph (a) of this Section 7.01: (i) with respect to any claim, unless and until the aggregate amount of Losses suffered cumulatively by any and all Investors exceeds US$2 million, in which case each Investor shall be entitled to indemnification of the entire amount of Losses suffered by it subject to the terms and conditions of Section 7.01; (ii) with respect to any Investor, to the extent it arises from or was caused by actions taken by such Investor or any of its Affiliates; or (iii) with respect to any Investor, to the extent that such Investor had been compensated for such Loss. (c) Notwithstanding anything to the contrary contained in this Agreement, the Warrantors shall, in no circumstance, be obligated hereunder to indemnify any Investor in respect of any and all Losses in the aggregate in an amount in excess of the sum of (i) the Purchase Price paid by such Investor and (ii) an amount representing 12% of the Purchase Price paid by such Investor, as computed on an annualized basis. 23 (d) Notwithstanding anything to the contrary contained in this Agreement, this Article VII shall survive any termination of this Agreement. SECTION 7.02. Method of Asserting Claims. All claims for indemnification by any Indemnified Party under Section 7.01 must be asserted and resolved as follows: (a) In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 7.01 is asserted against or sought to be collected from such Indemnified Party by a Person other than the Warrantors or any of their respective Affiliates (a "THIRD PARTY CLAIM"), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 7.01 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (i) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 7.02(a), then the Indemnifying Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or shall be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed in the case of any settlement that provides for any relief other than the payment of monetary damages as to which the Indemnified Party shall be indemnified in full). The Indemnifying Party shall have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof, except that: (x) the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests and not prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in clause (ii) below, if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to the portion of such Third Party Claim prejudiced by the Indemnified Party's action); and (y) if requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the 24 Indemnifying Party elects to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). The Indemnified Party may retain separate counsel to represent it in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and the Indemnified Party shall bear its own costs and expenses with respect to such separate counsel except as provided in the preceding sentence. Notwithstanding the foregoing, the Indemnified Party may retain or take over the control of the defense or settlement of any Third Party Claim the defense of which the Indemnifying Party has elected to control if the Indemnified Party irrevocably waives its right to indemnity under Section 7.01 with respect to such Third Party Claim. (ii) If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to this Section 7.02(a), then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnified Party to a final conclusion or shall be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed). The Indemnified Party shall have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that: (x) if requested by the Indemnified Party, the Indemnifying Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnifying Party or any of its Affiliates); (y) notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this clause (ii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation; and 25 (z) the Indemnifying Party may retain separate counsel to represent it in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (iii) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Indemnified Party with respect to the Third Party Claim under Section 7.01 or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Third Party Claim, the Loss arising from such Third Party Claim shall, subject to the provisions of Section 7.01(c), be conclusively deemed a liability of the Indemnifying Party under Section 7.01 and the Indemnifying Party shall, subject to the provisions of Section 7.01(c), pay the amount of such Loss to the Indemnified Party on demand following the final determination thereof. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with the dispute resolution provisions in Section 10.10. (b) In the event of a claim by any Indemnified Party under Section 7.01 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss arising from the claim specified in such Indemnity Notice shall, subject to the provisions of Section 7.01(c), be conclusively deemed a liability of the Indemnifying Party under Section 7.01 and the Indemnifying Party shall, subject to the provisions of Section 7.01(c), pay the amount of such Loss to the Indemnified Party on demand following the final determination thereof. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved in accordance with the dispute resolution provisions in Section 10.10. SECTION 7.03. Exclusivity. After the Closing, except in the event of fraud or willful breach of representations, warranties or covenants herein, the indemnities set forth in this Article VII shall be the sole and exclusive remedies of each Investor and its respective officers, directors, employees, agents and Affiliates for any breach of representation or warranty or nonfulfillment of or failure to perform any covenant or agreement made in this Agreement, and the parties shall not be entitled to a rescission of this Agreement or to any further indemnification rights or claims of any nature whatsoever in respect thereof, all of which the parties hereto hereby waive. No Person who was an officer, director or stockholder of the Company or any of the Subsidiaries prior to the Closing or any of their respective Affiliates shall have any liability to make any payment in respect of any breach of any representation or warranty 26 or non-performance of any covenant or agreement made in this Agreement, except for the Company's indemnification obligations under this Article VII. SECTION 7.04. No Consequential Damages. Anything herein to the contrary notwithstanding, no party shall be liable under this Agreement or with respect to the transactions contemplated hereby for any consequential, exemplary, punitive, special, indirect or incidental damages, including loss of profits or revenue or any multiple of damages. SECTION 7.05. Limitation of Liability. No recourse shall be had for any claim based on or otherwise in respect of this Agreement or the transactions contemplated hereby against any Person other than the Warrantors or the Investors. ARTICLE VIII TERMINATION SECTION 8.01. Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned: (a) at any time before the Closing, by mutual written agreement of the Company and the Investors; or (b) after the Closing by the Lead Series B Investor in the event the Conditions Subsequent shall have not been satisfied or waived by March 31, 2007; SECTION 8.02. Effect of Termination. (a) Subject to paragraph (b) below, if this Agreement is validly terminated pursuant to Section 8.01, this Agreement shall forthwith become null and void, and there shall be no liability or obligation on the part of the Company or any Investor (or any of their respective officers, directors, employees, agents or other Representatives or Affiliates) under this Agreement or in connection with the transactions contemplated hereby, except that such termination shall not relieve any breaching party from liability hereunder from willful breach of any representation or warranty contained herein or any breach of any covenant or agreement contained herein. (b) If this Agreement is validly terminated pursuant to Section 8.01(b), within five (5) Business Days after receipt of such written request from the Lead Series B Investor, the Escrow Agent shall (i) release the Escrow Amount (together with any accrued interest paid thereon by the Escrow Agent) to the bank accounts designated by the Lead Series B Investor in writing and (ii) return the Escrow Share Certificates to the Company. Immediately upon the return by the Escrow Agent of the Escrow Amount (together with any accrued interest paid by the Escrow Agent) to each Investor, such Investor shall no longer be a shareholder of the Company with respect to the Escrow Shares and shall not have any rights, interests or claims with respect to the Company as a shareholder of the Company with respect to the Escrow Shares. 27 ARTICLE IX DEFINITIONS SECTION 9.01. Defined Terms. As used in this Agreement, the following defined terms have the meanings indicated below: "ACTIONS OR PROCEEDINGS" means any action, suit, proceeding, arbitration or Governmental or Regulatory Authority investigation. "ACTUAL ANNUAL FINANCIAL STATEMENTS" has the meaning ascribed to it in Section 2.09(a). "ACTUAL INTERIM FINANCIAL STATEMENTS" has the meaning ascribed to it in Section 2.09(a). "ADVANCE PAYMENT" means, with respect to each Advance Payment Investor, such amount of advance payment made by such Advance Payment Investor to the Company pursuant to the Advance Payment Agreement between such Advance Payment Investor and the Company, to the extent that such advance payment equals the purchase price of the Series B Preferred Shares allocated by the Company to such Advance Payment Investor as indicated as the Purchase Price set forth opposite such Advance Payment Investor's name on Schedule 1. "ADVANCE PAYMENT INVESTORS" means Modern Peakview Limited, KWR International Ltd., and DBS Nominees (Private) Limited. "ADVANCE PAYMENT SHARES" has the meaning ascribed to it in Section 1.04(c). "ADVANCE PAYMENT SHARE CERTIFICATES" has the meaning ascribed to it in Section 1.04(c). "AFFILIATE" means any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by Contract or otherwise and, in any event and without limitation of the previous sentence, any Person owning fifty percent (50%) or more of the voting securities of another Person shall be deemed to control that Person. "AGREEMENT" means this Series B Preferred Share Purchase Agreement, the Disclosure Schedule, the exhibits and annexes attached hereto. "AMENDED ARTICLES" means the Second Amended and Restated Memorandum and Articles of Association of the Company. 28 "ASSETS AND PROPERTIES" of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person. "BOOKS AND RECORDS" means all files, documents, instruments, papers, books and records relating to the Business or Condition of the Company, including without limitation financial statements, Tax returns and related work papers and letters from accountants, budgets, pricing guidelines, ledgers, journals, deeds, title policies, minute books, stock certificates and books, stock transfer ledgers, Contracts, Licenses, operating data and plans. "BUSINESS" means the design, manufacture, sales, assembly, installation and servicing of photovoltaic products engaged in by the Company, directly or indirectly through the Subsidiaries. "BUSINESS DAY" means a day other than Saturday, Sunday or any day on which banks located in Hong Kong are authorized or obligated to close. "BUSINESS OR CONDITION OF THE COMPANY" means the business, financial condition or results of operations of the Company and the Subsidiaries taken as a whole. "CLAIM NOTICE" means written notification pursuant to Section 7.02(a) of a Third Party Claim as to which indemnity under Section 7.01 is sought by an Indemnified Party, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party's claim against the Indemnifying Party under Section 7.01, together with the amount or, if not then reasonably determinable, the estimated amount, determined in good faith, of the Loss arising from such Third Party Claim. "CLOSING" means the closing of the transactions contemplated by Article I. "CLOSING DATE" has the meaning ascribed to it in Section 1.02. "COMPANY" has the meaning ascribed to it in the preamble of this Agreement. "COMPANY INTELLECTUAL PROPERTY" has the meaning ascribed to it in Section 2.16. "CONDITIONS SUBSEQUENT" has the meaning ascribed to it in Section 1.06(c). "CONTRACT" means any agreement, lease, license, evidence of Indebtedness, mortgage, indenture, security agreement or other contract. 29 "DISCLOSURE SCHEDULE" means the records delivered to the Investors on behalf of the Company herewith and dated as of the date hereof, containing all lists, exceptions and other information and materials as may be provided or deem to be provided pursuant to this Agreement. "DISPUTE PERIOD" means the period ending twenty (20) days following receipt by an Indemnifying Party of either a Claim Notice or an Indemnity Notice. "ENVIRONMENTAL PERMITS" has the meaning ascribed to it in Section 2.20(c). "ENVIRONMENTAL LAWS" means all Laws of any jurisdiction in which the Company or any Subsidiary conducts business or operations relating to pollution and the environment generally. "ESCROW AGENT" has the meaning ascribed to it in Section 1.06(a). "ESCROW AGREEMENT" has the meaning ascribed to it in Section 1.06(a). "ESCROW AMOUNT" has the meaning ascribed to it in Section 1.03(b). "ESCROW SHARES" has the meaning ascribed to it in Section 1.04(b). "ESCROW SHARE CERTIFICATES" has the meaning ascribed to it in Section 1.04(b). "FINANCIAL STATEMENTS" means the drafts of the unaudited consolidated balance sheets, income statements and statements of cash flow of Tianwei Yingli for the years ended on December 31, 2004 and 2005 and for the six months ended June 30, 2006, in each case, prepared in accordance with US GAAP and included in the Disclosure Schedule. "FOUNDER" has the meaning ascribed to it in the Preamble. "GOVERNMENTAL OR REGULATORY AUTHORITY" means any applicable court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of any jurisdiction in which a Person conducts business or operations. "HOLDCO" has the meaning ascribed to it in the Preamble. "ICC" has the meaning ascribed to it in Section 10.10(b). "INDEBTEDNESS" of any Person means all obligations of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) 30 under capital leases and (iv) in the nature of guarantees of the obligations described in clauses (i) through (iii) above of any other Person. "INDEMNIFIED PARTY" means any Person claiming indemnification under any provision of Article VII. "INDEMNIFYING PARTY" means any Person against whom a claim for indemnification is being asserted under any provision of Article VII. "INDEMNITY NOTICE" means written notification pursuant to Section 7.02(b) of a claim for indemnity under Article VII, specifying the nature of and basis for such claim, together with the amount or, if not then reasonably determinable, the estimated amount, determined in good faith, of the Loss arising from such claim. "INTELLECTUAL PROPERTY" of any Person means all patents and patent rights, trademarks and trademark rights, trade names and trade name rights, service marks and service mark rights, service names and service name rights, brand names, domain names, inventions, copyrights and copyright rights, know-how and all pending applications for and registrations of patents, trademarks, service marks and copyrights. "INVESTMENT ASSETS" of any Person means all debentures, notes and other evidences of Indebtedness, stocks, securities (including rights to purchase and securities convertible into or exchangeable for other securities), interests in joint ventures and general and limited partnerships, mortgage loans and other investment or portfolio assets owned of record or beneficially by such Person (other than trade receivables generated in the ordinary course of business of such Person). "INVESTOR" has the meaning ascribed to it in the preamble of this Agreement. "JOINT VENTURE CONTRACT" has the meaning ascribed to it in Section 1.05(c) of this Agreement. "JV ARTICLE AMENDMENT" has the meaning ascribed to it in Section 1.06(c) of this Agreement. "JV CONTRACT AMENDMENT" has the meaning ascribed to it in Section 1.06(c) of this Agreement. "KNOWLEDGE" means, with respect to any matter in question, a party's actual knowledge after due and diligent inquiries of officers, directors and other employees of such party reasonably believed to have knowledge of the matter in question. Any such individual will be deemed to have Knowledge of a particular fact, circumstance, event or other matter if (i) such individual has actual knowledge of such fact, circumstance, event or other matter; or (ii) such fact, circumstance, event or other 31 matter is reflected in one or more documents in, or that have been in, such individual's possession, including personal files of such person. "LAWS" means, with respect to a Person, all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law of any jurisdiction in which such Person conducts business or operations or of any Governmental or Regulatory Authority. "LEAD SERIES B SHAREHOLDER" has the meaning ascribed to it in the Shareholders Agreement. "LIABILITIES" means all Indebtedness, obligations and other liabilities of a Person (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due). "LICENSES" means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted or issued by any Governmental or Regulatory Authority. "LIENS" means any mortgage, pledge, assessment, security interest, lease, lien, levy, charge or other encumbrance of any kind, or any conditional sale Contract, title retention Contract or other Contract to give any of the foregoing. "LOSS" means any and all damages, fines, penalties, deficiencies, losses and expenses (including without limitation interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, default or assessment). "M&A REGULATIONS" means the Regulations on Acquisition of Domestic Enterprises by Foreign Investors promulgated by the Ministry of Commerce and other Governmental or Regulatory Authorities of the PRC on August 8, 2006 and effective as of September 8, 2006. "MATERIAL ADVERSE EFFECT" means an effect of any change, circumstance, condition, development, effect, event, occurrence or state of facts that, individually or in the aggregate, is or has been, or would reasonably be expected to be, materially adverse to the Business or Condition of the Company, other than an effect of any change, circumstance, condition, development, effect, event, occurrence or state of facts relating to (i) economic or industry conditions generally, (ii) any change in Laws or regulatory conditions directly and specifically affecting any segment of the energy industry, (iii) any change in political conditions, including any acts of war or terrorist activities, directly affecting any segment of the energy industry, (iii) any change in US GAAP, or (iv) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to compliance with the terms of this Agreement, or action taken, or failed to be taken, to which the Investors have consented in writing. 32 "MATERIAL CONTRACT" has the meaning ascribed to it in Section 2.17. "OPTION" with respect to any Person means any security, right, subscription, warrant, option, "phantom" stock right or other Contract that gives the right to (i) purchase or otherwise receive or be issued any shares of capital stock of such Person or any security of any kind convertible into or exchangeable or exercisable for any shares of capital stock of such Person or (ii) receive or exercise any benefits or rights similar to any rights enjoyed by or accruing to the holder of shares of capital stock of such Person, including any rights to participate in the equity or income of such Person or to participate in or direct the election of any directors or officers of such Person or the manner in which any shares of capital stock of such Person are voted. "ORDER" means any writ, judgment, decree, injunction or similar order of any Governmental or Regulatory Authority (in each such case whether preliminary or final). "ORDINARY SHARES" has the meaning ascribed to it in Section 2.04. "PERMITTED LIEN" means (i) statutory Liens for current Taxes not yet due and payable or Taxes being contested in good faith through appropriate proceedings, (ii) mechanics', carriers', workers', repairers' and other similar Liens imposed by Law arising or incurred in the ordinary course of business for obligations not yet due, (iii) in the case of leases of vehicles and other personal property, Liens which do not, individually or in the aggregate, materially impair the use of such leased equipment or other personal property, (iv) Liens incidental to the operation of the Business or the ownership by the Company or any Subsidiary of any of their Assets and Properties which were not incurred in connection with the borrowing of money or the advance of credit and which do not materially detract from the value of the assets encumbered thereby or materially interfere with the use thereof, (v) in the case of Licenses or other rights to use the Company Intellectual Property, Liens or other restrictions arising from the terms thereof, and (vi) Liens on leases of real property arising from the provisions of such leases, including, in relation to leased real property, any agreements and/or conditions imposed by Laws on the issuance of land use permits, zoning, business licenses, use permits or other entitlements of various types issued by any Governmental or Regulatory Authority, necessary or beneficial to the continued use and occupancy of the Assets and Properties of the Company or any Subsidiary. "PERSON" means any natural person, corporation, limited liability company, general partnership, limited partnership, proprietorship, other business organization, trust, union, association or Governmental or Regulatory Authority. "PRO RATA EXPENSE" means, with respect to each Investor other than the Lead Series B Shareholder, the proportionate amount of costs and expenses incurred by the Lead Series B Shareholder, which is borne by such Investor pursuant to Section 10.03 hereof, which amount will be set forth in a written notice provided by the Lead Series B 33 Shareholder to such Investor and the Company at least three (3) Business Days prior to the Closing. "PROCEEDS" has the meaning ascribed to it in Section 1.05. "PRC" means the People's Republic of China and, for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan. "PURCHASE PRICE" has the meaning ascribed to it in Section 1.03. "QUALIFIED IPO" has the meaning ascribed to it in the Shareholders Agreement. "RELEASED AMOUNT" has the meaning ascribed to it in Section 1.03(a) hereof. "RELEASED SHARES" has the meaning ascribed to it in Section 1.04(a). "RELEASED SHARE CERTIFICATES" has the meaning ascribed to it in Section 1.04(a). "REPRESENTATIVES" means, with respect to any Person, such Person's counsel, accountants, financial advisors, consultants and other representatives. "SAFE CIRCULAR 75" means the Circular on Issues Relating to Foreign Exchange Administration of Financings and Return Investments by Onshore Residents Utilizing Offshore Special Purpose Companies (Hui Fa (2005) No. 75) issued by the State Administration of Foreign Exchange of the PRC on October 21, 2005. "SECURITIES ACT" has the meaning ascribed to it in Section 2.23. "SERIES B PREFERRED SHARES" has the meaning ascribed to it in the preamble of this Agreement. "SHARES" has the meaning ascribed to it in Section 1.01. "SHARE CERTIFICATES" means, collectively, the Released Share Certificates, the Escrow Share Certificates and the Advance Payment Share Certificates. "SHAREHOLDER LOAN" has the meaning ascribed to it in Section 1.05. "SHAREHOLDERS AGREEMENT" means the Amended and Restated Shareholders Agreement substantially in the form attached hereto as Exhibit B. 34 "SUBSIDIARY" means any Person (i) in which the Company, directly or indirectly, beneficially owns more than fifty percent (50%) of either the equity interests in, or the voting control of, such Person, including without limitation Tianwei Yingli or (ii) any Person with respect to which the Company has the power to otherwise direct the business and policies of such Person directly or indirectly through another subsidiary. "TAXES" means any taxes, charges, fees, levies, other assessments, or withholding taxes or charges imposed by any Governmental or Regulatory Authority, and includes any interest and penalties on or additions to any such Taxes and any expenses incurred in connection with the determination, settlement or litigation of any Tax Liabilities. "THIRD PARTY CLAIM" has the meaning ascribed to it in Section 7.02(a). "TIANWEI YINGLI" means Baoding Tianwei Yingli New Energy Resources Co., Ltd., a Sino-foreign equity joint venture with limited liability registered and existing under the laws of the PRC. "TRANSACTION DOCUMENTS" means this Agreement and each of the agreements and documents set forth in Exhibit A attached hereto. "U.S. DOLLARS" or "US$" means the lawful currency of the United States of America. "US GAAP" means generally accepted accounting principles in the United States, consistently applied throughout the specified period and in the immediately prior comparable period. "WARRANT" has the meaning ascribed to it in the Warrant Side Letter. "WARRANT SHARES" has the meaning ascribed to it in the Warrant Side Letter. "WARRANT SIDE LETTER" has the meaning ascribed to it in Section 5.02(k) hereof. "WARRANTORS" has the meaning ascribed to it in the preamble of Article II hereof. SECTION 9.02. Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereunder" and derivative or similar words refer to this entire Agreement; (iv) the terms "Article" or "Section" refer to the specified Article or Section of this Agreement; and (v) the phrase "ordinary course of business" refers to the business of the Company consistent with past 35 custom and practice. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under US GAAP. Any representation or warranty contained herein as to the enforceability of a Contract (including this Agreement) shall be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar Law affecting the enforcement of creditors' rights generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). ARTICLE X MISCELLANEOUS SECTION 10.01. Notices. All notices, requests and other communications hereunder must be in writing and shall be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the parties at the following addresses or facsimile numbers: If to the Investors, to the address of each Investor set forth under such Investor's name on Schedule I attached hereto. If to the Company, to: Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding, People's Republic of China Facsimile No.: +86 312 2151 881 Attn: Conghui Liu. All such notices, requests and other communications shall (a) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (b) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, and (c) if delivered by mail in the manner described above to the address as provided in this Section, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice, request or other communication is to be delivered pursuant to this Section). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto. SECTION 10.02. Entire Agreement. This Agreement (including the Disclosure Schedule, the exhibits and annexes attached hereto) supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof, including the Series B Purchase Agreement, dated December 5, 2006, by and among the Company, Yingli Green Energy Holding Company Limited, Liansheng Miao and the 36 investors listed on Schedule I attached thereto, and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof. SECTION 10.03. Expenses. Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated hereby are consummated, each party shall pay its own costs and expenses incurred in connection with the negotiation, execution and closing of this Agreement and the transactions contemplated hereby and thereby; provided, however, that such costs and expenses incurred by the Lead Series B Shareholder shall be borne proportionately among all of the Investors. SECTION 10.04. Public Announcements. At all times at or before the Closing, neither the Company nor any Investor shall issue or make any reports, statements or releases to the public with respect to this Agreement or the transactions contemplated hereby without the consent of the other, which consent shall not be unreasonably withheld or delayed. If either party is unable to obtain the approval of its public report, statement or release from the other party and such report, statement or release is, in the opinion of legal counsel to such party, required by Law in order to discharge such party's disclosure obligations, then such party may make or issue the legally required report, statement or release and promptly furnish the other party with a copy thereof. The Company and each Investor shall also obtain prior approval by the other parties of any public announcement, including without limitation any press release, interviews with media and attendance in any press conference or related forums, to be made immediately following the Closing announcing the consummation of the transactions contemplated by this Agreement. SECTION 10.05. Amendment and Waiver. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Lead Series B Shareholder. Any amendment or waiver effected in accordance with this section shall be binding upon each holder of any securities purchased in this Agreement at the time outstanding (including securities into which such securities are convertible), each future holder of all such securities, and the Company. SECTION 10.06. No Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third party beneficiary rights upon any other Person. SECTION 10.07. No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other party hereto and any attempt to do so shall be void, except that each Investor may assign any or all of its rights, interests and obligations hereunder to its Affiliates, provided that any such Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained herein, but no such 37 assignment shall relieve such Investor of its obligations hereunder. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and permitted assigns. SECTION 10.08. Enforcement of Agreement. Notwithstanding anything to the contrary in this Agreement, the parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that any of the provisions of this Agreement (including the failure by any party to take such actions as are required of it hereunder to consummate this Agreement) was not performed in accordance with its specified terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. SECTION 10.09. Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. SECTION 10.10. Governing Law; Dispute Resolution. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to a contract executed and performed in such jurisdiction, without giving effect to the conflicts of laws principles thereof. (b) Any controversy or claim arising out of or relating to this Agreement, or any breach of this Agreement, shall be initiated, maintained and finally determined by binding arbitration under the rules of conciliation and arbitration of the International Chamber of Commerce (the "ICC"); and the site of the arbitration, unless the parties agree otherwise, shall be in Hong Kong. The arbitral tribunal shall be appointed within thirty (30) days of the notice of dispute, and shall consist of three arbitrators, one of which shall be appointed by the Investors and one by the Company and the third by the Investors and the Company jointly; provided, however, that if the Investors and the Company shall be unable to select the third arbitrator within such thirty (30)-day period, such third arbitrator shall be chosen by the International Court of Arbitration of the ICC. Judgment upon any award rendered may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Any award pursuant to such proceeding shall be granted in U.S. Dollars. The fees and costs of the arbitration shall be shared equally by all disputing parties. The arbitrators shall award legal fees, disbursements and other expenses to the prevailing party for such amounts as determined by the arbitrators to be appropriate. SECTION 10.11. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement shall not be materially and adversely affected thereby, (a) such provision shall be fully severable, 38 (b) this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. SECTION 10.12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof. [Signature pages follow] 39 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by or on behalf of each party hereto as of the date first above written. YINGLI GREEN ENERGY HOLDING COMPANY LIMITED By: /s/ Liansheng Miao ------------------------------------ Name: Liansheng Miao Title: Chairman and Chief Executive Officer YINGLI POWER HOLDING COMPANY LTD. By: /s/ Liansheng Miao ------------------------------------ Name: Liansheng Miao Title: Director /s/ Liansheng Miao ---------------------------------------- Liansheng Miao BAYTREE INVESTMENTS (MAURITIUS) PTE LTD. By: /s/ Jeffrey Chua ------------------------------------ Name: Jeffrey Chua Title: Director CREATION WAY ASSET MANAGEMENT LTD. By: /s/ Wenqi Liu ------------------------------------ Name: Wenqi Liu Title: Director INCEI, S.A. By: /s/ Mao Ching Fu Lee ------------------------------------ Name: Mao Ching Fu Lee Title: Chairman J.P. MORGAN SECURITIES LTD. By: /s/ Paul. M. Lauritano ------------------------------------ Name: Paul M. Lauritano Title: Managing Director For and on behalf of J.P. Morgan Securities (Asia Pacific) Limited as agent for J.P. Morgan Securities Ltd. BENCHMARK EUROPE II, L.P. as nominee for Benchmark Europe II, L.P. Benchmark Europe Founders' Fund II, L.P. and related individuals By: Benchmark Management (UK) LLP its manager By: /s/ John Mesrie ------------------------------------ Member TB HOLDINGS LTD. By: /s/ Shujun Li ------------------------------------ Name: Shujun Li Title: Director NEW HORIZON KEENSOLAR INVESTMENT CO., LTD. By: /s/ Jianming Yu ------------------------------------ Name: Jianming Yu Title: Managing Partner POPE INVESTMENTS LLC By: /s/ William P. Wells ------------------------------------ Name: William P. Wells Title: President DBS NOMINEES (PRIVATE) LIMITED By: /s/ Melvin Teo Tzai Win ------------------------------------ Name: Melvin Teo Tzai Win Title: Managing Director KWR INTERNATIONAL LTD. By: /s/ Mingyu Shen ------------------------------------ Name: Mingyu Shen Title: Director MODERN PEAKVIEW LIMITED By: /s/ Wei Cao ------------------------------------ Name: Wei Cao Title: Authorized Signatory DAEDALUS HOLDINGS, L.L.C. By: Farallon Capital Management, L.L.C., its manager By: /s/ William F. Duhamel ------------------------------------ Name: William F. Duhamel Title: Managing Member PCM DIRECT CAPITAL FUND By: /s/ Huimin Wu ------------------------------------ Name: Huimin Wu Title: Director THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK By: /s/ NP Narvekar ------------------------------------ Name: NP Narvekar Title: President and CEO, Columbia Investment Management Co., LLC SCHEDULE I SCHEDULE OF THE INVESTORS

NUMBER OF NUMBER OF SHARES NUMBER OF NUMBER OF ADVANCE PURCHASE RELEASED ESCROW BEING RELEASED ESCROW PAYMENT PRICE AMOUNT AMOUNT INVESTOR ADDRESS PURCHASED SHARES SHARES SHARES (US$) (US$) (US$) - -------- ---------------------------- ---------- ---------- --------- --------- ------------ ----------- ----------- Baytree 60B Orchard Road, 9,307,135 7,445,708 1,861,427 -- $ 45,000,000 $36,000,000 $ 9,000,000 Investments #06-18 Tower 2, (Mauritius) Pte The Atrium@Orchard, Ltd. Singapore 238891 Fax No.: +65 6821 1173 Attention: Jeffrey Chua, George Chuang and Sean Lu Creation Way Portcullis Trustnet Chambers 2,068,252 1,654,602 413,650 -- $ 10,000,000 $ 8,000,000 $ 2,000,000 Asset Road Town, Tortola, British Management Ltd. Virgin Island Fax No.: 021-6419 4108 Attention: Wenqi Liu INCEI, S.A. Plaza Ramon y Cajal, 1-bajo 2,068,252 1,654,602 413,650 -- $ 10,000,000 $ 8,000,000 $ 2,000,000 31008 Pamplona Navarra, Spain Fax No.: Attention: J.P. Morgan 125 London Wall, 1,654,602 1,323,682 330,920 -- $ 8,000,000 $ 6,400,000 $ 1,600,000 Securities Ltd. London, EC2Y 5AJ United Kingdom Attention: c/o Moncef M Heddad 26/F Chater House 8 Connaught Road Central, Hong Kong Fax No.: +852 2800 4613

NUMBER OF NUMBER OF SHARES NUMBER OF NUMBER OF ADVANCE PURCHASE RELEASED ESCROW BEING RELEASED ESCROW PAYMENT PRICE AMOUNT AMOUNT INVESTOR ADDRESS PURCHASED SHARES SHARES SHARES (US$) (US$) (US$) - -------- ---------------------------- ---------- ---------- --------- --------- ------------ ----------- ----------- Benchmark 20 Balderton Street, London 1,551,189 1,240,951 310,238 -- $ 7,500,000 $ 6,000,000 $ 1,500,000 Europe II., L.P. W1K 6TL United Kingdom as nominee for Fax No: +44(0)20 7016 6810 Benchmark Attention: Jerome Misso / Europe II, L.P., John Mesrie Benchmark Europe Founders' Fund II, L.P. and related individuals TB Holdings Ltd. AZIA Center, Unit 2701B,1233 1,137,539 910,031 227,508 -- $ 5,500,000 $ 4,400,000 $ 1,100,000 Lujiazui Ring Road Shanghai P.R.China 200120 Fax No.: +86 21 5876 7238 Attention: Shujun Li and Donglei Zhou The Trustees of 405 Lexington Ave. 1,034,126 827,301 206,825 -- $ 5,000,000 $ 4,000,000 $ 1,000,000 Columbia 63rd floor New York, University in NY 10174 the City of New Fax No.: York Attention: New Horizon Jin Bao Tower 1204, 89 Jin 1,034,126 827,301 206,825 -- $ 5,000,000 $ 4,000,000 $ 1,000,000 Keensolar Bao Street, Dongcheng Investment Co., District, Beijing Ltd China 100005 Fax No.: +86 10-8522-1231 Attention: Kawada Hanae

NUMBER OF NUMBER OF SHARES NUMBER OF NUMBER OF ADVANCE PURCHASE RELEASED ESCROW BEING RELEASED ESCROW PAYMENT PRICE AMOUNT AMOUNT INVESTOR ADDRESS PURCHASED SHARES SHARES SHARES (US$) (US$) (US$) - -------- ---------------------------- ---------- ---------- --------- --------- ------------ ----------- ----------- Pope 5100 Poplar Avenue, 206,825 165,460 41,365 -- $ 1,000,000 $ 800,000 $ 200,000 Investments LLC Suite 805 Memphis, TN 38137 USA Fax No.: +1-901-763-4229 Attention: William P. Wells, President Daedalus c/o Farallon Capital 103,413 82,730 20,683 -- $ 500,000 $ 400,000 $ 100,000 Holdings, L.L.C. Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 Fax: (415) 421-2133 Attn: Chun Ding Copy to: Erik Chu PCM Direct c/o Prime Capital Management 103,413 82,730 20,683 -- $ 500,000 $ 400,000 $ 100,000 Capital Fund Company Limited Unit 2506, Low Block, Grand Millennium Plaza, 181 Queen's Road Central, Hong Kong Fax Number: 852-3523-1000 Attention: Director DBS Nominees 6 Shenton Way, 2,481,903 -- -- 2,481,903 $ 12,000,000 -- -- (Private) DBS Building Tower 1, Limited #30-01, Singapore 068809 Fax No.: (65) 6220-7487 Attention: Melvin Teo Tzai Win, Managing Director KWR P.O. Box 1239, 1,137,539 -- -- 1,137,539 $ 5,500,000 -- -- International Offshore Incorporations Ltd. Centre, Victoria, Mahe, Seychelles. Fax No.: +021-5080-5861 Attention: Shen Mingyu

NUMBER OF NUMBER OF SHARES NUMBER OF NUMBER OF ADVANCE PURCHASE RELEASED ESCROW BEING RELEASED ESCROW PAYMENT PRICE AMOUNT AMOUNT INVESTOR ADDRESS PURCHASED SHARES SHARES SHARES (US$) (US$) (US$) - -------- ---------------------------- ---------- ---------- --------- --------- ------------ ----------- ----------- Modern Peakview Palm Grove House, 517,063 -- -- 517,063 $ 2,500,000 -- -- Limited P.O. Box 438 Road Town, Tortola British Virgin Islands Fax No.: +86-21-6859-8768 Attention: Wei Cao ---------- ---------- --------- --------- ------------ ----------- ----------- TOTAL: 24,405,377 16,215,098 4,053,774 4,136,505 $118,000,000 $78,400,000 $19,600,000 ========== ========== ========= ========= ============ =========== ===========

SCHEDULE II DISCLOSURE SCHEDULE [SEPARATELY PROVIDED] EXHIBIT A LIST OF TRANSACTION DOCUMENTS This Agreement The Shareholders Agreement The Amended Articles The Escrow Agreement The JV Contract Amendment The JV Article Amendment The Warrant Side Letter The Warrants EXHIBIT B SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT [SEPARATELY PROVIDED] EXHIBIT C SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION [SEPARATELY PROVIDED] EXHIBIT D WARRANT SIDE LETTER [SEPARATELY PROVIDED] EXHIBIT E ADDITIONAL INVESTOR REPRESENTATIONS AND WARRANTIES 1. The Investor understands that the Shares have not been registered under the Securities Act and may only be sold or otherwise transferred in accordance with the restrictions and conditions set forth in this Agreement and the Shareholders Agreement. 2. The Investor understands that purchasing the Shares (the "TRANSACTION") involves a high degree of risk and that the Shares are a speculative investment. 3. The Investor (a) has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers in connection herewith to the extent it has deemed necessary, (b) has conducted its own due diligence on the Company, its subsidiaries and the Transaction, and (c) has made its own investment decisions based upon its own judgment, due diligence and advice from such advisers as it has deemed necessary. 4. The Investor has such knowledge and experience in financial, business and international investment matters that it is capable of evaluating the merits and risks of purchasing the Shares, and has had the opportunity to ask questions of, and receive answers and request additional information from the Company. 5. The Investor has the ability to bear the economic risk of the Transaction, has adequate means of providing for its current and contingent needs, has no need for liquidity with respect to its investment in the Shares, and is able to sustain a complete loss in connection with the Transaction. 6. The Investor acknowledges, represents and agrees: (i) that it is an accredited investor ("AI") as defined in Rule 501(a) of the Securities Act, purchasing the Shares for its own account or for the account of one or more AIs as defined in Rule 501(a) of the Securities Act; (ii) that it is aware, and each beneficial owner of the Shares has been advised, that any sale to it is being made in reliance on an exemption from the registration requirements of the Securities Act; (iii) that no securities issuable upon conversion of the Shares (the "CONVERSION SHARES") have been registered under the Securities Act or any applicable U.S. state securities laws, that the Shares and the Conversion Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and that no Shares or Conversion Shares may be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S of the Securities Act) except as set forth in (iv) below; (iv) if in the future it decides to resell, pledge or otherwise transfer the Shares or the Conversion Shares or any beneficial interests therein, it will do so, only (a) inside the United States to a person whom the Investor reasonably believes is a QIB pursuant to an exemption from registration under the Securities Act, (b) outside the United States to a person other than a U.S. person (as defined in Regulation S of the Securities Act) in compliance with Regulation S of the Securities Act, (c) pursuant to another exemption from registration under the Securities Act (if available) or (d) pursuant to an effective registration statement under the Securities Act, in each case, in accordance with the Securities Act and applicable laws of the states, territories and possession of the Untied States governing the offer and sale of securities; (v) it will, and will require each subsequent holder of the Shares or the Conversion Shares to, notify any purchaser of an interest in the Shares or the Conversion Shares of the resale restrictions referred to in paragraphs (iii) and (iv) above, if then applicable; (vi) that the Conversion Shares will bear a legend setting forth the resale restrictions referred to in paragraphs (iii) and (iv) above; and (vii) on each day from the date on which it acquires the Shares, through and including the date on which it disposes of its interests in such Shares, either that (a) it is not an "employee benefit plan" as defined in Section 3(3) of ERISA, subject to Title I of ERISA, a "plan" (defined in Section 4975(e)(1) of the Code, subject to Section 4975 of the Code (including without limitation, an individual retirement account), an entity whose underlying assets include the assets of any such employee benefit plan or plan by reason of Department of Labor Regulation section 2510.3-10 or otherwise, or a governmental or church plan which is subject to any federal, state or local law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (b) its purchase, holding and disposition of such Notes will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental or church plan, any substantially similar federal, state or local law) unless an exemption is available with respect to such transactions and all the conditions of such exemption have been satisfied. 7. The Investor understands that no action has been taken to permit an offering of the Shares or the Conversion Shares in any jurisdiction; the Investor will not offer or sell any of the Shares or the Conversion Shares which may be acquired by it in any jurisdiction or in any circumstances in which such offer or sale is not authorised or to any person to whom it is unlawful to make such offer, sale or invitation except under circumstances that will result in compliance with any applicable laws and/or regulations. 8. The Investor's purchase of the Shares is lawful under the securities laws of the jurisdiction in which it accepts the offer to purchase the Shares. EX-4.11 13 h00847exv4w11.txt EX-4.11 2ND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT EXHIBIT 4.11 EXECUTION VERSION SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AMONG YINGLI POWER HOLDING COMPANY LTD., LIANSHENG MIAO, YINGLI GREEN ENERGY HOLDING COMPANY LIMITED, INSPIRATION PARTNERS LIMITED AND THE INVESTORS LISTED ON SCHEDULE I ATTACHED HERETO DATED AS OF DECEMBER 15, 2006 TABLE OF CONTENTS

PAGE ---- Section 1. Certain Definitions.......................................... 2 Section 2. Purchase Price Adjustment.................................... 7 2.1 The 2006 Adjustment.......................................... 7 2.2 The 2007 Adjustment.......................................... 8 2.3 Conversion................................................... 9 Section 3. Financial Statements and Reports; Information and Inspection Rights; Confidentiality...................................... 9 3.1 Financial Statements and Reports to Shareholders............. 9 3.2 Information and Inspection Rights............................ 9 3.3 Confidentiality.............................................. 10 Section 4. Corporate Governance......................................... 10 4.1 Board Composition............................................ 10 4.2 Audit Committee.............................................. 11 4.3 Compensation Committee....................................... 12 4.4 Other Board Committees....................................... 12 4.5 Meetings of the Board; Quorum; Telephonic Meetings........... 12 4.6 Action by Written Consent.................................... 12 4.7 Expenses..................................................... 12 4.8 Indemnification.............................................. 12 4.9 Governance of Subsidiaries................................... 12 Section 5. Right of Participation....................................... 12 5.1 Right of Participation With Respect to New Securities........ 12 5.2 Issuance Notice.............................................. 13 5.3 Sale of New Securities....................................... 13 Section 6. Right of First Refusal; Co-Sale Right........................ 14 6.1 Right of First Refusal....................................... 14 6.2 Co-Sale Right................................................ 15 6.3 Sale by the Founder.......................................... 17 6.4 No Adverse Effect............................................ 17 6.5 Exempt Transfers............................................. 17 6.6 Prohibited Transfer.......................................... 18 6.7 Restrictions on the Transfer by the Preferred Shareholders... 18 Section 7. Demand Registration.......................................... 18 7.1 Request for Registration on Form Other Than Form F-3......... 18 7.2 Request for Registration on Form F-3......................... 19 7.3 Right of Deferral............................................ 20 7.4 Registration of Other Securities in Demand Registration...... 22 7.5 Underwriting in Demand Registration.......................... 22 7.6 Other Securities Laws in Demand Registration................. 25 7.7 Other Registration Rights.................................... 25 Section 8. Piggyback Registration....................................... 25 8.1 Notice of Piggyback Registration and Inclusion of Registrable Securities................................................... 25 8.2 Underwriting in Piggyback Registration....................... 26

-i- TABLE OF CONTENTS (continued)

PAGE ---- Section 9. Expenses of Registration..................................... 27 Section 10. Termination of Registration Rights........................... 28 Section 11. Registration Procedures and Obligations...................... 28 Section 12. Information Furnished by Holder.............................. 29 Section 13. Indemnification.............................................. 30 13.1 Company's Indemnification of the Holders..................... 30 13.2 Holder's Indemnification of Company.......................... 30 13.3 Condition to Indemnity....................................... 31 13.4 Indemnification Procedure.................................... 31 13.5 Contribution................................................. 32 13.6 Conflicts.................................................... 32 13.7 Survival of Obligations...................................... 32 Section 14. Lock-Up...................................................... 32 Section 15. No Action Letter............................................. 33 Section 16. Reports Under the Exchange Act............................... 33 Section 17. Transfer of Rights........................................... 34 Section 18. Legend; Stop Transfer Instructions........................... 34 18.1 Legend....................................................... 34 18.2 Stop Transfer Instructions................................... 35 Section 19. Covenants.................................................... 36 Section 20. Conflict with Charter Documents.............................. 39 Section 21. Miscellaneous................................................ 39 21.1 Governing Law................................................ 40 21.2 Dispute Resolution........................................... 40 21.3 Counterparts and Facsimile Execution......................... 40 21.4 Headings..................................................... 40 21.5 Notices...................................................... 40 21.6 Amendments and Waivers....................................... 41 21.7 Severability................................................. 41 21.8 Entire Agreement; Successors and Assigns..................... 41 21.9 Assignability................................................ 41 21.10 Termination.................................................. 42 21.11 Director and Officer Insurance............................... 42

Schedule I List of the Series B Shareholders Appendix A Form of Investor Representation Letter -ii- SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of December 15, 2006 (the "AGREEMENT"), is entered into by and among Yingli Green Energy Holding Company Limited, an exempted company organized under the laws of the Cayman Islands (the "COMPANY"), Yingli Power Holding Company Ltd., an international business company incorporated under the laws of the British Virgin Islands (the "HOLDCO"), Mr. Liansheng Miao (together with the Holdco, collectively, the "FOUNDER"), Inspiration Partners Limited, an international business company incorporated under the laws of the British Virgin Islands (the "SERIES A SHAREHOLDER"), and the investors listed on Schedule I attached hereto (the "SERIES B SHAREHOLDERS", and together with the Series A Shareholder, the "PREFERRED SHAREHOLDERS"). The Founder, the Series A Shareholder and the Series B Shareholders shall be collectively referred to as the "SHAREHOLDERS", and together with the Company, the "PARTIES". RECITALS WHEREAS: (A) The Company, the Founder and the Series B Shareholders have entered into an Amended and Restated Series B Preferred Share Purchase Agreement as of even date herewith (the "SERIES B PURCHASE AGREEMENT"), pursuant to which the Series B Shareholders are purchasing a certain number of Series B Shares, par value US$0.01 per share, of the Company (the "SERIES B SHARES"); (B) The execution and delivery of this Agreement is a condition precedent to the purchase by the Series B Shareholders of the Series B Shares under the Series B Purchase Agreement; (C) In connection with the issuance and sale of Series A Shares, par value US$0.01 per share, of the Company (the "SERIES A SHARES") pursuant to a Series A Preferred Share Purchase Agreement, dated as of September 20, 2006 (the "SERIES A PURCHASE AGREEMENT"), the Company, the Founder and the Series A Shareholder entered into a Shareholders Agreement, dated as of September 20, 2006 (the "SERIES A SHAREHOLDERS AGREEMENT"); (E) In connection with the issuance and sale of a certain number of the Series B Shares to Baytree (Investments) Mauritius Pte Ltd, the Company, the Holdco, the Founder, the Series A Shareholder and Baytree (Investments) Mauritius Pte Ltd. entered into the Amended and Restated Shareholders Agreement, dated December 5, 2006 (the "PRIOR SERIES B SHAREHOLDERS AGREEMENT"), which amended and restated the Series A Shareholders Agreement in its entirety; (F) In connection with the purchase of the Series B Shares described in paragraph (A) above, the parties to the Prior Series B Shareholders Agreement desire to amend and restate the Prior Series B Shareholders Agreement in its entirety pursuant to the terms set forth in this Agreement; and 1 (E) The parties to the Prior Series B Shareholders Agreement have agreed that the Prior Series B Shareholders Agreement shall be of no further force and effect and further that the rights granted to the parties hereto under this Agreement shall supersede the rights granted to such parties under the Prior Series B Shareholders Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties contained herein, the Parties hereby amend and restate the Prior Series B Shareholders Agreement in its entirety as follows: SECTION 1. Certain Definitions. As used in this Agreement, the following terms have the following respective meanings: "2006 ACTUAL EARNINGS" has the meaning set forth in Section 2.1 of this Agreement. "2007 ACTUAL EARNINGS" has the meaning set forth in Section 2.2 of this Agreement. "AFFILIATE" means, in respect of a Person, any other Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person, including, without limitation, any general partner, officer or director of such Person and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company with such Person. "AGREEMENT" has the meaning set forth in the preamble to this Agreement. "ARTICLES OF ASSOCIATION" means the Second Amended and Restated Memorandum and Articles of Association of the Company. "BLUE SKY" means the statutes of any state of the United States of America regulating the sale of corporate securities within that state. "BOARD" means the Company's board of directors as constituted from time to time. "BUSINESS DAY" means any day other than Saturday, Sunday or any other day on which banks in Hong Kong or the People's Republic of China (the "PRC") are authorized or required by law to close. "COMMISSION" means the United States Securities and Exchange Commission, as constituted from time to time, or any successor agency charged with administering the Securities Act and/or the Exchange Act. "CONTROL" with respect to any third Person means the possession, directly or indirectly, of the power or the ability to direct or cause the direction of the management and affairs of such third Person whether, through the ownership of voting securities, as 2 trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body of such third Person. "CONVERSION SHARES" means, collectively, the Series A Conversion Shares and the Series B Conversion Shares. "CONVERTIBLE BONDS" means the US$85,000,000 Bonds due 2008 issued by the Company under the Trustee Deed, dated November 13, 2006, between the Company and DB Trustees (Hong Kong) Limited, which are convertible into Ordinary Shares. "CO-SALE RIGHT" has the meaning set forth in Section 6.2 of this Agreement. "DAMAGES" has the meaning set forth in Section 13.1 of this Agreement. "EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as from time to time in effect. "FORM F-3" means Form F-3 issued by the Commission or any substantially similar form then in effect. "FOUNDERS" has the meaning set forth in Section 6.1 of this Agreement. "FOUNDER SHARES" has the meaning set forth in Section 6.1 of this Agreement. "GROUP" means the Company, the Operating Subsidiary and their respective subsidiaries from time to time, and "GROUP COMPANY" means, as applicable, each of the Company, the Operating Subsidiary, and their respective subsidiaries from time to time. "HOLDER" means any holder of outstanding Registrable Securities. "ICC" has the meaning set forth in Section 21.2 of this Agreement. "INVESTOR REPRESENTATION LETTER" has the meaning set forth in Section 18.1 of this Agreement. "ISSUANCE NOTICE" has the meaning set forth in Section 5.2 of this Agreement. "LEAD SERIES B SHAREHOLDER" means Baytree Investments (Mauritius) Pte Ltd.; provided, however, that if Baytree Investments (Mauritius) Pte Ltd., together with its Affiliates, holds less than thirty three percent (33%) of the Series B Shares, the term Lead Series B Shareholder shall mean the holders of more than fifty percent (50%) of the Series B Shares in the aggregate then outstanding on a fully diluted, as converted basis. "MAJORITY OF THE SERIES A SHAREHOLDERS" means holders of more than fifty percent (50%) of the Series A Shares in the aggregate then outstanding on a fully diluted, as-converted basis. 3 "NEW SECURITIES" means any shares of the Company, whether now authorized or not, and any rights, options, or warrants to purchase shares of the Company, and securities of any type whatsoever that are, or may become, convertible into shares of the Company, provided that "New Securities" does not include: (a) any Preferred Shares purchased under the Series B Purchase Agreement; (b) Ordinary Shares issuable upon conversion of the Preferred Shares; (c) Ordinary Shares issuable upon conversion of the Convertible Bonds; (d) securities offered to the public pursuant to a Registration Statement; (e) Ordinary Shares issuable pursuant to the exercise of warrants, rights or options, issued or issuable to officers, directors, and employees of, and consultants to, any Group Company pursuant to stock option plans to be adopted by the Company, provided that the number of such Ordinary Shares shall not exceed five percent (5%) of the Ordinary Shares Equivalent after giving effect to the closing of the issuance of the Series B Shares under the Series B Purchase Agreement; (f) shares issued without consideration pursuant to a stock dividend, stock sub-division, or similar transaction; (g) all Ordinary Shares or other securities hereafter issued in connection with or as consideration for acquisition or licensing of technology; (h) Ordinary Shares issuable pursuant to the exercise of the warrant, dated August 28, 2006, granted by the Company to TB Management Company Limited (the "TB MANAGEMENT WARRANT"); and (i) the Warrant and Warrant Shares (each as defined in the Series B Purchase Agreement). "ORDINARY SHARES" means the Company's Ordinary Shares, par value US$0.01 per share. "ORDINARY SHARES EQUIVALENT" means, collectively, the issued and outstanding Ordinary Shares and the Ordinary Shares into which the issued and outstanding Preferred Shares and other securities are convertible. "OPERATING SUBSIDIARY" means Baoding Tianwei Yingli New Energy Resources Co., Ltd., a Sino-foreign joint venture with limited liability registered and existing under the laws of the PRC. "PARTIES" has the meaning set forth in the preamble to this Agreement. "PERSON" means any individual, sole proprietorship, partnership, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity, governmental or regulatory authority or other entity of any kind or nature. "PREFERRED SHARES" means Series A Shares and/or Series B Shares, as the case may be. "PREFERRED SHAREHOLDER" has the meaning set forth in the preamble to this Agreement. "PREFERRED SHAREHOLDER NOMINEE" has the meaning set forth in Section 4.1(b) of this Agreement. 4 "PRIOR SERIES B SHAREHOLDERS AGREEMENT" has the meaning set forth in the recitals to this Agreement. "PRO RATA SHARE" means, with respect to any Shareholder, the ratio of: (a) the total number of Ordinary Shares Equivalent held by such Shareholder immediately before the proposed allotment and issue of New Securities to (b) the total number of Ordinary Shares Equivalent held by all Shareholders immediately before the proposed allotment and issue of New Securities. "QUALIFIED IPO" means the closing of the Company's first firm commitment, underwritten public offering of Ordinary Shares or shares representing Ordinary Shares in connection with which Ordinary Shares or shares representing Ordinary Shares are listed and become publicly traded on an internationally recognized securities exchange or the NASDAQ Global Market, provided, however, that such listing shall result in net proceeds (after payment of the underwriters' discounts and commissions and the offering-related expenses) to the Company of at least US$100 million and (b) a total market capitalization of the Company of at least US$750 million. "REGISTER", "REGISTERED", and "REGISTRATION" means a registration of securities effected by preparing and filing a registration statement on Form F-1, S-1, SB-2, F-3 or S-3 in compliance with the Securities Act, or on any comparable form in connection with a registration in a jurisdiction other than the United States (collectively, a "REGISTRATION STATEMENT"), and the declaration or ordering of the effectiveness of that Registration Statement by the Commission. "REGISTRABLE SECURITIES" means, collectively, the Series A Registrable Securities and the Series B Registrable Securities. "REGISTRATION EXPENSES" means all expenses incurred by the Company in complying with Section 7 or 8 of this Agreement, including, without limitation, all federal and state Registration, qualification, and filing fees, printing expenses, any fees, commissions, expenses and disbursements of underwriters customarily paid by similarly situated companies in connection with underwritten offerings of equity securities to the public, fees and disbursements of counsel for the Company and reasonable fees and disbursements of one special counsel for all Holders (if different from counsel to the Company), Blue Sky fees and expenses, and the expense of any special audits incident to or required by any Registration. "REGISTRATION STATEMENT" has the meaning set forth in the definition of "Registration," above. "RELATED PARTY" means, with respect to any Person, (a) any Affiliate of such Person, (b) each Person that serves as a director, officer, partner, member, executor, or trustee of such Person (or in any other similar capacity), (c) any Person with respect to which such Person serves as a general partner or trustee (or in any other similar capacity), and (d) any Person that has direct or indirect beneficial ownership of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting 5 power or equity securities or other equity interests (a "MATERIAL INTEREST") in such Person. "RESTRICTED SECURITIES" has the meaning set forth in Section 18.1(b) of this Agreement. "RIGHT OF FIRST REFUSAL" has the meaning set forth in Section 6.1 of this Agreement. "RIGHT OF PARTICIPATION" has the meaning set forth in Section 5.1 of this Agreement. "SECURITIES ACT" means the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as from time to time in effect. "SELLING EXPENSES" means all underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement. "SERIES A CONVERSION SHARES" means, collectively, Series A Shares then outstanding on a fully diluted, as-converted basis. "SERIES A INITIATING HOLDERS" means holders who in the aggregate hold at least thirty-three percent (33%) of the Series A Registrable Securities. "SERIES A NOMINEE" has the meaning set forth in Section 4.1(a) of this Agreement. "SERIES A REGISTRABLE SECURITIES" means (a) the Ordinary Shares issued or issuable upon conversion or exercise of any of the Series A Shares and (b) Ordinary Shares issued or issuable pursuant to stock sub-divisions, stock dividends and similar distributions to the Series A Shareholders, or in exchange for or in replacement of the Ordinary Shares referred to clause (a) above, excluding in all cases, however, any Series A Registrable Securities sold by a Person in a transaction in which its rights under Sections 7 or 8 hereof are not assigned or any shares for which registration rights have terminated pursuant to Section 10. "SERIES A SHARE" has the meaning set forth in the recitals to this Agreement. "SERIES A SHAREHOLDER" has the meaning set forth in the preamble to this Agreement. "SERIES B CONVERSION SHARES" means, collectively, Series B Shares then outstanding on a fully diluted, as-converted basis. "SERIES B INITIATING HOLDERS" means the Lead Series B Shareholder. 6 "SERIES B NOMINEE" has the meaning set forth in Section 4.1(c) of this Agreement. "SERIES B REGISTRABLE SECURITIES" means (a) the Ordinary Shares issued or issuable upon conversion or exercise of any of the Series B Shares and the Warrants (as defined in the Series B Purchase Agreement) and (b) Ordinary Shares issued or issuable pursuant to stock sub-divisions, stock dividends and similar distributions to the Series B Shareholders, or in exchange for or in replacement of the Ordinary Shares referred to clause (a) above, excluding in all cases, however, any Series B Registrable Securities sold by a Person in a transaction in which its rights under Sections 7 or 8 hereof are not assigned or any shares for which registration rights have terminated pursuant to Section 10. "SERIES B SHARE" has the meaning set forth in the recitals to this Agreement. "SERIES B SHAREHOLDER" has the meaning set forth in the preamble to this Agreement. "SHARE" means any Ordinary Share, a Series A Preferred Share and/or a Series B Preferred Share, as the case may be. "SHAREHOLDERS" has the meaning set forth in the preamble to this Agreement. "STOCK OPTION CHARGES" means any charges to the Company's earnings made pursuant to US GAAP as a result of the Company's issuance of employee stock options, provided, however, that if the number of Ordinary Shares issued under such stock options, when added together with the number of Ordinary Shares issued under any other outstanding stock options granted by the Company, exceeds five percent (5%) of the Ordinary Shares Equivalent after giving effect to the closing of the issuance of the Series B Shares under the Series B Purchase Agreement, such stock options shall be considered in calculating the Stock Option Charges only after they have been approved in writing by each of the Preferred Shareholder Nominees. "SUBSIDIARY" has the meaning set forth in the Series B Purchase Agreement. "TRANSFER NOTICE" has the meaning set forth in Section 6.1 of this Agreement. "UNDERWRITERS' REPRESENTATIVE" has the meaning set forth in Section 7.5(a) of this Agreement. "US GAAP" means generally accepted accounting principles in the United States, consistently applied throughout the specified period and in the immediately prior comparable period. SECTION 2. Purchase Price Adjustment. 2.1 The 2006 Adjustment. If the Operating Subsidiary's consolidated profit after taxes, excluding any non-recurring or extraordinary items for the year ended December 31, 7 2006 and adding back Stock Option Charges (the "2006 ACTUAL EARNINGS"), as determined by the audited consolidated statements of income of the Operating Subsidiary for such year as prepared by a "big four" accounting firm in accordance with US GAAP, is less than US$35 million (or its RMB equivalent), the Founder shall, and the Company shall take all steps and actions necessary and desirable to cause the Founder to, within thirty (30) days following date of the audit report containing the 2006 Actual Earnings: (a) transfer to the Series A Shareholder, for no consideration, such number of Ordinary Shares that the aggregate ownership percentage of the equity interests in the Company held by the Series A Shareholder on a fully-diluted, as-converted basis, immediately following such transfer, shall be equal to the aggregate purchase price for the Series A Shares paid by the Series A Shareholder under the Series A Purchase Agreement, divided by 51% of the product of the 2006 Actual Earnings times eight (8), as further adjusted solely for the dilutive effects of any and all subsequent equity and equity-linked issuances by the Company following the closing of the transactions contemplated by Series A Purchase Agreement up to the date of such transfer; and (b) transfer to the Series B Shareholders, for no consideration and on a prorated basis, such number of Ordinary Shares that the aggregate ownership percentage of the equity interests in the Company held by all of the Series B Shareholders on a fully-diluted, as-converted basis, immediately following such transfer, shall be equal to the aggregate purchase price for the Series B Shares paid by all of the Series B Shareholders under the Series B Purchase Agreement, divided by the sum of (i) the aggregate purchase price paid by all of the Series B Shareholders under the Series B Purchase Agreement plus (ii) the product of (x) 53.98%, times (y) the 2006 Actual Earnings times sixteen (16), as further adjusted solely for the dilutive effects of any and all subsequent equity and equity-linked issuances by the Company approved by the Board (with the consent of the Series B Nominee) following the closing of the transactions contemplated by the Series A Purchase Agreement up to the date of such transfer. 2.2 The 2007 Adjustment. (a) If the Company's consolidated profit after taxes, excluding any non-recurring or extraordinary items and adding back Stock Option Charges, for the year ended December 31, 2007 (the "2007 ACTUAL EARNINGS"), as determined by the audited consolidated statements of income of the Company for such year as prepared by a "big four" accounting firm in accordance with US GAAP, is less than US$70 million, the Founder shall, and the Company shall take all steps and actions necessary and desirable to cause the Founder to, within five (5) Business Days following date of the audit report containing the 2007 Actual Earnings, transfer to the Series B Shareholders, for no consideration, such number of Ordinary Shares that the aggregate ownership percentage of the equity interests in the Company held by all of the Series B Shareholders on a fully-diluted, as-converted basis, immediately following such transfer, shall be equal to the aggregate purchase price paid by all of the Series B Shareholders under the Series B Purchase Agreement, divided by the sum of the aggregate purchase price paid by all of the Series B Shareholders under the Series B Purchase Agreement plus the product of (x) 53.98%, times (y) the 2007 Actual Earnings, times (z) the product of sixteen (16) times the 2006 Actual Earnings divided by US$70 million, as further adjusted solely for the dilutive effects of any and all subsequent equity and equity-linked issuances by the Company approved by the Board (with 8 the consent of the Series B Nominee) following the closing of the transactions contemplated by the Series A Purchase Agreement up to the date of such transfer. (b) If the 2007 Actual Earnings is less than 1.5 times the 2006 Actual Earnings, the Founder shall transfer to the Series A Shareholders, for no consideration, such number of Ordinary Shares that the aggregate value of the equity interests in the Company held by the Series A Shareholder on a fully-diluted, as-converted basis, immediately following such transfer, shall be equal to the aggregate purchase price for the Series A Shares paid by the Series A Shareholder under the Series A Purchase Agreement, divided by 51% of the product of the 2007 Actual Earnings times 5.3, as further adjusted solely for the dilutive effects of any and all subsequent equity and equity-linked issuances by the Company following the closing of the transactions contemplated by the Series A Purchase Agreement up to the date of such transfer. 2.3 Conversion. Within the fifteen (15) days of a transfer of shares under Section 2.1 or Section 2.2, the Founder and the Company shall cause, as soon as reasonably practicable, any Ordinary Shares transferred pursuant to Section 2.1 or Section 2.2 hereof, as the case may be, to be converted into Series A Shares at the conversion ratio of one Ordinary Share to one Series A Share (with respect to any Ordinary Shares transferred to the Series A Shareholder), or into Series B Shares at the conversion ratio of one Ordinary Share to one Series B Share (with respect to any Ordinary Shares transferred to the Series B Shareholders), subject to further adjustments as provided in the Articles of Association. SECTION 3. Financial Statements and Reports; Information and Inspection Rights; Confidentiality 3.1 Financial Statements and Reports to Shareholders. (a) The Company shall keep true and accurate books of account and records in reasonable detail, prepared in accordance with US GAAP and make available to the holders of the Preferred Shares: (i) within thirty (30) days after the end of each month, an unaudited unconsolidated monthly income statement, balance sheet, and cash flow statement of the Operating Subsidiary; (ii) within one hundred twenty (120) days after the end of each fiscal year of the Company, an audited consolidated balance sheet of the Company (or, in the case of financial statements as of and for the year ended December 31, 2006, the Operating Subsidiary) as of the end of such year and audited consolidated statements of income and cash flow for such year, which year-end financial statements shall be prepared in accordance with US GAAP consistently applied and accompanied by an unqualified opinion of a "big four" firm of independent public accountants; and (iii) at least thirty (30) days prior to the end of each fiscal year of the Group, the annual budget of the Group for the next fiscal year. In addition, upon the written request by any Preferred Shareholder, which, together with its Affiliates, owns at least twenty-five percent (25%) of the Series A Conversion Shares or at least twenty-five percent (25%) of the Series B Conversion Shares, as the case may be, the Company shall provide any other information to such holder as such holder may reasonably request. (b) Notwithstanding anything in this Agreement to the contrary, the Company may cease providing the information set forth in this Section 3.1(a) during the period starting from the date sixty (60) days prior to the Company's good faith estimate of the effective date of, 9 and ending on a date one hundred eighty (180) days after the effective date of, the Registration effecting the Company' initial public offering pursuant to a Registration Statement, provided that such estimated date of the Registration Statement is not postponed by more than ninety (90) days. 3.2 Information and Inspection Rights. The Company covenants and agrees that, commencing on the date of this Agreement, (a) Each Preferred Shareholder, which, together with its Affiliates, owns at least twenty-five percent (25%) of the Series A Conversion Shares or at least twenty-five percent (25%) of the Series B Shares, as the case may be, shall have standard inspection rights of the facilities, records and books of the Group, including without limitation, discussing the business, operations and conditions of the Group with its directors, officers, employees, accountants, legal counsel and investment bankers, provided that (i) such rights shall be exercised reasonably and at the expense of such holder and (ii) the Company shall not be obligated to provide information which, in the reasonable opinion of the Company, would be highly confidential relating to the business and operations of the Company or would adversely affect the attorney-client privilege between the Company and its counsel; and (b) the Company shall, as soon as reasonably practicable, notify each Preferred Shareholder of all matters which in the Company's reasonable opinion is reasonably expected to cause a material adverse change to the ability of the Company and its subsidiaries to conduct their respective businesses as now conducted or own, use or lease their respective assets and properties as now owned, used or leased. 3.3 Confidentiality. Each Preferred Shareholder agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than to monitor its investment in the Company, any confidential information obtained from any Group Company pursuant to the terms of this Agreement, unless such confidential information (i) is known or becomes known to the public in general (other than as result of a breach of this Section 3.3) by such Preferred Shareholder), (ii) is or has been independently developed or conceived by the such Preferred Shareholder without use of the Company's confidential information or (iii) is or has been made known or disclosed to such Preferred Shareholder by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that such Preferred Shareholder may disclose confidential information (a) to its attorneys, accountants, consultants and other professionals to the necessary to obtain their services in connection with monitoring its investment in the Company, (b) to any prospective investor of any Registrable Securities from such Preferred Shareholder as long as such prospective investor agrees to be bound by the provisions of this Section 3.3, (c) to any Affiliate, partner, member, stockholder or wholly owned subsidiary of such Preferred Shareholder on a "need to know" basis, or (d) as may otherwise be required by law, provided that such Preferred Shareholder takes reasonable steps to minimize the extent of any such required disclosure. Such Preferred Shareholder shall be liable for any breach of this Section 3.3 by any person set forth in clauses (a), (b) and (c) of the preceding sentence in this Section 3.3. SECTION 4. Corporate Governance. 10 4.1 Board Composition. (a) The Board shall consist of no more than seven (7) directors. The alteration of the maximum size of the Board shall require the affirmative votes of at least the Majority of the Series A Shareholders and the Lead Series B Shareholder, voting separately as two classes. The board of directors of the Operating Subsidiary shall consist of nine (9) directors, four (4) of which shall be appointed by the Company, one (1) of which shall be appointed by the Series A Shareholder and one (1) of which shall be appointed by the Lead Series B Shareholder. (b) If and for so long as the Series A Shareholder, together with its Affiliates, holds at least thirty-three percent (33%) of the Series A Conversion Shares, the Series A Shareholder shall be entitled to appoint, or to remove from office and replace one (1) person as a director of each of the Company and the Operating Subsidiary (the "SERIES A NOMINEE"), following prior consultation with the Company. If the Series A Shareholder, together with its Affiliates, ceases to hold at least thirty-three percent (33%) of the Series A Conversion Shares, the Series A Shareholder shall remove the Series A Nominee, or cause the Series A Nominee to resign, from the board of directors of each of the Company and the Operating Subsidiary, in each case, immediately following the appointment by the Founder of a replacement director therefor. (c) If and for so long as the Lead Series B Shareholder, together with its Affiliates, holds at least thirty-three percent (33%) of the Series B Conversion Shares, the Lead Series B Shareholder shall be entitled to appoint, or to remove from office and replace a person to each of the board of directors of the Company and the Operating Subsidiary (each, a "SERIES B NOMINEE" and together with the Series A Nominee, the "PREFERRED SHAREHOLDER NOMINEES"), following prior consultation with the Company. If the Lead Series B Shareholder, together with its Affiliates, ceases to hold at least thirty-three percent (33%) of the Series B Conversion Shares, the Lead Series B Shareholder shall remove the Series B Nominee, or cause the Series B Nominee to resign, from the board of directors of each of the Company and the Operating Subsidiary, in each case, immediately following the appointment by the Founder of a replacement director therefor. Any appointment or removal of independent directors of the Company and/or its Subsidiaries shall be subject to the written consent of the Series B Nominee, if any. (d) The Preferred Shareholders shall procure that their respective nominees that are directors of the Operating Subsidiary shall cast their votes or otherwise act in ways that are consistent with the board resolutions and/or shareholder resolutions of the Company. (e) The Preferred Shareholder Nominees shall have the right to appoint alternates or proxies to attend any meeting of the Board or the board of directors of the Operating Subsidiary and to vote on matters before the Board or the board of directors of the Operating Subsidiary on the behalf of the Preferred Shareholders. (f) The Founder agrees that, at each meeting of the shareholders of the Company called for the purpose of electing the members of the Board, it shall vote all of its shares in the Company to elect each Preferred Shareholder Nominee as a member of the Board. The Company agrees that, at each meeting of the shareholders of the Operating Subsidiary for the purpose of electing the members of the board of the Operating Subsidiary, it shall vote all of 11 its equity interest in the Operating Subsidiary and take all other necessary steps and actions to nominate, designate and elect each of the Series A Nominee and the Series B Nominee as a member of the board of the Operating Subsidiary. 4.2 Audit Committee. The Company shall establish and maintain an Audit Committee, which shall consist of no more than five (5) directors and include the Series A Nominee and the Series B Nominee. The chairperson of the Audit Committee shall be designated by the mutual agreement of the Series A Nominee and the Series B Nominee. 4.3 Compensation Committee. The Company shall establish and maintain a Compensation Committee, which shall consist of no more than five (5) directors. The Compensation Committee shall make recommendations to the full Board for such matters as management compensation, the Company's benefit plans, and matters relating to the Company's option plans, if any, which shall include the Series A Nominee and the Series B Nominee. 4.4 Other Board Committees. All other Board committees formed from time to time shall include the Series A Nominee and the Series B Nominee as members. 4.5 Meetings of the Board; Quorum; Telephonic Meetings. The Board shall meet at least once every three calendar months. A quorum for any meeting of the Board shall consist of more than fifty percent (50%) of all the directors, provided that the quorum shall include the Series A Nominee and the Series B Nominee. The quorum for any committee meeting of the Board shall include the Series A Nominee and the Series B Nominee. The Directors may participate in a meeting of the Board by means of a conference telephone or other communication equipment through which all persons participating in such meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. 4.6 Action by Written Consent. Any action required or permitted to be taken by the Board, either at a meeting or otherwise, may be taken without a meeting if the Directors unanimously consent thereto in writing and the writing or writings are filed with the minutes of the meeting of the Board. 4.7 Expenses. The Company shall reimburse the Preferred Shareholder Nominee for all reasonable expenses incurred by such nominee relating to Board's activities, including but not limited to, expenses incurred to attend Board meetings. 4.8 Indemnification. The Company's Memorandum of Association or Articles of Association shall provide for indemnification for the directors of the Company to the extent permissible under applicable law. 4.9 Governance of Subsidiaries. Each party hereto will use its best efforts to procure that the Operating Subsidiary and any other Group Company take actions only as directed or permitted by the Company's Board of Directors. SECTION 5. Right of Participation. 5.1 Right of Participation With Respect to New Securities. Subject to the provisions of Sections 5.2 and 5.3, the Company grants to each holder of the Preferred Shares 12 then outstanding the right of participation (the "RIGHT OF PARTICIPATION") to purchase its Pro Rata Share of New Securities which the Company may, from time to time prior to the Qualified IPO, propose to allot and issue; provided that, with respect to each such proposed allotment and issuance, (i) no Series A Shareholder may exercise its Right of Participation unless the Majority of the Series A Shareholders elect to exercise such right and (ii) no Series B Shareholder may exercise its Right of Participation unless the Lead Series B Shareholder elects to exercise such right. The Company shall offer to each holder of the Preferred Shares for subscription up to its Pro Rata Share of the New Securities on the same terms and at the same price at which the Company proposes to allot and issue the New Securities. 5.2 Issuance Notice. (a) In the event the Company proposes to issue New Securities, it shall give the holders of the Preferred Shares then outstanding a written notice (the "ISSUANCE NOTICE") of the Company's intention, describing the type of New Securities, the price, the terms upon which the Company proposes to issue the same, an offer for subscription the aggregate number of New Securities that holders of the Series A Shares as a single class and holders of the Series B Shares as a single class are each entitled to purchase pursuant to Section 5.1 of this Agreement, a statement that all such holders shall have thirty (30) days from the date of receipt of the Issuance Notice to accept the offer for subscription under the Issuance Notice (the "ISSUANCE NOTICE PERIOD), and a statement that no such holder shall be entitled to exercise the Right of Participation unless (i) in the case of the Series A Shareholders, the Majority of the Series A Shareholders must exercise such right and (ii) in the case of the Series B Shareholders, the Lead Series B Shareholder must exercise such right. (b) If the Majority of the Series A Shareholders elect to exercise the Right of Participation within the Issuance Notice Period, each such holder may elect to purchase up to its Pro Rata Share of the New Securities for the price and upon the terms specified in the Issuance Notice by (a) giving written notice to the Company within the Issuance Notice Period and (b) sending payment for its Pro Rata Share of New Securities to the Company. (c) If the Lead Series B Shareholder elects to exercise the Right of Participation within the Issuance Notice Period, each such holder may elect to purchase up to its Pro Rata Share of the New Securities for the price and upon the terms specified in the Issuance Notice by (a) giving written notice to the Company within the Issuance Notice Period and (b) sending payment for its Pro Rata Share of New Securities to the Company. 5.3 Sale of New Securities. (a) If the Majority of the Series A Shareholders fail to exercise the Right of Participation within the Issuance Notice Period, the Company shall have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered by the Issuance Notice shall be closed, if at all, within thirty (30) days after the date of such agreement) to allot and issue the New Securities, at a price and upon general terms no more favorable to the subscriber of the New Securities than specified in the Issuance Notice. If the number of New Securities which the Majority of the Series A Shareholders elect to subscribe in the aggregate is less the aggregate number of New Securities that the Series A Shareholders are 13 entitled to purchase as stated in the Issuance Notice, the Company shall have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered by the Issuance Notice shall be closed, if at all, within thirty (30) days after the date of such agreement) to allot and issue up to such number of the New Securities as equal to the difference between the number of New Securities which the Majority of the Series A Shareholders elect to subscribe in the aggregate and the aggregate number of New Securities that the Series A Shareholders are entitled to purchase as stated in the Issuance Notice, at a price and upon general terms no more favorable to the subscriber of the New Securities than specified in the Issuance Notice. In the event the Company has not allotted and issued the New Securities within this ninety (90) day period, the Company shall not thereafter allot or issue any New Securities without first offering the New Securities to holders of the Series A Shares in the manner provided above. (b) If the Lead Series B Shareholder fails to exercise the Right of Participation within the Issuance Notice Period, the Company shall have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered by the Issuance Notice shall be closed, if at all, within thirty (30) days after the date of such agreement) to allot and issue the New Securities, at a price and upon general terms no more favorable to the subscriber of the New Securities than specified in the Issuance Notice. If the number of New Securities which the Lead Series B Shareholder elects to subscribe in the aggregate is less the aggregate number of New Securities that the Series B Shareholders are entitled to purchase as stated in the Issuance Notice, the Company shall have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered by the Issuance Notice shall be closed, if at all, within thirty (30) days after the date of such agreement) to allot and issue up to such number of the New Securities as equal to the difference between the number of New Securities which the Lead Series B Shareholder elects to subscribe in the aggregate and the aggregate number of New Securities that the Series B Shareholders are entitled to purchase as stated in the Issuance Notice, at a price and upon general terms no more favorable to the subscriber of the New Securities than specified in the Issuance Notice. In the event the Company has not allotted and issued the New Securities within this ninety (90) day period, the Company shall not thereafter allot or issue any New Securities without first offering the New Securities to holders of the Series B Shares in the manner provided above. SECTION 6. Right of First Refusal; Co-Sale Right. 6.1 Right of First Refusal. (a) Subject to the provisions of this Section 6.1 and Sections 6.5 and 6.7 of this Agreement, if the Founder proposes to sell or otherwise transfer, directly or indirectly ("TRANSFER"), any interest in any Ordinary Shares or other voting securities of the Company now owned or subsequently acquired by the Founder (the "FOUNDER SHARES"), then each holder of the Preferred Shares shall have a right of first refusal (the "RIGHT OF FIRST REFUSAL") to purchase the Founder Shares proposed to be Transferred; provided that with respect each such Transfer, (i) no Series A Shareholder may exercise its Right of First Refusal unless the Majority of the Series A Shareholders elect to exercise such right and (ii) no Series B Shareholder may exercise its Right of First Refusal unless the Lead Series B Shareholder elects to exercise such right. 14 (b) The Founder shall give a written notice (the "TRANSFER NOTICE") to each holder of the Preferred Shares describing fully the proposed Transfer, including the number of shares proposed to be Transferred, the proposed Transfer price, the name and address of the proposed Transferee and a statement that no such holder may exercise the Right of First Refusal unless (i) in the case of the Series A Shareholders, the Majority of the Series A Shareholders must exercise such right and (ii) in the case of the Series B Shareholders, the Lead Series B Shareholder must exercise such right. The Transfer Notice shall be accompanied by a written certification by the Founder that the proposed transferee is a bona fide purchaser and the Transfer Notice constitutes a binding commitment of the Founder and the proposed transferee, with or without conditions, for the Transfer of that Founder Shares subject to the Right of First Refusal of the Majority of the Series A Preferred Shareholders or the Lead Series B Shareholder, as the case may be. (c) The holders of the Preferred Shares shall then have the right to purchase up to all of the Founder Shares subject to the Transfer Notice at a price per share equal to the proposed per share transfer price, by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to such holders; provided that (i) in the case of the Series A Shareholders, the Majority of the Series A Shareholders has elected to exercise the Right of First Refusal and (ii) in the case of the Series B Shareholders, the Lead Series B Shareholder has elected to exercise the Right of First Refusal. 6.2 Co-Sale Right. (a) General. If the Founder proposes to Transfer any Founder Shares or any interest therein to any person or entity, each holder of the Preferred Shares shall have the right, exercisable upon written notice to the Founder within thirty (30) days after the date the Transfer Notice is delivered to such holder, to participate in such sale of the Founder Shares on substantially the same terms and conditions applicable to the Founder (the "CO-SALE RIGHT"); provided, however, that (i) the Co-Sale Right shall not apply to any Transfer of Founder Shares pursuant to the exercise of the Right of First Refusal under Section 6.1 and (ii) with respect to each such Transfer, (A) no Series A Shareholder may exercise its Co-Sale Right unless the Majority of the Series A Shareholders elect to exercise such right and (B) no Series B Shareholder may exercise its Co-Sale Right unless the Lead Series B Shareholder elects to exercise such right. (b) Notice of Exercise. (i) Notice of exercise of the Co-Sale Right shall indicate the number of Founder Shares each holder of the Preferred Shares wishes to Transfer under the Co-Sale Right and include an acknowledgment from such holder that it may not exercise its Co-Sale Right unless (A) in the case of the Series A Shareholders, the Majority of the Series A Shareholders must exercise such right and (ii) in the case of the Series B Shareholders, the Lead Series B Shareholder must exercise such right. (ii) If the Majority of the Series A Shareholders elect to exercise the Co-Sale Right, the holders of the Series A Shares may Transfer in the aggregate up to the number of shares of Founder Shares equal to the product obtained by multiplying the aggregate 15 number of the Founder Shares proposed to be Transferred as set out in the Transfer Notice by a fraction, (x) the numerator of which is the number of Shares held in the aggregate by such Majority of the Series A Shareholders immediately before the Transfer and (y) the denominator of which is the total number of the Shares held, in the aggregate, by the Founder and such Majority of the Series A Shareholders immediately before the Transfer. If the Majority of the Series A Shareholders exercise their Co-Sale Right in accordance with the terms and conditions set forth in this Section 6.2, the Founder may Transfer its Shares only if the proposed transferee completes the purchase of the shares which such Majority of the Series A Shareholders seek to sell pursuant to the exercise of the Co-Sale Right. (iii) If the Lead Series B Shareholder elects to exercise the Co-Sale Right, the holders of the Series B Shares may Transfer in the aggregate up to the number of shares of Founder Shares equal to the product obtained by multiplying the aggregate number of the Founder Shares proposed to be Transferred as set out in the Transfer Notice by a fraction, (x) the numerator of which is the number of Shares held in the aggregate by such Lead Series B Shareholder immediately before the Transfer and (y) the denominator of which is the total number of the Shares held, in the aggregate, by the Founder and such Lead Series B Shareholder immediately before the Transfer. If the Lead Series B Shareholder exercises its Co-Sale Right in accordance with the terms and conditions set forth in this Section 6.2, the Founder may Transfer its Shares only if the proposed transferee completes the purchase of the shares which such Lead Series B Shareholder seeks to sell pursuant to the exercise of the Co-Sale Right. (c) Delivery of Certificates. (i) The Majority of the Series A Shareholders shall effect their participation in the Transfer under this Section 6.2 by, promptly or no later than fifteen (15) days after the exercise of such Majority of the Series A Shareholders of the Co-Sale Right, delivering to the Founder for Transfer to the prospective purchaser one or more certificates, properly endorsed for Transfer, which represent the type and number of the Series A Shares which such Majority of the Series A Shareholders elect to Transfer; provided, however, that if the prospective purchaser objects to the delivery of the Series A Shares in lieu of Ordinary Shares, such Majority of the Series A Shareholders shall first convert the Series A Shares into Ordinary Shares and deliver Ordinary Shares as provided in this Section 6.2. The Company agrees to make any such conversion concurrent with and contingent upon the actual Transfer of such shares to the prospective purchaser. (ii) The Lead Series B Shareholder shall effect its participation in the Transfer under this Section 6.2 by, promptly or no later than fifteen (15) days after the exercise of such Lead Series B Shareholder of the Co-Sale Right, delivering to the Founder for Transfer to the prospective purchaser one or more certificates, properly endorsed for Transfer, which represent the type and number of the Series B Shares which such Lead Series B Shareholder elects to Transfer; provided, however, that if the prospective purchaser objects to the delivery of the Series B Shares in lieu of Ordinary Shares, such Lead Series B Shareholder shall first convert the Series B Shares into Ordinary Shares and deliver Ordinary Shares as provided in this Section 6.2. The Company agrees to make any such conversion concurrent with and contingent upon the actual Transfer of such shares to the prospective purchaser. 16 (d) Sales Proceeds. (i) The stock certificate or certificates that the Majority of the Series A Shareholders deliver to the Founder pursuant to Section 6.2(c)(i) shall be transferred to the prospective purchaser in consummation of the sale of the Founder Shares pursuant to substantially the same terms and conditions as specified in the Transfer Notice, and the Founder shall upon receiving the same from the prospective purchaser concurrently remit to each holder constituting such Majority of the Series A Shareholders on a prorated basis the portion of the sale proceeds to which such Majority of the Series A Shareholders is entitled by reason of its participation in the Transfer. To the extent that any prospective purchaser or purchasers prohibit assignment or otherwise refuse to purchase shares or other securities from such Majority of the Series A Shareholders, the Founder shall not Transfer to the prospective purchaser or purchasers any Series A Shares unless and until, simultaneously with the sale, the Founder purchases those shares or other securities from such Majority of the Series A Shareholders. (ii) The stock certificate or certificates that the Lead Series B Shareholder deliver to the Founder pursuant to Section 6.2(c)(ii) shall be transferred to the prospective purchaser in consummation of the sale of the Founder Shares pursuant to substantially the same terms and conditions as specified in the Transfer Notice, and the Founder shall upon receiving the same from the prospective purchaser concurrently remit to the Lead Series B Shareholder on a prorated basis the portion of the sale proceeds to which the Lead Series B Shareholder is entitled by reason of its participation in the Transfer. To the extent that any prospective purchaser or purchasers prohibit assignment or otherwise refuse to purchase shares or other securities from the Lead Series B Shareholder, the Founder shall not Transfer to the prospective purchaser or purchasers any Series A Shares unless and until, simultaneously with the sale, the Founder purchases those shares or other securities from the Lead Series B Shareholder. (e) Purchase and Sales Agreement. The terms and conditions of any sale pursuant to this Section 6.2 shall be memorialized in, and governed by, a written purchase and sales agreement with customary terms and provisions for such a transaction; provided that the Majority of the Series A Shareholders or the Majority of the Series A Shareholders, as the case may be, shall not be required to give any representations or warranties other than those reasonably requested relating to its title in and ownership of the shares and information relating to such majority or in connection with complying with the relevant exemptions of the Securities Act. 6.3 Sale by the Founder. Subject to Section 6.6, if and to the extent that either or both of the Majority of the Series A Shareholders or the Lead Series B Shareholder do not exercise its Right of First Refusal or Co-Sale Right with respect to the sale of the Founder Shares subject to the Transfer Notice within the relevant prescribed period, the Founder may, not later than ninety (90) days following delivery to such Majority of the Series A Shareholders and/or the Lead Series B Shareholder, as the case may be, of the Transfer Notice, conclude a bona fide Transfer of all of the Founder Shares covered by the Transfer Notice on terms and conditions not more favorable to the transferee or transferor than those described in the Transfer Notice. Any proposed Transfer on terms and conditions more favorable than those described in the Transfer Notice, as well as any subsequent proposed transfer of any Founder Shares by the Founder, shall 17 again be subject to the Right of First Refusal and the Co-Sale Right held by the Majority of the Series A Shareholders and/or the Lead Series B Shareholder, as the case may be, and shall require compliance by the Founder with the procedures described in this Section 6. 6.4 No Adverse Effect. The exercise or non-exercise by either or both of the Majority of the Series A Shareholders or the Lead Series B Shareholder of the Right of First Refusal or the Co-Sale Right shall not adversely affect their rights to participate in subsequent transfers of Founder Shares by the Founder subject to the provisions of this Section 6. 6.5 Exempt Transfers. (a) Notwithstanding the foregoing, the Right of Refusal and the Co-Sale Right shall not apply to any transfer or transfers of Founder Shares by the Founder to its Affiliates or the Company's employees, provided that such employee transferee shall agree to the same transfer restrictions set out in this Section 6. (b) Notwithstanding the foregoing, the Right of First Refusal or the Co-Sale Right shall not apply to the sale of any Founder Shares to the public pursuant to a Registration Statement filed with, and declared effective by, the Commission under the Securities Act (or with respect to a Registration in a jurisdiction other than the United States, with or by an equivalent agency under applicable law in such jurisdiction). 6.6 Prohibited Transfer. No sale of the Shares to a transferee under Section 6.5 shall be effective if a purpose or effect of such transfer shall have been to circumvent the provisions in Sections 6.1 and 6.2. Each Shareholder shall remain responsible for the performance of this Agreement by each transferee of such Shareholder to whom the Shares are transferred. If any Affiliate of any Shareholder to whom the Shares are transferred pursuant to Section 6.5 ceases to be an Affiliate of such Shareholder from whom it acquired such Shares pursuant to such provision, such Person shall re-convey such Shares to such transferring Shareholder as soon as reasonably practicable after such Person knows of its upcoming change of status immediately prior thereto. If such change of status is not known until after its occurrence, the former Affiliate shall make such transfer to such transferring Shareholder as soon as practicable after the former Affiliate receives notice thereof. 6.7 Restrictions on the Transfer by the Preferred Shareholders. Any Preferred Shares, or any classes of shares of the Company, held by the Preferred Shareholders are freely transferable, subject to restrictions under applicable laws, provided, however, that (i) the holders of the Preferred Shares shall give advance written notice to the Company with respect to a proposed transfer of such shares, and (ii) such holders shall not transfer such shares to any Person whose principal business is, in the good faith determination of two-thirds of the members of the Board (not counting the Series A Nominees in the event that the Series A Shares are being proposed to be transferred and not counting the Series B Nominees in the event that the Series B Shares are being proposed to be transferred), in direct competition with the principal business of the Company at the time of such transfer. In addition to the foregoing, for a period of one year (1) following the date of the Series A Shareholders Agreement, the Series A Shareholder (or its Affiliates) shall not transfer shares of the Company representing, on an aggregated basis, more than 50% of the Series A Shares (as determined on a fully-diluted, as-converted basis) to a 18 Person other than Affiliates of the Series A Shareholder without the prior written consent of the Company, which consent shall not be unreasonably withheld. SECTION 7. Demand Registration. 7.1 Request for Registration on Form Other Than Form F-3. (a) Subject to the terms of this Agreement, in the event that the Company receives from the Series A Initiating Holders at any time six (6) months after the closing of the Company's initial public offering of Ordinary Shares under a Registration Statement (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a Registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities, or a Registration in which the only Ordinary Shares issuable upon conversion of debt securities that are also being Registered), a written request that the Company effect any Registration with respect to the Series A Registrable Securities on a form other than Form F-3 for an offering of the then outstanding Series A Registrable Securities, the Company shall (x) within ten (10) days of the receipt thereof, give written notice of the proposed Registration to all other holders of the Registrable Securities, and (y) as soon as practicable, use commercially reasonable efforts to effect the Registration of the Series A Registrable Securities specified in the request, together with any Registrable Securities of any other Holder of Registrable Securities as are specified in a written request from such Holder given within twenty (20) days after written notice from the Company. The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 7.1(a) after the Company has effected two (2) Registrations pursuant to this Section 7.1(a) and each Registration has been declared effective. The substantive provisions of Section 7.5 in respect of the Series A Registrable Securities shall be applicable to the Registration initiated under this Section 7.1(a). (b) Subject to the terms of this Agreement, in the event that the Company receives from the Series B Initiating Holders at any time six (6) months after the closing of the Company's initial public offering of Ordinary Shares under a Registration Statement (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a Registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities, or a Registration in which the only Ordinary Shares issuable upon conversion of debt securities that are also being Registered), a written request that the Company effect any Registration with respect to the Series B Registrable Securities on a form other than Form F-3 for an offering of the then outstanding Series B Registrable Securities, the Company shall (x) within ten (10) days of the receipt thereof, give written notice of the proposed Registration to all other holders of the Registrable Securities, and (y) as soon as practicable, use commercially reasonable efforts to effect the Registration of the Series B Registrable Securities specified in the request, together with any Registrable Securities of any other Holder of Registrable Securities as are specified in a written request from such Holder given within twenty (20) days after written notice from the Company. The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 7.1(b) after the Company has effected two (2) Registrations 19 pursuant to this Section 7.1(b) and each Registration has been declared effective. The substantive provisions of Section 7.5 in respect of the Series B Registrable Securities shall be applicable to the Registration initiated under this Section 7.1(b). 7.2 Request for Registration on Form F-3. (a) If the Series A Initiating Holders request that the Company file a Registration Statement on Form F-3 (or any successor form to Form F-3, or any comparable form for a Registration in a jurisdiction other than the United States) for a public offering, of shares of Series A Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of Selling Expenses, would not be less than US$5,000,000, and the Company is a registrant entitled to use Form F-3 or comparable form to Register the Series A Registrable Securities for an offering, the Company shall use commercially reasonable efforts to cause those Series A Registrable Securities to be Registered for the offering on that form and to cause those Series A Registrable Securities to be qualified in jurisdictions as the Holder or Holders of the Series A Registrable Shares may reasonably request. The Company shall not be required to effect more than one Registration pursuant to this Section 7.2(a) in any twelve (12) month period. The substantive provisions of Section 7.5 in respect of the Series A Registrable Securities shall be applicable to each Registration initiated under this Section 7.2(a). (b) If the Series B Initiating Holders request that the Company file a Registration Statement on Form F-3 (or any successor form to Form F-3, or any comparable form for a Registration in a jurisdiction other than the United States) for a public offering, of shares of Series B Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of Selling Expenses, would not be less than US$5,000,000, and the Company is a registrant entitled to use Form F-3 or comparable form to Register the Series B Registrable Securities for an offering, the Company shall use commercially reasonable efforts to cause those Series B Registrable Securities to be Registered for the offering on that form and to cause those Series B Registrable Securities to be qualified in jurisdictions as the Holder or Holders of the Series B Registrable Shares may reasonably request. The Company shall not be required to effect more than one Registration pursuant to this Section 7.2(b) in any twelve (12) month period. The substantive provisions of Section 7.5 in respect of the Series B Registrable Securities shall be applicable to each Registration initiated under this Section 7.2(b). 7.3 Right of Deferral. Notwithstanding anything in this Section 7 to the contrary, the Company shall not be obligated to file a Registration Statement pursuant to this Section 7: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting that Registration, qualification, or compliance, unless the Company is already subject to service in that jurisdiction and except as may be required by the Securities Act or other applicable law in a jurisdiction other than the United States in which the Registration is being effected; (b) if the Company, within fifteen (15) days of the receipt of the request of any Series A Initiating Holder(s), gives notice of its bona fide intention to effect the filing of a Registration Statement with the Commission or comparable regulatory agency for a Registration 20 in a jurisdiction other than the United States (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a registration relating to a corporate reorganization, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Series A Registrable Securities, or a registration in which the only Ordinary Shares being registered is Ordinary Shares issuable upon conversion of debt securities that are also being registered), then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Holders of the Series A Registrable Shares requesting Registration pursuant to Section 7.1(a) or Section 7.2(a), provided that the Company may not utilize this right more than once in every twelve (12) month period and that the Company shall not Register any other shares during such twelve (12) month period. Any Registration of Series A Registrable Securities as a result of such efforts shall be deemed to have been initiated by the Company, not by the Series A Initiating Holders under Section 7.1(a), and the original request by the Series A Initiating Holders to Register Registrable Securities shall instead be deemed a request to include the Series A Registrable Securities specified in the request in such Registration under Section 8; (c) if the Company, within fifteen (15) days of the receipt of the request of any Series B Initiating Holder(s), gives notice of its bona fide intention to effect the filing of a Registration Statement with the Commission or comparable regulatory agency for a Registration in a jurisdiction other than the United States (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a registration relating to a corporate reorganization, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Series B Registrable Securities, or a registration in which the only Ordinary Shares being registered is Ordinary Shares issuable upon conversion of debt securities that are also being registered), then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Holders of the Series B Registrable Shares requesting Registration pursuant to Section 7.1(b) or Section 7.2(b), provided that the Company may not utilize this right more than once in every twelve (12) month period and that the Company shall not Register any other shares during such twelve (12) month period. Any Registration of Series B Registrable Securities as a result of such efforts shall be deemed to have been initiated by the Company, not by the Series B Initiating Holders under Section 7.1(b), and the original request by the Series B Initiating Holders to Register Registrable Securities shall instead be deemed a request to include the Series B Registrable Securities specified in the request in such Registration under Section 8; (d) within one hundred eighty (180) days immediately following the effective date of any Registration Statement pertaining to the securities of the Company (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a Registration relating to a corporate reorganization, a Registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of any Series A Registrable Securities or any Series B Registrable 21 Securities, or a Registration in which the only Ordinary Shares being Registered is Ordinary Shares issuable upon conversion of debt securities that are also being Registered); (e) in the case of a proposed Registration under Section 7.1(a) or Section 7.2(a), if the Company furnishes to the Series A Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its shareholders for a Registration Statement to be filed in the near future. Then the Company's obligation to use its commercially reasonable efforts to file a Registration Statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file the Registration by such Holder provided that the Company shall not exercise the right contained in this Section 7.3(e) more than once in any twelve (12) month period and provided further, that during such one hundred twenty (120) day period the Company shall not file a Registration Statement with respect to the public offering of securities of the Company (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a Registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Series A Registrable Securities, or a Registration in which the only Ordinary Shares issuable upon conversion of debt securities that are also being Registered); or (f) in the case of a proposed Registration under Section 7.1(b) or Section 7.2(b), if the Company furnishes to the Series B Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its shareholders for a Registration Statement to be filed in the near future. Then the Company's obligation to use its commercially reasonable efforts to file a Registration Statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file the Registration by such Holder provided that the Company shall not exercise the right contained in this Section 7.3(f) more than once in any twelve (12) month period and provided further, that during such one hundred twenty (120) day period the Company shall not file a Registration Statement with respect to the public offering of securities of the Company (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a Registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Series B Registrable Securities, or a Registration in which the only Ordinary Shares issuable upon conversion of debt securities that are also being Registered). 7.4 Registration of Other Securities in Demand Registration. Any Registration Statement filed pursuant to the request of any Holder under this Section 7 may, subject to the provisions of Section 7.5, include Ordinary Shares of the Company other than Registrable Securities. 7.5 Underwriting in Demand Registration. (a) Notice of Underwriting. 22 (i) If the Series A Initiating Holders intend to distribute the Series A Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 7, and the Company shall include that information in the written notice referred to in Section 7.1(a) or 7.2(a) of this Agreement. In such event, the right of any Holder of the Series A Registrable Securities to Registration pursuant to this Section 7 shall be conditioned upon such Holder's agreement to participate in the underwriting arrangement required by this Section 7.5 in respect of the Series A Registrable Securities, and the inclusion of that Holder's Series A Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all Holders of the Series A Registrable Securities proposing to distribute their securities through the underwriting) enter into an underwriting agreement with the representative (the "UNDERWRITERS' REPRESENTATIVE") of the underwriter or underwriters selected for the underwriting by the Company and reasonably acceptable to Holders of a majority of the Series A Registrable Securities that are being proposed to be distributed through such underwriting. (ii) If the Series B Initiating Holders intend to distribute the Series B Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 7, and the Company shall include that information in the written notice referred to in Section 7.1(b) or 7.2(b) of this Agreement. In such event, the right of any Holder of the Series B Registrable Securities to Registration pursuant to this Section 7 shall be conditioned upon such Holder's agreement to participate in the underwriting arrangement required by this Section 7.5 in respect of the Series B Registrable Securities, and the inclusion of that Holder's Series B Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all Holders the Series B Registrable Securities proposing to distribute their securities through the underwriting) enter into an underwriting agreement with the representative (the "UNDERWRITERS' REPRESENTATIVE") of the underwriter or underwriters selected for the underwriting by the Company and reasonably acceptable to Holders of a majority of the Series B Registrable Securities that are being proposed to be distributed through such underwriting. (b) Inclusion of Other Holders in Demand Registration. (i) If the Company, officers or directors of the Company holding Ordinary Shares other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion of such Ordinary Shares or other securities in the Registration, the Series A Initiating Holders or the Series B Initiating Holders, as the case may be and to the extent they deem advisable and consistent with the goals of that Registration, may, in their reasonable discretion, on behalf of all Series A Holders (in the case of the Series A Initiating Holders) or on behalf of all Series B Holders (in the case of the Series B Initiating Holders), as the case may be, offer to any or all of the Company, those officers or directors, and the holders of securities other than Registrable Securities that such Ordinary Shares or other securities be included in the underwriting and may condition that offer on the acceptance by those persons of the terms of this Section 7. (ii) If the number of shares included pursuant to Section 7.5(b)(i) exceeds the number of shares of Series A Registrable Securities included by all Holders of the Series A Registrable Securities, the Registration shall be treated as governed by Section 8 of this 23 Agreement in respect of the Series A Registrable Securities rather than this Section 7, and it shall not count as a Registration for purposes of this Section 7 in respect of the Series A Registrable Securities. (iii) If the number of shares included pursuant to Section 7.5(b)(i) exceeds the number of shares of Series B Registrable Securities included by all Holders of the Series B Registrable Securities, the Registration shall be treated as governed by Section 8 of this Agreement in respect of the Series B Registrable Securities rather than this Section 7, and it shall not count as a Registration for purposes of this Section 7 in respect of the Series B Registrable Securities. (c) Marketing Limitation in Demand Registration. (i) Notwithstanding anything in this Section 7 to the contrary, if the Underwriters' Representative advises the Series A Initiating Holders in writing that marketing factors (including, without limitation, the aggregate number of Ordinary Shares requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the Series A Initiating Holders shall so advise all Holders of Series A Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Series A Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Series A Registrable Securities entitled to inclusion in that Registration held by such Holders of the Series A Registrable Securities at the time of filing the Registration Statement; provided that securities described in Section 7.5(b)(i) shall first be excluded from such Registration, and that at least twenty-five percent (25%) of the Registrable Securities requested by the Series A Initiating Holders to be included in such Registration and underwriting shall be so included. No Series A Registrable Securities or other securities excluded from the underwriting by reason of this Section 7.5(c)(i) shall be included in such Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company and the Underwriters' Representative may round the number of shares allocated to any Holder of the Series A Registrable Securities to the nearest one hundred (100) shares. (ii) Notwithstanding anything in this Section 7 to the contrary, if the Underwriters' Representative advises the Series B Initiating Holders in writing that marketing factors (including, without limitation, the aggregate number of Ordinary Shares requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the Series B Initiating Holders shall so advise all Holders of Series B Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Series B Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Series B Registrable Securities entitled to inclusion in that Registration held by such Holders of the Series B Registrable Securities at the time of filing the Registration Statement; provided that securities described in Section 7.5(b)(i) shall first be excluded from such Registration, and that at least fifteen percent (15%) of the Registrable 24 Securities requested by the Series B Initiating Holders to be included in such Registration and underwriting shall be so included. No Series B Registrable Securities or other securities excluded from the underwriting by reason of this Section 7.5(c)(ii) shall be included in such Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company and the Underwriters' Representative may round the number of shares allocated to any Holder of the Series B Registrable Securities to the nearest one hundred (100) shares. (d) Right of Withdrawal in Demand Registration. If any Holder of Registrable Securities or, or a holder of other securities entitled (upon request) to be included in such Registration, disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the Underwriter's Representative, and the Series A Initiating Holders or the Series B Initiating Holders, as the case may be, delivered at least seven (7) Business Days prior to the effective date of the Registration Statement. The securities so withdrawn shall also be withdrawn from the Registration Statement, and such securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such Registration, or such other period of time as the underwriters may require. 7.6 Other Securities Laws in Demand Registration. In the event of any Registration pursuant to this Section 7, the Company shall exercise its commercially reasonable endeavors to Register and qualify the securities covered by the Registration Statement under the securities laws of any other jurisdictions in the United States as shall be reasonably appropriate for the distribution of the securities; provided, however, that: (a) the Company shall not be required to do business or to file a general consent to service of process in any such state or jurisdiction; and (b) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling shareholders, the expenses shall be payable pro rata by the selling shareholders. 7.7 Other Registration Rights. The Company and the Founder hereby jointly and severally (i) represent and warrant to the Preferred Shareholders that the Company has not granted any rights to any shareholder or other person with respect to the Registration of securities of the Company and (ii) covenant that the Company will not, and the Founder will not permit the Company to, grant any such rights to any Person without the prior written consent of each of (a) Holders holding at least a majority of the Series A Registrable Securities and (b) the Lead Series B Shareholder. SECTION 8. Piggyback Registration. 8.1 Notice of Piggyback Registration and Inclusion of Registrable Securities. Subject to the terms of this Agreement, if the Company decides to Register any of its Ordinary Shares (either for its own account or the account of a security holder or holders (other than Holders exercising their demand rights pursuant to Section 7 of this Agreement)) (other than a Registration relating solely to the sale of securities to participants in a Company stock plan, a Registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a Registration on any form that does not include substantially the same 25 information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a Registration in which the only Ordinary Shares being registered is Ordinary Shares issuable upon conversion of debt securities that are also being Registered), the Company shall: (a) promptly give each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify those securities under the applicable Blue Sky or other securities laws); and (b) include in that Registration (and any related qualification under Blue Sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request delivered to the Company by any Holder within twenty (20) days after delivery of the written notice from the Company. The Company shall have the right to terminate or withdraw any Registration initiated by it under this Section 8 prior to the effectiveness of such Registration whether or not any Holder has elected to include securities in such Registration. 8.2 Underwriting in Piggyback Registration. (a) Notice of Underwriting in Piggyback Registration. If the Registration of which the Company gives notice is for a Registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 8.1. In such event, the right of any Holder to Registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in such underwriting to the extent provided in this Section 8. All Holders proposing to distribute their securities through the underwriting shall (together with the Company and any other holders distributing their securities through the underwriting) enter into an underwriting agreement with the Underwriter's Representative for such offering. The Holders shall have no right to participate in the selection of the underwriters for an offering pursuant to this Section 8. (b) Marketing Limitation in Piggyback Registration. Notwithstanding anything in this Section 8 to the contrary, if the Underwriter's Representative advises the Holders seeking Registration of Registrable Securities pursuant to this Section 8 in writing that marketing factors (including, without limitation, the aggregate number of Ordinary Shares requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the Underwriters' Representative (subject to the allocation priority set forth in Section 8.2(c)) may: (i) in the case of the Company's initial public offering pursuant to a Registration Statement, exclude some or all Registrable Securities from the Registration and underwriting; and (ii) in the case of any Registered public offering subsequent to the initial public offering, limit the number of shares of Registrable Securities to be included in the Registration and underwriting, to not less than thirty-five percent (35%) of the Series A Registrable Securities and not less than twenty five percent (25%) of the Series B Registrable Securities requested to be included in the Registration. (c) Allocation of Shares in Piggyback Registration. If the Underwriter's Representative limits the number of shares to be included in a Registration pursuant to Section 26 8.2(b), the number of shares to be included in the Registration shall be allocated among all other Holders and other holders of securities (other than Registrable Securities) requesting and legally entitled to include securities in that Registration, in the following order of priority: (i) first, to the Company, to the extent it is offering shares for its own account; and (ii) next, to Holders of Registrable Securities requesting inclusion of Registrable Securities in the offering, in proportion, as nearly as practicable, to the respective amounts of securities (including the Registrable Securities), which such Holders would otherwise be entitled to include in the Registration; (iii) next, to the other holders requesting inclusion of such securities (other than Registrable Securities) in the offering, in proportion, as nearly as practicable to the respective amounts of securities which such other holders would otherwise be entitled to include in the Registration. For any Registration subsequent to an initial public offering, the number of Registrable Securities that may be included in the Registration and underwriting under Section 8.2(b)(ii) shall not be reduced to (i) less than thirty-five percent (35%) of the Series A Registrable Securities without the prior consent of at least a majority of the Holders of the Series A Registrable Securities who have requested their Series A Registrable Securities to be included in the Registration and underwriting or (ii) less than twenty five percent (25%) of the Series B Registrable Securities requested to be included in the Registration without the prior consent of the Lead Series B Shareholder who has requested its Series B Registrable Securities be included in the Registration and underwriting. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 8.2(c) shall be included in the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company and the Underwriters' Representative may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. (d) Withdrawal in Piggyback Registration. If any Holder disapproves of the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the Underwriter's Representative delivered at least seven days prior to the effective date of the Registration Statement. Any Registrable Securities or other securities excluded or withdrawn from the underwriting shall be withdrawn from the Registration. SECTION 9. Expenses of Registration. (a) All Registration Expenses reasonably incurred in connection with up to two (2) Registrations pursuant to Section 7.1(a), two (2) Registrations pursuant Section 7.1(b) and unlimited Registrations pursuant to Sections 7.2 and 8 shall be borne by the Company. All Registration Expenses incurred in connection with any other Registration, qualification or compliance shall be apportioned among the Holders, and other holders, including the Company, of the securities so Registered on the basis of the number of shares Registered. (b) Notwithstanding the above, the Company shall not be required to pay for any expenses of any Registration proceeding commenced pursuant to Section 7 if (i) in the case 27 of a Registration under Section 7.1(a), the Registration request is subsequently withdrawn at the request of the Holders of a majority of the Series A Registrable Securities to be Registered (which Holders shall bear those expenses), unless the Holders of a majority of the Series A Registrable Securities agree to forfeit their right to one (1) corresponding Registration pursuant to Section 7.1(a) and (ii) in the case of a Registration under Section 7.1(b), the Registration request is subsequently withdrawn at the request of the Lead Series B Shareholder (which Holders shall bear those expenses), unless the Lead Series B Shareholder agrees to forfeit its right to one (1) corresponding Registration pursuant to Section 7.1(b); provided, however, that if at the time of such withdrawal, such Holders have learned of a material adverse change in the condition, business, or prospects of the Company not known to such Holders at the time of their request for such Registration, and have withdrawn their request for Registration with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any such expenses and such Registration shall not constitute the use of a Registration under Section 7. All Selling Expenses shall be borne by the holders of the securities Registered pro rata on the basis of the number of shares Registered. SECTION 10. Termination of Registration Rights. The rights of any Holder to cause the Company to Register securities granted under Sections 7 and 8 and to receive notices pursuant to Section 7 and Section 8 of this Agreement shall terminate on the earlier of: (a) five (5) years after the consummation of a Qualified IPO; (b) with respect to such Holder, after a Qualified IPO or the Company's initial public offering of securities pursuant to a Registration Statement, if following such Qualified IPO or initial public offering, such Holder, together with its Affiliates, holds less than one percent (1%) of the outstanding Ordinary Shares, (c) with respect to such Holder, when such Holder is eligible to sell all of the Registrable Securities held by it (together with any Affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) either (i) under Rule 144 within any ninety (90) day period without volume limitations or (ii) under Rule 144(k), or (d) with respect to such Holder's right with respect to Registration of Registrable Securities in any jurisdiction other than the United States, when that Holder is eligible to sell all of its Registrable Securities under a provision of that jurisdiction's securities laws comparable to Rule 144 or 144(k). SECTION 11. Registration Procedures and Obligations. Whenever required under this Agreement to effect the Registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the Commission (or comparable regulatory agency with respect to a Registration in a jurisdiction other than the United States) a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause that Registration Statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities Registered thereunder, keep the Registration Statement effective for up to ninety (90) days, or if earlier, until the distribution contemplated by the Registration has been completed. (b) Prepare and file with the Commission (or comparable regulatory agency for a Registration in a jurisdiction other than the United States), such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act 28 (or, with respect to a Registration in a jurisdiction other than the United States, other applicable law in a jurisdiction other than the United States) with respect to the disposition of all securities covered by such Registration Statement; (c) Furnish to the Holders the number of copies of a prospectus, including a preliminary prospectus, required by the Securities Act (or, with respect to a Registration in a jurisdiction other than the United States, other applicable law in a jurisdiction other than the United States), and such other documents as the underwriters may reasonably request in order to facilitate the disposition of such Registrable Securities; (d) Otherwise use its commercially reasonable efforts to comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to the securities holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months after the effective date of such Registration Statement, which earnings statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158; (e) Use its commercially reasonable efforts to Register and qualify the securities covered by the Registration Statement under the securities or Blue Sky laws of any other jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required to qualify to do business or file a general consent to service of process in any such states or jurisdictions, and provided further that if any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling shareholders, such expenses shall be payable pro rata by selling shareholders; (f) Appoint a qualified independent underwriter, if necessary under the circumstances or if reasonably requested by the Holders of more than fifty percent (50%) of the Registrable Securities in any Registration made pursuant to the terms hereof; (g) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering, provided that each Holder participating in the underwriting shall also enter into and perform its obligations under such an agreement; (h) Notify each Holder of Registrable Securities covered by the Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (i) Provide a transfer agent and registrar for all Registrable Securities Registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such Registration; (j) Use its commercially reasonable efforts to furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date 29 that Registrable Securities are delivered to the underwriters for sale in connection with a Registration pursuant to this Agreement, (i) an opinion, dated the date of the sale, of the counsel representing the Company for the purposes of such Registration, in form and substance as is customarily given to underwriters in an underwritten public offering, and (ii) a "comfort" letter dated the date of the sale, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any; and (k) Use its commercially reasonable efforts to list the Registrable Securities on the primary exchange upon which similar securities issued by the Company are then traded. SECTION 12. Information Furnished by Holder. It shall be a condition precedent of the Company's obligations under this Agreement that each Holder of Registrable Securities included in any Registration furnish to the Company information regarding such Holder, the Registrable Securities held by it and the distribution of such Registrable Securities proposed by such Holder as the Company may reasonably request. SECTION 13. Indemnification. 13.1 Company's Indemnification of the Holders. In the event any Registrable Securities are included in a Registration Statement under this Agreement, to the extent permitted by law, the Company shall indemnify each Holder, each of its officers, directors, partners and legal counsel, and each person controlling such Holder, with respect to which Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls such underwriter within the meaning of Section 15 of the Securities Act against all claims, losses, damages, liabilities, or actions in respect thereof (collectively, "DAMAGES") arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any Registration, qualification, or compliance, and the Company shall reimburse each such Holder, its directors, partners, legal counsel and independent accountant, each such underwriter, and each such person who controls such Holder or any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 13.1 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any case to the extent that any Damages arise out of or are based upon any untrue statement or omission based upon written information furnished to the Company by a Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company. 30 13.2 Holder's Indemnification of Company. In the event any Registrable Securities are included in a Registration Statement under this Agreement, to the extent permitted by law, each Holder shall, if Registrable Securities held by that Holder are included in the securities as to which Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by the Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to such Holder and relating to action or inaction required of such Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, such other Holders, directors, officers, partners, persons, law firms and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that the untrue statement (or alleged untrue statement) or omission (or alleged omission) or violation is made in that Registration Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company, provided, however, that the indemnity contained in this Section 13.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that such Holder's liability under this Section 13.2 shall not exceed the Holder's proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with such Registration, except in the case of fraud or willful misconduct by such Holder. The obligations of the Holders under this Section 13.2 shall be several, and not joint and several, among the Holders whose Registrable Securities are included in the Registration. 13.3 Condition to Indemnity. The foregoing indemnity agreements of the Company and the Holders are subject to the condition that, insofar as they relate to any violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the Registration Statement in question becomes effective or the amended prospectus filed with the Commission pursuant to Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus was furnished to the indemnified party and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act. 31 13.4 Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 13 of notice of the commencement of any action, the indemnified party shall, if a claim is to be made against an indemnifying party under this Section 13, notify the indemnifying party in writing of the commencement thereof and generally summarize the action. The indemnifying party shall have the right to participate in and to assume the defense of that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of the claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of the action, suit, or proceeding by reason of recognized claims for indemnity under this Section 13, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by counsel to be necessary to protect the interests of such party. The failure to notify an indemnifying party promptly of the commencement of any action, if prejudicial to the ability of the indemnifying party to defend the action, shall relieve the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 13, but the omission to notify the indemnifying party shall not relieve the party of any liability that the party may otherwise have to any indemnified party otherwise under this Section 13. 13.5 Contribution. If the indemnification provided for in this Section 13 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any Damages, then the indemnifying party, in lieu of indemnifying the indemnified party hereunder, shall contribute to the amount paid or payable by the indemnified party as a result of those Damages in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements or omissions that resulted in Damages as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying or the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent the statement or omission. No Holder will be required to contribute any amount in excess of the net proceeds received from the sale of all such Registrable Securities offered and sold by such Holder pursuant to such Registration Statement, except in the case of fraud or willful misconduct by such Holder; and no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. 13.6 Conflicts. Notwithstanding the foregoing, to the extent that provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; provided however, that the provision in any such underwriting agreement pertaining to indemnification and contribution will be (i) substantially similar to those contained herein, or (ii) typical of such provisions found in underwriting agreements of companies similarly situated to the Company. 32 13.7 Survival of Obligations. The obligations of the Company and Holders under this Section 13 shall survive the completion of any offering of Registrable Securities in a Registration Statement under this Agreement or otherwise. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which admits fault on behalf of the indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim or litigation. SECTION 14. Lock-Up. Each Holder hereby agrees that, if requested by the Company or the Underwriter's Representative (if any) in connection with the Company's initial public offering, such Holder shall not sell, contract to sell, make any short sale of, loan, grant any option for the purchase of, pledge, charge or otherwise transfer or dispose of any Registrable Securities or other securities of the Company without the prior written consent of the Company or the Underwriter's Representative, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) following the effective date of a Registration Statement of the Company filed under the Securities Act (or other applicable law in a jurisdiction other than the United States in which a Registration occurred) as may be requested by the Underwriter's Representative or pursuant to any regulations or rules of the stock exchange on which shares of the Company are listed. The obligations of Holders under this Section 14 shall be conditioned upon similar agreements being in effect with each other shareholder who is an officer, director, or five percent (5%) shareholder of the Company. The Company shall not release any of the shareholders who is an officer, director, or five percent (5%) shareholder of the Company from the lock-up without first releasing the Holders. SECTION 15. No Action Letter. Notwithstanding anything else in this Agreement, if: (a) the Company obtains from the Commission (or comparable regulatory agency in case of Registration in a jurisdiction other than the United States) a "no-action" letter in which the Commission or such comparable regulatory agency has indicated that it will take no action if, without Registration under the Securities Act or comparable law, any Holder disposes of Registrable Securities covered by any request for Registration made under Section 7 of this Agreement in the specific manner in which the Holder proposes to dispose of Registrable Securities included in that request (such as including, without limitation, inclusion of the Registrable Securities in an underwriting initiated by either the Company or the Holders) and that the Registrable Securities may be sold to the public without Registration in accordance with an established procedure or Rule-based "safe harbor" without unreasonable legal risk or uncertainty, then the Registrable Securities included in the request shall not be eligible for Registration under this Agreement. Any Registrable Securities not so disposed of shall be eligible for Registration in accordance with the terms of this Agreement with respect to other proposed dispositions to which this Section 15 does not apply. The Registration rights of the Holders of Registrable Securities set forth in this Agreement are conditioned upon the conversion of the Registrable Securities with respect to which Registration is sought into Ordinary Shares prior to the effective date of the Registration Statement. SECTION 16. Reports Under the Exchange Act. With a view to making available to Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the 33 Company to the public without Registration or pursuant to a Registration on Form F-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after ninety (90) days after the effective date of the first Registration Statement filed by the Company for the offering of its securities to the public so long as the Company is subject to the periodic reporting requirements under Section 13 or 15(d) of the Exchange Act; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, promptly upon written request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first Registration Statement filed by the Company), the Securities Act, and the Exchange Act (at any time after it has become subject to reporting requirements thereunder), or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and any other reports and documents filed by the Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the Commission which permits the selling of any such securities without Registration or pursuant to that form; (d) with respect to a Registration in a jurisdiction other than the United States, take actions similar to those set forth in paragraphs (a), (b), (c) and (d) of this Section 16 with a view to making available to Holders the benefits of the corresponding provision or provisions of that jurisdiction's securities laws; and (e) at the request of a Holder, use its best efforts to enable such Holder to sell the maximum number of Registrable Securities permitted under Rule 144, including without limitation promptly issuing appropriate instructions to the Company's share transfer agent to remove legends from such Holder's share certificates, causing the Company's counsel to issue legal opinions to support such instructions, and if applicable promptly issuing appropriate instructions to the Company's share registrar and depository agent to convert such Holder's shares into depository receipts or similar instruments to be deposited into such Holder's brokerage account(s). The Company acknowledges that time is of the essence with respect to its obligations under this Section 16(e), and that any unreasonable delay will cause the Holders irreparable harm and constitutes a material breach of its obligations hereunder. SECTION 17. Transfer of Rights. The rights to cause the Company to Register Registrable Securities under this Agreement may be assigned (but only with all related obligations) by a Holder to (i) another Holder of Registrable Securities who already possesses registration rights granted under this Agreement, (ii) a transferee or assignee acquiring five percent (5%) or more of the Ordinary Shares Equivalent, (iii) an affiliated limited partnership, a limited partner, or general partner or other Affiliates of a Holder, provided that (x) the Company is, within reasonable time after such transfer, furnished with written notice of the name and 34 address of such transferee or assignee and the securities with respect to which such registration rights are being assigned, (y) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and (z) such Holder shall procure that the transferee or assignee of such Holder's Registrable Securities execute a deed of adherence to this Agreement. SECTION 18. Legend; Stop Transfer Instructions. 18.1 Legend. (a) Each certificate representing shares or securities of the Company now or hereafter owned by Shareholders who are not U.S. persons (as such term is defined by Regulation S under the Securities Act) and any transferee of such shares and securities shall be endorsed with the following legend: "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BY AND BETWEEN THE HOLDER HEREOF, THE COMPANY AND CERTAIN OTHER SHAREHOLDERS OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON THEIR CONVERSION (IF APPLICABLE) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. IN ORDER TO TRANSFER OR EXERCISE ANY INTEREST IN THESE SECURITIES, THE BENEFICIAL HOLDER MUST FURNISH TO THE COMPANY EITHER (A) A WRITTEN CERTIFICATION THAT IT IS NOT A U.S. PERSON AND THE PREFERRED SHARES ARE NOT BEING CONVERTED ON BEHALF OF A U.S. PERSON OR (B) A WRITTEN OPINION OF COUNSEL TO THE EFFECT THAT THE SECURITIES DELIVERED UPON CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR THAT THE DELIVERY OF SUCH SECURITIES IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH BENEFICIAL HOLDER BY ACCEPTING AN INTEREST IN THESE SECURITIES AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES OR THE SECURITIES TO BE ISSUED UPON CONVERSION OF SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT." 35 (b) Each certificate representing shares or securities of the Company now or hereafter owned by Shareholders who are U.S. persons (as such term is defined by Regulation S under the Securities Act) (the "RESTRICTED SECURITIES") and any transferee of the Restricted Securities shall be endorsed with the following legend: "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BY AND BETWEEN THE HOLDER HEREOF, THE COMPANY AND CERTAIN OTHER SHAREHOLDERS OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON THEIR CONVERSION (IF APPLICABLE) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AMENDED (THE "SECURITIES ACT"). THESE SECURITIES ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES ACT, AND MAY ONLY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED (1) INSIDE THE UNITED STATES TO A PERSON WHOM THE HOLDER AND THE BENEFICIAL OWNER REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER ("QIB") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (2) OUTSIDE THE UNITED STATES TO A PERSON OTHER THAN A U.S. PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSION OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES. THE PURCHASER OF THESE SECURITIES, BY ITS ACCEPTANCE HEREOF, ACKNOWLEDGES THE RESTRICTIONS ON THE TRANSFER OF THESE SECURITIES SET FORTH HEREIN AND AGREES THAT IT SHALL TRANSFER THESE SECURITIES ONLY AS PROVIDED IN THE FOREGOING TRANSFER RESTRICTIONS. IF REQUESTED BY THE COMPANY OR BY ITS AGENT, THE PURCHASER AGREES TO PROVIDE THE INFORMATION NECESSARY TO DETERMINE WHETHER THE TRANSFER OF THESE SECURITIES IS PERMISSIBLE UNDER THE SECURITIES ACT." 36 In connection with any transfer of the Restricted Securities, the Shareholders and transferee of the Restricted Securities will deliver to the Company such opinions or counsel, certificates and/or other information as the Company may reasonably require in form reasonably satisfactory to the Company to confirm that the transfer complied with the foregoing transfer restrictions, as applicable. In the case of a transfer of the Restricted Securities pursuant to Rule 144A under the Securities Act, the Company shall make available to holders and transferees of such Restricted Securities a form of investor representation letter, substantially in the form attached hereto as Appendix A (the "INVESTOR REPRESENTATION LETTER"), and shall not effect in its share register any attempted transfer of such Restricted Securities in violation of the foregoing transfer restrictions or without delivery of an Investor Representation Letter duly executed by the transferee of such Restricted Securities. 18.2 Stop Transfer Instructions. The Parties hereto agree that the Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in Section 18.1 to enforce the provisions of this Agreement, and the Company agrees promptly to do so. SECTION 19. Covenants. (a) In addition to any other rights provided by law and the provisions of the Articles of Association or Memorandum of Association of the Company, the Company and the Founder shall not, and shall procure that the Company and the Operating Subsidiary shall not, without first obtaining the affirmative vote of the Majority of the Series A Shareholders and the Lead Series B Shareholder then outstanding, voting as separate classes, or a written consent of each of the Majority of the Series A Shareholders and the Lead Series B Shareholder: (i) Issue or sell any equity, equity-related or debt securities of any Group Company, other than (i) Ordinary Shares to be issued upon conversion of the Series A Preferred Shares or the Series B Preferred Shares, (ii) upon the exercise of the TB Management Warrant, and (iii) upon the exercise of options granted under stock option plans approved by the Board, provided that the number of such Ordinary Shares shall not exceed five percent (5%) of the Ordinary Shares Equivalent after giving effect to the closing of the issuance of the Series B Shares under the Series B Purchase Agreement; (ii) Redeem, acquire or otherwise purchase any Ordinary Shares or any preferred stock or any other securities of the Company, or any equity or securities of other Group Companies, other than any such securities from an employee or consultant of the Company upon termination of such person's employment or consulting arrangement, as the case may be, with the Company or in connection with a corporate reorganization within the Group (as approved by the Board (including the approval of each of the Series A Nominee and the Series B Nominee); (iii) Make any acquisitions, merger or consolidation, enter into a joint venture arrangement or incorporate any subsidiary in excess of US$3 million in aggregate, unless such action and the terms thereof have been approved by the 37 Board (including the approval of each of the Series A Nominee and the Series B Nominee); provided, however, that the foregoing provision shall not apply in the event that the Company or any Subsidiary forms a joint venture enterprise outside the PRC with an aggregate investment amount of less than US$5 million; (iv) Acquire any shares, securities or interests in any Person other than an Affiliate of the Company in excess of US$ 3 million in aggregate, including any joint venture entities in which the Company or its Affiliates hold an equity interest, in excess of US$ 3 million in aggregate, unless such action and the terms thereof have been approved by the Board (including the approval of each of the Series A Nominee and the Series B Nominee); (v) Sell, lease, dispose of or otherwise transfer all or substantially all of the assets of any Group Company; (vi) Incur any indebtedness or assume any financial obligation or issue, assume, guarantee or create any liability for borrowed money from any Person other than an Affiliate of the Company in excess of US$3 million in aggregate at any time outstanding unless such liability is incurred (A) pursuant to a budget or business plan approved by (x) the Board and (y) the Majority of the Series A Shareholders and the Lead Series B Shareholder, voting as two separate classes (the "BUDGET" or the "BUSINESS PLAN", as applicable), or (B) otherwise approved by the Board (including the approval of each of the Series A Nominee and the Series B Nominee); (vii) Extend any loan to, or guarantee any indebtedness or financial obligations of, any Person other than an Affiliate of the Company, including any joint venture entities in which the Company or its Affiliates hold an equity interest unless pursuant to a Budget or Business Plan or otherwise approved by the Board (including the approval of each of the Series A Nominee and the Series B Nominee); (viii) Approve or make any capital expenditure in excess of US$3 million of any Group Company unless such capital expenditure is made pursuant to a Budget or Business plan or otherwise approved by the Board (including the approval of each of the Series A Nominee and the Series B Nominee); (ix) Enter into any transaction with the Founder or any of their respective Affiliates in excess of US$1 million in aggregate, unless in connection with an employment or consulting arrangement with a Group Company approved by the Compensation Committee of the Board (including the approval of each of the Series A Nominee and the Series B Nominee); (x) Enter into any transaction with any other Group Company or any of their respective Affiliates in excess of US$3 million in aggregate, except for 38 any purchase of silicon raw materials by the Operating Subsidiary from any of its Affiliates or any purchase or supply of PV products among the Operating Subsidiary and its non-PRC Subsidiaries; provided, however, that (i) the Company shall certify in writing to the Lead Series B Shareholder within one (1) month after such transaction that such transaction is on an arm length basis and in the ordinary course of business, and (ii) to the extent applicable, the establishment of such non-PRC Subsidiaries shall be approved by each of the Preferred Shareholder Nominees in writing. (xi) Approve annual budgets and business plans; (xii) Appoint, terminate or change the terms of employment (including an increase in compensation in a twelve-month period by more than ten percent (10%) in the aggregate compared to the immediately preceding twelve-month period) with respect to the ten (10) most highly compensated employees of the Company; (xiii) Amend, repeal or modify the Memorandum or Articles of Association of the Company, any equivalent articles of association, joint venture contract or any by-laws, or other constitutional documents of any Group Company; (xiv) Declare or pay any dividends or any other distributions to any of the Shareholders; (xv) Make any material change in the accounting methods or policies or appoint, remove or change the independent public accountants other than as required by applicable law, regulations or accounting standards; (xvi) Dissolve, liquidate, wind up, recapitalize, reorganize or commence any bankruptcy proceedings with respect to any Group Company; (xvii) Change the principal business activities of the Company or the Operating Subsidiary's registered capital other than through a Transfer to an Affiliate of the Company or the Operating Subsidiary; (xviii) Effect a recapitalization, reclassification or reorganization of its shares or the or registered capital of any Group Company, unless approved by the Board (including the approval of each of the Series A Nominee and the Series B Nominee); and (xix) Issue or grant any securities to the chief executive officer, the chief financial officer, the chief operating officer and the chief technology officer of the Company and any person who is not an employee of a Group Company, unless such issuance and grant to such person has been approved by the Board (including the approval of each of the Series A Nominee and the Series B Nominee). 39 (b) Restrictions on Transfer. Unless otherwise provided in this Agreement, the Company and the Founder undertake to the Preferred Shareholders that they will not transfer, alienate or dispose of any share capital of the Company and the Operating Subsidiary held by them (as applicable) or otherwise create any encumbrance on any share capital of the Company and the Operating Subsidiary held by them (as applicable) without the written consent of each of (i) the Majority of the Series A Shareholders and (ii) the Lead Series B Shareholder. (c) Availability of Ordinary Shares. The Company hereby covenants that at all times there shall be made available, free of any liens, for issuance and delivery upon conversion of the Shares such number of Ordinary Shares or other shares in the share capital of the Company as are from time to time issuable upon conversion of the Preferred Shares, from time to time, and will take all steps necessary to increase its authorized share capital to provide for sufficient number of Ordinary Shares issuable upon conversion of the Preferred Shares. (d) Taxes. The Company and each Subsidiary shall pay, as soon as reasonably practicable, all lawful taxes imposed on the income, profits, property or business thereof when due and payable. The Company will reasonably cooperate and will cause the Subsidiaries to reasonably cooperate with the Investors to assist the Investors in compliance with any applicable tax Laws in the respective home country of the Investors. (e) Incorporation of Certain Provisions from the Articles of Association. The following provisions of the Articles of Association are hereby incorporated by reference into this Agreement and shall be enforceable as if such provisions were part of this Agreement: (i) Article 53 (Indemnification and Exculpation of Directors and Officers; and (ii) Clauses (D) (Liquidation Rights), (E) (Conversion Rights) and (F) (Redemption) of Schedule I. Notwithstanding anything to the contrary in this Agreement, (i) any amendment or waiver of any of the foregoing provisions of the Articles of Association may be effected in accordance with the terms of the Articles of Association and applicable law without regard to any terms of this Agreement (including without limitation Section 21.6 hereof), (ii) no amendment or waiver of any provision of the Articles of Association shall result in an amendment or waiver of any provision of this Agreement (except that in the case of an amendment or waiver of any of the foregoing provisions of the Articles of Association, such provisions (as amended or waived) shall automatically be incorporated by reference herein as so amended or waived without the necessity of any further action or approval of the parties to this Agreement) and (iii) no amendment or waiver of any provision of this Agreement (including without limitation this Section 19(e)) shall be deemed to effect an amendment or waiver of any provision of the Articles of Association. (f) Payment of Taxes. Within thirty (30) days after the consummation of the Capital Increase, the Warrantors shall procure the Operating Subsidiary to pay in full any and all amounts of the unpaid taxes and overdue social welfare funds as set forth in Section 2.10 of the Disclosure Schedules of the Series B Purchase Agreement. (g) FOTIC. Within thirty (30) days after the Closing, the Warrantors shall procure the Operating Subsidiary to enter into an amendment to the agreement between the Operating Subsidiary and China Foreign Economic and Trade Trust & Investment Co., Ltd., as set forth in Section 2.04 of the of the Disclosure Schedules of the Series B Purchase Agreement to the reasonable satisfaction of the Lead Series B Shareholder. 40 SECTION 20. Conflict with Charter Documents. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Company's Articles or Memorandum of Association or other constitutional documents, the parties shall, notwithstanding the conflict or inconsistency, act so as to effect the intent of this Agreement to the extent possible under the circumstances and shall promptly take all reasonable steps to amend the conflicting constitutional documents to conform to this Agreement to the extent possible. SECTION 21. Miscellaneous. 21.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of New York, without regard to principles of conflicts of law. 21.2 Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, or any breach of this Agreement, shall be initiated, maintained and finally determined by binding arbitration under the rules of conciliation and arbitration of the International Chamber of Commerce (the "ICC"); and the site of the arbitration, unless the parties agree otherwise, shall be in Hong Kong. The arbitral tribunal shall be appointed within thirty (30) days of the notice of dispute, and shall consist of three arbitrators, one of which shall be appointed by the Preferred Shareholders and one by the Company and the third by the Preferred Shareholders and the Company jointly; provided, however, that if the Preferred Shareholders and the Company shall be unable to select the third arbitrator within such thirty (30)-day period, such third arbitrator shall be chosen by the International Court of Arbitration of the ICC. Judgment upon any award rendered may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Any award pursuant to such proceeding shall be granted in U.S. Dollars. The fees and costs of the arbitration shall be shared equally by all disputing parties. The arbitrators shall award legal fees, disbursements and other expenses to the prevailing party for such amounts as determined by the arbitrators to be appropriate. 21.3 Counterparts and Facsimile Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart or other signature delivered by facsimile shall be deemed for all purposes as being a good and valid execution and delivery of this Agreement by that party. 21.4 Headings. The headings of the Sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement. 21.5 Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (i) when hand delivered to the other party; (ii) when received when sent by facsimile at the number set forth below (or hereafter amended by subsequent notice to the parties hereto), with printed confirmation sheet verifying successful transmission of the facsimile; (iii) ten (10) Business Days after deposit in the mail as certified mail, postage prepaid and addressed to the other party as set forth below; or (iv) five (5) Business Days after deposit with an overnight delivery service, postage prepaid, addressed to the 41 parties as set forth below, provided that the sending party receives a confirmation of delivery from the delivery service provider. (a) If to the Series A Preferred Shareholder, to: Inspiration Partners Limited AZIA Center, Unit 2701B 1233 Lujiazui Ring Road Shanghai, People's Republic of China 200120 Facsimile No.: +86 21 58767238 Attn: Shujun Li and Donglei Zhou (b) If to the Series B Preferred Shareholders, to their respective addresses set forth below their names in Schedule I attached hereto. (c) If to the Founder or the Company, to: Yingli Green Energy Holding Company Ltd. No. 3055 Middle Fuxing Road Baoding, People's Republic of China Facsimile No.: +86 312 2151 881 Attn: Conghui Liu Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 21.5 by giving the other parties written notice of the new address in the manner set forth above. 21.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company, the Founder and Holders (other than the Founder) of at least a majority of the Registrable Securities then outstanding held by such Holders (other than the Founder). Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Holder of any Registrable Securities then outstanding, each future Holder of all such Registrable Securities, and the Company. 21.7 Severability. In case any provision of this Agreement shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 21.8 Entire Agreement; Successors and Assigns. Except as specifically referenced in this Agreement, this Agreement, together with any Exhibits to this Agreement, constitute the entire contract among the Parties with respect to the subject matter of this Agreement. Any prior or contemporaneous agreement, discussion, understanding, or correspondence among the parties (including any prior representations or warranties given by the 42 Parties) regarding the purchase of shares of the Company, including the Series A Shareholders Agreement and the Prior Series B Shareholders Agreement, is superseded by this Agreement. Subject to the exceptions specifically set forth in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective executors, administrators, heirs, successors, and assigns of the Parties to this Agreement. 21.9 Assignability. Subject to Section 18, the rights and obligation under this Agreement shall not be assignable by any party without the prior written consent of all the other Parties, except that the assignment by the Preferred Shareholders of their rights and obligations hereunder to their respective Affiliates provided that any such Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained herein. 21.10 Effectiveness. This Agreement shall be effective upon the Closing (as defined in the Series B Purchase Agreement) until termination thereof pursuant to Section 21.11 hereof. 21.11 Termination. The provisions of this Agreement, except for Sections 1, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 20 and 21 and other provisions that by their express terms survive termination, shall cease to have effect immediately upon a Qualified IPO and no parties shall have any rights or obligations under these provisions (save as excepted above) save for any obligations arising in connection prior to the Qualified IPO. 21.12 Director and Officer Insurance. If the Series B Nominee continues to be a director of the Company following a Qualified IPO, the Company shall obtain on commercially reasonable terms and maintain a director and officer insurance policy or policies with an internationally reputable insurance company and the coverage, term and policy limits of such insurance policy or policies shall be reasonably satisfactory to the Series B Nominee. [Remainder of this page intentionally left blank] 43 IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be duly executed by its respective authorized officers: YINGLI GREEN ENERGY HOLDING COMPANY LIMITED By: /s/ Liansheng Miao ------------------------------------ Name: Liansheng Miao Title: Chairman and Chief Executive Officer YINGLI POWER HOLDING COMPANY LTD. By: /s/ Liansheng Miao ------------------------------------ Name: Liansheng Miao Title: Director /s/ Liansheng Miao ------------------------------------ Liansheng Miao SERIES A SHAREHOLDER: INSPIRATION PARTNERS LIMITED By: /s/ Shujun Li ------------------------------------ Name: Shujun Li Title: Director SERIES B SHAREHOLDERS: BAYTREE INVESTMENTS (MAURITIUS) PTE LTD. By: /s/ Jeffrey Chua ------------------------------------ Name: Jeffrey Chua Title: Director CREATION WAY ASSET MANAGEMENT LTD. By: /s/ Wenqi Liu ------------------------------------ Name: Wenqi Liu Title: Director INCEI, S.A. By: /s/ Mao Ching Fu Lee ------------------------------------ Name: Mao Ching Fu Lee Title: Chairman J.P. MORGAN SECURITIES LTD. By: /s/ Paul M. Lauritano ------------------------------------ Name: Paul M. Lauritano Title: Managing Director For and on behalf of J.P. Morgan Securities (Asia Pacific) Limited as agent for J.P. Morgan Securities Ltd. BENCHMARK EUROPE II, L.P. as nominee for Benchmark Europe II, L.P. Benchmark Europe Founders' Fund II, L.P. and related individuals By: Benchmark Management (UK) LLP its manager By: /s/ John Mesrie ------------------------------------ Member TB HOLDINGS LTD. By: /s/ Shujun Li ------------------------------------ Name: Shujun Li Title: Director NEW HORIZON KEENSOLAR INVESTMENT CO., LTD. By: /s/ Jianming Yu ------------------------------------ Name: Jianming Yu Title: Managing Partner POPE INVESTMENTS LLC By: /s/ William P. Wells ------------------------------------ Name: William P. Wells Title: President DBS NOMINEES (PRIVATE) LIMITED By: /s/ Melvin Teo Tzai Win ------------------------------------ Name: Melvin Teo Tzai Win Title: Managing Director KWR INTERNATIONAL LTD. By: /s/ Mingyu Shen ------------------------------------ Name: Mingyu Shen Title: Director MODERN PEAKVIEW LIMITED By: /s/ Wei Cao ------------------------------------ Name: Wei Cao Title: Authorized Signatory DAEDALUS HOLDINGS, L.L.C. By: Farallon Capital Management, L.L.C., its manager By: /s/ William F. Duhamel ------------------------------------ Name: William F. Duhamel Title: Managing Member PCM DIRECT CAPITAL FUND By: /s/ Huimin Wu ------------------------------------ Name: Huimin Wu Title: Director THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK By: /s/ NP Narvekar ------------------------------------ Name: NP Narvekar Title: President and CEO, Columbia Investment Management Co., LLC SCHEDULE I LIST OF THE SERIES B SHAREHOLDERS

INVESTORS ADDRESS --------- ------- Baytree Investments (Mauritius) Pte 60B Orchard Road, Ltd. #06-18 Tower 2, The Atrium@Orchard, Singapore 238891 Fax No.: +65 6821 1173 Attention: Jeffrey Chua, George Chuang and Sean Lu Creation Way Asset Management Ltd. Portcullis Trustnet Chambers Road Town, Tortola, British Virgin Island Fax No.: 021-6419 4108 Attention: Wenqi Liu INCEI, S.A. Plaza Ramon y Cajal, 1-bajo 31008 Pamplona Navarra, Spain Fax No.: _________________________________ Attention: _______________________________ J.P. Morgan Securities Ltd. 125 London Wall, London, EC2Y 5AJ United Kingdom Attention: c/o Moncef M Heddad 26/F Chater House 8 Connaught Road Central, Hong Kong Fax No.: +852 2800 4613 Benchmark Europe II., L.P. 20 Balderton Street, London W1K 6TL United as nominee for Kingdom Benchmark Europe II, L.P. Fax No: +44(0)20 7016 6810 Benchmark Europe Founders' Fund II, Attention: Jerome Misso / John Mesrie L.P. and related individuals TB Holdings Ltd. AZIA Center, Unit 2701B,1233 Lujiazui Ring Road Shanghai P.R.China 200120 Fax No.: +86 21 5876 7238 Attention: Shujun Li and Donglei Zhou The Trustees of Columbia University 405 Lexington Ave. 63rd floor in the City of New York New York, NY 10174 Fax No.: _________________________________ Attention: _______________________________

New Horizon Keensolar Investment Jin Bao Tower 1204, 89 Jin Bao Street, Co., Ltd Dongcheng District, Beijing China 100005 Fax No.: +86 10-8522-1231 Attention: Kawada Hanae Pope Investments LLC 5100 Poplar Avenue, Suite 805 Memphis, TN 38137 USA Fax No.: +1-901-763-4229 Attention: William P. Wells, President Daedalus Holdings, L.L.C. c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325 San Francisco, CA 94111 Fax: (415) 421-2133 Attn: Chun Ding Copy to: Erik Chu PCM Direct Capital Fund c/o Prime Capital Management Company Limited Unit 2506, Low Block, Grand Millennium Plaza, 181 Queen's Road Central, Hong Kong Fax Number: 852-3523-1000 Attention: Director DBS Nominees (Private) Limited 6 Shenton Way, DBS Building Tower 1, #30-01, Singapore 068809 Fax No.: (65) 6220-7487 Attention: Melvin Teo Tzai Win, Managing Director KWR International Ltd. P.O. Box 1239, Offshore Incorporations Centre, Victoria, Mahe Seychelles. Fax No.: +021-5080-5861 Attention: Mingyu Shen Modern Peakview Limited Palm Grove House, P.O. Box 438 Road Town, Tortola British Virgin Islands Fax No.: +86-21-6859-8768 Attention: Wei Cao APPENDIX A FORM OF INVESTOR REPRESENTATION LETTER [Date] [Yingli Green Energy Holding Company Ltd. No. 3055 Middle Fuxing Road Baoding, People's Republic of China Facsimile No.: +86 312 2151 881 Attn: Conghui Liu] (If applicable) [Share Transfer Agent] [Address] [Facsimile Number] [Attention] YINGLI GREEN ENERGY HOLDING COMPANY LTD. SERIES B PREFERRED SHARES Dear Sirs, Reference is made to the Series B preferred shares (the "Shares") of Yingli Green Energy Holding Company Ltd. (the "Company"), par value US$0.01 per share, issued pursuant to that certain Amended and Restated Series B Preferred Share Purchase Agreement, dated December 15, 2006 (the "PURCHASE AGREEMENT"), by and among the Company, Yingli Power Holding Company Ltd., Liansheng Miao and the investors listed on Schedule I attached thereto. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement. This letter is being delivered to request a transfer of Shares to the undersigned (the "TRANSFEREE"). Upon transfer, the share certificates representing the Shares that have been transferred to the Transferee shall be registered in the name of the new owner as follows: Name: ___________________________________________________ [If applicable, add: as nominee for the transferee] Address: ________________________________________________ Taxpayer ID Number: _____________________________________ The undersigned represents and warrants to you that: A. the Transferee or an investment advisor acting on its behalf has received and reviewed information as it deems necessary in order to make its investment decision; B. that the Transferee understands that any subsequent transfer of the Shares and securities issuable upon the conversion of the Shares (the "CONVERSION SHARES") is subject to certain restrictions and conditions set forth in the Purchase Agreement and the Shareholders Agreement and that it agrees to be bound by, and not to resell, pledge or otherwise transfer the Shares or the Conversion Shares except in compliance with such restrictions and conditions and the Securities Act; C. that the Transferee is a qualified institutional buyer (a "QIB") as defined in Rule 144A of the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT"), purchasing the Shares for its own account or for the account of one or more QIBs; D. that the Transferee is aware, and each beneficial owner of the Shares has been advised, that any sale to it is being made in reliance on an exemption from the registration requirements of the Securities Act; E. that no Shares or Conversion Shares have been registered under the Securities Act or any applicable U.S. state securities laws, that the Shares and the Conversion Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and that no Shares or Conversion Shares may be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S of the Securities Act) except as set forth below; F. if in the future the Transferee decides to resell, pledge or otherwise transfer the Shares or the Conversion Shares or any beneficial interests therein, it will do so, only (a) inside the United States to a person whom the Transferee reasonably believes is a QIB pursuant to an exemption from registration under the Securities Act, (b) outside the United States to a person other than a U.S. person in compliance with Regulation S of the Securities Act, (c) pursuant to another exemption from registration under the Securities Act (if available) or (d) pursuant to an effective registration statement under the Securities Act, in each case, in accordance with the Securities Act and applicable laws of the states, territories and possession of the Untied States governing the offer and sale of securities; G. the Transferee will, and will require each subsequent holder of Shares or Conversion Shares to, notify any purchaser of an interest in a Note or Conversion Shares of the resale restrictions referred to in paragraphs (E) and (F) above, if then applicable; H. that the Transferee is a sophisticated investor that, in the normal course of its business, invests in or purchases securities similar to the Shares and the Conversion Shares and has knowledge and experience in investment matters; I. that the Transferee and each account for which it is acting has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Shares and the Conversion Shares, and it and any accounts for which it is acting are each able to bear the economic risk of its or any such accounts' investment for an indefinite period of time; J. that the Transferee is acquiring the Shares purchased by it for its own account or for one or more accounts (each of which is a QIB) as to each of which it exercises sole investment discretion and has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account, and not with a view to any resale, distribution or other disposition of the Shares, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; K. that the Transferee acknowledges that (a) none of the Company, any of its affiliates or any person acting on their behalf has made any representation to it, express or implied, with respect to the Company, its business or financial condition, the Shares or the Conversion Shares, (b) it conducted and relied on its own investigation with respect to making an investment in the Shares; (c) it received all information that it believes is necessary or appropriate in connection with making an investment in the Shares; L. that, on each day from the date on which it acquires the Shares through and including the date on which it disposes of its interests in such U.S. Securities, either that (a) the Transferee is not an "employee benefit plan" as defined in Section 3(3) of ERISA subject to Title I of ERISA, a "plan" (defined in Section 4975(e)(1) of the Code subject to Section 4975 of the Code (including without limitation, an individual retirement account), an entity whose underlying assets include the assets of any such employee benefit plan or plan, or a governmental or church plan which is subject to any federal, state or local law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (b) the Transferee's purchase, holding and disposition of such U.S. Securities (including, if applicable, the receipt of any Guaranty or Entitlement) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental or church plan, any substantially similar federal, state or local law) unless an exemption is available with respect to such transactions and all the conditions of such exemption have been satisfied; M. that the Transferee acknowledges that the Company and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements, and it agrees that if any of such acknowledgements, representations or agreements made by it are no longer accurate, it shall promptly notify the Company; N. that the Transferee acknowledges that it assumes all economic risk of loss that may occur as a result of changes in the prices of the Shares and the Conversion Shares in accordance with the terms of the Shares, and that it will not look directly or indirectly on the Company or its affiliates to indemnify it for such loss, and that it expressly holds the Company and its affiliates harmless in respect of any such loss; and O. that the Transferee is not a member of the public in the Cayman Islands. The Transferee understands that the Company, the Share Transfer Agent (if any) and any of their affiliates will rely upon the truth and accuracy of the foregoing covenants, representations and certifications and agrees that if any of the covenants, representations and certifications deemed to have been made by it by its purchase of the Shares is no longer accurate, it shall promptly notify the Company and the Share Transfer Agent (if any). ---------------------------------------- [Name of Transferee] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Date: ---------------------------------- EX-4.12 14 h00847exv4w12.txt EX-4.12 WARRANT SIDE LETTER EXHIBIT 4.12 WARRANT SIDE LETTER BAYTREE INVESTMENTS (MAURITIUS) PTE LTD. December 20, 2006 To: Yingli Green Energy Holding Company Limited Mr. Liansheng Miao Yingli Power Holding Company Ltd. Address: No. 3055 Middle Fuxing Road Baoding, People's Republic of China Facsimile No.: +86 312 2151 881 Attn: Conghui Liu Ladies and Gentlemen: Reference is made to the Amended Series B Preferred Share Purchase Agreement, dated December 15, 2006, as amended and restated from time to time (the "Purchase Agreement"), by and between the Investors, the Company, the Holdco and the Founder. Capitalized terms used but not defined herein shall have the meaning set forth in the Purchase Agreement. Immediately after but in no event later than one Business Day following the Closing, the Company shall grant a warrant to purchase its Ordinary Shares in the form attached hereto as Appendix A (the "Warrant") to each Investor other than an Advance Payment Investor (the "Warrantholder") on the terms and conditions set forth below: (a) Number of Warrant Shares: The Company shall grant to each Warrantholder such number of Warrants that the sum of the number of Ordinary Shares that may be purchased by such Warrantholder under the Purchase Agreement and the number of Ordinary Shares into which the Warrant is exercisable (the "Warrant Shares") shall equal in value to a percentage of the equity interest in Tianwei Yingli as if the Shareholder Loan were fully converted into the Company's equity interest in Tianwei Yingli and the amount of the Capital Increase had included the full amount of the Shareholder Loan. The aggregate number of the Warrant Shares shall be calculated as follows: Total number of the Warrant Shares to be issued = (Total Share Capital * Indifference Stake of the Shareholder Loan - Released Shares) / (1 - Indifference Stake of the Shareholder Loan), where: (i) Total Share Capital = The total number of shares of the Company outstanding following the issuance of the Series B Preferred Shares pursuant to the Purchase Agreement + the total number of Ordinary Shares issuable pursuant to the TB Warrant (as defined in Section 2.04 of the Disclosure Schedule) + the total number of Ordinary Shares issued to or issuable pursuant to the exercise of stock options reserved for officers, directors, and employees of, and consultants to, the Company and the Subsidiaries (excluding those Ordinary Shares and stock options that constitute New Securities (as defined in the Shareholders Agreement)); (ii) Released Shares = The total number of Shares issued pursuant to the Purchase Agreement - (the total number of Shares held in escrow in the Escrow Account and the total number of Shares issued to the Advance Payment Investors); and (ii) Indifference Stake of the Shareholder Loan = The effective equity interest in Tianwei Yingli represented by the Shareholder Loan / 62.13%. The Warrant Shares allocated to each Warrant issued to each Warrantholder shall be proportionate to such Warrantholder's contribution to the aggregate Released Amount. Illustration: Assuming (A) the total amount of the Series B investment is US$118 million, (B) the price per Series B Preferred Shares is US$4.835, and (C) the principal amount of the Shareholder Loan is US$78.4 million (consisting of US$36 million from Baytree and US$42.4 million from other Series B Investors), then: - The Total Share Capital would be 96,359,324 shares, which includes 16,215,098 Released Shares consisting of 7,445,708 Released Shares issued to Baytree and 8,769,390 Released Shares issued to other Series B Investors; - The effective equity interest in Tianwei Yingli represented by the Shareholder Loan would be US$78.4 million divided by US$678 million, or approximately 11.56342%; - The Indifference Stake of the Shareholder Loan would be 11.56342% divided by 62.13%, or approximately 18.6117%; and - The total Warrant Shares would be (96,359,324 * 18.6117% - 16,215,098) / (1 - 18.6117%), or approximately 2,112,057 shares, and the Warrant Shares allocated to the Warrant issued to Baytree shall be proportionate to its contribution to the aggregate Released Amount. (b) Exercise Price. The exercise price shall be US$0.01 per Warrant Share. (c) Exercise Period. Each Warrant shall be exercisable, in whole but not in part, (i) at any time after March 31, 2007 or such later date on which the 2 Lead Series B Shareholder reasonably believes, as indicated in a prior written notice to the Company and all of the Warrantholders, that the full conversion of the Shareholder Loan into an equity interest in Tianwei Yingli will not be consummated within one calendar month thereafter and (ii) prior to the earlier of (x) the closing of the Company's Qualified IPO and (y) the conversion of the full amount of the principal and accrued interest of the Shareholder Loan into Tianwei Yingli's registered capital in accordance with the Joint Venture Contract, as evidenced by a capital verification report issued by a PRC certified public accountant and an updated business license of Tianwei Yingli to such effect (the "Full Conversion"). The period during which the Warrant shall be exercisable pursuant to the provisions of this Section 1.6(c) shall hereinafter be referred to as the "Exercise Period". (d) Conditionality. Notwithstanding anything herein to the contrary: (i) in the event of the Full Conversion which occurs prior to the Company's Qualified IPO, any and all outstanding Warrants shall be cancelled, forfeited or terminated and any and all Warrant Shares issued to the Warrantholders following the exercise of any Warrants shall be returned to the Company for US$0.01 per Warrant Share for cancellation, and the Company shall cancel such Warrant Shares, in each case immediately upon the Full Conversion, and (ii) in the event of the Full Conversion which occurs subsequent to the Company's Qualified IPO, each Warrantholder shall either (x) return to the Company any and all Warrant Shares issued to such Warrantholder following the exercise of any Warrant for US$0.01 per Warrant Share for cancellation, and the Company shall cancel such Warrant Shares, in each case immediately upon the Full Conversion or (y) pay to the Company a sum certain the amount of which shall be determined by mutual agreement between the Company and such Warrantholder as soon as reasonably practicable following the Full Conversion. For the avoidance of doubt, notwithstanding anything herein to the contrary, no Warrants shall be granted if the Full Conversion occurs prior to the Closing. (e) Registration of the Shareholder Loan. The Company shall, and each Warrantor shall procure the Company to register the Shareholder Loan with the Baoding Branch of the State Administration of Foreign Exchange in accordance with applicable Laws as promptly as practicable, but in no event later than ten Business Days following the Closing. Promptly following the repayment or conversion of the Shareholder Loan, the Company shall, and Warrantor shall procure the Company to deregister the Shareholder Loan with the Baoding Branch of the State Administration of Foreign Exchange in accordance with applicable Laws as promptly as practicable, but in no event later than ten Business Days following such repayment or conversion. This Side Letter Agreement may not be amended or waived except by an instrument in writing signed by the parties hereto. This Side Letter Agreement shall 3 not diminish or modify any rights of the Investors arising out of the Purchase Agreement and the Shareholders Agreement. This Side Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, and may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Any controversy or claim arising out of or relating to this Side Letter Agreement shall be resolved in accordance with Section 10.10(b) of the Purchase Agreement. Delivery of an executed signature page of this Side Letter Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Side Letter Agreement and its contents are subject to the confidentiality provisions of the Purchase Agreement. [Signature pages follow] 4 Please confirm that the foregoing is our mutual understanding by signing and returning to us an executed counterpart of this Side Letter Agreement. Very truly yours, BAYTREE INVESTMENTS (MAURITIUS) PTE LTD. By: /s/ Jeffrey Chua ------------------------------------ Name: Jeffrey Chua Title: Director ACCEPTED AND AGREED TO: YINGLI GREEN ENERGY HOLDING COMPANY LIMITED By: /s/ Liansheng Miao ------------------------------------ Name: Liansheng Miao Title: Chairman and Chief Executive Officer EX-4.13 15 h00847exv4w13.txt EX-4.13 FORM OF ORDINARY SHARES PURCHASE WARRANT EXHIBIT 4.13 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, THE WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ***************************************** YINGLI GREEN ENERGY HOLDING COMPANY LIMITED ORDINARY SHARES PURCHASE WARRANT ***************************************** Warrant No. _________ Issue Date: December [20], 2006 This certifies that, for good and valuable consideration, Yingli Green Energy Holding Company Limited, a Cayman Islands exempted company (the "Company"), grants to ____ the right to subscribe for and purchase from the Company the number of validly issued, fully paid and nonassessable shares (the "Warrant Shares") of the Company's Ordinary Shares, US$0.01 par value (the "Ordinary Shares") specified in Section 1.1 hereof, at the purchase price per share (the "Exercise Price") determined as set forth in Section 1.3 hereof, as may be adjusted in accordance with the terms hereof, exercisable at any time and from time to time during the Exercise Period, as defined in Section 1.6 hereof, all subject to the terms, conditions and adjustments herein set forth. See Section 8 for definitions of certain terms used herein. 1. WARRANT TERMS GENERALLY. 1.1 NUMBER OF WARRANT SHARES. Subject to Section 1.6 below, this Warrant shall enable the Warrantholder to purchase __________ Ordinary Shares, as such number may be adjusted pursuant to the terms hereof. 1.2 CASH EXERCISE OF WARRANT. Subject to Section 1.6, this Warrant may be exercised by the Warrantholder by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period and (ii) the delivery of payment to the Company, for the account of the Company, (A) by wire transfer of immediately available funds to a bank account specified by the Company, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in United States Dollars, (B) by forgiveness or the offsetting of an amount of accounts receivable from the Company to the Warrantholder equal to the Exercise Price for the number of Warrant Shares specified in the Exercise Form in United States Dollars or (C) by any combination of the foregoing. Subject to Section 1.6, the Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Subject to Section 1.6, a stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten (10) days thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Ordinary Shares prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares. 1.3 EXERCISE PRICE. The Exercise Price shall be US$0.01 per Warrant Share, as such price may be adjusted from time to time pursuant to Section 6 hereof. 1.4 PAYMENT OF TAXES. The issuance of certificates for Warrant Shares shall be made without charge to the Warrantholder for any stock transfer or other issuance tax in respect thereto. 1.5 INFORMATION. Upon receipt of a written request from a Warrantholder, the Company agrees to deliver promptly to such Warrantholder a copy of its current financial statements and to provide such other information concerning the Company as such Warrantholder may reasonably request in order to assist the Warrantholder in evaluating the merits and risks of exercising the Warrant and to make an informed investment decision in connection with such exercise. -2- 1.6 EXERCISE PERIOD. This Warrant shall be exercisable, in whole but not in part, at any time after March 31, 2007 or such later date on which the Lead Series B Shareholder (as defined in the Amended and Restated Series B Preferred Share Purchase Agreement, dated as of December 15, 2006, by and among the Company, Yingli Power Holding Company Ltd., Liansheng Miao and the investors listed on Schedule I attached thereto (the "SERIES B PURCHASE AGREEMENT") reasonably believes, as indicated in a prior written notice to the Company and the Warrantholders, that the full conversion of the Shareholder Loan (as defined in the Series B Purchase Agreement) into an equity interest in Tianwei Yingli will not be consummated within one calendar month thereafter, and prior to the earlier of (i) the closing of the Company's Qualified IPO (as defined in the Series B Purchase Agreement) and (ii) the conversion of the full amount of the principal and accrued interest of the Shareholder Loan (as defined in the Series B Purchase Agreement) into the registered capital of Tianwei Yingli (as defined in the Series B Purchase Agreement) in accordance with the Joint Venture Contract (as defined in the Series B Purchase Agreement), as evidenced by a capital verification report issued by a PRC certified public accountant and an updated business license of Tianwei Yingli to such effect (the "FULL CONVERSION"). The period during which the Warrant shall be exercisable pursuant to the provisions of this Section 1.6 shall hereinafter be referred to as the "Exercise Period". 2. RESTRICTIONS ON TRANSFER; RESTRICTIVE LEGENDS. 2.1 RESTRICTIONS ON TRANSFER; COMPLIANCE WITH SECURITIES LAWS. (a) This Warrant and the Warrant Shares issued upon the exercise of the Warrant are not assignable or transferable except this Warrant (and all rights hereunder) and the Warrant Shares issued upon the exercise of the Warrant may be assigned or transferred, in whole or in part, to an Affiliate of the Warrantholder, which shall thereafter be deemed to be the Warrantholder for all purposes herein, provided, however, the Warrant Shares issued upon the exercise of the Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and transferee. (b) The Warrantholder, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Warrantholder's own account and not as a nominee for any other party, and for investment, and that the Warrantholder will not offer, sell or otherwise dispose of any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any state securities laws. Upon exercise of this Warrant, the Warrantholder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Warrantholder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. The Warrantholder represents and warrants to the Company that the Warrantholder is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the 1933 Act. The Warrantholder understands that the Warrant and any Warrant Shares acquired upon exercise of this Warrant are being offered and sold to the Warrantholder in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Warrantholder's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Warrantholder set forth herein in order to -3- determine the availability of such exemptions and the eligibility of the Warrantholder to initially acquire the Warrant Shares. 2.2 RESTRICTIVE LEGENDS. This Warrant shall (and each Warrant issued in substitution for this Warrant issued pursuant to Section 4 shall) be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, THE WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Except as otherwise permitted by this Section 2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, THE SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Notwithstanding the foregoing, the Warrantholder may require the Company to issue a stock certificate for Warrant Shares without a legend if (i) such Warrant Shares, as the case may be, have been registered for resale under the Securities Act or sold pursuant to Rule 144 under the Securities Act (or a successor rule thereto) or (ii) the Warrantholder has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required with respect to such Warrant Shares. If either condition in the foregoing sentence has been satisfied, the Company shall, without expense (except for the payment of any applicable transfer tax) and as expeditiously as possible, issue a new stock certificate not bearing such legend. -4- 2.3 REGISTRATION. The Warrant Shares shall be deemed to constitute "Registrable Securities" defined in the Second Amended and Restated Shareholders Agreement, dated as of December 15, 2006 (the "Shareholders Agreement"), among the Company, Yingli Power Holding Company Ltd., Mr. Liansheng Miao and the investors listed on Schedule I attached thereto. The Warrantholder shall be entitled to all registration rights contained in the Shareholders Agreement in respect of the Warrant Shares. 2.4 SPLIT-UP, COMBINATION AND EXCHANGE OF WARRANTS. This Warrant may be split up, combined or exchanged for another Warrant or Warrants containing the same terms to purchase a like aggregate number of Warrant Shares. If the Warrantholder desires to split up, combine or exchange this Warrant, the Warrantholder shall make such request in writing delivered to the Company and shall surrender to the Company this Warrant and any other Warrants to be so split-up, combined or exchanged. Upon any such surrender for a split-up, combination or exchange, the Company shall execute and deliver to the person entitled thereto a Warrant or Warrants, as the case may be, as so requested. The Company shall not be required to effect any split-up, combination or exchange which will result in the issuance of a Warrant entitling the Warrantholder to purchase upon exercise a fraction of an Ordinary Share or a fractional Warrant. The Company may require such Warrantholder to pay a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any split-up, combination or exchange of Warrants. 3. RESERVATION OF SHARES The Company covenants and agrees that all Warrant Shares which are issuable upon the exercise of this Warrant will, upon issuance, be validly issued, fully paid and nonassessable and free from all taxes, liens, security interests, charges and other encumbrances with respect to the issue thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue. The Company further covenants and agrees that, during the Exercise Period, the Company will at all times have authorized and reserved, and keep available free from preemptive rights, a sufficient number of Ordinary Shares to provide for the exercise of the rights represented by this Warrant. 4. EXCHANGE, LOSS OR DESTRUCTION OF WARRANT. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of such bond or indemnification as the Company may reasonably require, and, in the case of such mutilation, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor. The term "Warrant" as used in this Agreement shall be deemed to include any Warrants issued in substitution or exchange for this Warrant. 5. OWNERSHIP OF WARRANT. The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary. -5- 6. CERTAIN ADJUSTMENTS. 6.1 The number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment as follows: (a) Share Dividends, Share Splits, or Share Subdivisions. If at any time prior to the exercise of this Warrant in full (i) the Company shall fix a record date for the issuance of any share dividend payable in Ordinary Shares or the Company's assets (excluding cash dividends paid or payable solely out of retained earnings) or (ii) the number of Ordinary Shares shall have been increased by a subdivision or split-up of Ordinary Shares, then, on the record date fixed for the determination of holders of Ordinary Shares entitled to receive such dividend (without payment of additional consideration for such dividend), or immediately after the effective date of subdivision or split-up, as the case may be, the number of Ordinary Shares to be delivered upon exercise of this Warrant will be increased so that the Warrantholder will be entitled to receive the number of Ordinary Shares that such Warrantholder would have owned immediately following such action had this Warrant been exercised immediately prior thereto, and the Exercise Price will be adjusted as provided below in paragraph (f). (b) Combination of Stock. If at any time prior to the exercise of this Warrant in full the number of Ordinary Shares outstanding shall have been decreased by a combination of the outstanding Ordinary Shares, then, immediately after the effective date of such combination, the number of Ordinary Shares to be delivered upon exercise of this Warrant will be decreased so that the Warrantholder thereafter will be entitled to receive the number of Ordinary Shares that such Warrantholder would have owned immediately following such action had this Warrant been exercised immediately prior thereto, and the Exercise Price will be adjusted as provided below in paragraph (f). (c) Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding Ordinary Shares (other than a subdivision or combination of the outstanding Ordinary Shares and other than a change in the par value of the Ordinary Shares) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding Ordinary Shares of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and property which the Warrantholder would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional Ordinary Shares shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of Company other than Ordinary Shares, any such issue shall be treated as an issue of Ordinary Shares covered by the provisions of Article 6. The provisions of this Section 6.1 shall similarly -6- apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances. (d) Fractional Shares. No fractional Ordinary Shares or scrip shall be issued to any Warrantholder in connection with the exercise of this Warrant. Instead of any fractional Ordinary Shares that would otherwise be issuable to such Warrantholder, the Company will pay to such Warrantholder a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the fair market value of one Ordinary Share as of the date of exercise as determined by the Board of Directors of the Company. (e) Carryover. Notwithstanding any other provision of this Section 6, no adjustment shall be made to the number of Ordinary Shares to be delivered to the Warrantholder (or to the Exercise Price) if such adjustment represents less than 1% of the number of shares to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of shares to be so delivered. (f) Exercise Price Adjustment. Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter, provided that the Exercise Price shall not be less than the par value of the Ordinary Share. (g) No Duplicate Adjustments. Notwithstanding anything else to the contrary contained herein, in no event will an adjustment be made under the provisions of this Section 6 to the number of Warrant Shares issuable upon exercise of this Warrant or the Exercise Price for any event if an adjustment having substantially the same effect to the Warrantholder as any adjustment that otherwise would be made under the provisions of this Section 6 is made by the Company for any such event to the number of Ordinary Shares (or other securities) issuable upon exercise of this Warrant. 6.2 NO ADJUSTMENT FOR DIVIDENDS. Except as provided in Section 6.1, no adjustment in respect of any dividends shall be made during the term of the Warrant or upon the exercise of this Warrant. 6.3 NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares or the Exercise Price of such Warrant Shares is adjusted, as herein provided, the Company shall promptly mail by first class, postage prepaid, to the Warrantholder, notice of such adjustment or adjustments and a certificate of the chief financial officer of the Company setting forth the number of Warrant Shares and the Exercise Price of such Warrant Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. 7. NOTICES OF CORPORATE ACTION. In the event of: -7- (a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any Change of Control or any redemption or conversion of outstanding Ordinary Shares, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will mail to the Warrantholder a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right and the amount and character of any such dividend, distribution or right, (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, Change of Control, redemption or conversion of Ordinary Shares, dissolution, liquidation or winding-up is to take place and the time, if any such time is to be fixed, as of which the holders of record of Ordinary Shares (or other securities) shall be entitled to exchange their Ordinary Shares (or other securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, Change of Control, redemption or conversion of Ordinary Shares, dissolution, liquidation or winding-up and (iii) that in the event of a Change of Control, the Warrants are exercisable immediately prior to the consummation of such Change of Control. Such notice shall be mailed at least twenty (20) days prior to the date therein specified, in the case of any date referred to in the foregoing subdivision (i), and at least 20 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii). 8. DEFINITIONS. As used herein, unless the context otherwise requires, the following terms have the following respective meanings: Affiliate: means, in respect of the Warrantholder, any other Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person, including, without limitation, any general partner, officer or director of such Person and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company with such Person. Business Day: any day other than a Saturday, Sunday or a day on which national banks are authorized by law to close in Hong Kong. Change of Control: shall mean (i) the consolidation of the Company with or merger of the Company with or into any other person in which the Company is not the surviving corporation, (ii) the sale or conveyance of all or substantially all of the assets of the Company to any other person, or (iii) any sale or transfer of any capital stock of the Company after the date of this Agreement, following which 50% of the combined voting power of the Company becomes beneficially owned by one person or group acting together. -8- For purposes of this definition, "group" shall have the meaning as such term is used in Section 13(d)(1) under the Exchange Act. Company: Yingli Green Energy Holding Company Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands. Control: with respect to any third Person means the possession, directly or indirectly, of the power or the ability to direct or cause the direction of the management and affairs of such third Person whether, through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body of such third Person. Exchange Act: the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Exchange Act of 1934, as amended, shall include a reference to a comparable section, if any, of any successor federal statute. Exercise Form: an Exercise Form in the form annexed hereto as Exhibit A. Exercise Price: the meaning specified in Section 1.3 of this Warrant, as such price may be adjusted pursuant to Section 6 hereof. Person: shall mean any individual, sole proprietorship, partnership, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity, governmental or regulatory authority or other entity of any kind or nature. SEC: the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act, whichever is the relevant statute for the particular purpose. Securities Act: the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Act of 1933, as amended, shall include a reference to the comparable section, if any, of any successor federal statute. Warrantholder: ________ or its permitted assignees and transferees of this Warrant pursuant to the terms hereof. Warrant Shares: the meaning specified on the cover of this Warrant, subject to the provisions of Section 6. 9. MISCELLANEOUS. 9.1 ENTIRE AGREEMENT. This Warrant constitutes the entire agreement between the Company and the Warrantholder with respect to this Warrant and the Warrant Shares. 9.2 BINDING EFFECTS; BENEFITS. This Warrant shall inure to the benefit of and shall be binding upon the Company and the Warrantholder and their respective successors. -9- Nothing in this Warrant, expressed or implied, is intended to or shall confer on any person other than the Company and the Warrantholder, or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Warrant. 9.3 AMENDMENTS AND WAIVERS. This Warrant may not be modified or amended except by an instrument or instruments in writing signed by the Company and the Warrantholder. Either the Company or the Warrantholder may, by an instrument in writing, waive compliance by the other party with any term or provision of this Warrant on the part of such other party hereto to be performed or complied with. The waiver by any such party of a breach of any term or provision of this Warrant shall not be construed as a waiver of any subsequent breach. 9.4 SECTION AND OTHER HEADINGS. The section and other headings contained in this Warrant are for reference purposes only and shall not be deemed to be a part of this Warrant or to affect the meaning or interpretation of this Warrant. 9.5 FURTHER ASSURANCES. Each of the Company and the Warrantholder shall do and perform all such further acts and things and execute and deliver all such other certificates, instruments and documents as the Company or the Warrantholder may, at any time and from time to time, reasonably request in connection with the performance of any of the provisions of this Agreement. 9.6 NOTICES. All notices and other communications required or permitted to be given under this Warrant shall be in writing and shall be deemed to have been duly given upon personal delivery to the party to be notified, or when sent by telecopier (with receipt confirmed and promptly confirmed by personal delivery, first class mail, or courier), or internationally recognized overnight courier service and addressed as follows (or at such other address as a party may designate by notice to the other): If to the Warrantholder, to: ______________________________ If to the Company, to: Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding, People's Republic of China Facsimile No.: +86 312 2151 881 Attn: Conghui Liu Except as otherwise provided herein, all such notices and communications shall be deemed to have been received on the date of delivery thereof, if delivered personally or by overnight courier or facsimile transmission (if promptly confirmed as stated above), or on the third Business Day after the mailing thereof. 9.7 SEVERABILITY. Any term or provision of this Warrant which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the terms and provisions of this Warrant or affecting the validity or enforceability of any of the terms or provisions of this Warrant in any other jurisdiction. -10- 9.8 GOVERNING LAW. This Warrant shall be deemed to be a contract made under the laws of the State of New York (irrespective of its choice of law principles). 9.9 NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained in this Warrant shall be determined as conferring upon the Warrantholder any rights as a stockholder of the Company or as imposing any liabilities on the Warrantholder to purchase any securities whether such liabilities are asserted by the Company or by creditors or stockholders of the Company or otherwise. 9.10 NO INCONSISTENT AGREEMENTS. The Company will not on or after the date of this Warrant enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Warrantholder or otherwise conflicts with the provisions hereof. The rights granted to the Warrantholder hereunder do not in any way conflict with and are not inconsistent with the rights granted to holders of the Company's securities under any other agreements. 9.11 ATTORNEYS' FEES. In any action or proceeding brought to enforce any provisions of this Warrant, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys' fees and disbursements in addition to its costs and expenses and any other available remedy. 9.12 DISPUTE RESOLUTION. Any controversy or claim arising out of or relating to this Agreement, or any breach of this Agreement, shall be initiated, maintained and finally determined by binding arbitration under the rules of conciliation and arbitration of the International Chamber of Commerce (the "ICC"); and the site of the arbitration, unless the parties agree otherwise, shall be in Hong Kong. The arbitral tribunal shall be appointed within thirty (30) days of the notice of dispute, and shall consist of three arbitrators, one of which shall be appointed by the Warrantholder and one by the Company and the third by the Warrantholder and the Company jointly; provided, however, that if the Warrantholder and the Company shall be unable to select the third arbitrator within such thirty (30)-day period, such third arbitrator shall be chosen by the International Court of Arbitration of the ICC. Judgment upon any award rendered may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Any award pursuant to such proceeding shall be granted in U.S. Dollars. The fees and costs of the arbitration shall be shared equally by all disputing parties. The arbitrators shall award legal fees, disbursements and other expenses to the prevailing party for such amounts as determined by the arbitrators to be appropriate. 9.13 NO IMPAIRMENT. The Company will not cooperate with or facilitate any amendment of its Memorandum and Articles of Association or other constitutional documents, or any reorganization, consolidation, merger, dissolution, issue or sale of shares, sale of assets or any other voluntary action, so as to avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder against impairment. Without limiting the generality of the foregoing, the Company (a) will use its best efforts to ensure that the par value of any shares issuable upon the exercise of this Warrant will not be increased above the amount payable therefor upon such exercise, and (b) will take or procure the taking of all such action as may be necessary or appropriate in order that the -11- Company may validly and legally issue fully paid and non-assessable Warrant Shares upon exercise of this Warrant. 9.14 REPRESENTATIONS AND WARRANTIES. The Company covenants that the representations and warrants set forth in Exhibit B hereto shall be true and correct in all material respects as of the date of this Warrant. [remainder of page intentionally left blank; signature page follows] -12- IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of the first date above written. YINGLI GREEN ENERGY HOLDING COMPANY LIMITED By: ------------------------------------ Name: Liansheng Miao Title: Chairman and Chief Executive Officer SIGNATURE PAGE TO WARRANT Exhibit A EXERCISE FORM (To be executed upon exercise of this Warrant) To: Yingli Green Energy Holding Company Limited The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant, to purchase ________________ Warrant Shares, and tenders herewith payment of the purchase price (Exercise Price) in full in the form of (complete as applicable): [ ] cash (via wire transfer) or a certified or official bank check, to the order of Yingli Green Energy Holding Company Limited, in the amount of United States Dollars ______________ in accordance with the terms of this Warrant; and/or [ ] forgiveness of accounts receivable of the Company to Warrantholder in the amount of United States Dollars ______________ in accordance with the terms of this Warrant. The undersigned requests that a certificate (or certificates) for such Warrant Shares be registered in the name of the undersigned and that such certificate (or certificates) be delivered to the undersigned's address below. Dated: . ------------------- Signature ------------------------------ ---------------------------------------- (Print Name) ---------------------------------------- (Street Address) ---------------------------------------- (City) (State) (Zip Code) If said number of shares shall not be all the shares purchasable under the within Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder. ASSIGNMENT (To be executed only upon assignment of Warrant) For value received, ______________________________ hereby sells, assigns and transfers unto the Assignee(s) named below the rights represented by such Warrant to purchase number of Warrant Shares listed opposite the respective name(s) of the Assignee(s) named below and all other rights of the Warrantholder under the within Warrant, and does hereby irrevocably constitute and appoint _____________________________ as attorney, to transfer said Warrant on the books of the within-named Company with respect to the number of Warrant Shares set forth below, with full power of substitution in the premises:

Name(s) of Assignee(s) Address No. of Warrant Shares - ----------- ------- ---------------------

And if said number of Warrant Shares shall not be all the Warrant Shares represented by the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the Warrant Shares registered by said Warrant. Dated: , --------------- ---- Signature ------------------------------ Note: The above signature should correspond exactly with the name on the face of this Warrant Exhibit B CORPORATE STATUS. The Company is organized under the laws of the Cayman Islands and is duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands. AUTHORIZATION. All corporate action on the part of the Company and its officers, directors and shareholders necessary for the Company to execute and perform this Warrant has been taken. VALIDITY OF WARRANT. This Warrant is a legally valid and binding obligation of the Company. Upon issuance, the Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable, and free of any liens or encumbrances except for restrictions on transfer under the securities laws and any agreement to which the Warrantholder becomes a party. The issuance of this Warrant and the issuance of the Warrant Shares do not and will not violate any agreements to which the Company is, or at the time of issuance will be, a party. SUFFICIENT ORDINARY SHARES. The Company has a sufficient number of Ordinary Shares to enable the issuance of the Warrant Shares. In the event the number of authorized but unissued Ordinary Shares of the Company is not sufficient to effect the issuance of Warrant Shares specified under the Exercise Notice at the time of exercise, the Company shall promptly take all necessary actions to increase its authorized but unissued Ordinary Shares to such number to be sufficient for such purposes. NO INCONSISTENT AGREEMENTS. The Company has not previously entered into, and will not on or after the date of this Warrant enter into, any agreement with respect to its securities that is inconsistent with this Warrant or that would preclude the Company from discharging its obligations hereunder. GOVERNMENTAL AND THIRD PARTY CONSENTS. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with or from any governmental agency or authority or any other person or entity required on the part of the Company in connection with the execution, delivery or performance of this Warrant and the consummation of the transactions contemplated herein have been obtained. COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in violation of any provision of its Memorandum or Articles of Association; any mortgage, indenture, contract, agreement, instrument, judgment, decree or order; or any statute, rule or regulation applicable to the Company. The execution, delivery and performance of and compliance with this Warrant pursuant to the terms hereof, will not result in any violation or be in conflict with or constitute a default under any such provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any such provision. EX-4.14 16 h00847exv4w14.txt EX-4.14 ORDINARY SHARE PURCHASE WARRANT EXHIBIT 4.14 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, THE WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT NO.: ________________ ***************************************** YINGLI GREEN ENERGY HOLDING COMPANY LIMITED ORDINARY SHARES PURCHASE WARRANT ***************************************** Issue Date: December 29, 2006 This certifies that, for good and valuable consideration, Yingli Green Energy Holding Company Limited, a Cayman Islands exempted company (the "Company"), grants to China Sunshine Investment Co., Ltd., a company incorporated under the laws of the British Virgin Islands (the "Warrantholder"), the right to subscribe for and purchase from the Company the number of validly issued, fully paid and nonassessable shares (the "Warrant Shares") of the Company's Ordinary Shares, US$0.01 par value (the "Ordinary Shares") specified in Section 1.1 hereof, at the purchase price per share (the "Exercise Price") determined as set forth in Section 1.3 hereof, as may be adjusted in accordance with the terms hereof, exercisable at any time and from time to time during the Exercise Period, as defined in Section 1.6 hereof, all subject to the terms, conditions and adjustments herein set forth. See Section 8 for definitions of certain terms used herein. 1. WARRANT TERMS GENERALLY. 1.1 NUMBER OF WARRANT SHARES. Subject to Section 1.6 below, this Warrant shall enable the Warrantholder to purchase 2,068,252 Ordinary Shares, as such number may be adjusted pursuant to the terms hereof. 1.2 CASH EXERCISE OF WARRANT. Subject to Section 1.6, this Warrant may be exercised by the Warrantholder by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period and (ii) the delivery of payment to the Company, for the account of the Company, (A) by wire transfer of immediately available funds to a bank account specified by the Company, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in United States Dollars, (B) by forgiveness or the offsetting of an amount of accounts receivable from the Company to the Warrantholder equal to the Exercise Price for the number of Warrant Shares specified in the Exercise Form in United States Dollars or (C) by any combination of the foregoing. Subject to Section 1.6, the Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Subject to Section 1.6, a stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within 10 days thereafter. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Ordinary Shares prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares. 1.3 EXERCISE PRICE. The Exercise Price shall be US$4.835 per Warrant Share, as such price may be adjusted from time to time pursuant to Section 6 hereof. 1.4 PAYMENT OF TAXES. The issuance of certificates for Warrant Shares shall be made without charge to the Warrantholder for any stock transfer or other issuance tax in respect thereto. 1.5 INFORMATION. Upon receipt of a written request from a Warrantholder, the Company agrees to deliver promptly to such Warrantholder a copy of its current financial statements and to provide such other information concerning the Company as such Warrantholder may reasonably request in order to assist the Warrantholder in evaluating the merits and risks of exercising the Warrant and to make an informed investment decision in connection with such exercise. 1.6 EXERCISE PERIOD. This Warrant shall be exercisable in whole, but not in part, at any time within 45 days following the repayment by Baoding Tianwei Yingli New Energy Resources Co., Ltd. ("Tianwei Yingli") to China Foreign Economic and Trade Trust & Investment Co., Ltd (Chinese Characters) ("FOTIC") of a loan advanced to from FOTIC to Tianwei Yingli pursuant to a repayment agreement entered into among -2- Tianwei Yingli, FOTIC, the Warrantholder and the Company on the date hereof (such period, the "Exercise Period"). 2. RESTRICTIONS ON TRANSFER; RESTRICTIVE LEGENDS. 2.1 RESTRICTIONS ON TRANSFER; COMPLIANCE WITH SECURITIES LAWS. (a) This Warrant and the Warrant Shares issued upon the exercise of the Warrant are not assignable or transferable except this Warrant (and all rights hereunder) and the Warrant Shares issued upon the exercise of the Warrant may be assigned or transferred, in whole or in part, to an Affiliate of the Warrantholder, which shall thereafter be deemed to be the Warrantholder for all purposes herein, provided, however, the Warrant Shares issued upon the exercise of the Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and transferee. (b) The Warrantholder, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Warrantholder's own account and not as a nominee for any other party, and for investment, and that the Warrantholder will not offer, sell or otherwise dispose of any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any state securities laws. Upon exercise of this Warrant, the Warrantholder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Warrantholder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. The Warrantholder represents and warrants to the Company that the Warrantholder is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the 1933 Act. The Warrantholder understands that the Warrant and any Warrant Shares acquired upon exercise of this Warrant are being offered and sold to the Warrantholder in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Warrantholder's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Warrantholder set forth herein in order to determine the availability of such exemptions and the eligibility of the Warrantholder to initially acquire the Warrant Shares. 2.2 RESTRICTIVE LEGENDS. This Warrant shall (and each Warrant issued in substitution for this Warrant issued pursuant to Section 4 shall) be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, THE WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT -3- UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Except as otherwise permitted by this Section 2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, THE SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Notwithstanding the foregoing, the Warrantholder may require the Company to issue a stock certificate for Warrant Shares without a legend if (i) such Warrant Shares, as the case may be, have been registered for resale under the Securities Act or sold pursuant to Rule 144 under the Securities Act (or a successor rule thereto) or (ii) the Warrantholder has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required with respect to such Warrant Shares. If either condition in the foregoing sentence has been satisfied, the Company shall, without expense (except for the payment of any applicable transfer tax) and as expeditiously as possible, issue a new stock certificate not bearing such legend. 2.3 REGISTRATION. The Warrant Shares shall be deemed to constitute "Registrable Securities" defined in the Second Amended and Restated Shareholders Agreement, dated as of December 15, 2006 (the "Shareholders Agreement"), among the Company, Yingli Power Holding Company Ltd., Mr. Liansheng Miao and the investors listed on Schedule I attached thereto. In respect of the Warrant Shares, the Warrantholder shall be entitled to the registration rights to which the Series B Shareholders (as defined in the Shareholder Agreement) are entitled under the Shareholders Agreement. 2.4 SPLIT-UP, COMBINATION AND EXCHANGE OF WARRANTS. This Warrant may be split up, combined or exchanged for another Warrant or Warrants containing the same terms to purchase a like aggregate number of Warrant Shares. If the Warrantholder desires to split up, combine or exchange this Warrant, the Warrantholder shall make such request in writing delivered to the Company and shall surrender to the Company this Warrant and any other Warrants to be so split-up, combined or exchanged. Upon any such surrender for a split-up, combination or exchange, the Company shall execute and deliver to the person entitled thereto a Warrant or Warrants, as the case may be, as so requested. The Company shall not be required to effect any split-up, combination or exchange which will result in the -4- issuance of a Warrant entitling the Warrantholder to purchase upon exercise a fraction of an Ordinary Share or a fractional Warrant. The Company may require such Warrantholder to pay a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any split-up, combination or exchange of Warrants. 3. RESERVATION OF SHARES The Company covenants and agrees that all Warrant Shares which are issuable upon the exercise of this Warrant will, upon issuance, be validly issued, fully paid and nonassessable and free from all taxes, liens, security interests, charges and other encumbrances with respect to the issue thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue. The Company further covenants and agrees that, during the Exercise Period, the Company will at all times have authorized and reserved, and keep available free from preemptive rights, a sufficient number of Ordinary Shares to provide for the exercise of the rights represented by this Warrant. 4. EXCHANGE, LOSS OR DESTRUCTION OF WARRANT. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of such bond or indemnification as the Company may reasonably require, and, in the case of such mutilation, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor. The term "Warrant" as used in this Agreement shall be deemed to include any Warrants issued in substitution or exchange for this Warrant. 5. OWNERSHIP OF WARRANT. The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary. 6. CERTAIN ADJUSTMENTS. 6.1 The number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment as follows: (a) Share Dividends, Share Splits, or Share Subdivisions. If at any time prior to the exercise of this Warrant in full (i) the Company shall fix a record date for the issuance of any share dividend payable in Ordinary Shares or the Company's assets (excluding cash dividends paid or payable solely out of retained earnings) or (ii) the number of Ordinary Shares shall have been increased by a subdivision or split-up of Ordinary Shares, then, on the record date fixed for the determination of holders of Ordinary Shares entitled to receive such dividend (without payment of additional consideration for such dividend), or immediately after the effective date of subdivision or split-up, as the case may be, the number of Ordinary Shares to be delivered upon exercise of this Warrant will be increased so that the Warrantholder will be entitled to receive the number of Ordinary Shares that such Warrantholder would have owned immediately following such action had this Warrant been exercised immediately prior thereto, and the Exercise Price will be adjusted as provided below in paragraph (f). -5- (b) Combination of Stock. If at any time prior to the exercise of this Warrant in full the number of Ordinary Shares outstanding shall have been decreased by a combination of the outstanding Ordinary Shares, then, immediately after the effective date of such combination, the number of Ordinary Shares to be delivered upon exercise of this Warrant will be decreased so that the Warrantholder thereafter will be entitled to receive the number of Ordinary Shares that such Warrantholder would have owned immediately following such action had this Warrant been exercised immediately prior thereto, and the Exercise Price will be adjusted as provided below in paragraph (f). (c) Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding Ordinary Shares (other than a subdivision or combination of the outstanding Ordinary Shares and other than a change in the par value of the Ordinary Shares) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding Ordinary Shares of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of this Warrant the kind and amount of shares and other securities and property which the Warrantholder would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance, additional Ordinary Shares shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of Company other than Ordinary Shares, any such issue shall be treated as an issue of Ordinary Shares covered by the provisions of Article 6. The provisions of this Section 6.1 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances. (d) Fractional Shares. No fractional Ordinary Shares or scrip shall be issued to any Warrantholder in connection with the exercise of this Warrant. Instead of any fractional Ordinary Shares that would otherwise be issuable to such Warrantholder, the Company will pay to such Warrantholder a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the fair market value of one Ordinary Share as of the date of exercise as determined by the Board of Directors of the Company. (e) Carryover. Notwithstanding any other provision of this Section 6, no adjustment shall be made to the number of Ordinary Shares to be delivered to the Warrantholder (or to the Exercise Price) if such adjustment represents less than 1% of the number of shares to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of shares to be so delivered. -6- (f) Exercise Price Adjustment. Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter, provided that the Exercise Price shall not be less than the par value of the Ordinary Share. (g) No Duplicate Adjustments. Notwithstanding anything else to the contrary contained herein, in no event will an adjustment be made under the provisions of this Section 6 to the number of Warrant Shares issuable upon exercise of this Warrant or the Exercise Price for any event if an adjustment having substantially the same effect to the Warrantholder as any adjustment that otherwise would be made under the provisions of this Section 6 is made by the Company for any such event to the number of Ordinary Shares (or other securities) issuable upon exercise of this Warrant. 6.2 NO ADJUSTMENT FOR DIVIDENDS. Except as provided in Section 6.1, no adjustment in respect of any dividends shall be made during the term of the Warrant or upon the exercise of this Warrant. 6.3 NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares or the Exercise Price of such Warrant Shares is adjusted, as herein provided, the Company shall promptly mail by first class, postage prepaid, to the Warrantholder, notice of such adjustment or adjustments and a certificate of the chief financial officer of the Company setting forth the number of Warrant Shares and the Exercise Price of such Warrant Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. 7. NOTICES OF CORPORATE ACTION. In the event of: (a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any Change of Control or any redemption or conversion of outstanding Ordinary Shares, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will mail to the Warrantholder a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right and the amount and character of any such dividend, distribution or right, (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, Change of Control, redemption or conversion of Ordinary Shares, dissolution, liquidation or -7- winding-up is to take place and the time, if any such time is to be fixed, as of which the holders of record of Ordinary Shares (or other securities) shall be entitled to exchange their Ordinary Shares (or other securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, Change of Control, redemption or conversion of Ordinary Shares, dissolution, liquidation or winding-up and (iii) that in the event of a Change of Control, the Warrants are exercisable immediately prior to the consummation of such Change of Control. Such notice shall be mailed at least twenty (20) days prior to the date therein specified, in the case of any date referred to in the foregoing subdivision (i), and at least 20 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii). 8. DEFINITIONS. As used herein, unless the context otherwise requires, the following terms have the following respective meanings: Affiliate: means, in respect of the Warrantholder, any other Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person, including, without limitation, any general partner, officer or director of such Person and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company with such Person. Business Day: any day other than a Saturday, Sunday or a day on which national banks are authorized by law to close in Hong Kong. Change of Control: shall mean (i) the consolidation of the Company with or merger of the Company with or into any other person in which the Company is not the surviving corporation, (ii) the sale or conveyance of all or substantially all of the assets of the Company to any other person, or (iii) any sale or transfer of any capital stock of the Company after the date of this Agreement, following which 50% of the combined voting power of the Company becomes beneficially owned by one person or group acting together. For purposes of this definition, "group" shall have the meaning as such term is used in Section 13(d)(1) under the Exchange Act. Company: Yingli Green Energy Holding Company Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands. Control: with respect to any third Person means the possession, directly or indirectly, of the power or the ability to direct or cause the direction of the management and affairs of such third Person whether, through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body of such third Person. Exchange Act: the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Exchange Act of 1934, as amended, shall include a reference to a comparable section, if any, of any successor federal statute. -8- Exercise Form: an Exercise Form in the form annexed hereto as Exhibit A. Exercise Price: the meaning specified in Section 1.3 of this Warrant, as such price may be adjusted pursuant to Section 6 hereof. Person: shall mean any individual, sole proprietorship, partnership, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity, governmental or regulatory authority or other entity of any kind or nature. SEC: the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act, whichever is the relevant statute for the particular purpose. Securities Act: the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Act of 1933, as amended, shall include a reference to the comparable section, if any, of any successor federal statute. Warrantholder: China Sunshine Investment Co., Ltd. or its permitted assignees and transferees of this Warrant pursuant to the terms hereof. Warrant Shares: the meaning specified on the cover of this Warrant, subject to the provisions of Section 6. 9. MISCELLANEOUS. 9.1 ENTIRE AGREEMENT. This Warrant constitutes the entire agreement between the Company and the Warrantholder with respect to this Warrant and the Warrant Shares. 9.2 BINDING EFFECTS; BENEFITS. This Warrant shall inure to the benefit of and shall be binding upon the Company and the Warrantholder and their respective successors. Nothing in this Warrant, expressed or implied, is intended to or shall confer on any person other than the Company and the Warrantholder, or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Warrant. 9.3 AMENDMENTS AND WAIVERS. This Warrant may not be modified or amended except by an instrument or instruments in writing signed by the Company and the Warrantholder. Either the Company or the Warrantholder may, by an instrument in writing, waive compliance by the other party with any term or provision of this Warrant on the part of such other party hereto to be performed or complied with. The waiver by any such party of a breach of any term or provision of this Warrant shall not be construed as a waiver of any subsequent breach. 9.4 SECTION AND OTHER HEADINGS. The section and other headings contained in this Warrant are for reference purposes only and shall not be deemed to be a part of this Warrant or to affect the meaning or interpretation of this Warrant. 9.5 FURTHER ASSURANCES. Each of the Company and the Warrantholder shall do and perform all such further acts and things and execute and deliver all such other certificates, instruments and documents as the Company or the Warrantholder may, at any -9- time and from time to time, reasonably request in connection with the performance of any of the provisions of this Agreement. 9.6 NOTICES. All notices and other communications required or permitted to be given under this Warrant shall be in writing and shall be deemed to have been duly given upon personal delivery to the party to be notified, or when sent by telecopier (with receipt confirmed and promptly confirmed by personal delivery, first class mail, or courier), or internationally recognized overnight courier service and addressed as follows (or at such other address as a party may designate by notice to the other): If to the Warrantholder, to: China Sunshine Investment Co., Ltd. Facsimile No.: +86 10 68095008 Attn: Jiangquan Yang If to the Company, to: Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding, People's Republic of China Facsimile No.: +86 312 2151 881 Attn: Conghui Liu and Simpson Thacher & Bartlett LLP 35/F ICBC Tower 3 Garden Road Central, Hong Kong Facsimile No.: +852-2869-7694 Attn: Leiming Chen, Esq. Except as otherwise provided herein, all such notices and communications shall be deemed to have been received on the date of delivery thereof, if delivered personally or by overnight courier or facsimile transmission (if promptly confirmed as stated above), or on the third Business Day after the mailing thereof. 9.7 SEVERABILITY. Any term or provision of this Warrant which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the terms and provisions of this Warrant or affecting the validity or enforceability of any of the terms or provisions of this Warrant in any other jurisdiction. 9.8 GOVERNING LAW. This Warrant shall be deemed to be a contract made under the laws of the State of New York (irrespective of its choice of law principles). 9.9 NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained in this Warrant shall be determined as conferring upon the Warrantholder any rights as a stockholder of the Company or as imposing any liabilities on the Warrantholder to purchase any securities -10- whether such liabilities are asserted by the Company or by creditors or stockholders of the Company or otherwise. 9.10 NO INCONSISTENT AGREEMENTS. The Company will not on or after the date of this Warrant enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Warrantholder or otherwise conflicts with the provisions hereof. The rights granted to the Warrantholder hereunder do not in any way conflict with and are not inconsistent with the rights granted to holders of the Company's securities under any other agreements. 9.11 ATTORNEYS' FEES. In any action or proceeding brought to enforce any provisions of this Warrant, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys' fees and disbursements in addition to its costs and expenses and any other available remedy. 9.12 DISPUTE RESOLUTION. Any controversy or claim arising out of or relating to this Agreement, or any breach of this Agreement, shall be initiated, maintained and finally determined by binding arbitration under the rules of conciliation and arbitration of the International Chamber of Commerce (the "ICC"); and the site of the arbitration, unless the parties agree otherwise, shall be in Hong Kong. The arbitral tribunal shall be appointed within thirty (30) days of the notice of dispute, and shall consist of three arbitrators, one of which shall be appointed by the Warrantholder and one by the Company and the third by the Warrantholder and the Company jointly; provided, however, that if the Warrantholder and the Company shall be unable to select the third arbitrator within such thirty (30)-day period, such third arbitrator shall be chosen by the International Court of Arbitration of the ICC. Judgment upon any award rendered may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Any award pursuant to such proceeding shall be granted in U.S. Dollars. The fees and costs of the arbitration shall be shared equally by all disputing parties. The arbitrators shall award legal fees, disbursements and other expenses to the prevailing party for such amounts as determined by the arbitrators to be appropriate. 9.13 NO IMPAIRMENT. The Company will not cooperate with or facilitate any amendment of its Memorandum and Articles of Association or other constitutional documents, or any reorganization, consolidation, merger, dissolution, issue or sale of shares, sale of assets or any other voluntary action, so as to avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder against impairment. Without limiting the generality of the foregoing, the Company (a) will use its best efforts to ensure that the par value of any shares issuable upon the exercise of this Warrant will not be increased above the amount payable therefor upon such exercise, and (b) will take or procure the taking of all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon exercise of this Warrant. -11- [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] -12- IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of the first date above written. YINGLI GREEN ENERGY HOLDING COMPANY LIMITED By: /s/ Miao Liansheng ------------------------------------ Name: Miao Liansheng ---------------------------------- Title: Chief Executive Officer --------------------------------- SIGNATURE PAGE TO WARRANT Exhibit A EXERCISE FORM (To be executed upon exercise of this Warrant) To: Yingli Green Energy Holding Company Limited The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant, to purchase ________________ Warrant Shares, and tenders herewith payment of the purchase price (Exercise Price) in full in the form of (complete as applicable): [ ] cash (via wire transfer) or a certified or official bank check, to the order of Yingli Green Energy Holding Company Limited, in the amount of United States Dollars ______________ in accordance with the terms of this Warrant; and/or [ ] forgiveness of accounts receivable of the Company to Warrantholder in the amount of United States Dollars ______________ in accordance with the terms of this Warrant. The undersigned requests that a certificate (or certificates) for such Warrant Shares be registered in the name of the undersigned and that such certificate (or certificates) be delivered to the undersigned's address below. Dated: ___________________. Signature ------------------------------ ---------------------------------------- (Print Name) ---------------------------------------- (Street Address) ---------------------------------------- (City) (State) (Zip Code) If said number of shares shall not be all the shares purchasable under the within Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder. ASSIGNMENT (To be executed only upon assignment of Warrant) For value received, ______________________________ hereby sells, assigns and transfers unto the Assignee(s) named below the rights represented by such Warrant to purchase number of Warrant Shares listed opposite the respective name(s) of the Assignee(s) named below and all other rights of the Warrantholder under the within Warrant, and does hereby irrevocably constitute and appoint _____________________________ as attorney, to transfer said Warrant on the books of the within-named Company with respect to the number of Warrant Shares set forth below, with full power of substitution in the premises:

Name(s) of Assignee(s) Address No. of Warrant Shares - ----------- ------- ---------------------

And if said number of Warrant Shares shall not be all the Warrant Shares represented by the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the Warrant Shares registered by said Warrant. Dated: _______________, ____ Signature ------------------------------ Note: The above signature should correspond exactly with the name on the face of this Warrant EX-4.15 17 h00847exv4w15.txt EX-4.15 AMEND 1 TO SERIES B PRE.SHARE PURCHASE AGMT EXHIBIT 4.15 EXECUTION VERSION AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SERIES B PREFERRED SHARE PURCHASE AGREEMENT AND WARRANT SIDE LETTER Dated as of March 9, 2007 Between YINGLI GREEN ENERGY HOLDING COMPANY LIMITED, YINGLI POWER HOLDING COMPANY, LTD., LIANSHENG MIAO, and BAYTREE INVESTMENTS (MAURITIUS) PTE LTD. This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SERIES B PREFERRED SHARE PURCHASE AGREEMENT AND WARRANT SIDE LETTER, dated as of March 9, 2007 (this "Amendment Agreement"), between Yingli Green Energy Holding Company Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the "Company"), Yingli Power Holding Company Ltd., a company with limited liability incorporated and existing under the laws of the British Virgin Islands, Mr. Liansheng Miao and Baytree Investments (Mauritius) Pte Ltd. (the "Lead Investor"). Unless otherwise specified herein, capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Share Purchase Agreement (defined below). WITNESSETH WHEREAS, the Company, Yingli Power Holding Company Ltd., Mr. Liansheng Miao, the Lead Investor and certain other investors (together with the Lead Investor, the "Investors") entered into the Amended and Restated Series B Preferred Share Purchase Agreement (the "Share Purchase Agreement"), dated as of December 15, 2006, under which the Investors purchased an aggregate of 24,405,377 of the Series B Preferred Shares, par value US$0.01 per share, of the Company; WHEREAS, the Company and the Lead Investor entered into the Warrant Side Letter, dated as of December 20, 2006 (the "Warrant Side Letter"), in connection with the issuance to the Investors (other than the Advance Payment Investors) of warrants to purchase an aggregate of 2,112,057 Ordinary Shares, par value US$0.01 per share, of the Company; WHEREAS, under Section 10.05 of the Share Purchase Agreement, the Share Purchase Agreement may be amended only with the written consent of the Company and the Lead Investor, in its capacity as the Lead Series B Shareholder, and any amendment effected in accordance with such section shall be binding upon each holder of any securities purchased under the Share Purchase Agreement at the time outstanding, each future holder of all such securities and the Company; and WHEREAS, the parties hereto wish to amend and supplement certain provisions of the Share Purchase Agreement and the Warrant Side Letter; NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth in this Amendment Agreement, the parties hereto agree as follows: ARTICLE I AMENDMENTS SECTION 1.1. Amendment of the Warrant Side Letter. The parties hereto agree that the Warrant Side Letter shall be amended as follows: (a) The reference to "at any time after March 31, 2007 or such later date" in paragraph (c) of the Warrant Side Letter shall be deleted and replaced in its entirety by the following: "at any time after the later of (x) April 30, 2007 and (y) such later date". 2 SECTION 1.2. Amendment of the Share Purchase Agreement. The parties hereto agree that the Share Purchase Agreement shall be amended and supplemented as follows: (a) The reference to "March 31, 2007" in clause (i) of paragraph (a) of Section 4.01 of the Share Purchase Agreement shall be deleted and replaced in its entirety by the following: "April 30, 2007"; (b) The reference to "March 31, 2007" in paragraph (b) of Section 8.01 of the Share Purchase Agreement shall be deleted and replaced in its entirety by the following: "April 30, 2007"; (c) The Warrant Side Letter, as amended pursuant to Section 1.1 hereof, shall form part of the Share Purchase Agreement, as amended pursuant to this Section 1.2; and (d) This Amendment Agreement shall be one of the Transaction Documents and Exhibit A to the Share Purchase Agreement shall be updated accordingly. SECTION 1.3. Full Force and Effect. For the avoidance of doubt, all other provisions of each of the Share Purchase Agreement and the Warrant Side Letter shall remain in full force and effect. ARTICLE II COVENANTS SECTION 2.1. Further Assurances. Each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Amendment Agreement. SECTION 2.2. Confidentiality. Each of the parties shall hold, and shall cause its representatives to hold, in confidence this Amendment Agreement, all documents and information furnished to it by or on behalf of the other party in connection with the transactions contemplated hereby and shall continue to be bound by the terms of the confidentiality agreement between the Company and the Lead Investor, the terms of which are incorporated herein by reference. ARTICLE III MISCELLANEOUS SECTION 3.1. Entire Agreement. This Amendment Agreement and the Share Purchase Agreement (including the exhibits and annexes attached thereto, including the Warrant Side Letter, as amended pursuant to this Amendment Agreement) constitute the sole entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof. 3 SECTION 3.2. Expenses. Each party shall pay its own costs and expenses incurred in connection with the negotiation, execution and closing of this Amendment Agreement and the transactions contemplated hereby and thereby, whether or not the transactions contemplated hereby are consummated. SECTION 3.3. Amendment and Waiver. This Amendment Agreement may be amended and the observance of any term of this Amendment Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the prior written consent of the Company and the Lead Investor. Any amendment or waiver effected in accordance with this section shall be binding upon each holder of any securities purchased in the Share Purchase Agreement at the time outstanding (including securities into which such securities are convertible), each future holder of all such securities and other parties hereto. SECTION 3.4. Assignment. Neither this Amendment Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party hereto shall be void, except that the Lead Investor may assign any or all of its rights, interests and obligations hereunder to its Affiliates, provided that any such Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained herein, but no such assignment shall relieve such Lead Investor of its obligations hereunder. Subject to the preceding sentence, this Amendment Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and permitted assigns. SECTION 3.5. Headings. The headings used in this Amendment Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. SECTION 3.6. Governing Law; Dispute Resolution. (a) This Amendment Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to a contract executed and performed in such jurisdiction, without giving effect to the conflicts of laws principles thereof. (b) Any controversy or claim arising out of or relating to this Amendment Agreement, or any breach of this Amendment Agreement, shall be initiated, maintained and finally determined by binding arbitration under the rules of conciliation and arbitration of the International Chamber of Commerce (the "ICC"); and the site of the arbitration, unless the parties agree otherwise, shall be in Hong Kong. The arbitral tribunal shall be appointed within thirty (30) days of the notice of dispute, and shall consist of three arbitrators, one of which shall be appointed by the Investors and one by the Company and the third by the Investors and the Company jointly; provided, however, that if the Investors and the Company shall be unable to select the third arbitrator within such thirty (30)-day period, such third arbitrator shall be chosen by the International Court of Arbitration of the ICC. Judgment upon any award rendered may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Any award 4 pursuant to such proceeding shall be granted in U.S. Dollars. The fees and costs of the arbitration shall be shared equally by all disputing parties. The arbitrators shall award legal fees, disbursements and other expenses to the prevailing party for such amounts as determined by the arbitrators to be appropriate. SECTION 3.7. Invalid Provisions. If any provision of this Amendment Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Amendment Agreement shall not be materially and adversely affected thereby, (a) such provision shall be fully severable, (b) this Amendment Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and (c) the remaining provisions of this Amendment Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. SECTION 3.8. Counterparts. This Amendment Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Amendment Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Amendment Agreement as well as any facsimile, telecopy or other reproduction hereof. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, this Amendment Agreement has been duly executed and delivered by or on behalf of each party hereto as of the date first above written. YINGLI GREEN ENERGY HOLDING COMPANY LIMITED By: /s/ Liansheng Miao ------------------------------------ Name: Liansheng Miao Title: Chairman and Chief Executive Officer YINGLI POWER HOLDING COMPANY LTD. By: /s/ Liansheng Miao ------------------------------------ Name: Liansheng Miao Title: Director Liansheng miao /s/ Liansheng Miao ---------------------------------------- BAYTREE INVESTMENTS (MAURITIUS) PTE LTD. By: /s/ Yeo Lee Choo ------------------------------------ Name: Yeo Lee Choo Title: Director EX-5.1 18 h00847exv5w1.txt EX-5.1 FORM OF OPINION OF CONYERS DILL & PEARMAN EXHIBIT 5.1 May 11, 2007 Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding 071051 People's Republic of China Dear Sirs, YINGLI GREEN ENERGY HOLDING COMPANY LIMITED (THE "COMPANY") We have acted as special Cayman legal counsel to the Company in connection with the public offering on the New York Stock Exchange of American Depositary Shares representing ordinary shares issued by the Company (the "Shares") and the offer and sale of such number of ordinary shares of the Company (the "Issued Shares") by certain selling shareholder(s) of the Company as described in the prospectus contained in the Company's registration statement on Form F-1 (the "Registration Statement" which term does not include any exhibits thereto) filed by the Company under the United States Securities Act of 1933 (the "Securities Act") with the United States Securities and Exchange Commission (the "Commission"). For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i) the Registration Statement; and (ii) a draft of the prospectus (the "Prospectus") contained in the Registration Statement. We have also reviewed and relied upon (1) the memorandum of association and the articles of association of the Company, (2) copies of written resolutions passed by all the directors of the Company on May 11, 2007,(3) a copy of the register of members of the Company, and (4) such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below. 1 of 2 We have assumed (i) the genuineness and authenticity of all signatures, stamps and seals and the conformity to the originals of all copies of documents (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; and (ii) the accuracy and completeness of all factual representations made in the Prospectus and Registration Statement and other documents reviewed by us. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. On the basis of and subject to the foregoing, we are of the opinion that: (1) The Company is duly incorporated and existing under the laws of the Cayman Islands. (2) The issue of the Shares has been duly authorised, and when the Shares have been issued, delivered and paid for in the manner described in and pursuant to the terms of the Prospectus and Registration Statement will be validly issued, fully paid and non-assessable (meaning that no further sums are required to be paid by the holders thereof in connection with the issue or holding of such shares to the Company or any third party). (3) The Issued Shares are validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the references to us under the headings "Taxation", "Enforceability of Civil Liabilities" and "Legal Matters" in the Prospectus contained in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the Rules and Regulations of the Commission thereunder. Yours faithfully, /s/ Conyers Dill & Pearman - ------------------------------------- Conyers Dill & Pearman 2 of 2 EX-5.2 19 h00847exv5w2.txt EX-5.2 FORM OF OPINION OF FANGDA PARTNERS EXHIBIT 5.2 May 11, 2007 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED No. 3055 Middle Fuxing Road Baoding, Hebei Province, People's Republic of China Dear Sirs, We are lawyers licensed to practice the law of the People's Republic of China (the "PRC") and are qualified to provide legal advices on the law of the PRC. For the purposes of this legal opinion, the "PRC" shall not include Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan. We have acted as legal counsel on the law of the PRC to Yingli Green Energy Holding Company Limited (the "Company"), a company incorporated under the laws of the Cayman Islands, in connection with (i) the Company's Registration Statement on Form F-1, including all amendments or supplements thereto (the "Registration Statement"), filed with Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, relating to the offering by the Company of American Depositary Shares ("ADSs"), and (ii) the Company's proposed listing of its ADSs on the New York Stock Exchange (the "Listing"). We have been requested to give this opinion as to the matters set forth below. In such capacity, we have examined the documents listed in Schedule I attached hereto for the purpose of this opinion. In our examination of these documents, we have assumed, with your consent, that (a) all documents submitted to us by the Company as copies conform to their originals and all documents submitted to us by the Company as originals are authentic; (b) all signatures, seals and chops on such documents are genuine; and (c) all facts and information stated or given in such documents are true and correct. Based on the foregoing, we are of the opinion that: 1. On August 8, 2006, six PRC regulatory agencies, namely, the Ministry of Commerce ("MOC"), the State Assets Supervision and Administration Commission ("SASAC"), the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission ("CSRC"), and the State Administration of Foreign Exchange ("SAFE"), jointly promulgated the Rules on the Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the "M&A Rules"), which became effective on September 8, 2006. 2 The M&A Rules require that a special purpose vehicle ("SPV"), defined as an offshore company directly or indirectly controlled by PRC domestic companies or natural person(s) and formed for the purposes of achieving overseas listing of interests in domestic companies actually owned by such PRC domestic companies or natural person(s), shall obtain an approval of the CSRC prior to the listing of its securities on an overseas stock exchange. 2. On September 21, 2006, pursuant to the M&A Rules and other PRC laws and regulations, the CSRC promulgated on its official website relevant guidelines with respect to the procedures and documents required in connection with the application for approvals on listing and trading of domestic enterprises' securities on overseas stock exchanges (the "Administrative Permit Guidelines"), which provide a list of application materials with respect to the listing on overseas stock exchanges by SPVs. 3. The Company acquired a 51% equity interest in Baoding Tianwei Yingli New Energy Resources Co., Ltd. ("Tianwei Yingli") with cash consideration in accordance with applicable PRC laws and regulations and obtained all necessary approvals from PRC regulatory agencies, including the local counterparts of the SASAC, the MOFCOM and the SAFE, before September 8, 2006, the date on which the M&A Rules took effect. The Company subsequently increased the percentage of the equity interest it holds in Tianwei Yingli to 62.13% by subscribing for additional registered capital of Tianwei Yingli. 4. The Administrative Permit Guidelines include a principal approval letter from the MOC with respect to the acquisition of domestic companies by an SPV. Given that the principal approval letter from the MOC is a new requirement under the M&A Rules, our understanding is that as an SPV having completed its acquisition of the 51% equity interest in Tianwei Yingli with cash prior to the effectiveness of the M&A Rules, the Company is not required to obtain such a principal approval letter from the MOC. 5. Based on our understanding of current PRC laws, the M&A Rules and the Administrative Permit Guidelines, we are of the opinion that: (1) The CSRC has jurisdiction over the Offering and the Listing; (2) Given that the Company had completed its acquisition of the 51% equity interest in Tianwei Yingli before September 8, 2006, the date on which the M&A Rules took effect, it is not necessary for the Company to submit application to and obtain the approval from the CSRC in connection with the listing and subsequent trading of the Company's ADSs on the New York Stock Exchange; and 3 (3) If an application for the CSRC approval is required from the Company, the Company has a justifiable basis to request a waiver from the CSRC, if and when such procedures are established to obtain such a waiver. This opinion is rendered on the basis of the PRC law and regulatory practice effective as of the date hereof and there is no assurance that any of such laws or regulatory practice will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect. We hereby consent to the use of our name under the captions "Risk Factors", "Enforceability of Civil Liabilities", "Restructuring", "Related Party Transactions", "PRC Government Regulations" and "Legal Matters" in the Registration Statement, originally filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended. We hereby further consent to the use of this opinion in, and the filing hereof as an exhibit to, the above-mentioned Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the regulations promulgated thereunder. Yours faithfully /s/ Fangda Partners - ------------------------------------ FANGDA PARTNERS 4 SCHEDULE I 1. Share transfer agreement, dated August 25, 2006, entered into by Baoding Yingli Group Co., Ltd. and Yingli Green Energy Holding Company Limited (the "Company"); 2. Joint Venture Contract, dated August 25, 2006, entered into by Baoding Tianwei Baobian Electric Co., Ltd. ("Tianwei Baobian") and the Company; 3. Supplemental Contract to the Joint Venture Contract, dated October 10, 2006, entered into by Tianwei Baobian and the Company; 4. Supplemental Contract No. 2 to the Joint Venture Contract, dated November 13, 2006, entered into by Tianwei Baobian and the Company; and 5. Supplemental Contract No. 3 to the Joint Venture Contract, dated December 18, 2006, entered into by Tianwei Baobian and the Company. 5 EX-8.1 20 h00847exv8w1.txt EX-8.1 FORM OF OPINION OF CONTERS DILL & PEARMAN EXHIBIT 8.1 May 11, 2007 Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding 071051 People's Republic of China Dear Sirs, YINGLI GREEN ENERGY HOLDING COMPANY LIMITED (THE "COMPANY") We have acted as special Cayman legal counsel to the Company in connection with the public offering on the New York Stock Exchange of American Depositary Shares representing ordinary shares issued by the Company (the "Shares") and the offer and sale of such number of ordinary shares of the Company by certain selling shareholder(s) of the Company as described in the prospectus contained in the Company's registration statement on Form F-1 (the "Registration Statement" which term does not include any exhibits thereto) filed by the Company under the United States Securities Act of 1933 (the "Securities Act") with the United States Securities and Exchange Commission (the "Commission"). For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i) the Registration Statement to be filed by the Company under the Securities Act with the Commission on, as amended; and (ii) a draft of the prospectus (the "Prospectus") contained in the Registration Statement. We have also reviewed and relied upon (1) the memorandum of association and the articles of association of the Company, (2) a copy of an undertaking from the Governor-in-Council of the Cayman Islands under the Tax Concessions Law (1999 Revision) dated 15 August, 2006, and (3) such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below. We have assumed (i) the genuineness and authenticity of all signatures, stamps and seals and the conformity to the originals of all copies of documents (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; (ii) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of 1 of 2 drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (iii) the accuracy and completeness of all factual representations made in the Prospectus and Registration Statement and other documents reviewed by us, and (iv) that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purpose of the filing of the Registration Statement and the offering of the Shares by the Company and is not to be relied upon in respect of any other matter. On the basis of and subject to the foregoing, we are of the opinion that the statements relating to certain Cayman Islands tax matters set forth under the caption "Taxation - Cayman Islands taxation" in the Prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion. We hereby consent to the filing with the Securities and Exchange Commission of this letter as an exhibit to the Registration Statement of which the Prospectus is a part, and the reference to us under the captions "Taxation", "Legal Matters" and "Enforceability of Civil Liabilities" in the Prospectus contained in the Registration Statement. In giving the foregoing consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder. Yours faithfully, /s/ Conyers Dill & Pearman - ------------------------------------- Conyers Dill & Pearman 2 of 2 EX-8.2 21 h00847exv8w2.txt EX-8.2 FORM OF OPINION OF SIMPSON THACHER & BARTLETT LLP EXHIBIT 8.2 May 11, 2007 Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding 071051 People's Republic of China Ladies and Gentlemen: We have acted as United States counsel to Yingli Green Energy Holding Company Limited (the "Company"), in connection with the Registration Statement on Form F-1 (File No. 333-_________), including the prospectus contained therein (together, the "Registration Statement"), filed by the Company with the U.S. Securities and Exchange Commission (the "Commission") under the U.S. Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of shares of the Company's Common Stock, par value US$0.01 per share, which will be represented by American Depositary Shares evidenced by American Depositary Receipts. We have examined the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations as we have deemed necessary or appropriate as a basis for the opinion hereinafter set forth. In such examination, we have assumed the accuracy of the factual matters described in the Registration Statement and that the Registration Statement and other documents will be executed by the parties in the forms provided to and reviewed by us. -3- May 11, 2007 Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein and in the Registration Statement, we hereby confirm that the statements set forth under the caption "Taxation - United States Federal Income Taxation," to the extent they state matters of law or legal conclusions, constitute the opinion of Simpson Thacher & Bartlett LLP. We do not express any opinion herein concerning any law other than the United States federal income tax law. We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to our firm under the headings "Legal Matters" and "Taxation--United States Federal Income Taxation" in the Registration Statement. Very truly yours, /s/ Simpson Thacher & Bartlett LLP SIMPSON THACHER & BARTLETT LLP EX-10.1 22 h00847exv10w1.txt EX-10.1 2006 STOCK INCENTIVE PLAN EXHIBIT 10.1 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED 2006 STOCK INCENTIVE PLAN 1. PURPOSE OF THE PLAN The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees, directors or consultants will have in the welfare of the Company as a result of their proprietary interest in the Company's success. 2. DEFINITIONS The following capitalized terms used in the Plan have the respective meanings set forth in this Section: (a) APPLICABLE LAWS: All laws, statutes, regulations, ordinances, rules or governmental requirements that are applicable to this Plan or any Award granted pursuant to this Plan, including but not limited to applicable laws of Singapore, the People's Republic of China, the United States and the Cayman Islands, and the rules and requirements of any applicable national securities exchange. (b) ACT: The U.S. Securities Exchange Act of 1934, as amended, or any successor thereto. (c) AFFILIATE: With respect to the Company, any entity directly or indirectly controlling, controlled by, or under common control with, the Company or any other entity designated by the Board in which the Company or an Affiliate has an interest. (d) AWARD: An Option, Stock Appreciation Right or Other Stock-Based Award granted pursuant to the Plan. (e) BENEFICIAL OWNER: A "beneficial owner", as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto). (f) BOARD: The Board of Directors of the Company. (g) CHANGE IN CONTROL: The occurrence of any of the following events: (i) the sale or disposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any "person" or "group" (as such terms are defined in Sections 13(d)(3) or 14(d)(2) of the Act) other than the Permitted Holders; (ii) any person or group, other than the Permitted Holders, is or becomes the Beneficial Owner (except that a person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such 2 right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company (or any entity which controls the Company), including by way of merger, consolidation, tender or exchange offer or otherwise; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company, then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board, then in office. (h) CODE: The U.S. Internal Revenue Code of 1986, as amended, or any successor thereto. (i) COMMITTEE: The Compensation Committee of the Board, or in the absence of a Compensation Committee, the Board. (j) COMPANY: The Yingli Green Energy Holding Company Limited, a company incorporated under the laws of the Cayman Islands. (k) DISABILITY: Inability of a Participant to perform in all material respects his duties and responsibilities to the Company, or any Subsidiary of the Company, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (i) for a period of not less than 90 consecutive days or (ii) such shorter period as the Committee may reasonably determine in good faith. The Disability determination shall be in the sole discretion of the Committee and a Participant (or his representative) shall furnish the Committee with medical evidence documenting the Participant's disability or infirmity which is satisfactory to the Committee. (l) EFFECTIVE DATE: The date the Board approves the Plan, or such later date as is designated by the Board. (m) EMPLOYMENT: The term "Employment" as used herein shall be deemed to refer to (i) a Participant's employment if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant's services as a consultant, if the Participant is consultant to the Company or its Affiliates and (iii) a Participant's services as an non-employee director, if the Participant is a non-employee member of the Board. (n) FAIR MARKET VALUE: On a given date, (i) if there should be a public market for the Shares on such date, the arithmetic mean of the high and low prices of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or if the Shares are not listed or admitted on any national securities exchange, the arithmetic mean of the per Share closing bid price and per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted)(the 3 "NASDAQ"), or, if no sale of Shares shall have been reported on the Composite Tape of any national securities exchange, including the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used, or (ii) if there should not be a public market for the Shares on such date, the Fair Market Value shall be the value established by the Committee in good faith. (o) ISO: An Option that is also an incentive stock option granted pursuant to Section 6(d) of the Plan. (p) LSAR: A limited stock appreciation right granted pursuant to Section 7(d) of the Plan. (q) OTHER STOCK-BASED AWARDS: Awards granted pursuant to Section 8 of the Plan. (r) OPTION: A stock option granted pursuant to Section 6 of the Plan. (s) OPTION PRICE: The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan. (t) PARTICIPANT: An employee, director or consultant who is selected by the Committee to participate and actually participates--whether directly or through a trust, custodial or other similar arrangement approved by the Committee--in the Plan. (u) PERMITTED HOLDER: means, as of the date of determination, (i) the Company or (ii) any employee benefit plan (or trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its voting power of its voting equity securities or equity interest is owned, directly or indirectly, by the Company, (v) PERSON: A "person", as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto). (w) PLAN: This Yingli Green Energy Holding Company Limited 2006 Stock Incentive Plan. (x) SHARES: Ordinary shares of US$0.01 each of the Company. (y) STOCK APPRECIATION RIGHT: A stock appreciation right granted pursuant to Section 7 of the Plan. (Z) SUBSIDIARY: A corporation or other entity of which a majority of the outstanding voting shares or voting power is beneficially owned directly or indirectly by the Company. 3. SHARES SUBJECT TO THE PLAN The total number of Shares which may be issued under the Plan is 3,394,054. Among the total number of Shares which may be issued under the Plan, up to 2,715,243 Shares may be issued for the purpose of granting awards of restricted Shares and up to 678,811 Shares 4 may be issued for the purpose of granting Options. The Shares may consist, in whole or in part, of authorized and unissued Shares, or Shares purchased on the open market. The issuance of Shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares which are subject to Awards which terminate or lapse without the payment of consideration may be granted again under the Plan. 4. ADMINISTRATION The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two individuals who are intended to qualify as "Non-Employee Directors" within the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and an "independent director" as defined in Rule 4200 of the NASDAQ Marketplace Rules (or any successor rule thereto). Notwithstanding the foregoing, at any time prior to the date on which any equity interests of the Company, including, without limitation, the Shares, have been registered under the Act or any other securities laws, members of the current Board, as of the date hereof, may approve and authorize the Company to make an Award to other members of the Board (who shall not vote with respect to such Award) under the Plan, and, prior to such registration, the current Board may approve and authorize the Company to make Awards under the Plan to any other employees, directors or consultants of the Company or any of its Affiliates. Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or its affiliates or a company acquired by the Company or with which the Company combines. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority to establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shall require payment of any amount it may determine to be necessary to withhold for any applicable taxes as a result of the exercise, grant or vesting of an Award. Unless the Committee specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by (a) delivery in Shares or (b) having Shares withheld by the Company from any Shares that would have otherwise been received by the Participant. 5. LIMITATIONS No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date. 6. TERMS AND CONDITIONS OF OPTIONS 5 Options granted under the Plan shall be, as determined by the Committee, non-qualified or incentive stock options for U.S. federal income tax purposes, as evidenced by the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine: (a) Option Price. The Option Price per Share shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of the Shares on the date an Option is granted. (b) Exercisability. Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted. (c) Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii) or (iv) in the following sentence. The purchase price for the Shares as to which an Option is exercised (which shall not be less than the par value of the Shares) shall be paid to the Company in full at the time of exercise at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares or (iv) if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (d) ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code (or any successor section thereto). No ISO may be granted to any Participant who at the time of such grant, owns more than ten percent of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an 6 ISO either (i) within two years after the date of grant of such ISO or (ii) within one year after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition. All Options granted under the Plan are intended to be nonqualified stock options, unless the applicable Award agreement expressly states that the Option is intended to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified stock option granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan's requirements relating to nonqualified stock options. In no event shall any member of the Committee, the Company or any of its Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason as an ISO. (e) Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option. 7. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS (a) Grants. The Committee also may grant (i) a Stock Appreciation Right independent of an Option or (ii) a Stock Appreciation Right in connection with an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in an Award agreement). (b) Terms. The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than the greater of (i) the Fair Market Value of a Share on the date the Stock Appreciation Right is granted or, in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the Option Price of the related Option and (ii) the minimum amount permitted by Applicable Laws. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Stock Appreciation Right. Each Stock 7 Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefore an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. The date a notice of exercise is received by the Company shall be the exercise date. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. Stock Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Stock Appreciation Right is being exercised. No fractional Shares will be issued in payment for Stock Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share. (c) Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability or transferability of Stock Appreciation Rights as it may deem fit. (d) Limited Stock Appreciation Rights. The Committee may grant LSARs that are exercisable upon the occurrence of specified contingent events. Such LSARs may provide for a different method of determining appreciation, may specify that payment will be made only in cash and may provide that any related Awards are not exercisable while such LSARs are exercisable. Unless the context otherwise requires, whenever the term "Stock Appreciation Right" is used in the Plan, such term shall include LSARs. 8. OTHER STOCK-BASED AWARDS The Committee, in its sole discretion, may grant or sell Awards of Shares, Awards of restricted Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares ("Other Stock-Based Awards"). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). 9. ADJUSTMENTS UPON CERTAIN EVENTS 8 Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan: (a) Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares for which Options or Stock Appreciation Rights may be granted during a calendar year to any Participant, (iii) the maximum number of Shares for which Other Stock-Based Awards may be granted during a calendar year to any Participant, (iv) the maximum amount of an Award that is valued in whole or in part by reference to, or is otherwise based on the Fair Market Value of, Shares that may be granted during a calendar year to any Participant, (v) the Option Price or exercise price of any stock appreciation right and/or (vi) any other affected terms of such Awards. (b) Change in Control. In the event of a Change of Control after the Effective Date, (i) if determined by the Committee in the applicable Award agreement or otherwise, any outstanding Awards then held by Participants which are unexercisable or otherwise unvested or subject to lapse restrictions shall automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such Change of Control and (ii) the Committee may, but shall not be obligated to, (A) cancel such Awards for fair value (as determined in the sole discretion of the Committee) which, in the case of Options and Stock Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change of Control transaction to holders of the same number of Shares subject to such Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights) over the aggregate exercise price of such Options or Stock Appreciation Rights or (B) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Committee in its sole discretion or (C) provide that for a period of at least 15 days prior to the Change of Control, such Options shall be exercisable as to all shares subject thereto and that upon the occurrence of the Change of Control, such Options shall terminate and be of no further force and effect. 10. NO RIGHT TO EMPLOYMENT OR AWARDS The granting of an Award under the Plan shall impose no obligation on the Company or any Subsidiary to continue the Employment of a Participant and shall not lessen or 9 affect the Company's or Subsidiary's right to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee's determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated). 11. SUCCESSORS AND ASSIGNS The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant's creditors. 12. NONTRANSFERABILITY OF AWARDS Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant. 13. AMENDMENTS OR TERMINATION The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, (a) without the approval of the shareholders of the Company, if such action would (except as is provided in Section 9 of the Plan), increase the total number of Shares reserved for the purposes of the Plan or change the maximum number of Shares for which Awards may be granted to any Participant or (b) without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of any Applicable Laws. Without limiting the generality of the foregoing, to the extent applicable, notwithstanding anything herein to the contrary, this Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Committee determines necessary or appropriate to comply with the requirements of Section 409A of the Code. 14. JURISDICTIONS 10 In order to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee may, in its sole discretion, may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom applicable in the jurisdiction in which the Participant resides or is employed. Moreover, the Committee may approve such supplements to, amendments, restatements, or alternative versions of the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose; provided, however, that no such supplements, restatements or alternative versions shall increase the Share limitation contained in Section 3 hereof. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted that would violate any Applicable Laws. 15. DISTRIBUTION OF SHARES The obligation of the Company to make payments in Shares pursuant to an Award shall be subject to all Applicable Laws and to any such approvals by government agencies as may be required. Without limiting the generality of the foregoing, Shares distributed pursuant to an Award may consists, in whole or in part, of authorized and unissued Shares, treasury Shares or Shares purchased on the open market. Additionally, in the discretion of the Committee, American Depository Shares may be distributed in lieu of Shares in settlement of any Award, provided that the American Depository Shares shall be of equal value to the Shares that would have otherwise been distributed. If the number of Shares represented by an American Depository Share is other than on a one-to-one basis, the limitations of Section 3 shall be adjusted to reflect the distribution of American Depository Shares in lieu of Shares. 16. TAXES No Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable to the Committee for the satisfaction of any income and employment tax withholding obligations under any Applicable Laws, in particular, the tax laws, rules, regulations and government orders of Singapore, the People's Republic of China or the U.S. federal, state or other local tax laws, as applicable. The Company and each of its Subsidiaries shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant's payroll tax obligations, if any) required to be withheld under any Applicable Laws with respect to any Award issued to the Participant hereunder. The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the return of Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of Shares which may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased form the Participant of such Award after such Shares were acquired by the Participant from the Company) in order to satisfy the Participant's federal, state, local and other income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall, unless specifically approved by the Committee, be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and other income tax any payroll tax purposes that are applicable to such taxable income. 17. CHOICE OF LAW 11 The Plan shall be governed by and construed in accordance with the laws of Singapore. 18. EFFECTIVENESS OF THE PLAN The Plan shall be effective as of the Effective Date and shall terminate ten years later, subject to earlier termination by the Board pursuant to Section 13 hereof. EX-10.2 23 h00847exv10w2.txt EX-10.2 FORM OF EMPLOYMENT AGREEMENT EXHIBIT 10.2 [ENGLISH TRANSLATION] YINGLI GREEN ENERGY HOLDING COMPANY LIMITED FORM OF EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement, dated as of ____________, 2006 (this "Agreement"), is executed by and between YINGLI GREEN ENERGY HOLDING COMPANY LIMITED, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the "Company") and __________ (holding passport of _____________ with passport number of _________) (the "Executive"). RECITALS The Company desires to employ the Executive, and the Executive agrees be employed by the Company, to act as __________ of the Company, all pursuant to the terms and conditions of this Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1. TERM OF EMPLOYMENT 1.1 The Company shall employ the Executive to take the position as set forth in Article 2 hereof, perform the duties and responsibilities as set forth in Article 2 hereof, and render services to the Company during a term of five (5) years commencing on ___________, _____ and ending on __________, ____(the "Term"). The Term may be early terminated pursuant to the provisions of Articles 4 and 5 hereof. 2. POSITION, DUTIES AND RESPONSIBILITIES 2.1 Position. The Executive shall be employed and act as the ______________ of the Company with all responsibilities as set forth in Exhibit A, as well as other responsibilities reasonably assigned by the Company. The Executive may take position in any Affiliate (as defined in Article 2.2 hereof) of the Company. The Executive shall initially take position in Baoding Tianwei Yingli New Energy Co., Ltd., a subsidiary of the Company, and shall initially work in Baoding, Hebei province, China. The entity in which the Executive takes position and the location where the Executive works may be appropriately adjusted according to the operative demands of the Company in the future. The Executive shall use his/her best efforts to perform his/her duties and shall comply with all applicable laws, regulations and rules as well as the bylaws and rules of the Company. The Executive shall adhere to good business ethics and practices and shall not take advantage of his/her position for personal gains. 2.2 For the purpose of this Agreement, "Affiliate" means any individual or entity directly or indirectly controlled by the Company. For the purpose of this Article, "Control" means the direct or indirect possession of the power to direct or cause to direct the management and policies of such individual or entity, whether through ownership of voting securities, by contract or otherwise, including, without limitation, (a) the direct or indirect ownership of 50% or more of the outstanding stocks or other equity interests issued by such entity, (b) direct or indirect ownership of the 50% or more voting power of such entity, or (iii) the power to appoint, directly or indirectly, a majority of the members of the board of directors or other similar decision-making organization of such entity. 2.3 Voting Restriction. If the Executive is elected as a director of the Company, the Executive shall refrain from voting, in his/her capacity of a director of the Company, on matters in relation to his/her employment or termination of his/her employment at meetings of the board of directors of the Company. 2.4 Other Activities. Except with the prior written approval of the Company, the Executive shall not render commercial or professional services of any nature to any person or organization, whether or not for compensation; and the Executive will not directly or indirectly engage, participate, invest, finance or otherwise assist in any business activity that is potentially competitive in any manner with the business of the Company or any Affiliate or any business activity that may cause the Executive to be in conflict of interest with the Company or any Affiliate, whether or not for profit. 3. COMPENSATION AND BENEFITS As full consideration for the services to be provided by the Executive under this Agreement and as full compensation for the obligations and restrictions to be imposed on the Executive by this Agreement, the Company shall pay the Executive, and the Executive agrees to accept, the base salary, stock option and other incentive programs, and other benefits as set forth in this Article 3. 3.1 Base salary. The Company shall pay base salaries to the Executive in the amount and by the means as set forth in Part I of Exhibit B hereof. 3.2 Stock Options And Other Incentive Programs. The Executive shall be eligible to participate in any stock option or other incentive program available to officers or employees of the Company in accordance with the terms and conditions as set forth in Exhibit C hereof. 3.3 Benefits. The Executive will be eligible to receive any benefit as the Company or the Affiliate with which the Executive works generally provides to its other employees of comparable position in accordance with the benefit plans established and amended from time to time at its sole discretion by the Company or such Affiliate. The annual paid leave of the Executive shall be twenty (20) working days. 2 4. TERMINATION BY THE COMPANY. 4.1 Termination for Cause. For purposes of this Agreement, unless otherwise provided under applicable laws, "Cause" will exist at any time after the occurrence of one or more of the following events: (a) the Executive commits willful misconduct or gross negligence in performance of his duties hereunder ("Malfeasance") and fails to correct such Malfeasance within a reasonable period specified by the Company (the "Correction Period") after the Company has sent the Executive a written notice demanding correction within the Correction Period; (b) the Executive seriously violates the internal rules of the Company and fails to correct such violation within a reasonable period specified by the Company (the "Correction Period") after the Company has sent the Executive a written notice demanding correction within the Correction Period; (c) the Executive is convicted by a court of theft, fraud or other criminal offense; or (d) the Executive seriously breaches his/her duty of loyalty to the Company or an Affiliate under the laws of the Cayman Islands, the PRC or other relevant jurisdictions. The Company may terminate the employment of the Executive for Cause at any time without prior written notice. Upon termination, the Company shall pay all compensation of the Executive accrued up to the date of termination pursuant to Article 3 hereof; provided, however, that the Company may deduct and withhold any amount it is entitled to as damages under applicable laws. Thereafter, all obligations of the Company under this Agreement shall terminate. 4.2 Termination By Reason of Death. The employment of the Executive by the Company shall be automatically ceased upon the death of the Executive. In the event that employment of the Executive by the Company terminates as a result of the Executive's death, the Executive's estate or heirs will receive all unpaid compensation accrued as of the date of the termination of the employment as provided in Article 3 hereof; provided that, the Company may deduct and withhold any amount it is entitled to as damages under applicable laws. Thereafter, all obligations of the Company under this Agreement shall terminate. Nothing contained herein shall prevent the estate or heirs of the Executive from being entitled to any interest or other applicable benefits under any life insurance programs (if any). If the death of the Executive occurs during the performance of his/her duties for the Company, the Company shall pay to the appropriate beneficiaries a special compensation at an amount to be determined by the Company which shall not exceed the annual base salary of the Executive as set forth in Article 3.1 hereof. 4.3 Termination By Reason of Disability. In the event that the Executive is entitled to long-term disability benefits of the Company, or in the event that, in the judgment of the Company, the Executive is not able to perform his/her duties for 90 consecutive days or 120 days or longer in a 12-month period due to his/her physical or psychological problems, the Company may terminate the Executive's employment, provided that such termination is permitted by the law. Upon termination, the Company shall pay all compensation of the Executive accrued up to the date of termination pursuant to Article 3 hereof; provided, however, that the 3 Company may deduct and withhold any amount it is entitled to as damages under applicable laws. Thereafter, all obligations of the Company under this Agreement shall terminate. The provisions of this Article 4.3 shall not affect the Executive's rights under any disability program that he/she participates (if any). 5. TERMINATION BY THE EXECUTIVE 5.1 The Executive may voluntarily terminate his/her employment with the Company with or without cause by a three-month prior written notice. During such three-month notice period, the Executive shall continue to perform diligently his/her duties and responsibilities under this Agreement. The Company shall have the discretion to terminate its employment with the Executive prior to the last day of such three-month period; provided that the Company shall have paid the Executive all of his/her compensation accrued through the last day of such three-month period pursuant to Article 3 hereof. Thereafter, the Company's obligations hereunder shall terminate. In such case, the Company shall not be responsible for paying any severance pay or other benefits to the Executive. 6. RESPONSIBILITIES UPON TERMINATION 6.1 Return of Documents. The Executive agrees to promptly return to the Company all documents and materials in any form received by the Executive by virtue of his/her employment with the Company upon or prior to the termination of his/her employment with the Company, including, without limitation, all originals and copies of any Proprietary Information as defined in Article 8 hereof as well as any part thereof, together with all equipment and other tangible or intangible assets of the Company. The Executive agrees not to retain any document or material that contains such Proprietary Information or any copy thereof. 6.2 Survival. The Executive further agrees that (a) all representations, warranties and obligations under Articles 6, 7, 8, 9, 11 and 14 hereof shall survive the termination or expiration of the Term; (b) all representations, warranties and obligations under Articles 6, 7, 8, 9, 11 and 14 hereof shall also survive the termination of this Agreement; and (c) after termination or expiration of the Term, the Executive shall use his/her best efforts to cooperate with the Company in connection with such surviving obligations, including, without limitation to, completion of outstanding work on behalf of the Company, transfer of his/her assignments to designated employees of the Company, and dependence of the Company against claims raised by any third party in connection with any action or negligence of the Executive during his employment with the Company. The Executive also agrees to execute and deliver the Termination Certificate in the form as set forth in Exhibit D hereto prior to the termination of the employment with the Company. 4 7. RESTRICTED ACTIVITIES 7.1 No-use of Proprietary Information. The Executive acknowledges that to conduct any activity restricted in this Article will certainly involve the use or disclosure of Proprietary Information as defined in Article 8 hereof and consequently result in a breach of such Article, and it will be difficult to directly demonstrate a breach of Article 8 hereof. Therefore, in order to prevent the Executive from using or disclosing the Proprietary Information as defined in Article 8 and as a condition to employing the Executive, the Executive agrees that during his/her employment with the Company and for a period of two years after the termination or expiration of the employment, the Executive shall not, directly or indirectly: (a) refer or attempt to refer to any third party any business in which the Company or its Affiliates currently engage or will likely engage or participate, including, without limitation, solicitation or provision of any business or services that are essentially similar to the business of the Company or its Affiliates on behalf of any individual, company or other entity who was then an existing or prospective customer, supplier or partner of the Company or its Affiliates. (b) solicit or employ any person with whom the Company or its Affiliates maintain employment or consulting relation, or otherwise direct or cause any person to terminate his/her employment or consulting relationship with the Company or its Affiliates. 7.2 Non-Competition (a) During the Restrictive Period set forth in Article 7.2(b) hereof, the Executive shall not, directly or indirectly, engage in any manner in any business that may compete with the business of the Company anywhere in the world, and without the prior written consent of the Company, the Executive shall not, directly or indirectly, anywhere in the world, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any person that competes with the Company. (b) In this Article 7.2, "Restricted Period" shall mean: (i) two (2) years after the expiration of the Term in due course; (ii) two (2) years after termination by the Executive of this Agreement without cause as provided in Article 5 hereof prior to the expiration of the Term; or (iii) two (2) years after the termination of this Agreement prior to the expiration of the Term for any other reasons. (c) In the event that the Executive is in breach of the provisions of Article 7.2(a) hereof, the Restricted Period shall be extended by the length of the period of such breach. 5 (d) The Executive acknowledges that the compensation to be paid by the Company shall have contained any and all economic consideration for each and all obligations of the Executive under this Article 7.2. 7.3 Enforceability. Each covenant contained in this Article 7 constitutes an independent covenant, and if any covenant in unenforceable, other covenants shall continue to be valid and binding. In the event the term of any restriction or the territorial restriction contained in this Article 7 is finally determined by a competent court to have exceeded the maximum extent deemed reasonable and enforceable by such court, then this Agreement shall be amended as such to adopt the longest term or largest territory deemed by such court to be enforceable. 7.4 Independent Covenant. All covenants contained in this Article 7 shall be interpreted as a separate agreement independent of other provisions of this Agreement. Any lawsuit or claim brought by the Executive against the Company (whether by virtue of this Agreement or any other agreement) shall not constitute a defense against the enforcement of this Article 7 by the Company. 8. PROPRIETARY INFORMATION 8.1 The Executive agrees that during his/her employment with the Company and within two (2) years after termination of his/her employment with the Company, he/she will keep in strict confidence all Proprietary Information and, without the prior written consent of the Company, will not use or disclose to any individual, entity or company the Proprietary Information other than the use or disclosure for the purposes of performing his/her duties and responsibilities and in favor of the Company to the extent necessary. "Proprietary Information" shall mean any proprietary, confidential or secret information disclosed to the Executive in connection with the Company, the business of the Company, or the parent, subsidiaries, Affiliates, customers or suppliers of the Company or their respective businesses, or any other party to which the Company has confidentiality obligation (the "Related Party") or its business. Such Proprietary Information shall include, without limitation, research material, product plans, products, services, business strategies, personnel information, customer lists, customers, market, technical materials, forecasts, promotion, financial and other business information of the Company or the Related Parties, no matter such information is directly or indirectly disclosed to the Executive in writing, orally, in the form of image or object or otherwise. The Executive understands that the Proprietary Information does not include any of the foregoing that has become known to the public. 9. INTELLECTUAL PROPERTY 9.1 Inventions Retained and Licensed. Exhibit E of this Agreement sets forth all inventions which were made by the Executive prior to his/her employment with the Company (collectively, the "Prior Inventions"), including all processes, inventions, technology, original works of authorship, developments, 6 improvements, formulas, patents, discoveries, copyrights and trade secrets. Such Prior Inventions, which belong to the Executive and are relate to the Company's proposed business, products or research and development, are not assigned to the Company hereunder. In case that there is no Prior Invention listed in Exhibit E hereof, the Executive hereby confirms that no Prior Invention exist. If in the course of his/her employment with the Company, the Executive incorporates into a Company product, process, machine or other project a Prior Invention owned by the Executive or in which the Executive has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use, sell and engage in other actions with respect to such Prior Invention as part of or in connection with such product, process or machine. 9.2 Assignment of Inventions. The Executive agrees that he/she will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, without further compensation, all his/her right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which the Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time the Executive is in the employment of the Company and within twelve (12) months after the termination or expiration of the employment (collectively referred to as "Inventions"), except as provided in Article 9.3 below. The Executive further agrees that all patentable and copyrightable works which are made by the Executive (solely or jointly with others) within the scope of and during the period of his/her employment with the Company, are "works made for hire" and the Executive hereby assigns all proprietary rights, including patent and copyright, in these works to the Company without further compensation. 9.3 Unrelated Inventions. Inventions as referenced to in Article 9.2 hereof does not include inventions which the Executive can demonstrate to be developed entirely on his/her own time without using the Company's equipment, supplies, facilities or trade secret information (the "Unrelated Inventions"), unless those inventions that are either (i) related at the time of conception or reduction to practice of the invention to the Company's business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work performed by Executive for the Company. The Executive agrees to disclose promptly to the Company all such Unrelated Inventions and to provide the Company or its assignee first rights of refusal to license such disclosed Unrelated Inventions within three months after his/her disclosure of such Unrelated Inventions based on commercially negotiated terms. 9.4 Maintenance of Records. The Executive agrees to keep and maintain adequate and current written records of all Inventions made by the Executive (solely or jointly with others) during the term of his/her employment with the Company. 7 The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times. 9.5 Patent and Copyright Registrations. (a) The Executive agrees to assist the Company, or its designee, upon the instruction of the Company, in every proper way to secure the Company's rights in the Inventions and any copyrights, patents or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents or other intellectual property rights relating thereto. (b) The Executive further agrees that his/her obligation to execute or cause to be executed any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of the Executive's mental or physical incapacity or for any other reason to secure his/her signature to apply for or to pursue any application for any domestic or foreign patents or copyright registrations covering Inventions assigned to the Company as above, then the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his/her agent and attorney in fact, to act for and in his/her behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by the Executive. 10. INFORMATION OF PREVIOUS EMPLOYER 10.1 The Executive agrees that during his/her employment with the Company he/she will not inappropriately use or disclose any proprietary information or trade secrets owned by any previous employer of the Executive or any other individual or entity obtained prior to his/her employment with the Company, nor will he/she bring to the Company any such non-public document or proprietary information. 11. INFORMATION OF THIRD PARTIES 11.1 The Executive hereby acknowledges that the Company has received and may continue to receive from third parties confidential or proprietary information. The Executive agrees to keep in strict confidence such all of such confidential or proprietary information in his/her possession and to refrain from using or 8 disclosing to any individual, entity or company such confidential or proprietary information, except that such use or disclosure is in compliance with the agreement between the Company and such third party and is necessary for the performance of relevant work on behalf of the Company. 12. NO-CONFLICT 12.1 The Executive represents and warrants that the execution by the Executive of this Agreement, the employment with the Company, and the performance by the Executive of his/her duties and responsibilities pursuant to this Agreement will not breach any of his/her legal or contractual obligation to any prior employer of the Executive or any other parties, including, without limitation, any obligation in respect of proprietary or confidential information or intellectual property rights of such party. 13. FOREIGN CORRUPTION ACT 13.1 The Executive agrees to diligently adhere to the Foreign Corrupt Practices Act attached as Exhibit F hereof. 13.2 The Executive agrees and promises not to provide or offer any remuneration, gift, service or article of value to any government officials (including working stuff or employees of any government or administrative agencies, political parties or candidates) of any country for any reason. The Executive further agrees and promises that the Executive will not accept any remuneration in the form of cash or other tangible objects from any person in performing his/her duties under this Agreement other than the compensation specified in Article 3 of this Agreement. The Executive promises that all conducts of the Executive under this Agreement shall be in compliance with all relevant laws, regulations and administrative rules of the People's Republic of China at all times. 14. MISCELLANEOUS 14.1 Continuing Obligation. If the Executive is employed by any existing or future Affiliate of the Company at any time, or provides services to such Affiliate, or otherwise retained by such Affiliate, then the obligations under this Agreement shall continue to apply. Any reference to the Company shall include such Affiliate. In the event that this Agreement expires or terminates for any reason, the Executive shall immediately resign from any position at such Affiliate of the Company, unless otherwise required by the Company. 14.2 Notice to Employer. The Executive hereby authorizes the Company to notify the relevant provisions of this Agreement and the Executive's obligations under this Agreement to the actual or future employer of the Executive (including the Affiliate with which the Executive will work). 14.3 Right to Name and Image. The Executive hereby authorizes the Company to use, or authorize any other person to use, once or from time to time during his/her 9 employment with the Company, the names, photos, images (including cartoons), voices and resume of the Executive as well as photocopies and duplicates thereof in any media now known or developed in the future (including but not limited to movies, videos, digital or any other electronic media) for purposes as may be deemed appropriate by the Company. 14.4 Legal Fees. In any dispute arise from or in connection with this Agreement, the winning party shall be entitled to be reimbursed for reasonable legal fees. 14.5 Amendments, Extension and Waiver. This Agreement may not be amended, revised, extended or terminated unless by a written instrument executed by the Executive or a duly authorized representative of the Company (excluding the Executive). Any failure or delay to assert any right, remedy or power shall not be construed as a waiver of such right, remedy or power. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. 14.6 Transfer; Successors and Assigns. The Executive agrees that he/she will not transfer, sell, assign or otherwise dispose of (whether voluntarily, involuntarily or by operation of law) any rights or interests under this Agreement, and the rights of the Executive shall not be subject to any security interest or creditors' claims. Any such transfer, assign or other disposal shall be invalid. Nothing contained in this Agreement shall prevent the Company from merging into or with any other company or selling all or substantially all of the assets of the Company, or transfer this Agreement or any obligation under this Agreement. In the event of any change in the ownership interest or the control of the Company, the provisions of this Agreement shall continue to apply and shall be binding upon any successors. Notwithstanding and subject to the foregoing, this Agreement shall be valid and binding upon, and inure to the benefit of, the successor, representative, heirs and permitted assigns of each party, and shall not vest in any other individual or entity any interest. 14.7 Notice. All notices or other communications under this Agreement shall be made in writing and delivered to the following addresses or any other addresses designated by each party in writing from time to time: To the Company: Address: 3055 Fuxing Middle Road, Baoding City, Hebei Province, China Postal Code: 071051 Fax: _______________________ Attention of: _______________________ To the Executive: 10 Address: _______________________ Fax: _______________________ Attention of: _______________________ Any notice shall be deemed to have been delivered: (a) If by hand or courier, on the date of actual delivery; (b) If by prepaid and registered mail, on the fourth business days after the date of dispatch; or (c) If by fax, on the date on which the fax is transmitted (as evidenced by the confirmatory report with fax number, pages transmitted and date of transmission). 14.8 Severability; Enforceability. If all or any portion of any provision of this Agreement as applied to any person, to any place or to any circumstance shall be ruled by an arbitration commission or a court of competent jurisdiction to be invalid, illegal or incapable of being enforced, the same shall in no way affect (to the maximum extent permissible by Law) that provision or the remaining portions of that provision as applied to any parties, places or circumstances or any other provisions of this Agreement or the validity or enforceability of this Agreement as a whole. 14.9 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the People's Republic of China. 14.10 Language. This Agreement is written and executed in Chinese. 14.11 Originals. This Agreement is executed by the parties in two originals. Each of the parties will hold one original, and the two originals shall be equally valid. The Executive acknowledges that (a) he/she has consulted or has the opportunity to consult with independent counsel of his choice regarding this Agreement, and the Company has suggested that he do so and (b) he/she has read and understands this Agreement, fully understands its legal effect, and has entered into this Agreement voluntarily in his/her own judgment. The Executive hereby agrees that the obligations under Articles 7, 8 and 9 hereof and the definition of the Proprietary Information contained in those provisions shall also apply to the Proprietary Information relating to any work performed for the Company prior to the execution of this Agreement. [Signatures on the Next Page] 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. EXECUTIVE By: ------------------------------------ Name: ---------------------------------- YINGLI GREEN ENERGY HOLDING COMPANY LTD. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- 12 EX-10.3 24 h00847exv10w3.txt EX-10.3 JOIN VENTURE CONTRACT EXHIBIT 10.3 [ENGLISH TRANSLATION] Execution Copy DATED AUGUST 25, 2006 BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD. AND YINGLI GREEN ENERGY HOLDING COMPANY LIMITED JOINT VENTURE CONTRACT CONTENTS

SECTION PAGE - ------- ---- 1. DEFINITIONS.......................................................... 3 2. PARTIES TO THE CONTRACT.............................................. 5 3. ESTABLISHMENT OF THE JV COMPANY...................................... 6 4. PURPOSES AND SCOPE OF BUSINESS....................................... 7 5. TOTAL INVESTMENT AND REGISTERED CAPITAL.............................. 8 6. TRANSFER AND INCREASE OF REGISTERED CAPITAL AND SUBSCRIPTION RIGHT... 8 7. RESPONSIBILITIES OF THE PARTIES...................................... 13 8. BOARD OF DIRECTORS................................................... 14 9. SUPERVISORS.......................................................... 16 10. OPERATION AND MANAGEMENT ORGANIZATIONS............................... 17 11. LABOR MANAGEMENT..................................................... 18 12. FINANCIAL AFFAIRS AND ACCOUNTING..................................... 19 13. INSURANCE............................................................ 21 14. CONFIDENTIALITY...................................................... 21 15. JOINT VENTURE TERM................................................... 22 16. TERMINATION AND DISSOLUTION.......................................... 23 17. FORCE MAJEURE........................................................ 25 18. DISPUTES RESOLUTION.................................................. 25 19. APPLICABLE LAW....................................................... 26 20. MISCELLANEOUS PROVISIONS............................................. 26

-2- This Joint Venture Contract (the "CONTRACT") is signed on August 25, 2006 in Baoding, Hebei, People's Republic of China BY AND BETWEEN (1) BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD. ("PARTY A"), a company limited by shares duly established and validly existing under the laws of the People's Republic of China (the "PRC") and having its legal address at No. 28, Jing Xiu Street, Baoding, Hebei, and its mailing address at No. 2222, West Tian Wei Road, Baoding, Hebei; Tel: 0312-3308511; Fax: 0312-3230382; AND (2) YINGLI GREEN ENERGY HOLDING COMPANY LIMITED ("PARTY B"), a legal person duly established and validly existing under the laws of the Cayman Islands and having its legal address at Century Yard, Cricket Square, Hutchins Drive, PO Box 2681 GT, George Town Cayman, British West Indies, and its mailing address at No. 3055, Middle Fuxing Road, National High-tech Zone, Baoding, Hebei, PRC. (Party A and Party B are hereinafter collectively referred to as the "PARTIES" and individually, a "PARTY".) WHEREAS (1) Baoding Tianwei Yingli New Energy Resources Co., Ltd. (the "COMPANY") is a limited liability company duly established and validly existing under the laws of the PRC and having its legal address at No. 3055, Middle Fuxing Road, Baoding, with the registered capital of RMB 100,000,000; (2) Baoding Yingli Group Co., Ltd. ("YINGLI GROUP") has entered into an Equity Purchase Agreement with Party B on the same date hereof (the "EPA"). According to the EPA, Yingli Group has agreed to sell to Party B, and Party B has agreed to purchase from Yingli Group, the 51% equity interest Yingli Group holds in the Company; (3) In connection with the sale and purchase of the equity interest pursuant to the EPA, the Parties agree to convert the Company into a Sino-foreign equity joint venture company (the "JV COMPANY"). NOW, THEREFORE In consideration of the foregoing premises, in accordance with the Company Law of the People's Republic of China, the Law of the People's Republic of China on Sino-Foreign Equity Joint Venture Enterprises and its implementing regulations and other relevant PRC laws and regulations, adhering to the principles of equality and mutual benefit and through friendly consultations, the Parties hereby agree as follows: 1. DEFINITIONS -3- Unless the provisions of this Contract provide otherwise, the following terms shall have the meanings set forth below: "AFFILIATE" means, in relation to either of the Parties, a company, individual or any other entity directly or indirectly controlling, controlled by, or under common control with, such a Party. For the purpose of this definition, "CONTROL", when used with respect to any entity, means the power to control, or cause others to control, the operation or management of such an entity, whether through the ownership of registered capital, by contract or otherwise, or the power to appoint the manager or majority of the members of the board of directors, management committee or equivalent decision making body of such an entity. "APPROVAL AUTHORITY" means the Ministry of Commerce of the PRC or its local counterpart in Hebei Province which is authorized by the Ministry of Commerce to examine and approve this Contract, the Articles of Association and any amendments or supplements hereto and thereto. "ARTICLES OF ASSOCIATION" means the articles of association of the JV Company entered into by the Parties together with this Contract on the date hereof. "BOARD" means the board of directors of the JV Company. "BUSINESS LICENCE" means the JV Company's business licence issued by the Registration Authority in connection with the conversion of the Company into the JV Company. "EXERCISE NOTICE" shall have the meaning provided in Section 6.3.1. "SWAPPED EQUITIES" shall have the meaning provided in Section 6.3.1. "CHINA" or "PRC" means the People's Republic of China. "DATE OF ESTABLISHMENT" shall have the meaning provided in Section 3.1. "JV COMPANY" means the Sino-foreign joint venture limited liability company converted from the Company by Party A and Party B pursuant to this Contract. "JOINT VENTURE TERM" means the term of the JV Company set forth in Section 14.1. "MANAGEMENT PERSONNEL" means the Chief Executive Officer, the Chief Financial Officer, the departmental managers and other personnel designated by the Board as Management Personnel. "QUALIFIED STOCK EXCHANGE" means (i) New York Stock Exchange; (ii) Shanghai Stock Exchange, and (iii) any other international recognized stock exchange or automated quotation system outside the PRC. "REGISTRATION AUTHORITY" means the State Administration for Industry and Commerce of the PRC or its authorized local counterpart in Hebei Province in charge of the registration of the JV Company. -4- "RENMINBI" or "RMB" means the official currency of the PRC. "U.S. DOLLARS" or "US$" means the official currency of the United States of America. 2. PARTIES TO THE CONTRACT 5.1 THE PARTIES The Parties to this Contract are as follows: (a) Party A Name: BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD. Country of registration: China Legal address: No. 28, Jing Xiu Street, Baoding, Hebei Mailing address: No. 2222, West Tian Wei Road, Baoding, Hebei, China Legal representative: Name: Ding Qiang Title: Chairman Nationality: Chinese (b) Party B Name: YINGLI GREEN ENERGY HOLDING COMPANY LIMITED Country of registration: Cayman Islands Legal address: Century Yard, Cricket Square, Hutchins Drive, PO Box 2681 GT, George Town Cayman, British West Indies Mailing address: No. 3055, Middle Fu Xing Road, Baoding, Hebei, China Legal representative: Name: Miao Lian Sheng Title: Director Nationality: Chinese 5.2 REPRESENTATIONS AND WARRANTIES 2.2.1 Party A hereby represents and warrants that: (a) it is a company limited by shares duly established and validly existing under the laws of the PRC in good standing and has the full powers and authority to conduct the business within the scope of its business licence; -5- (b) it has the authority to enter into and perform this Contract and the transaction contemplated by this Contract; (c) it has taken the requisite corporate actions to authorize the signing of this Contract and, the authorization and performance of this Contract and the transaction contemplated hereby do not and will not require any other company procedures of Party A unless otherwise provided in relevant laws, regulations and administrative rules of the PRC or the rules of Qualified Stock Exchanges. Upon approval by the Approval Authority, its obligations hereunder shall become valid and binding, and Party B shall have the right to require it to perform this Contract according to the terms hereof; and (d) the execution and performance of this Contract will not violate its articles of association, any of its outstanding commitments or obligations, contractual or otherwise, or any of the currently effective laws, regulations, decrees or policies of the PRC. 2.2.2 Party B hereby represents and warrants that: (a) it is a company duly established and validly existing under the laws of the Cayman Islands; (b) it has the authority to enter into and perform this Contract and the transaction contemplated by this Contract; and (c) it has taken the requisite corporate actions to authorize the signing of this Contract and, the authorization and performance of this Contract and the transaction contemplated hereby does not and will not require any other company procedures of Party B unless otherwise provided in relevant laws and regulations of the Cayman Islands or the Qualified Stock Exchanges. Upon approval by the Approval Authority, its obligations hereunder shall be valid and binding, and Party A shall have the right to require it to perform this Contract according to the terms hereof; and (d) the execution and performance of this Contract will not violate its articles of association, any of its outstanding commitments or obligations, contractual or otherwise, or any of the currently effective laws, regulations, decrees or policies of the Cayman Islands. 2.2.3 Each Party shall indemnify the other Party and the JV Company against any and all losses that arise from any representations or warranties made by such Party in this Section that are proven to be untrue, incomplete, misleading or inaccurate in any material respect. 3. ESTABLISHMENT OF THE JV COMPANY 5.1 ESTABLISHMENT 3.1.1 The issuance date of the Business Licence shall be the date of establishment of the JV Company ("DATE OF ESTABLISHMENT"). -6- 5.2 NAME, ADDRESS AND BRANCHES 3.2.1 The name of the JV Company shall be Baoding Tianwei Yingli New Energy Resources Co., Ltd. in English and (Chinese Characters) in Chinese. 3.2.2 The legal address of the JV Company shall be No. 3055, Middle Fuxing Road, National High-tech Zone, Baoding, Hebei, PRC. 3.2.3 The JV Company may, in accordance with its needs and upon approval by the Board and the Approval Authority, establish subsidiaries, branch offices or representative offices inside or outside the PRC. 5.3 LIMITED LIABILITY COMPANY The organizational form of the JV Company shall be a limited liability company. Unless otherwise agreed in writing, once a Party has paid in full its contribution to the registered capital of the JV Company, it shall not be required to provide any further funds to the JV Company, or on behalf of the JV Company to any third party, by way of contribution, loan, advance, guarantee or otherwise. If the Parties have fully paid in their subscribed capital contribution to the JV Company, creditors of the JV Company shall have recourse only to the assets of the JV Company and shall not seek repayment from either of the Parties. 5.4 LAWS AND DECREES The JV Company shall be a legal person established under the laws of the PRC. The activities of the JV Company shall be governed and protected by the relevant published laws and regulations of the PRC. 4. PURPOSES AND SCOPE OF BUSINESS 5.1 PURPOSES OF BUSINESS The business purposes of the JV Company are as follows: (a) The objective of the Parties in converting the Company into the JV Company is to improve the efficiency of production and operation of the Company and to actively participate in the development of the PRC new energy resource industry to a greater extent; (b) The Parties also desire that the JV Company improve the competitive position of its products on the domestic and international markets by improving product quality, continuously developing products that satisfy the needs of the JV Company's customers and improving economic efficiency and thereby maximize economic returns to the Parties. 5.2 SCOPE OF BUSINESS The business scope of the JV Company is as follows: -7- Development, production and sale of silicon solar cells and related products or accessories; exportation of self-produced products and technologies; importation of raw materials, instrument, mechanical equipment, components and accessories and technologies that are necessary for the JV Company's operation (except goods that the state designates specific companies to deal with or prohibits import or export); processing with imported materials, processing and assembly with supplied materials and parts, and compensation trade; design, installation and construction of solar energy photovoltaic electricity plants. (Operation of any business within the business scope that the law or administrative regulations require relevant approvals shall not start before such approvals are obtained in accordance with the law.) 5. TOTAL INVESTMENT AND REGISTERED CAPITAL 5.1 TOTAL INVESTMENT The amount of the total investment of the JV Company is three hundred million Renminbi (RMB300,000,000). 5.2 REGISTERED CAPITAL The amount of the registered capital of the JV Company is one hundred million Renminbi (RMB100,000,000). 5.3 CONTRIBUTIONS TO REGISTERED CAPITAL The registered capital of the JV Company has been fully paid up. Of the total amount of the registered capital, the subscribed amount and percentage (the "CONTRIBUTION PERCENTAGE") of capital contribution of each Party are as follows: (a) Party A subscribed for forty-nine million Renminbi (RMB49,000,000), corresponding to 49% of the equity interest in the JV Company. (b) Party B subscribed for fifty-one million Renminbi (RMB51,000,000) in equivalent U.S. Dollars, corresponding to 51% of the equity interest in the JV Company. As agreed upon by both Parties, if Party B fails to complete its initial pubic offering and list its shares on a Qualified Stock Exchange, the Parties shall re-negotiate the percentages of equity interest they hold in the JV Company. 6. TRANSFER AND INCREASE OF REGISTERED CAPITAL AND SUBSCRIPTION RIGHT 5.1 TRANSFER OF REGISTERED CAPITAL 6.1.1 (a) If either Party (the "TRANSFERRING PARTY") desires to transfer all or part of its registered capital in the JV Company to any third party, the Transferring Party shall give the Board and the other Party (the "NON-TRANSFERRING PARTIES") a written notice (the "TRANSFER NOTICE") of its intent to do so; -8- (b) The Transfer Notice shall: (i) specify the percentage of the registered capital of the JV Company that the Transferring Party intends to transfer (the "OFFERED SHARE PERCENTAGE"); and (ii) specify the price at which the Transferring Party intends to transfer the Offered Share Percentage (the "OFFERED SHARE PERCENTAGE PRICE"), the third party who desires to purchase the Offered Share Percentage (the "PROPOSED TRANSFEREE"), the method of payment, the terms and conditions of the payment, and other principal terms. (c) The Non-Transferring Party shall have a pre-emptive right to purchase the Offered Share Percentage. The Non-Transferring Party shall inform the Transferring Party in writing within thirty (30) days of receipt of the Transfer Notice whether it desires to purchase the Offered Share Percentage. If the Non-Transferring Party accepts the proposed sale offer of the Offered Share Percentage (the "OFFER"), such Non-Transferring Party shall purchase all of the Offered Share Percentage. (d) If the Non-Transferring Party accepts the Offer in writing ("WRITTEN ACCEPTANCE") within the thirty (30) day period in sub-paragraph (c) above, the Parties shall use their best endeavors to procure the approval of the Approval Authority for the transfer of the Offered Share Percentage to the Non-Transferring Party and shall use their respective best endeavors to effect such transfer. (e) If the Transferring Party has not received any written acceptance of the Offer from the Non-Transferring Party by the end of the thirty (30) day period in sub-paragraph (c) above, the Non-Transferring Party shall be deemed to have given its consent to the transfer of the Offered Share Percentage by the Transferring Party to the Proposed Transferee and the Transferring Party may transfer the Offered Share Percentage to the Proposed Transferee within sixty (60) days after the expiration date of the thirty (30) day period in sub-paragraph (c) above. (f) If the Non-Transferring Party is deemed to have consented to the transfer by the Transferring Party to the Proposed Transferee pursuant to Section 6.1.1 (e), the Non-Transferring Party shall: (i) sign a statement consenting to the transfer and waiving its pre-emptive right of purchase; (ii) procure each of the directors it appoints to the Board to vote in favour of the board resolutions proposing the transfer, the amendments of the Articles of Association and the relevant ancillary agreements; (g) Any transfer by the Transferring Party to the Proposed Transferee pursuant to Section 6.1.1 (e) shall not be at a price lower than, or on terms more favourable than, those offered in the Transfer Notice. -9- (h) Details of any purchase/transfer made in accordance with Section 6.1.1 (e) (and any amendment to this Contract (if any) required as a result thereof) shall be submitted by the JV Company to the Approval Authority for examination and approval. The Parties agree to use their respective best endeavors to procure the relevant approvals as soon as practicable. Upon receipt of the approval of the Approval Authority, the Parties shall procure the JV Company to register the change in ownership of the registered capital with the Registration Authority and issue new investment certificates to the Parties to reflect the adjusted shareholdings, upon cancellation of the existing investment certificates. 6.1.2 The Parties agree that the Transferring Party may transfer all or part of its shares in the registered capital of the JV Company to any of its Affiliates, and the Non-Transferring Party shall consent to such transfers. In such an event, the Transferring Party shall notify the Non-Transferring Party in written form of the proposed transfer. The Non-Transferring Party shall take all actions as may be necessary to effect such a transfer, including but not limited to signing the letters or contracts consenting to such a transfer and waiving any pre-emptive right of purchase as required by the Transferring Party, and shall procure that all of the directors it appoints to the Board vote affirmatively in favour of a Board resolution approving such a transfer. Notwithstanding the above, neither Party may implement any transfer pursuant to this Section 6.1.2 before the completion of Party B's initial pubic offering and listing of Party B's shares on a Qualified Stock Exchange, unless otherwise agreed upon by the other Party in writing. 6.1.3 Neither Party shall mortgage, pledge, charge or otherwise encumber all or part of its shares in the registered capital of the JV Company without the prior written consent of the other Party. 5.2 INCREASE OF REGISTERED CAPITAL 6.2.1 During the term of the JV Company, upon approval by the Board and the Approval Authority, the registered capital of the JV Company may be increased or decreased in accordance with the capital requirements of the JV Company's business scale. Any increase or decrease of the registered capital of the JV Company shall be resolved unanimously by all the directors present at a meeting of the Board. 6.2.2 As further agreed upon by both Parties, if Party B subscribes for additional capital of the JV Company with proceeds from private placements prior to Party B's initial public offering or with proceeds from Party B's public offerings, both Parties shall cause all the directors they appoint to the Board to vote in favour of the relevant Board resolutions proposing the increase of the registered capital, sign all the necessary legal documents (including but not limited to any amendments to the joint venture contracts and the Articles of Association concerning the increase of the registered capital) and take all necessary actions (including but not limited to procure the JV Company to carry out the approval and registration procedures concerning the increase of the registered capital). -10- Under the above circumstances, the Board shall have the JV Company valued by an independent asset valuer in accordance with the internationally accepted valuation method and the relevant laws and regulations of the PRC. Both Parties agree that the percentage of the equity interest held by Party B in the JV Company following the capital increase shall be calculated according to the following formula: Percentage of Party B's equity interest in the JV Company immediately after the capital increase = Percentage of Party B's equity interest in the JV Company immediately before the capital increase + Amount of Party B's contribution x (1 - Percentage of Party B's equity interest in the JV Company immediately before the capital increase) / Fair market value of the JV Company. The Parties hereby confirm that, upon the completion of the private placements by Party B, the "fair market value of the JV Company" in the above formula shall be the expected total value of the JV Company immediately following Party B's contribution to the increased registered capital of the JV Company with the proceeds of private placements; and upon the completion of the public offerings by Party B, the "fair market value of the JV Company" in the above formula shall be the expected total value of the JV Company immediately following Party B's contribution to the increased registered capital of the JV Company with the proceeds of public offerings. For the avoidance of doubt, the Parties hereby further confirm that the dilution of Party A's equity interest in the JV Company as a result of Party B's contribution to the increased registered capital in accordance with the above formula shall be proportional to the dilution of the equity interest in the JV Company held by Party B before the registered capital increase. Party B agrees to timely communicate with Party A and jointly implement the private placements prior to its initial public offering. 6.2.3 Unless otherwise agreed upon in writing, both Parties shall have the right to subscribe for the increased registered capital of the JV Company (the "INCREASED REGISTERED CAPITAL") in proportion to their respective equity interests in the JV Company as of the date of the Board resolution. Each Party shall pay up its contribution to the Increased Registered Capital within thirty (30) days upon the issuance of the approval by the Approval Authority. If either Party (the "WAIVING PARTY ") (i) waives its right to subscribe for all or part of the Increased Registered Capital it is entitled to by written notice to the Board, or (ii) fails to duly contribute its proportion of any part of the Increased Registered Capital within thirty (30) days upon the approval by the Approval Authority, the other party (the "SOLE CONTRIBUTING PARTY") shall have the right (but not the obligation) to fully subscribe for all or part of the Increased Registered Capital waived or failed to be contributed by the Waiving Party. Under such circumstances, the Board shall have the JV Company valued by an independent asset valuer, in accordance with internationally accepted valuation method and the relevant laws and regulations of the PRC. Both parties agree that the percentage of the equity interest held by the Sole Contributing Party in the JV Company following the capital increase shall be calculated according to the following formula: -11- Percentage of the Sole Contributing Party's equity interest in the JV Company immediately after the capital increase = Percentage of the Sole Contributing Party's equity interest in the JV Company immediately before the capital increase +Amount of capital contribution made by the Sole Contributing Party x (1 - Percentage of the Sole Contributing Party's equity interest in the JV Company immediately before the capital increase) / Fair market value of the JV Company The Parties hereby confirm that the "fair market value of the JV Company" in the above formula shall be the expected total value of the JV Company immediately after the Sole Contributing Party's contribution to the increased registered capital of the JV Company. Both Parties undertake to sign all necessary legal documents (including but not limited to the amendments to the joint venture contracts and the Articles of Association concerning the registered capital increase) and take all necessary actions to complete the increase of the registered capital under Section 6.2.3 (including but not limited to procure the JV Company to carry out the approval and registration procedures concerning the registered capital increase) 5.3 SUBSCRIPTION RIGHT 6.3.1 Both Parties agree that, subject to the conditions that (i) Party A or its Affiliate (the same applies below) obtains all necessary approvals from the Chinese government, and (ii) Party B completes its initial public offering and its shares are listed on a Qualified Stock Exchange, Party A shall have the right to sell to Party B all the equity interest then held by Party A in the JV Company (the "SWAPPED EQUITY") as consideration for, and in exchange of, Party B's shares (the "SUBSCRIPTION RIGHT"). 6.3.2 Subject to the provision of this Section 6.3, relevant PRC laws, laws of the jurisdiction where Party B is located, laws of the jurisdiction where Party B's shares are listed, laws of the jurisdiction where the Qualified Stock Exchange is located and the rules of such Qualified Stock Exchange, Party A may, within one month of the first date on which all of the conditions provided in Section 6.3.1 are satisfied, send to Party B a written notice (the "EXERCISE NOTICE") requesting sale of the Swapped Equity as consideration for, and in exchange of, Party B's shares. The Exercise Notice issued by Party B shall be accompanied by copies of all necessary approvals of the Chinese government for Party A to exercise the Subscription Right that have been obtained, legal opinions of Party A's PRC counsel confirming that all necessary approvals of the Chinese government for Party A to exercise the Subscription Right have been obtained, and all other necessary documents. 6.3.3 Party A shall have the Swapped Equity held by Party A valued by an asset valuer reasonably accepted by Party B in accordance with the internationally accepted valuation methods and relevant laws and regulations of the PRC. The asset valuation result shall be acknowledged by both Parties and undergo the procedures required by the laws of the PRC (if any). Party A shall consult with Party B to determine the value of the Swapped Equity on the basis of the asset valuation result. -12- 6.3.4 Concurrent with transfer of Swapped Equity by Party A to Party B in accordance with the Exercise Notice, Party B shall issue to Party A new common shares of Party B according to the following formula. The number of new common shares to be issued to Party A by Party B shall be: Number of shares to be issued to Party A by Party B = the total number of shares of Party B at the time x (Percentage of the Swapped Equity in the JV Company / Percentage of the equity interest held by Party B in the JV Company) For the avoidance of doubt, the Parties hereby further confirm that the percentage of equity interest held indirectly by Party A in the JV Company through Party B after Party A exercises the Subscription Right in accordance with this Section 6.3 is equal to the percentage of equity interest held directly by Party A in the JV Company immediately before the exercise of the Subscription Right. 6.3.5 After Party A issues the Exercise Notice, both Parties shall sign all the necessary documents (including but not limited to an equity purchase agreement between both Parties regarding the equity interest of the JV Company and a share subscription agreement between both Parties regarding issuance of new common shares), take all necessary actions and procure all necessary approvals from, consents of, registrations and filings with governmental and regulatory authorities, to make Party A the legal and beneficial owner of the shares issued by Party B and to make Party B the legal and beneficial owner of the Swapped Equity. Both Parties agree that exercise of the Subscription Right shall be governed by the equity purchase agreement and share subscription agreement to be signed by the Parties at the time, but the share subscription agreement shall be consistent with the principles set forth in Section 6.3 hereof. 6.3.6 Upon execution of the agreements provided in Section 6.3.5 above, Party A shall work in cooperation with Party B to take all necessary procedures required by the laws of the PRC, including procedures for the conversion of the JV Company into a wholly foreign owned enterprise. 6.3.7 Both Parties agree that if Party A fails to exercise the Subscription Right within three hundred (300) days from the date of the completion of Party B's initial public offering and listing of its shares on a Qualified Stock Exchange, Party A may request Party B to purchase all equity interest held by Party A in the JV Company at the time. Party B will undertake to use its best efforts to assist Party A in completing the transfer of such equity interest held by Party A in the JV Company. The specific manner and price of the transfer shall be negotiated by both Parties based on the fair market value and in accordance with applicable laws and regulations of the PRC. 7. RESPONSIBILITIES OF THE PARTIES 5.1 RESPONSIBILITIES OF PARTY A AND PARTY B 7.1.1 In addition to its other obligations under this Contract, Party A shall: -13- (a) assist the JV Company in obtaining the approvals, permits and licences necessary for the establishment and operation of the JV Company; (b) assist the JV Company in procuring Renminbi by way of loans or otherwise as and when requested by the Board; (c) assist the JV Company with the procedures for the import of necessary machinery and equipment, materials and supplies, and arrange the inland transportation thereof; (d) assist the JV Company in exploring the domestic market and procuring information to promote sales of the products of the JV Company in the domestic market; (e) assist the employees of the JV Company recruited outside China in obtaining entry visas and work permits and assist the personnel of the JV Company travelling abroad for training to go through the necessary procedures in China; and (f) assist the JV Company in opening Renminbi and foreign exchange bank accounts in China. 7.1.2 In addition to its other obligations under this Contract, Party B shall: (a) assist the JV Company in obtaining the approvals, permits and licences necessary for the establishment and operation of the JV Company; and (b) assist the JV Company in exploring the international market and procuring information to promote sales of the products of the JV Company in the international market. 8. BOARD OF DIRECTORS 5.1 DIRECTORS AND CHAIRMAN 8.1.1 The Board shall consist of seven (7) directors, three (3) of whom shall be appointed by Party A, and four (4) of which shall be appointed by Party B. Each Party shall promptly notify the Board if it replaces its appointee(s) to the Board. During the term of this Contract, if the capital contribution percentages of the Parties change, the Parties shall amend this Contract accordingly, including, without limitation, making appropriate changes to the composition of the Board and the number of directors to be appointed by each Party as agreed upon by the Parties at that time. 8.1.2 Each director shall be appointed for a term of three (3) years and may serve consecutive terms if reappointed by the Party that originally appointed her or him. A director may be removed by her or his appointing Party. The term of appointment of the members of the initial Board shall commence on the issuance date of the Business Licence. If a seat on the Board is vacated due to retirement, resignation, illness, disability or death of a director or his removal by the Party that originally appointed her or him, the Party that originally appointed her or him shall appoint a successor to serve the term of such director. -14- All the directors of the JV Company shall act in accordance with the resolutions of the Board, and shall not engage in any action to jeopardize the interest of the JV Company. 8.1.3 A director appointed by Party A shall serve as the chairman of the Board and a director appointed by Party B shall serve as the vice chairman of the Board. The chairman shall be the legal representative of the JV Company. 5.2 POWERS OF THE BOARD The Board shall be the highest authority of the JV Company, deciding all important matters of the JV Company. 5.3 MEETINGS OF THE BOARD 8.3.1 Each director shall have one vote and the chairman of the Board shall have no casting vote. Meetings can be convened by directors through telephone or video, so long as the attendance of directors satisfies the quorum requirements and each director could be clearly heard during the meeting. 8.3.2 Each Board meeting requires a quorum of two-thirds (2/3) or more of all the directors of the JV Company attending the meeting in person (including attending via telephone or videoconference) or by proxy. Resolutions adopted at any Board meeting where the quorum is not satisfied are invalid. If the quorum is not satisfied at a duly convened Board meeting, the director presiding over the meeting shall postpone the meeting to a working day within seven (7) working days from the originally scheduled meeting date, and notify in writing all the directors of the postponement. If any director fails to attend or appoint a proxy to attend the postponed Board meeting, such director shall be deemed to be present at the meeting (but deemed to have waived his or her voting rights) and shall be included in calculating the quorum. 8.3.3 The Board shall convene at least one (1) meeting every quarter. The Board meetings shall be convened and presided over by the chairman of the Board or, in his absence, by the vice chairman or, in the absence of the vice chairman, by a director elected by half or more of the directors. A prior written notice of no less than five (5) days (which shall include notification as to time, place and the agenda of the meeting) shall be sent by telex, fax or registered mail to each director. Minutes of each Board meeting shall be sent to all the members of the Board and shall be signed by all the directors who have attended such a meeting 8.3.4 If a director is unable to attend a Board meeting, she or he shall appoint another person in writing to attend and vote at the meeting as her/his proxy. 8.3.5 Upon the written request of no less than one third (1/3) of all the directors of the JV Company, specifying the matters to be discussed, the chairman or, in his absence, the vice chairman or a director authorized by the chairman, shall convene an interim Board meeting at a convenient time and location. Such interim Board meeting shall be convened by no less than five (5) days' prior written notice (which shall include notification as to time, place and -15- the agenda of the meeting) sent by fax or registered mail to each director. 8.3.6 The minutes of the Board meetings and the resolutions adopted by the Board shall be recorded in the minute-book of the Board meetings of the JV Company which shall be kept at the JV Company's legal address. 8.3.7 Resolutions in respect of the following matters shall only be adopted by a duly convened Board meeting, upon the unanimous affirmative vote of each and every director voting in person or by proxy at such meeting: (a) amendment to the Articles of Association; (b) merger with another entity or division of the JV Company; (c) without prejudice to the power of either of the Parties to dissolve the JV Company in accordance with Section 16, termination or dissolution of the JV Company; and (d) increase, reduction or transfer of the registered capital of the JV Company. 8.3.8 Matters other than those referred to in Section 8.3.7 shall be adopted by the affirmative votes of a simple majority of the directors present at a duly convened Board meeting in person or by proxy. 8.3.9 Notwithstanding any other provisions of this Contract, a written resolution may be adopted by the Board in lieu of a Board meeting provided that such resolution to be adopted is delivered to all the directors of the JV Company and affirmatively signed and adopted by each of them. 8.3.10 Directors shall serve without any remuneration for the performance of their duties, except that directors shall be reimbursed by the JV Company for their expenses incurred in attending Board meetings (including but not limited to costs relating to travel, food and lodging). 9. SUPERVISORS 5.1 The Company shall have two (2) Supervisors. Each Party shall appoint one supervisor. The directors and the management personnel shall not be appointed as Supervisors. 5.2 Each supervisor shall be appointed for a term of three (3) years and may serve consecutive terms upon reappointment. 5.3 Powers of the Supervisors include: 9.3.1 inspecting financial affairs of the Company; 9.3.2 supervising acts of directors and senior management personnel in the performance of their duties to the Company, and proposing to remove directors and senior management personnel who have violated laws, regulations, the Articles of Association or resolutions of the Board; -16- 9.3.3 demanding directors and senior management personnel to correct any acts that harm the interests of the Company; 9.3.4 proposing to convene an interim Board meeting; and 9.3.5 other powers provided in the Articles of Association. 5.4 The supervisors may attend Board meetings and make inquiries and suggestions concerning matters being resolved by the Board. 10. OPERATION AND MANAGEMENT ORGANIZATIONS 5.1 OPERATION AND MANAGEMENT ORGANIZATIONS 10.1.1 The JV Company shall have one (1) Chief Executive Officer who shall have overall responsibility for the daily operation and management of the JV Company. The Chief Executive Officer shall be nominated by Party B and appointed by the Board and shall report to and be under the supervision of the Board. The term of office of the Chief Executive Officer shall be three (3) years, and if re-nominated by Party B and re-appointed by the Board, the Chief Executive Officer may serve consecutive terms. 10.1.2 The JV Company shall also have one (1) Chief Financial Officer and several departmental managers. The Chief Financial Officer shall be nominated by the Chief Executive Officer and appointed by the Board. The departmental managers shall be appointed by the Chief Executive Officer. 10.1.3 The Chief Financial Officer shall be responsible for the financial matters of the JV Company and shall report to the Chief Executive Officer. The departmental managers shall be responsible for the operation of their respective departments, handle the matters delegated by the Chief Executive Officer, and shall report to the Chief Executive Officer from time to time. 10.1.4 A director of the JV Company may concurrently serve the office of the Chief Executive Officer or hold another senior management position of the JV Company. 5.2 RESPONSIBILITIES OF THE CHIEF EXECUTIVE OFFICER 10.2.1 The Chief Executive Officer of the JV Company shall have the following responsibilities: (a) to take charge of the operation and management of the JV Company and report to the Board; (b) to organize the implementation of the JV Company's plans and the resolutions of the Board; (c) to prepare proposals for the establishment of the internal management organizations of the JV Company; -17- (d) to formulate the rules and regulations for the operation and management of the JV Company; (e) to propose to the Board for the appointment or dismissal of the Chief Financial Officer; (f) to appoint or dismiss the Management Personnel other than those who should be appointed or dismissed by the Board; (g) to determine the wages, welfare and benefits and rewards and disciplines of the working personnel and decide on their employment and dismissal; and (h) other duties and powers conferred upon him by the PRC laws and regulations, the Articles of Association and the Board. 10.2.2 The Chief Executive Officer shall submit to the Board for discussion and approval of: (a) the annual management report and accounts of the JV Company; (b) the annual budget and long term plans of the JV Company; and (c) other matters as may be required by the Board. 11. LABOR MANAGEMENT 5.1 PRINCIPLES Matters relating to the recruitment, employment, dismissal, resignation, wages, welfare and other matters concerning the employees of the JV Company shall be handled in accordance with relevant PRC laws and regulations. 5.2 EMPLOYEES 11.2.1 The JV Company shall hire employees based upon the qualities of the candidates and in accordance with the demands of its operation and development. If the JV Company hires new employees through examinations or tests, only those candidates who make superior achievements in the examinations or tests will be hired. New employees hired by the JV Company shall undergo a probation period not exceeding six (6) months. During the probation period, the JV Company may terminate, at any time, the labor contracts with any employees who do not satisfy the relevant requirements, and do not need to pay any economic compensation to such employees upon such termination. 11.2.2 The Chief Executive Officer shall determine the number of employees based on the operational need of the JV Company. 5.3 DISCIPLINE 11.3.1 The Chief Executive Officer shall have the right to take disciplinary actions, including giving a warning to, recording a demerit against, and reducing the wages of, those employees who violate the rules, regulations and labor discipline of the JV Company. Where a case is -18- serious, the Chief Executive Officer may dismiss such an employee. The Chief Executive Officer shall also have the right to dismiss those of the employees who are found incompetent or unsuitable for their jobs. 11.3.2 Dismissal of employees by the JV Company shall be carried out in accordance with the provisions of the labor contracts, the rules and regulations of the JV Company and relevant PRC laws and regulations. 5.4 ANNUAL REVIEW The annual adjustment of salaries and other related matters of the JV Company's employees shall be decided by the Board and executed by the Chief Executive Officer. 5.5 TRADE UNION 11.5.1 The employees of the JV Company shall have the right to establish a trade union and to participate in the activities of the trade union in accordance with the Trade Union Law of the People's Republic of China. The trade union of the JV Company shall represent the interests of the JV Company's employees. 11.5.2 The trade union shall operate in accordance with the laws of the PRC and support the operation of the JV Company. The trade union activities shall be held during hours other than the working time of the JV Company; otherwise, approvals of the Chief Executive Officer shall be obtained before conducting such activities. 12. FINANCIAL AFFAIRS AND ACCOUNTING 5.1 ACCOUNTING SYSTEM 12.1.1 The JV Company shall adopt the internationally accepted accrual basis and debit and credit accounting system in the preparation of its accounts. 12.1.2 The JV Company shall establish accounting systems and procedures in accordance with the applicable PRC accounting principles. The JV Company shall also ensure that it prepares and produces accounts in accordance with the generally accepted accounting principles as applied by Party B in its own accounts (including but not limited to the US GAAP) so as to satisfy Party B's reporting and management requirements. 12.1.3 The JV Company shall adopt Renminbi as its standard book-keeping base currency, but may also use U.S. dollar or other foreign currencies as supplementary book-keeping currencies. 12.1.4 Routine accounting records, vouchers, books and statements of the JV Company shall be made and kept in Chinese. At Party B's request, English versions shall be provided. 5.2 ACCOUNTING YEAR The accounting year of the JV Company shall begin on January 1 of each calendar year and end on December 31 of the same year. The first accounting period of the JV Company shall -19- commence on the issuance date of the Business Licence and end on December 31 of the same calendar year. 5.3 ACCOUNTING REPORTS The Chief Executive Officer shall procure the preparation of an annual balance sheet, an annual profit and loss account and an annual statement of cash flow of the JV Company during the first three (3) months of each accounting year, for the immediately preceding accounting year. The Chief Executive Officer shall submit the balance sheet and the annual profit and loss account to the Board for approval after the same have been examined and audited by the auditors appointed by the Board. 5.4 AUDITING 12.4.1 The Board shall appoint a joint venture accounting firm registered in China (whose foreign party is an internationally reputable independent accounting firm) as the independent auditors of the JV Company. Such firm will perform the annual examination and audit of the financial statements of the JV Company, produce the relevant certificates and reports and assist in the production and counter-signing of the annual accounting statements and other documents, certificates or statements required by the PRC laws to be examined and certified by an accountant registered in China. The cost of employing the auditors shall be borne by the JV Company. 12.4.2 Each Party shall have the right to inspect the books of accounts and other financial records of the JV Company at any time during normal business hours and to take such copies thereof as it may require. Any such inspection shall be carried out at the cost of the Party requiring the same and without unnecessary disturbance to the business of the JV Company. 12.4.3 Each Party shall have the right to appoint accountants registered inside or outside China to undertake financial audit or examination of the JV Company's financial statements at any time, and the other Party and the JV Company shall co-operate with such accountants. All expenses of such financial audit or examination shall be borne by the appointing Party. 5.5 BANK ACCOUNTS AND FOREIGN EXCHANGE The JV Company shall open Renminbi bank accounts and foreign exchange accounts in currencies used by the JV Company. The JV Company's foreign exchange transactions shall be handled in accordance with the regulations of the PRC relating to foreign exchange control. 5.6 BALANCING FOREIGN EXCHANGE The Parties agree that the JV Company shall balance its foreign exchange income and expenditure by itself, using means permissible under the PRC laws. 5.7 PROFIT DISTRIBUTION 12.7.1 The JV Company shall, after accumulated losses of previous years have been fully made up and after payment of taxes in accordance with the relevant laws and regulations of the PRC, -20- allocate a percentage of its annual after tax profits for contribution towards the reserve fund, enterprise development fund and employee bonus and welfare fund for staff and workers. 12.7.2 In any particular accounting year, the percentages of the JV Company's annual after tax profits to be contributed to the above mentioned funds shall be decided by the Board. 12.7.3 Unless otherwise determined by the Board, after paying taxes in accordance with the laws and regulations and making contributions to the above mentioned funds, the remaining profits of the JV Company shall be distributed in proportion to the Parties' respective actual contributions to the registered capital of the JV Company. The risks and losses of each Party associated with the JV Company shall be limited to the Contribution Percentage of each Party in the registered capital of the JV Company. 12.7.4 The JV Company shall not distribute profits unless the accumulated losses of previous accounting year(s) have been fully made up. Remaining undistributed profits from previous years can be distributed together with those of the current year. 12.7.5 All payments under this Section shall, at the request of the receiving Party, be remitted electronically or by telegraphic transfer to a bank account designated in advance by the receiving Party. 13. INSURANCE 5.1 The JV Company shall purchase all necessary insurance services at its own cost and expense during the term of the JV Company. 5.2 The types, amounts and currencies of insurance coverage shall be determined by the Chief Executive Officer of the JV Company. 5.3 All items of insurance of the JV Company shall be taken out with an insurance company registered in China or, to the extent permitted under the PRC law, overseas. 14. CONFIDENTIALITY 5.1 During the term of this Contract and for a period of five (5) years from the date of termination or expiration of this Contract for any reason whatsoever, the Receiving Party of any Confidential Information shall: (a) keep the Confidential Information confidential; (b) not disclose the Confidential Information to any person without the prior written consent of the Disclosing Party; and (c) not use the Confidential Information for any purpose other than for the performance of its obligations under this Contract. 5.2 The obligations contained in Section 5.1 shall not apply to any Confidential Information which: -21- (a) at the date of this Contract, is in, or at any time after the date of this Contract, comes into, the public domain other than through breach of this Contract by the Receiving Party; (b) can be shown by the Receiving Party to the reasonable satisfaction of the Disclosing Party to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party; or (c) after the date of this Contract, comes lawfully into the possession of the Receiving Party from a third party. 5.3 For the purposes of this Section, "CONFIDENTIAL INFORMATION" means any information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one Party (the "DISCLOSING PARTY") to the other Party (the "RECEIVING PARTY") whether before or after the date of this Contract, including but not limited to any information relating to the Disclosing Party's operations, plans or intentions, know-how (including management know-how), trade secrets, market opportunities and business affairs. 5.4 The provisions of this Section shall survive the termination of this Contract and the dissolution or liquidation of the JV Company for a period of five (5) years. 5.5 The obligations contained in this Section shall not apply to: (a) disclosures made in accordance with relevant legal procedures, subpoenas, or requirements of laws and regulations or rules of a Qualified Stock Exchange; (b) for the purposes of this Contract, within the reasonable scope of disclosure, the Receiving Party's disclosures of information to its employees, directors, consultants, lawyers, auditors, accountants or other staffs appointed by the JV Company in writing; and (c) other disclosures permitted in accordance with this Section. 15. JOINT VENTURE TERM 5.1 The Joint Venture Term shall commence on the issuance date of the Business Licence and expire on the date fifty (50) years after the issuance of the Business Licence unless extended pursuant to the provisions of Section 15.2. 5.2 Notwithstanding the provisions of Section 15.1, either Party to this Contract may propose an extension of the Joint Venture Term no later than twelve (12) months before expiration of the Joint Venture Term. If such proposal is accepted by the other Party and approved by the Board, then an application for approval to extend the Joint Venture Term shall be submitted to the Approval Authority one hundred and eighty (180) days prior to the expiration date of the Joint Venture Term. Upon such approval being granted, the JV Company shall proceed with registration formalities to extend the Joint Venture Term. 5.3 If the Joint Venture Term is not extended pursuant to this Section, the Parties shall procure that -22- the Board unanimously agree to dissolve the JV Company. 16. TERMINATION AND DISSOLUTION 5.1 TERMINATION Subject to other provisions of this Section, this Contract shall be terminated upon the expiration of the Joint Venture Term, unless extended pursuant to Section 15.2, or terminated in advance according to a written agreement between the Parties or Section 16.2. 5.2 EARLY TERMINATION Either Party shall have the right to give written notice to the other Party of its desire to terminate this Contract prior to the expiration of the Joint Venture Term under the following circumstances: (a) if the JV Company or the other Party becomes bankrupt, or is the subject of proceedings for liquidation or dissolution, or ceases to carry on business or becomes unable to pay its debts as they come due; (b) if the conditions or consequences of Force Majeure as defined in Section 17 prevail for a period in excess of six (6) consecutive complete calendar months and the Parties are unable to find an equitable solution pursuant to Section 17; (c) if the Business Licence or any extension or substitution thereof is terminated, cancelled or revoked; or (d) for any other reason provided in this Contract. 5.3 NOTIFICATION PROCEDURE Within one (1) month after a Party gives the notice pursuant to Section 16.2, the Parties shall commence negotiations and endeavor to resolve the matter leading to such notice. In the event that the matter is not resolved to the satisfaction of the Parties within one (1) month after commencement of negotiations or either of the Parties refuses to commence negotiations within the period stated above, the notifying Party may give a written notice (the "DISSOLUTION NOTICE") to the other Party of its desire to dissolve the JV Company. 5.4 LIQUIDATION PROCEDURES 16.4.1 The Parties shall procure that the Board unanimously agree to dissolve the JV Company and submit a dissolution application for approval by the Approval Authority if: (a) a Dissolution Notice is issued and no resolution is agreed upon by the Parties within thirty (30) days after the issuance of the Dissolution Notice; or (b) the Joint Venture Term expires and no extension of the term is agreed upon by the Parties. -23- 16.4.2 The Board shall appoint a committee (the "LIQUIDATION COMMITTEE") which shall have the power to represent the JV Company in all legal matters. The Liquidation Committee shall value and liquidate the JV Company's assets in accordance with applicable published PRC laws and regulations and the principles set forth therein. 16.4.3 Each Party may appoint directors of the JV Company or professional advisers, such as accountants and lawyers qualified either in China or overseas, to be members of the Liquidation Committee. The number of members of the Liquidation Committee shall be the same as the Board members and the respective right to appoint members of the Liquidation Committee by each Party shall correspond to the respective right of such Party to nominate directors as set forth in Section 8.1.1. One of the members of the Liquidation Committee appointed by Party B shall be its chairman. The Board shall report the formation of the Liquidation Committee to the Approval Authority. The Liquidation Committee may appoint professional advisers to assist in the liquidation. The Liquidation Committee shall make decisions based on unanimous consent. 16.4.4 The Liquidation Committee shall conduct a thorough examination of the JV Company's assets and liabilities, on the basis of which it shall develop a liquidation plan which, if approved by the Board, shall be executed under the Liquidation Committee's supervision. 16.4.5 In developing and executing the liquidation plan, the Liquidation Committee shall use every effort to obtain the highest possible price for the JV Company's assets. Considerations shall be given to sale of the JV Company's assets by public auction open to domestic and foreign bidders with a view towards sales at international market prices. 16.4.6 The liquidation expenses, including remuneration to members of the Liquidation Committee, shall be paid out of the JV Company's assets in priority to the claims of other creditors. 16.4.7 After the liquidation of the JV Company's assets and the settlement of all its outstanding debts, the balance of its assets shall be paid over to the Parties in proportion to their respective contributions to the registered capital of the JV Company. 16.4.8 Following the completion of all liquidation procedures, the Liquidation Committee shall submit a final report approved by the Board to the Approval Authority for approval, submit the Business Licence to the Registration Authority and complete all other formalities for nullifying the JV Company's registration, whereupon this Contract shall be terminated. 5.5 FOREIGN EXCHANGE Any and all amounts payable to Party B by the Liquidation Committee pursuant to Section 16.4.7 shall be paid promptly to Party B in foreign exchange which shall be freely remitted out of China. Any expenses related to the conversion of Renminbi to foreign exchange shall be borne by Party B. 5.6 SPECIAL LIQUIDATION If the Parties are unable to carry out the above ordinary liquidation procedures, the JV Company -24- shall undertake the special liquidation procedures in accordance with the Procedures for Liquidation of Foreign-Investment Enterprises and other relevant laws and regulations. 17. FORCE MAJEURE 5.1 "FORCE MAJEURE" means all events that are beyond the control of the Parties to this Contract, and which are unforeseen, or if foreseen, unavoidable, and which prevent either Party from performing all or a material part of its obligations. Such events shall include but are not limited to explosions, shipwrecks, acts of nature or fires, floods, sabotage, accidents and any other similar contingency. 5.2 If an event of Force Majeure occurs, to the extent that any contractual obligation of either of the Parties cannot be performed as a result of such an event, such contractual obligation shall be suspended while the Force Majeure subsists and the due date for performance thereof shall be automatically extended, without penalty, for a period equal to such suspension. 5.3 The Party encountering Force Majeure shall promptly inform the other Party in writing and shall furnish appropriate proof of the occurrence and duration of such Force Majeure. The Party encountering Force Majeure shall also use all reasonable endeavors to terminate the Force Majeure. 5.4 In the event of Force Majeure, the Parties shall immediately consult with each other to find an equitable solution and shall use all reasonable endeavors to minimize the consequences of such Force Majeure. 18. DISPUTES RESOLUTION 5.1 Any dispute or disagreement arising out of or in connection with this Contract, including any issue regarding the existence, interpretation, validity, termination or performance of this Contract, shall be submitted to and settled by the Hong Kong International Arbitration Centre (the "CENTRE"), applying the UNCITRAL Arbitration Rules then effective. Such Arbitration Rules (including any amendment thereto) shall be deemed as a part of this Contract. The arbitration venue shall be Hong Kong. 5.2 Any award made by the arbitral tribunal of the Centre shall be final and binding on the Parties. Both parties shall execute the award. The refusal of one Party to execute the award authorizes the other Party to apply for enforcement to the courts that have jurisdiction over the issue in accordance with the provisions of applicable laws. 5.3 No arbitration of any dispute or disagreement shall commence unless the Parties have attempted genuinely to settle the same amicably within a period of ninety (90) days after the issuance of a written arbitration notice by one Party to the other, which notice shall describe generally the nature of the dispute. 5.4 The costs of arbitration shall be borne by the losing Party, unless otherwise determined by the arbitration award. -25- 5.5 When any dispute occurs and when any dispute is under arbitration, except for the matters under dispute, the Parties shall continue to fulfil their respective obligations and shall be entitled to exercise their rights under this Contract. 19. GOVERNING LAW The execution, validity, interpretation and performance of this Contract and the resolution of any of the dispute thereunder shall be governed by the PRC law but, in the event that there is no applicable PRC law governing a particular matter relating to this Contract, generally accepted standards and principles of international law and general international commercial practices shall be applied. 20. MISCELLANEOUS PROVISIONS 5.1 The failure to exercise or delay in exercising a right or remedy under this Contract shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Contract shall prevent any further exercise of such a right or remedy or the exercise of any other right or remedy. 5.2 This Contract shall become effective when it is approved by the Approval Authority. 5.3 This Contract is written and executed in Chinese. 5.4 The invalidity of any provision of this Contract shall not affect the validity of any other provision of this Contract. 5.5 Any notice or other communication provided in this Contract shall be delivered personally or sent by fax as follows: (a) if to Party A, to: Address: No. 2222, West Tian Wei Road, Baoding, Hebei, China Fax number: 0312--3230382 Attention: Zhang Jicheng (b) if to Party B, to: Address: No.3055, Middle Fu Xing Road, Baoding, Hebei, China Fax number: 0312--3151881 Attention: Liu Conghui or to any other address, fax number or person as either of the Parties may specify by notice in writing to the other. 5.6 In the absence of evidence of earlier receipt, any notice or other communication shall be -26- deemed to have been duly given: (a) if delivered personally, when delivered to the address referred to in Section 20.5; (b) if sent by fax, when a confirmation report of transmission is recorded by the sender's facsimile machine; (c) if sent by air mail, ten (10) business days after posting it. 5.7 This Contract constitutes the entire agreement between the Parties relating to the subject matters of this Contract and supersedes all previous agreements. 5.8 If there is any conflict or inconsistency between the provisions of this Contract and the Articles of Association, this Contract shall prevail. 5.9 No variation to this Contract shall be valid unless it is in writing and signed by both Parties or their representatives and approved by the Approval Authority. 5.10 Except as expressly provided in this Contract, the rights and remedies contained in this Contract are cumulative and not exclusive of any rights or remedies provided by law. 5.11 Nothing in this Contract shall be construed as creating a partnership between the Parties or constituting either Party as the agent of the other for any purpose whatsoever and neither of the Parties shall have the authority or power to bind the other or to contract in the name of or create a liability against the other in any way or for any purpose. 5.12 This Contract shall be executed in four (4) originals. -27- IN WITNESS WHEREOF each of the parties hereto has caused this Contract to be executed by its duly authorized representative on the date first set forth above. BAODING TIANWEI BAOBIAN ELECRTIC CO., LTD /s/ Mingjin Yang - ------------------------------------------- Name: Mingjin Yang Title: General Manager Nationality: Chinese YINGLI GREEN ENERGY HOLDING COMPANY LIMITED /s/ Liansheng Miao - ------------------------------------------- Name: Liansheng Miao Title: Chairman and Chief Executive Officer Nationality: Chinese -28- SUPPLEMENTAL CONTRACT TO THE JOINT VENTURE CONTRACT OF BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. This Contract is signed on October 10, 2006 in Baoding, Hebei, People's Republic of China BY AND BETWEEN (1) BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD. ("PARTY A"), a company limited by shares duly established and validly existing under the laws of the People's Republic of China (the "PRC") and having its legal address at No. 28, Jing Xiu Street, Baoding, Hebei, and its mailing address at No. 2222, West Tian Wei Road, Baoding, Hebei; Tel: 0312-3308511; Fax: 0312-3230382; and (2) YINGLI GREEN ENERGY HOLDING COMPANY LIMITED ("PARTY B"), a legal person duly established and validly existing under the laws of the Cayman Islands and having its legal address at Century Yard, Cricket Square, Hutchins Drive, PO Box 2681 GT, George Town Cayman, British West Indies, and its mailing address at No. 3055, Middle Fuxing Road, National High-tech Zone, Baoding, Hebei, PRC. (Party A and Party B are hereinafter collectively referred to as the "PARTIES" and individually, a "PARTY".) WHEREAS, as required by its expansion of business capacity, Baoding Tianwei Yingli New Energy Resources Co., Ltd. proposes to increase its registered capital. In accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Venture Enterprises and other relevant PRC laws and regulations, adhering to the principles of equality and mutual benefit and through friendly consultations, the Parties hereby amend the Joint Venture Contract (the "JV CONTRACT") signed by the Parties on August 25, 2006 to reflect the change of the registered capital. Unless otherwise defined or specified herein, the terms used in this Contract shall have the same meanings as ascribed to them under the JV Contract. I. Section 5 of the JV Contract is amended as follows: The original Section 5 was: 5.1 Total Investment The amount of the total investment of the JV Company is three hundred million Renminbi (RMB300,000,000). 5.2 REGISTERED CAPITAL The amount of the registered capital of the JV Company is one hundred million Renminbi (RMB100,000,000). 5.3 CONTRIBUTIONS TO REGISTERED CAPITAL The registered capital of the JV Company has been fully paid up. Of the total amount of the registered capital, the subscribed amount and percentage (the "CONTRIBUTION PERCENTAGE") of capital contribution of each Party are as follows: (c) Party A subscribed for forty-nine million Renminbi (RMB49,000,000), corresponding to 49% of the equity interest in the JV Company. (d) Party B subscribed for fifty-one million Renminbi (RMB51,000,000) in equivalent U.S. Dollars, corresponding to 51% of the equity interest in the JV Company. As agreed upon by both Parties, if Party B fails to complete its initial pubic offering and list its shares on a Qualified Stock Exchange, the Parties shall re-negotiate the percentages of equity interest they hold in the JV Company. NOW IT IS AMENDED AS FOLLOWS: 5.4 TOTAL INVESTMENT The amount of the total investment of the JV Company is six hundred million Renminbi (RMB600,000,000). 5.5 REGISTERED CAPITAL The amount of the registered capital of the JV Company is two hundred and thirty million nine hundred and forty thousand Renminbi (RMB230,940,000). 5.6 CONTRIBUTIONS TO REGISTERED CAPITAL The registered capital of the JV Company has been fully paid up. Of the total amount of the registered capital, the subscribed amount and percentage (the "CONTRIBUTION PERCENTAGE") of capital contribution of each Party are as follows: (e) Party A subscribed for forty-nine million Renminbi (RMB49,000,000), corresponding to 46.02% of the equity interest in the JV Company. (f) Party B subscribed for one hundred and eighty-one million nine hundred and forty thousand Renminbi (RMB181,940,000) in equivalent U.S. Dollars, corresponding to 53.98% of the equity interest in the JV Company. As agreed upon by both Parties, if Party B fails to complete its initial pubic offering and list its shares on a Qualified Stock Exchange, the Parties shall re-negotiate the percentages of equity interest they hold in the JV Company. II. The following provision is added to Section 6 of the JV Contract: 6.1.4 Notwithstanding the above provisions, the Parties agree that neither Party shall transfer all or any part of the equity interest held by such Party in the registered capital of the JV Company to any third party that is engaged in a competing business with the JV Company. III. This Contract shall become effective after it is signed by authorized representatives of both -2- Parties and approved by the Approval Authority. IV. This Contract shall be executed in four (4) originals. [Space below is intentionally left blank] -3- IN WITNESS WHEREOF each of the parties hereto has caused this Contract to be executed by its duly authorized representative on the date first set forth above. BAODING TIANWEI BAOBIAN ELECRTIC CO., LTD /s/ Qiang Ding - ------------------------------------------- Name: Qiang Ding Title: Chairman Nationality: Chinese YINGLI GREEN ENERGY HOLDING COMPANY LIMITED /s/ Liansheng Miao - ------------------------------------------- Name: Liansheng Miao Title: Chairman and Chief Executive Officer Nationality: Chinese -4- SUPPLEMENTAL CONTRACT NO.2 TO THE JOINT VENTURE CONTRACT OF BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. This Contract is signed on November 13, 2006 in Baoding, Hebei, People's Republic of China BY AND BETWEEN (1) BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD. ("PARTY A"), a company limited by shares duly established and validly existing under the laws of the People's Republic of China (the "PRC") and having its legal address at No. 28, Jing Xiu Street, Baoding, Hebei, and its mailing address at No. 2222, West Tian Wei Road, Baoding, Hebei; Tel: 0312-3308511; Fax: 0312-3230382; and (2) YINGLI GREEN ENERGY HOLDING COMPANY LIMITED ("PARTY B"), a legal person duly established and validly existing under the laws of the Cayman Islands and having its legal address at Century Yard, Cricket Square, Hutchins Drive, PO Box 2681 GT, George Town Cayman, British West Indies, and its mailing address at No. 3055, Middle Fuxing Road, National High-tech Zone, Baoding, Hebei, PRC. (Party A and Party B are hereinafter collectively referred to as the "PARTIES" and individually, a "PARTY".) WHEREAS, as required by its expansion of business capacity, Baoding Tianwei Yingli New Energy Resources Co., Ltd. proposes to increase its registered capital. In accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Venture Enterprises and other relevant PRC laws and regulations, adhering to the principles of equality and mutual benefit and through friendly consultations, the Parties hereby amend the Joint Venture Contract and the Supplemental Contract to the Joint Venture Contract (collectively, the "JV CONTRACT") signed by the Parties on August 25, 2006 and October 10, 2006, respectively, to reflect the change of the registered capital. WHEREAS, through further consultation, the Parties agree to terminate the Supplemental Contract No. 2 to the Joint Venture Contract signed by the Parties on October 25, 2006 and sign this Supplemental Contract No. 2 to the Joint Venture Contract. Unless otherwise defined or specified herein, the terms used in this Contract shall have the same meanings as ascribed to them under the JV Contract. I. Section 5 of the JV Contract is hereby amended as follows: 5.1 Total Investment The amount of the total investment of the JV Company is one billion three hundred and fifty million Renminbi (RMB1,350,000,000). 5.2 REGISTERED CAPITAL The amount of the registered capital of the JV Company is seven hundred and fifteen million seven hundred and eighty thousand Renminbi (RMB715,780,000). 5.3 CONTRIBUTIONS TO REGISTERED CAPITAL Of the total amount of the registered capital, the subscribed amount and percentage (the "CONTRIBUTION PERCENTAGE") of capital contribution of each Party are as follows: (g) Party A subscribes for forty-nine million Renminbi (RMB49,000,000), corresponding to 37.87% of the equity interest in the JV Company. (h) Party B subscribes for six hundred and sixty-six million seven hundred and eighty thousand Renminbi (RMB666,780,000) in equivalent U.S. Dollars, corresponding to 62.13% of the equity interest in the JV Company. The Parties have contributed two hundred and thirty million nine hundred and forty thousand Renminbi (RMB230,940,000) to the registered capital and the remaining registered capital of four hundred and eighty-four million eight hundred and forty thousand Renminbi (RMB484,840,000) shall be contributed by Party B. Party B shall make full contribution to the above registered capital that it is required to actually contribute to within thirty (30) days after the approval of this Supplemental Contract by the Approval Authority. As agreed upon by both Parties, if Party B fails to complete its initial pubic offering and list its shares on a Qualified Stock Exchange, the Parties shall re-negotiate the percentages of equity interest they hold in the JV Company. II. This Contract shall replace the Supplemental Contract No.2 signed by the Parties on October 25, 2006. V. This Contract shall become effective after it is signed by authorized representatives of both Parties and approved by the Approval Authority. VI. This Contract shall be executed in four (4) originals. [Space below is intentionally left blank] - -2- IN WITNESS WHEREOF each of the parties hereto has caused this Contract to be executed by its duly authorised representative on November 13, 2006. BAODING TIANWEI BAOBIAN ELECRTIC CO., LTD /s/ Qiang Ding - ------------------------------------------- Name: Qiang Ding Title: Chairman Nationality: Chinese YINGLI GREEN ENERGY HOLDING COMPANY LIMITED /s/ Liansheng Miao - ------------------------------------------- Name: Liansheng Miao Title: Chairman and Chief Executive Officer Nationality: Chinese - -3- SUPPLEMENTAL CONTRACT NO. 3 TO THE JOINT VENTURE CONTRACT OF BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. This Contract is signed on December 18, 2006 in Baoding, Hebei, People's Republic of China BY AND BETWEEN (1) BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD. ("PARTY A"), a company limited by shares duly established and validly existing under the laws of the People's Republic of China (the "PRC"), with its correspondence address at No. 28, Jing Xiu Street, Baoding, Hebei, and its mailing address at No. 2222, West Tian Wei Road, Baoding, Hebei; Tel: 0312-3308511; Fax: 0312-3230382. (2) YINGLI GREEN ENERGY HOLDING COMPANY LIMITED ("PARTY B"), a legal person duly established and validly existing under the laws of the Cayman Islands and having its legal address at Century Yard, Cricket Square, Hutchins Drive, PO Box 2681 GT, George Town Cayman, British West Indies, with its correspondence address at No. 3055, Middle Fuxing Road, National High-tech Zone, Baoding, Hebei, PRC. (Party A and Party B are hereinafter collectively referred to as the "PARTIES" and individually, a "PARTY".) WHEREAS, as required by the expansion of its business capacity, Baoding Tianwei Yingli New Energy Resources Co., Ltd. (the "JV COMPANY") proposes to increase its registered capital; WHEREAS, Party B will enter into a Term Loan Agreement ("LOAN AGREEMENT") with the JV Company pursuant to which Party B will extend a loan to the JV Company at the amount of USD seventy eight million four hundred thousand (US$78,400,000) and with a term of eighteen months; In accordance with the Law of the People's Republic of China on Sino-Foreign Equity Joint Venture Enterprises and other relevant PRC laws and regulations, adhering to the principles of equality and mutual benefit and through friendly consultations, the Parties hereby amend the Joint Venture Contract, the Supplemental Contract to the Joint Venture Contract, and the Supplemental Contract No.2 to the Joint Venture Contract (collectively, the "JV CONTRACT") signed by the Parties on August 25, 2006, October 10, 2006, and November 13, 2006, respectively, to reflect the change of the registered capital. Unless otherwise defined or specified herein, the terms used in this Contract shall have the same meanings as ascribed to them under the JV Contract. I. Section 5 of the JV Contract is hereby amended as follows: 5.1 TOTAL INVESTMENT The amount of the total investment of the JV Company is four billion seventy-five million eight hundred thousand Renminbi (RMB4,075,800,000). 5.2 REGISTERED CAPITAL The amount of the registered capital of the JV Company is one billion six hundred and twenty four million three hundred and eighty thousand Renminbi (RMB1,624,380,000). 5.3 CONTRIBUTIONS TO REGISTERED CAPITAL Of the total amount of the registered capital, the subscribed amount and percentage (the "CONTRIBUTION PERCENTAGE") of capital contribution of each Party are as follows: (i) Party A subscribes for forty-nine million Renminbi (RMB49,000,000), corresponding to 29.89% of the equity interest in the JV Company. (j) Party B subscribes for one billion five hundred and seventy-five million three hundred and eighty thousand Renminbi (RMB1,575,380,000) in equivalent U.S. Dollars, corresponding to 70.11% of the equity interest in the JV Company. The Parties have contributed seven hundred and fifteen million seven hundred and eighty thousand Renminbi (RMB715,780,000) to the registered capital and the remaining registered capital of nine hundred and eight million six hundred thousand Renminbi (RMB908,600,000) shall be contributed by Party B. Both Parties agree that Party B shall contribute to the JV Company nine hundred and eight million six hundred thousand Renminbi in equivalent US dollars (the "CAPITAL CONTRIBUTION") within thirty (30) days after the approval of this Contract by the Approval Authority. Both Parties further agree that, after the approval is obtained from the foreign exchange administrative authority, all of the loan principal and its accrued interests (if any) provided by Party B for the JV Company under the Loan Agreement shall be converted in equivalent amount into the registered capital of the - -2- JV Company contributed by Party B, and shall be deemed as part of Party B's Capital Contribution. As agreed upon by both Parties, if Party B fails to complete its initial pubic offering and list its shares on a Qualified Stock Exchange, the Parties shall re-negotiate the percentages of equity interest they hold in the JV Company. II. Section 8.1.1 of the JV Contract is hereby amended as follows: 8.1.1 The Board of Director shall consist of nine (9) directors, of whom three (3) shall be appointed by Party A and six (6) shall be appointed by Party B, the Parties shall notify the Board promptly if any of their appointed directors are being dismissed or changed. III. All other articles and sections of the JV Contract shall remain unchanged. IV. This Contract shall be executed in four (4) originals, and shall be after they are signed by authorized representatives of both Parties and approved by the Approval Authority. [SPACE BELOW IS INTENTIONALLY LEFT BLANK] - -3- IN WITNESS WHEREOF each of the parties hereto has caused this Contract to be executed by its duly authorised representative on December 18, 2006. BAODING TIANWEI BAOBIAN ELECRTIC CO., LTD /s/ Qiang Ding - ------------------------------------------- Name: Qiang Ding Title: Chairman Nationality: Chinese YINGLI GREEN ENERGY HOLDING COMPANY LIMITED /s/ Liansheng Miao - ------------------------------------------- Name: Liansheng Miao Title: Chairman and Chief Executive Officer Nationality: Chinese - -4- EX-10.4 25 h00847exv10w4.txt EX-10.4 SALES CONTRACT EXHIBIT 10.4 SALES CONTRACT Contract No.: YL-Sunline 06/07 Date: November.28, 2006 The Seller: Baoding Tianwei Yingli New Energy Resources Co., Ltd No.11, Huaxian Road, Baoding City, China Tel: +86-312-8929801 Fax: +86-312-3151881 The Buyer: Sunline AG Hans-Vogel-Stasse 22, D-90765 Fuerth, Germany Tel: +49-911-79101914 Fax: +49-911-79101917 The undersigned Seller and Buyer agreed to close the following transactions according to the terms and conditions stipulated below: 1. Description of Goods:

Commodity and Specification Total Quantity Unit Price & Terms Amount --------------------------- ------------------ ------------------ ------------------ Crystalline Silicon Solar Panels 30 MW FOB Xingang, China USD 111,000,000.00 165WP, 170WP, 175WP, 180WP Cable and Connector USD 3.70/Wp Demension: 1310mmX990mm ------------------ Total Amount: USD 111,000,000.00 ==================

Delivery Schedule:

TIME QUANTITY ---- -------- January, 2007 2Mwp February, 2007 1Mwp March, 2007 2Mwp April, 2007 3Mwp May, 2007 3Mwp June, 2007 4Mwp July, 2007 5Mwp August, 2007 5Mwp September, 2007 5Mwp TOTAL 30MWP

2. Payment For the payment terms of this sales contract, it should be subject to clause 5.(2). 3. PORT OF LOADING : XINGANG, China 4. DESTINATION: Port of destination, Europe 5. GENERAL TERMS: (1) The Seller agrees to supply and the Buyer agrees to purchase the contracted volume of 30Mwp in 2007. (2) Based on the contract, the parities should sign individual supply contract for each project. The delivery schedule and payment term should be specified in each individual contract. (3) The conversion efficiency indicated in the contract or in the attached data sheet of module means typical efficiency after lamination with Power tolerance of +/-5%, for which no claims will be asked for. (4) Buyers are to assume full responsibilities for any consequences arising from; a) late submission of specifications or any other details necessary for the execution of this Sales confirmation; b) late payment (5) The Seller shall not be held liable for failure or delay in delivery of the entire lot or a portion of the goods under this Sales Confirmation in consequence of any Force Majeure incidents. (6) In case of quality discrepancy, claim should be filed by the Buyer within 30 days after the arrival of the goods at port of destination. While for quantity discrepancy, claim should be filed by the Buyer within 15 days after the arrival of the goods at port of destination. It is understood that the Seller shall not be liable for any discrepancy of the goods shipped due to causes for which the Insurance Company, Shipping Company, other transportation organizations and /or Post Office are liable. (7) The Seller warrants its Photovoltaic modules (" PV-modules") to be free from defects in materials and workmanship under normal application, installation, use and service conditions. If the PV-modules fail to conform to this warranty, then for a period ending twenty-four months from date of sale to the original end-customer, The seller at its option, either repair or replacement or refund , or refund the purchase price as paid by the Customer (" purchase price "). Baoding Tianwei YingLi guarantee output power of PV module is more than 90% of the minimum Peak Power within 10 years and more than 80% in 25 years, if can't reach the warranty data, Baoding Tianwei YingLi will replace such loss in power either by replacing the defective PV modules or by refunding the Purchase Price (details is shown in the warranty term). (8) All disputes arising from the execution of or in connection with this contract, shall be settled through friendly negotiation. In case no settlement can be reached through negotiation, the case shall then be be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The arbitration should be final and binding upon both parties. 6. This Sales Confirmation is made in two original copies, one copy to be held by each Party in witness thereof. 7. This contract will come to effective after receiving the confirmation of the Board of Directors of Sunline AG. The seller: /s/ Zhiheng Zhao The buyer: /s/ W. Driud ------------------------- ----------------------------- Baoding Tianwei Yingli New Energy Sunline AG Resources Co., Ltd EX-10.5 26 h00847exv10w5.txt EX-10.5 LOAN CONTRACT EXHIBIT 10.5 [ENGLISH TRANSLATION] LOAN CONTRACT FOR CONSIGNMENT LOAN Agricultural Bank of China LOAN CONTRACT FOR CONSIGNMENT LOAN (Sanfeng Branch) Nong Yin Wei Jie Zi (2006) No. 001 Borrower (full name): Baoding Tianwei Yingli New Energy Resources Co., Ltd. Lender (full name): Agricultural Bank of China, Baoding Sanfeng Branch The Lender, under consignment of consignor Baoding Yingli Group Co., Ltd. (full name), in accordance with Consignment Contract for Consignment Loan in No. (Sanfeng Branch) Nong Yin Wei Tuo Zi (2006) No. 001 and Consignment Loan Notice in No. (Sanfeng Branch) Nong Yin Wei Tong Zi (2006) No. 001, extends a consignment loan to the Borrower. In accordance with relevant laws and regulations of the State, upon discussion, both parties agree to enter into this Contract: Article 1 the Lender extends a consignment loan to the Borrower as follows: 1. Amount of the Loan: (Currency Unit and Amount be in words): Renminbi one hundred and twenty five million. 2. Usage of the Loan: to purchase original materials. 3. Calculation and Payment of Interests: the annual interest rate is 5.58%. Interest shall be counted from on the date when the Lender transfers the Loan and shall be paid on (month/quarter) basis. The interest shall be paid as the principal is repaid. With respect to adjustment of interest rate, after discussion between the Lender and the Consignor, the Consigner may notify the Borrower in writing to go through procedures for interest rate adjustment. 4. Duration of the Loan: from September 30, 2006 to March 30, 2007, 6 months in total. 5. In case that the amount, date of lending or date of repaying of the loan under this Contract is inconsistent with loan certificate, the latter shall prevail. The loan certificate is a part of this Contract. Article 2 The Borrower shall open a general saving account with the Lender for usage, repayment and interest payment relevant to the loan under this Contract. The principal and interest to be collected by the Lender as provided by this Contract or in advance may be deducted and collected directly from such account. Article 3 The Borrower shall repay the principal with interest in accordance with agreed schedule. Article 4 The Loan under this Contract is secured by a guarantor acceptable to the Consigner and the type of security is credit guarantee. The Guarantee Contract is executed separately. In case of mortgage or pledge, the Borrower shall go through legal procedures like registration and/or 1 insurance and such security or insurance shall continue to be valid, otherwise the Lender shall be entitled to refuse to transfer the Loan under this Contract. Article 5 Within duration of this Contract, the Lender shall have the right to check the use of the loan and the Borrower shall, upon request by the Lender, provide to the Lender its financial statement or other relevant materials. Article 6 Expenses for attorney service fee, insurance, transportation, appraisal, registration, custodian, certification or notarization relevant to this Contract and security hereunder shall be born by the Borrower. Article 7 After this Contract comes into effect, unless agreed otherwise, any party that needs to amend or terminate this Contract shall obtain written consent by the Consigner. Both parties shall achieve agreement by discussion. Article 8 Breach of Contract 1. In case that the Borrower fails to use the loan as provided by this Contract, fund risk caused shall be born by the Borrower. Meanwhile, the Lender shall be entitled to stop provision of loan, collect in advance part or all provided amount and charge a penalty interest rate of thirty percents of the interest rate agreed in this Contract towards the part used in breach until the principal and interest are repaid. 2. To make earlier repayment, the Borrower shall obtain written consent by the Consigner. 3. In case that the Borrower fails to repay the principal within the period agreed in this Contract, the Lender may charge a penalty interest rate of fifty percents of the interest rate agreed in this Contract towards the part in delay until the principal and interest are repaid. 4. Within duration of the loan, in case that the Borrower or the guarantor fails to repay the principal and interest on time or cannot provide other security acceptable to the Consignor, the Lender shall be entitled to terminate this Contract upon request of the Consigner and collect the loan. 5. The Lender may charge a compound interest upon unpaid interest unpaid by the Borrower in accordance with requirements of People's Bank of China. Article 9 Miscellaneous [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] Article 10 Settlement of Disputes Any dispute arising in implementation of this Contract may be settled through discussion 2 between the parties or by way of the first choice below: 1. litigation. Governed by people's court for the place of the defendant's domicile; 2. arbitration. Submitted to arbitration by _____________________________ (full name of arbitration institution) in accordance with its arbitration rules. During the litigation or arbitration, provisions of this Contract that are not in dispute shall be implemented. Article 11 This Contract shall come into effect on the date when both parties sign or stamp hereon. Article 12 This Contract is executed with three original copies, each of which is held by the Borrower, the Lender and the Consigner respectively. Three copies shall have the same effect. Article 13 Suggestion The Lender has suggested the Borrower pay attention to full and proper understanding of printed provisions of this Contract and has made explanation upon request of the Borrower. The parties executing this Contract have consistent understanding regard the meaning of this Contract. 3 Baoding Tianwei Yingli New Energy Resources Co., Ltd. (Corporate Seal) Legal Representative or authorized representative: /s/ Zhao Mingji - ------------------------------------- Agricultural Bank of China Baoding Sanfeng Branch (Corporate Seal) Responsible person or authorized representative: /s/ Zhao Sijun - ------------------------------------- Date of execution: September 25, 2006 Place of execution: Sanfeng Branch The Consigner hereby testifies: it has received this Loan Contract for Consignment Loan and has no disagreement to any provision. Signature or seal of the Consigner: Baoding Yingli Group Co., Ltd. (Corporate Seal) Legal Representative or authorized representative: /s/ Miao Liansheng - ------------------------------------ (Seal) 4 EX-10.6 27 h00847exv10w6.txt EX-10.6 MAXIMUM AMOUNT GUARANTEE CONTRACT DEC 20,2005 EXHIBIT 10.6 [English Translation] Bank of Communications No: Baoezi 405/208 MAXIMUM AMOUNT GUARANTEE CONTRACT (Apply to loans and trade financing contracts in which the guarantor is legal entity or other organization) No: Baoezi 405/208 MAXIMUM AMOUNT GUARANTEE CONTRACT Important Notice Guarantor please read this contract carefully, especially provisions with In case of any uncertainty, please ask the creditor for clarification. Guarantor: Baoding Tianwei Baobian Electric Co., Ltd. Legal Representative (responsible person): Ding Qiang Registered Address: No. 28 Jingxiu Street, Baoding National High-tech Technology Industry Development District Mail Address: No. 28 Jingxiu Street, Baoding National High-tech Technology Industry Development District Creditor: Bank of Communications, Shijiazhuang Branch Responsible person: Wu Chunjie Mail Address: No. 22 Ziqiang Road, Shijiazhuang Whereas: Baoding Tianwei Yingli New Energy Resource Co., Ltd. (hereinafter referred to as the "Debtor") and the Creditor have entered into a Maximum Amount Loan Contract No. Daiezi 405/208 (hereinafter the "Principal Contract"), and the Guarantor is willing to provide maximum amount guarantee for the fulfillment of credit claims continuously arising from December 20, 2005 to December 20, 2006 (the "Credit Extension Period") under the Principal Contract. To clarify rights and obligations of both parties, upon discussion, the Guarantor and the Creditor hereby agree to enter into this Contract. Article 1 Principal Credit Claims 1.1 The principal credit claims secured by the Guarantor are credit claims arising during the Credit Extension Period under the Principal Contract, including various loans, import bill advance, export bill advance, export collection financing, export check financing or pack loans extent by the Creditor to the Debtor in accordance with the Principal Contract. For credit claim arising during the credit extension period, the Creditor and the Debtor may 1 achieve agreement upon currency, amount, interest rate and debt performance time limit of corresponding principal in Credit Use Application under the Principal Contract. 1.2 The maximum amount of credit claims secured by the guarantee is (currency and amount in words) Renminbi Fifty Million. 1.3 The credit claims secured under this Contract will be determined on the expiry date of the Credit Extension Period. In case that the Creditor discontinues credit extension according to the Principal Contract, the date discontinuing credit extension is the expiry date of the Credit Extension Period. The principal credit claims arising before the expiry date of the Credit Extension Period (including such date) and interest thereof until the Guarantor bears its liability (including compound interest, delay and appropriation interest), litigation fee (arbitration fee) occurred to the Creditor in enforcement of credit claims, lawyer fee, notice expense, acceleration fee and other relevant expenses are all in the scope of guarantee under this Contract. Article 2 Guarantee liability 2.1 The guarantee under this Contract is joint-liability guarantee. 2.2 The scope of guarantee includes principal and interest, compound interest, penalty interest, liquidated damage, compensation for damage and expenses for enforcement of credit claims under the Principal Contract. The expenses caused in enforcement of credit claims includes but not limited expense to press for payment, litigation fee (or arbitration fee), conservation fee, publication fee, enforcement fee, lawyer fee, travel expense and other expenses. 2.3 The guarantee period shall be counted separately based on debt paying deadline agreed in each Credit Use Application under the Principal Contract. The guarantee period under each Credit Use Application shall commence from the date when the debt paying deadline agreed in such Credit Use Application expires until two years after the debt paying deadline agreed in the last Credit Use Application under the Principal Contract expires. . If any Credit Use Application under the Principal Contract provides that the Debtor may pay its debt by installments, the guarantee period of such debt shall commence from the date when each installment's debt paying deadline expires until two years after the date when the last installment's debt paying deadline expires. The date of maturity of the debt under issuance of bank acceptance, letter of credit or security bond shall be the date when the creditor makes advance disbursement. If the Creditor declares earlier expiry of all debt under the Principal Contract, such earlier expiry date declared shall be the date when the debt paying deadline expiries. 2.4 In accordance with provisions of Article five of Security Law of People's Republic of China, both parties of this Contract specifically agree that: the effect of this Contract shall be independent from that of the Principal Contract; the nullification of the Principal Contract or relevant provisions thereof may not affect the effect of this Contract. The Guarantor shall bear joint liability for returning liability or compensation liability to be born by the Debtor after the Principal Contract is invalid. 2 Article 3 Representation and Warranty of the Guarantor 3.1 The Guarantor is an independent civil entity organized in accordance with law and existing legally, has all necessary capability to civil right and may perform obligations under this Contract in its own name and bear civil liability. 3.2 Execution and implementation of this Contract is out of real intent of the Guarantor and has all required consent, approval and authorization without any legal defect. 3.3 All documents, materials and information provided by the Guarantor to the Creditor during execution and implementation of this Contract are true, proper, complete and valid. Article 4 Obligation of the Guarantor 4.1 If the Debtor fails to timely and fully repay the principal and interest of loan, import bill advance, export bill advance, export check financing or pack loan under any Credit Use Application, the Guarantor shall unconditionally and immediately pay to the Creditor all mature and payable amounts of the Debtor. 4.2 The Guarantor shall cooperate with the Creditor to supervise and inspect its operation and financial condition, provide all financial statements, other materials and information required by the Creditor on a timely basis and warrant all documents, materials and information provided to be true, complete and proper.. 4.3 To take any of the following action, the Guarantor shall notify the Creditor in writing at least thirty days in advance and shall not take such action until the credit claims under the Principal Contract have been satisfied or unless agreed by the Creditor in writing: a. to sell, donate, lease, lend, move, mortgage, pledge or otherwise dispose substantial assets or all or most of assets; b. to make material change to its operation structure or property organization, including but not limited to construction contract, lease, corporation restructure, joint stock cooperative system restructure, sale of enterprise, merger (acquisition), co-investment (cooperation), split-up, establishment of subsidiaries, transfer of property and decrease of registered capital. 4.4 In case that any of the following event occurs or may occur, the Guarantor shall notify the Creditor within seven days: a. the amendment of articles of association, change of name, legal representative, registered address, mail address, business scope or other registered matters, decision that has material effect on finance or human resource; b. the plan to apply for bankruptcy or the possibility or the fact on the part of the creditors to apply for its bankruptcy; c. involvement in great litigation or property conservation or other judicial force enforcement upon its major assets; d. extension guarantee to any third party which thereby has material negative effect on its financial condition or its ability to perform its obligation under this Contract; 3 e. execution of contracts that have material effect on its operation and financial condition; f. cease of production, cease of business, dissolution, suspension of business for rectification, forced dissolution or revocation of business license; g. involvement of legal representative (responsible person) or major officer in illegal activities; or h. occurrence of serious difficulty in operation or financial condition, or other matters that have negative effect on the Guarantor's normal operation, financial condition or liquidity. 4.5 Before the Debtor repay to the Creditor all debts under the Principal Contract, the Guarantor may not exercise its right to recourse arising under this Contract against the Debtor or other guarantors. Article 5 Agreement about debit 5.1 The Guarantor authorizes the Creditor to debit against any of its accounts with Bank of Communications certain amount to repay for its mature debt payable. 5.2 After such debit, the Creditor shall notify the Guarantor the account involved, serial number of the principal contract, serial number of Credit Use Application, contract number the amount debited and the balance of the debt. 5.3 If the debited amount is not sufficient to offset all debt of the Guarantor, such debited amount shall be used to offset unpaid expense. If the payment of principal and interest has been delayed for less than 90 days, the balance after offsetting expenses shall be firstly used to offset unpaid interest or penalty interest, compound interest and then be used to offset un-repaid mature principal; if the payment of principal and interest has been delayed for more than 90 days, the balance after offsetting expenses shall be firstly used to offset un-repaid mature principal and then be used to offset unpaid interest or penalty interest, compound interest. 5.4 In case that the currency of debited amount is different from that of the debt to be repaid, such amount shall be converted into the debt to be repaid on the basis exchange rate announced by the Bank of Communications on debit date. Article 6 Settlement of Disputes Any dispute under this Contract shall be settled in the first way of the following. During such dispute, each party shall continue to implement provisions that are not involved in dispute. a. to go to court for the place of the Creditor's domicile that has jurisdiction; b. to apply for arbitration of ____________ arbitration commission in accordance then valid arbitration rules of such commission whose decision shall be final and binding on both parties. Article 7 Miscellaneous 7.1 If the Guarantor has any action to avoid supervision of the Creditor, delay in performance of guarantee obligation or refuse to repay in bad faith, the Creditor shall have the right to report such action to relevant authorities and make it public on news media. 4 7.2 The Guarantor has read the Principal Contract carefully and has confirmed all provisions thereof. 7.3 This Contract has come into effect upon signature (or stamp) by legal representative (responsible person) or authorized representative of both parties and affixed with official chops. 7.4 This Contract is executed with four originals. Each of the Guarantor, Creditor and Debtor keeps one copy respectively. Article 8 Other matters agreed (No content below) 5 The Guarantor has read all above provisions and the Creditor has made corresponding explanation upon request by the Guarantor. The Guarantor has not disagreement upon above contents. Guarantor (official chop): Baoding Tianwei Baobian Electric Co., Ltd. Legal representative (responsible person) or authorized representative: /s/ Jing Chongyou - ------------------------------------ (signature or stamp) Dated: December 20, 2005 Creditor (chop): Bank of Communications, Shijiazhuang Branch Responsible person or authorized representative : /s/ Wu Chunjie - ------------------------------------ (signature or stamp) Dated: December 20, 2005 6 EX-10.7 28 h00847exv10w7.txt EX-10.7 GUARANTEE CONTRACT FEB 6,2007 EXHIBIT 10.7 [ENGLISH TRANSLATION] No: Daibaozi 4070202 GUARANTEE CONTRACT (For legal entity or other organization guarantor) Bank of Communications No: Daibaozi 4070202 GUARANTEE CONTRACT Important Notice Guarantor please read this contract carefully, especially provisions with In case of any uncertainty, please ask the creditor for clarification. Guarantor: Baoding Tianwei Baobian Electric Co., Ltd. Legal Representative (responsible person): Ding Qiang Registered Address: No. 28 Jingxiu Street, Baoding National High-tech Technology Industry Development District Mail Address: No. 28 Jingxiu Street, Baoding National High-tech Technology Industry Development District Creditor: Bank of Communications, Shijiazhuang Branch Responsible person: Wu Chunjie Mail Address: No. 22 Ziqiang Road, Shijiazhuang Whereas: Baoding Tianwei Yingli New Energy Resource Co., Ltd. (hereinafter referred to as the "Debtor") and the Creditor have entered into a Loan Contract with No. Daizi 4070202 (hereinafter the "Principal Contract"), and the Guarantor is willing to guarantee for the fulfillment of credit under the Principal Contract. To clarify rights and obligations of both parties, upon discussion, the Guarantor and the Creditor hereby agree to enter into this Contract. ARTICLE 1 SECURED CREDIT CLAIM The credit claim secured by the Guarantor is the principal in the Principal Contract: Currency Renminbi (amount in character) fifty million yuan; interest rate: 6.12%; expiry date: January 25, 2008. ARTICLE 2 GUARANTEE LIABILITY 2.1 Guarantee under this Contract is joint-liability guarantee. 2.2 The scope of guarantee includes principal and interest thereof, compound interest, penalty interest, liquidated damage, compensation for damage and expenses for enforcement of credit right 1 under the Principal Contract. The expenses caused in enforcement of credit right includes but not limited expense to press for payment, litigation fee (or arbitration fee), conservation fee, publication fee, enforcement fee, lawyer fee, travel expense and other expenses. 2.3 The guarantee period is two years from the date when the debt is mature. If the Principal Contract provides that the Debtor may pay its debt by installments, the guarantee period shall commence from the date when each installment's debt paying deadline expires until two years after the date when the last installment's debt paying deadline expires. The date of maturity of the debt under issuance of bank acceptance, letter of credit or security bond shall be the date when the creditor makes advance disbursement. If the Creditor declares earlier expiry of all debt under the Principal Contract, such earlier expiry date declared shall be the date when the debt paying deadline expiries. 2.4 In accordance with provisions of Article five of Security Law of People's Republic of China, both parties of this Contract specifically agree that: the effect of this Contract shall be independent from that of the Principal Contract; the nullification of the Principal Contract or relevant provisions thereof may not affect the effect of this Contract. The Guarantor shall bear joint liability for returning liability or compensation liability to be born by the Debtor after the Principal Contract is invalid. ARTICLE 3 REPRESENTATION AND WARRANTY OF THE GUARANTOR 3.1 The Guarantor is an independent civil entity organized in accordance with law and existing legally, has all necessary capability and may perform obligations under this Contract in its own name and bear civil liability. 3.2 Execution and implementation of this Contract is out of real intent of the Guarantor and has all required consent, approval and authorization without any legal defect. 3.3 All documents, materials and information provided by the Guarantor to the Creditor during execution and implementation of this Contract are true, proper, complete and valid. ARTICLE 4 OBLIGATION OF THE GUARANTOR 4.1 In any of the following events on the part of the Debtor, the Guarantor shall unconditionally and immediately pay to the Creditor all mature and payable amounts of the Debtor: a. failure to timely and fully repay the loan or financing principal and interest thereof under various loans or import bill advance, export bill advance, export collection financing, pack loans and other trade financing businesses; b. failure to timely and fully repay the advance disbursement of the Creditor under issuance of letter of credit, bank acceptance or security bond. 4.2 The Guarantor shall cooperate with the Creditor to supervise and inspect its operation and financial condition, provide all financial statements, other materials and information required by the Creditor on a timely basis and warrant all documents, materials and information provided to be true, complete and proper.. 2 4.3 To take any of the following action, the Guarantor shall notify the Creditor in writing at least thirty days in advance and shall not take such action until the credit claims under the Principal Contract have been repaid or unless agreed by the Creditor in writing: a. to sell, donate, lease, lend, move, mortgage, pledge or otherwise dispose substantial assets or all or part of assets; b. to make material change to its operation structure or property organization, including but not limited to conduct contract, lease, corporation restructure, joint stock cooperative system restructure, sale of enterprise, merger (acquisition), co-investment (cooperation), split-up, establishment of subsidiaries, transfer of property and decrease of registered capital. 4.4 In case that any of the following event occurs or may occur, the Guarantor shall notify the Creditor in seven days: a. the amendment of articles of association, change of name, legal representative, registered address, mail address, business scope or other registered matters, decision that has material effect on finance or human resource; b. the plan to apply for bankruptcy or the possibility or the fact on the part of the creditors to apply for its bankruptcy; c. involvement in great litigation or property conservation or other judicial force enforcement upon its major assets; d. extension guarantee to any third party which thereby has material negative effect on its financial condition or its ability to perform its obligation under this Contract; e. execution of contracts that have material effect on its operation and financial condition; f. cease of production, cease of business, dissolution, suspension of business for rectification, forced dissolution or revocation of business license; g. involvement of legal representative (responsible person) or major officer in illegal activities; or h. occurrence of serious difficulty in operation or financial condition, or other matters that have negative effect on the Guarantor's normal operation, financial condition or liquidity. 4.5 Before the Debtor repay to the Creditor all debts under the Principal Contract, the Guarantor may not exercise its right to recourse arising under this Contract against the Debtor or other guarantors. 4.6 If the Creditor and the Debtor make amendment to the Principal Contract, the Guarantor shall still have joint liability of guarantee. However, In case of increase of contract amount, change of currency, increase of interest rate without statute reasons or extension of repayment time limit without written consent of the Guarantor, the Guarantor may bear liability of guarantee in accordance with such amount, currency, interest rate and time limit as provided by this Contract. ARTICLE 5 AGREEMENT ABOUT DEBIT 5.1 The Guarantor authorizes the Creditor to debit from any of its accounts with Bank of 3 Communications certain amount to repay for its mature debt payable. 5.2 After such debit, the Creditor shall notify the Guarantor account involved, serial number of the principal contract, serial number of the guarantee contract, the amount debited and the balance of the debt. 5.3 If the debited amount is not sufficient to offset all debt of the Guarantor, such debited amount shall be used in accordance with the following agreement after offsetting expenses unpaid: a. under loan or import bill advance, export bill advance, export collection financing, export check financing, pack loans and other trade financing businesses, if payment of principal and interest has been delayed for less than 90 days, the balance after offsetting expenses shall be firstly used to offset unpaid interest or penalty interest, compound interest and then be used to offset un-repaid principal; if payment of principal and interest has been delayed for more than 90 days, the balance after offsetting expenses shall be firstly used to offset un-repaid principal and then be used to offset unpaid interest or penalty interest, compound interest; b. under issuance of bank acceptance, letter of credit, security bond or export factoring, the balance after offsetting expenses shall be firstly used to offset un-repaid principal and then be used to offset unpaid interest or penalty interest, compound interest. 5.4 In case that the currency of debited amount is different from that of the debt to be repaid, such amount shall be converted into the debt to be repaid on the basis exchange rate announced by the Bank of Communication on debit date. Article 6 Settlement of Disputes Any dispute under this Contract shall be settled in the first way of the following. During such dispute, each party shall continue to implement provisions that are not involved in dispute. a. to go to court for the place of the Creditor's domicile that has jurisdiction; b. to apply for arbitration of ____________ arbitration commission in accordance then valid arbitration rules of such commission whose decision shall be final and binding on both parties. ARTICLE 7 MISCELLANEOUS 7.1 If the Guarantor has any action to avoid supervision of the Creditor, delay in performance of guarantee obligation or refuse repay in bad faith, the Creditor shall have the right to report such action to relevant authorities and make it public on news media. 7.2 The Guarantor has read the Principal Contract carefully and has confirmed all provisions thereof. 7.3 This Contract has been signed (or stamped) by legal representative (responsible person) or authorized representative of the Guarantor and legal representative (responsible person) or authorized representative of the Creditor and attached with official chops and has come into effect. 7.4 This Contract is executed with four originals. Each of the Guarantor, Creditor and Debtor keeps one copy respectively. 4 ARTICLE 8 OTHER MATTERS AGREED When executing this Contract, the Borrower is not a shareholder or actual controller as defined by the Company Law of the Guarantor. The Guarantor has read all above provisions and the Creditor has made corresponding explanation upon request by the Guarantor. The Guarantor has not disagreement upon above contents. Guarantor (official chop): Baoding Tianwei Baobian Electric Co., Ltd. Legal representative (responsible person) or authorized representative: /s/ Ding Qiang ------------------------------ (signature or stamp) Execution Date: February 6, 2007 Creditor (chop): Bank of Communications, Shijiazhuang Branch Responsible person or authorized representative: /s/ Shen Guodong ------------------------------- (signature or stamp) Execution Date: February 6, 2007 5 EX-10.8 29 h00847exv10w8.txt EX-10.8 MAXIMUM AMOUNT GUARANTEE CONTRACT MAR 30,2005 EXHIBIT 10.8 [ENGLISH TRANSLATION] Contract No. (2005) Yinbao No. 42 MAXIMUM AMOUNT GUARANTEE CONTRACT China CITIC Industry Bank MAXIMUM AMOUNT GUARANTEE CONTRACT GUARANTOR: Baoding Tianwei Baobian Electric Co., Ltd. (HEREINAFTER "PARTY A") REGISTERED ADDRESS: Baoding MAIL CODE: 071000 TEL: 3308517 FAX: 3308517 LEGAL REPRESENTATIVE: Ding Qiang BANK AND ACCOUNT: CITIC CREDITOR: CITIC Industry Bank, Shijiazhuang Branch (HEREINAFTER "PARTY B") REGISTERED ADDRESS: No. 209 Xinhua East Road MAIL CODE: 050000 TEL: 7884438 FAX: 7884436 LEGAL REPRESENTATIVE/ RESPONSIBLE PERSON: Chen Yanming BANK AND ACCOUNT: DEBTOR: Baoding Tianwei Yingli New Energy Resources Co., Ltd. REGISTERED ADDRESS: No. 11 Fuxing Road, High-tech District, Baoding MAIL CODE: 050000 TEL: 7921313 FAX: 3151881 LEGAL REPRESENTATIVE: Ding Qiang BANK AND ACCOUNT: CITIC PLACE EXECUTING THIS CONTRACT: Shijiazhuang City DATE EXECUTING THIS CONTRACT: March 30, 2005 1 To ensure satisfaction of credit claims of Party B, Party A is willing to provide maximum amount guarantee for a series of credit claims between Party B and the Debtor. Therefore, in accordance with Contract Law, Security Law and other relevant laws and regulations, upon equal discussion, Party A and Party B enter into this Contract. Article 1 Definition 1.1 Maximum amount guarantee refers to the agreement between the Creditor and the Guarantor providing that the Guarantor provides guarantee to the Creditor for the Debtor's performance of its debts occurring continuously in certain period within a certain maximum amount. Such maximum amount refers to the total balance of debts (including contingent debts) owed by the Debtor to Party B. Article 2 Principal Credit Claim Under Guarantee The principal credit claims under guarantee refer to a series of credit claims arising from March 30, 2005 to September 30, 2005 due to credit extension by Party B to the Debtor, the maximum amount of which is Renminbi (in words) one hundred and fifty million yuan. If Party A performs its obligation of security in accordance with this Contract, such maximum amount is deducted correspondingly based on the amount paid. Within such period and in the extent of such maximum amount as agreed above, the serial contracts, agreements and other legal documents entered into between Party B and the Debtor that constitute the basis of creditor-debtor relationship are the Principal Contracts of this Contract. Article 3 Form of Guarantee Party A provides joint-liability guarantee. In case that the Debtor fails to pay any or part of its debts upon expiry of the performance period of a single debt under the Principal Contracts, Party B shall have the right to directly require Party A to bear guarantee liability. When the Debtor fails to pay its debt in accordance with the Principal Contracts, whether or not Party B enjoys any other security (including but to limited to guarantee, mortgage, pledge, guarantee letter, stand-by letter of credit or other security form) for its credit claims under the Principal Contracts, Party B shall have the right to directly require Party B to bear guarantee liability in the extent of its guarantee. Article 4 Guarantee Period 2 1. The period of the guarantee provided by Party A is two years, that is, two years from the date when the debt performance time limit agreed in specific business contract expires. The guarantee period under each specific business contract shall be counted separately. 2. If the debt becomes mature earlier according to laws and regulations or the Principal Contracts or by agreement between the parties of the Principal Contracts, such earlier expiry date is the date when the performance time limit expires. Article 5 Scope of Guarantee The scope of this guarantee includes principal, interest, penalty interest, compound interest, liquidated damage, compensation for damage and expenses for enforcement of credit claim (including but not limited to litigation fee, lawyer fee, travel expense) under the Principal Contracts. ARTICLE 6 STATEMENT AND WARRANTY OF PARTY A 1. Party A is a legal person or other organization established in accordance with laws, has the capacity for civil rights and capacity for civil conduct necessary for execution and implementation of this Contract and can bear civil liability independently. 2. Party A is voluntary to provide security for the Debtor of the Principal Contracts. All of its intent expression under this Contract is real. 3. All documents, statements and representation provided by Party A relevant to loans under the Principal Contracts are legal, true, proper and complete. Other than information that has been disclosed to Party B in writing, there is not any other material indebtedness (including contingent indebtedness), breach of contract, litigation, arbitration or other material matter affecting its asset that may affect implementation of this Contract on the part of Party A is not disclosed to Party B. ARTICLE 7 RIGHTS AND OBLIGATIONS OF PARTY A 1. Party A shall furnish Party B with true and valid legal documents that can prove its legal position. 2. Within duration of this Contract, in case of change in registered address, name, telephone number or fax, Party A shall notify Party B such change in writing in seven calendar days after change. 3. Party B shall periodically or at any time upon request by Party B provide to 3 Party B with statements and other documents that truly reflect its overall financial condition. 4. In duration of this Contract, if there occurs, on the part of Party A, among other things, share transfer, restructure, merger, split-up, joint stock system restructure, co-investment, cooperation, cooperative operation, contracting, lease, change of business scope and registered capital, transfer of material asset that may or is sufficient to affect its ability of security, Party A shall notify Party B in writing thirty calendar days in advance. 5. If there occurs, on the part of Party A, discontinuance of business, suspension of business, being announced to be in bankruptcy, dissolution, revocation of business license, forced dissolution, worsening of financial condition or involvement in material economic disputes, Party A shall notify Party B in seven calendar days from the date of occurrence of forgoing. 6. In duration of this Contract, the extension of any form of security by Party A to any third party shall not damage Party B's interests. 7. In duration of this Contract, in case of any event under item four or five of this Article, Party A warrants to make appropriate arrangement for all guarantee liability under this Contract. 8. In case that Party B requires Party A to bear guarantee liability because the Debtor fails to repay all or part of debts under the Principal Contracts in accordance agreement (including in the event of earlier maturity of debt under the Principal Contracts as agreed in the Principal Contracts), upon receipt of written notice from Party B, Party A shall immediately pay to Party B such amount in such way as notified and repay such debt under the Principal Contracts. 9. If Party A fails to perform its obligation in accordance with item eight of this Article, Party A authorizes Party B to directly debit against any account of Party A with Party B and/or exercise right to dispose upon Party A's property or property right legally occupied and managed by Party B to repay debt under the Principal Contracts. 10. Unless otherwise provided by this Contract, any amount paid to Party B by Party A in bearing its guarantee liability shall offset the following in such order as follows: a. the expense for enforcement of credit claims; b. damage compensation; c. liquidated damage; d. compound interest of the principal credit claim; e. delay penalty interest of the principal credit claim; f. interest of the principal credit claim; and g. principal of the principal credit claim. 11. In the guarantee period, Party B and the Debtor of the Principal Contracts may negotiate on amendment of relevant provisions of the Principal Contracts without consent of party A. But if such amendment of the Principal Contracts by Party B and the Debtor of the Principal Contracts apparently increases debt 4 of the Debtor, Party A's consent shall be obtained, otherwise Party B may not bear guarantee liability for the increased part on the Debtor of the Principal Contracts, provided that, if such increase of debt of the Debtor of the Principal Contracts is due to adjustment of interest rate by People's Bank of China, Party B shall bear joint guarantee liability for such indebtedness increased thereby. ARTICLE 8 RIGHTS AND OBLIGATIONS OF PARTY B 1. To transfer all of its credit claims under the Principal Contracts to any third party, Party B shall notify Party A in fifty bank business days after executing the credit claim transfer contract in writing. 2. During implementation of this Contract, if the People's Bank of China adjusts loan interest rate and the interest rate under the Principal Contracts is adjusted correspondingly in accordance with rules of the People's Bank of China, such adjustment shall not be deemed to be amendment to the Principal Contracts and this Contract. Party B needs not to notify Party A and Party A shall continue to bear guarantee liability. 3. Party B needs not to notify Party A when executing specific business contracts with the Debtor with respect to specific credit extension business under the Principal Contracts. 4. If the Debtor of the Principal Contracts fails to pay all or part of its debt in accordance with the Principal Contracts (including in the event of earlier maturity of debt under the Principal Contracts as agreed in the Principal Contracts), Party B has the right to require Party A to bear guarantee liability in accordance with this Contract. 5. Party B shall keep materials, documents and information about Party A provided by Party A in confidentiality, other than those that shall be inquired or disclosed as required by laws and regulations. ARTICLE 9 BREACH OF CONTRACT 1. After this Contract comes into effect, Party A and Party B shall perform its obligations agreed in this Contract. Any party that fails perform to or un-completely performs its obligation agreed in this Contract, shall bear corresponding liability for breach of contract and compensate the other party for its loss caused. 2. Party A shall compensate Party B for any loss caused by untrue, improper, un-complete or misleading statement and warranty in Article 6 of this Contract. 5 3. If this Contract becomes invalid due to default of Party A, Party A shall compensate Party B for all of its loss in the extent of the guarantee scope. 4. In duration of this Contract, in case of any of the following event, Party B shall have the right to announce that all of the Principal Contracts are mature and directly require Party B to bear guarantee liability. a. that Party B is not repaid at expiry of performance time limit of any debt under the Principal Contracts; b. that the Principal Contracts becomes mature earlier according to provisions thereof; c. that Party A discontinues its business, suspends its business, applies for bankruptcy, is announced to be in bankruptcy, is dissolved, has its business license revoked or is forced to dissolved; d. other events on the part of Party A that endanger or harm or may endanger or harm Party B's interests. ARTICLE 10 ACCUMULATIVENESS OF RIGHTS 1. The rights of Party B under this Contract are accumulative and will not affect or exclude any other right of Party B against Party A in accordance with laws and other contracts. Unless expressed by Party B in writing, Party B's failure to exercise, partial exercise of and/or delay to exercise any of its rights shall not constitute waiver or partial waiver of such right and shall not affect, prevent or block Party B to contrite to exercise such right or any other rights. 2. The obligations and liabilities of Party A under this Contract are accumulative and shall not affect or exclude any other obligation and liability owed by Party A to Party B in accordance with laws and other contracts. Unless otherwise required by law compulsorily or agreed or recognized by Party B in writing, Party B shall not bear any liability for obligations and liabilities owed by Party A to any third party in accordance with laws or agreements. ARTICLE 11 CONTINUITY OF OBLIGATIONS All obligations and joint liability of Party A under this Contract are of continuity, completely binding on its inheritor, take-over person or organization, assignee and the entity existing after merger, restructure or change of name and shall not be affected by any dispute, compensation claim, legal proceeding, any order from superior organization and any contract or document entered into by and between the Debtor of the Principal Contract and any natural person or legal person, shall not change due to bankruptcy of the Debtor, inability to repay the debt, disqualification as an enterprise, amendment of articles of association and occurrence of any substantial change. 6 ARTICLE 12 NOTARIZATION AND VOLUNTEER ACCEPT OF FORCE ENFORCEMENT 1. If any party of this Contract requests notarization, this Contract shall be notarized by the notary authority provided by the State. 2. Party A agrees that Party B may apply to the notary authority with this Contract for issuance of notary certificate that has enforceable effect. In case that the Debtor fails to pay off amount under credit extension, interest and relevant expense within repayment time limit provided by this Contract, Party B may apply for force enforcement with people's court having jurisdiction with such notary certificate and Party A will waive all rights of defense and all rights to refuse to bear guarantee liability to Party B. ARTICLE 13 FORCE MAJEURE If Party A is unable to perform its obligations in accordance with this Contract due to force majeure event, Party A shall notify Party B in ten legal business days from the date of occurrence of such force majeure event and provide written certificate about such force majeure event issued by local notary authority. ARTICLE 14 OTHER AGREED MATTERS ARTICLE 15 APPLICABLE LAW This Contract shall apply laws of People's Republic of China and is binding no Party A and Party B. ARTICLE 16 SETTLEMENT OF DISPUTES Any dispute arising due to this Contract or relevant to this Contract shall be settled by discussion between Party A and Party B; in case of failure to discuss, both parties agree that such dispute shall be settled in the second way of the following: 1. to apply for arbitration by __________ arbitration commission; 2. to sue to people's court for the place of Party B's domicile. During litigation or arbitration, the provisions of this Contract that are not involved in dispute shall continue to be implemented. ARTICLE 17 EFFECT OF THIS CONTRACT 7 1. This Contract is independent from the Principal Contracts. The invalidity of the Principal Contracts due to any reason shall not affect the effect of this Contract and this Contract shall continue to be valid. The joint guarantee liability of Party A under this Contract extends to include legal liability after invalidity of the Principal Contracts (including but to limited to returning and compensation liability). 2. If certain article or part of certain article of this Contract is or will be invalid, such article or such invalid part shall not affect the validity of this Contract and other articles of this Contract or other part of such article. ARTICLE 18 EFFECTIVENESS, AMENDMENT AND TERMINATION OF CONTRACT 1. This Contract comes into effect upon signature or stamping (signature or stamping with name chop) and stamping with official chop or contract chop by legal representative or authorized representative of Party A and legal representative or authorized representative of Party B. 2. After this Contract comes into effect, unless otherwise agreed in this Contract, any party of Party A and Party B shall not amend or terminate this Contract without permission. The amendment or termination of this Contract shall be made upon discussion of Party A and Party B with written agreement. ARTICLE 19 MISCELLANEOUS 1. With respect to matters that are not mentioned in this Contract, Party A and Party B may enter into separate written agreement as annex to this Contract. Any annex, amendment or supplement to this Contract shall constitute a party of this Contract and have the same legal effect as this Contract. 2. Any notice, request or other communication with respect to this Contract by Party B to Party A, including but not limited to tele-fax, telegraph or fax shall be deemed to be delivered to Party A upon transmission; mail letters shall be deemed to be delivered to Party A on third day of registered mail; in case of hand delivery, on the date when the recipient signs on the receipt. 3. This Contract is executed with three copies, each of which is kept by Party A and Party B separately. In case of notarization, the notary authority may keep one copy. 8 Party A: Baoding Tianwei Baobian Electric Co., Ltd. (Corporate Seal) Legal Representative: /s/ Ding Qiang ----------------------- (or authorized representative) Corporate seal Party B: CITIC Industry Bank, Shijiazhuang Branch (Corporate Seal) Legal Representative or responsible person: /s/ Chen Yanming ----------------------- (or authorized representative) Corporate seal 9 EX-10.9 30 h00847exv10w9.txt EX-10.9 MAXIMUM AMOUNT GUARANTEE CONTRACT AUG 11,2005 EXHIBIT 10.9 [ENGLISH TRANSLATION] Contract No. (2005) Yinbao No. 10 MAXIMUM AMOUNT GUARANTEE CONTRACT China CITIC Industry Bank MAXIMUM AMOUNT GUARANTEE CONTRACT GUARANTOR: Baoding Tianwei Baobian Electric Co., Ltd. (HEREINAFTER "PARTY A") REGISTERED ADDRESS: No. 318 Tianwei West Road, Baoding MAIL CODE: 071000 TEL: 0312-3308517 FAX: 0312-3308517 LEGAL REPRESENTATIVE: Ding Qiang BANK AND ACCOUNT: Shijiazhuang Branch of CITIC CREDITOR: CITIC Industry Bank, Shijiazhuang Branch (HEREINAFTER "PARTY B") REGISTERED ADDRESS: No. 209 Xinhua East Road, Shijiazhuang MAIL CODE: 050000 TEL: 87884438 FAX: 87884436 LEGAL REPRESENTATIVE/ RESPONSIBLE PERSON: Chen Yanming BANK AND ACCOUNT: DEBTOR: Baoding Tianwei Yingli New Energy Resources Co., Ltd. REGISTERED ADDRESS: No. 11 Fuxing Road, High-tech District, Baoding MAIL CODE: 050000 TEL: 0312-3100513 FAX: 0312-3151881 LEGAL REPRESENTATIVE: Ding Qiang BANK AND ACCOUNT: Shijiazhuang Branch of CITIC PLACE EXECUTING THIS CONTRACT: Shijiazhuang City DATE EXECUTING THIS CONTRACT: August 11, 2005 1 To ensure satisfaction of credit claims of Party B, Party A is willing to provide maximum amount guarantee for a series of credit claims between Party B and the Debtor. Therefore, in accordance with Contract Law, Security Law and other relevant laws and regulations, upon equal discussion, Party A and Party B enter into this Contract. ARTICLE 1 DEFINITION 1.1 Maximum amount guarantee refers to the agreement between the Creditor and the Guarantor providing that the Guarantor provides guarantee to the Creditor for the Debtor's performance of its debts occurring continuously in certain period within a certain maximum amount. Such maximum amount refers to the total balance of debts (including contingent debts) owed by the Debtor to Party B. ARTICLE 2 PRINCIPAL CREDIT CLAIM UNDER GUARANTEE The principal credit claims under guarantee refer to a series of credit claims arising from August 11, 2005 to August 11, 2007 due to credit extension by Party B to the Debtor, the maximum amount of which is Renminbi (in words) one hundred and fifty million yuan. If Party A performs its obligation of security in accordance with this Contract, such maximum amount is deducted correspondingly based on the amount paid. Within such period and in the extent of such maximum amount as agreed above, the serial contracts, agreements and other legal documents entered into between Party B and the Debtor that constitute the basis of creditor-debtor relationship are the Principal Contracts of this Contract. ARTICLE 3 FORM OF GUARANTEE Party A provides joint-liability guarantee. In case that the Debtor fails to pay any or part of its debts upon expiry of the performance period of a single debt under the Principal Contracts, Party B shall have the right to directly require Party A to bear guarantee liability. When the Debtor fails to pay its debt in accordance with the Principal Contracts, whether or not Party B enjoys any other security (including but to limited to guarantee, mortgage, pledge, guarantee letter, stand-by letter of credit or other security form) for its credit claims under the Principal Contracts, Party B shall have the right to directly require Party B to bear guarantee liability in the extent of its guarantee. ARTICLE 4 GUARANTEE PERIOD 2 1. The period of the guarantee provided by Party A is two years, that is, two years from the date when the debt performance time limit agreed in specific business contract expires. The guarantee period under each specific business contract shall be counted separately. 2. If the debt becomes mature earlier according to laws and regulations or the Principal Contracts or by agreement between the parties of the Principal Contracts, such earlier expiry date is the date when the performance time limit expires. ARTICLE 5 SCOPE OF GUARANTEE The scope of this guarantee includes principal, interest, penalty interest, compound interest, liquidated damage, compensation for damage and expenses for enforcement of credit claim (including but not limited to litigation fee, lawyer fee, travel expense) under the Principal Contracts. ARTICLE 6 STATEMENT AND WARRANTY OF PARTY A 1. Party A is a legal person or other organization established in accordance with laws, has the capacity for civil rights and capacity for civil conduct necessary for execution and implementation of this Contract and can bear civil liability independently. 2. Party A is voluntary to provide security for the Debtor of the Principal Contracts. All of its intent expression under this Contract is real. 3. All documents, statements and representation provided by Party A relevant to loans under the Principal Contracts are legal, true, proper and complete. Other than information that has been disclosed to Party B in writing, there is not any other material indebtedness (including contingent indebtedness), breach of contract, litigation, arbitration or other material matter affecting its asset that may affect implementation of this Contract on the part of Party A is not disclosed to Party B. ARTICLE 7 RIGHTS AND OBLIGATIONS OF PARTY A 1. Party A shall furnish Party B with true and valid legal documents that can prove its legal position. 2. Within duration of this Contract, in case of change in registered address, name, telephone number or fax, Party A shall notify Party B such change in writing in seven calendar days after change. 3. Party B shall periodically or at any time upon request by Party B provide to 3 Party B with statements and other documents that truly reflect its overall financial condition. 4. In duration of this Contract, if there occurs, on the part of Party A, among other things, share transfer, restructure, merger, split-up, joint stock system restructure, co-investment, cooperation, cooperative operation, contracting, lease, change of business scope and registered capital, transfer of material asset that may or is sufficient to affect its ability of security, Party A shall notify Party B in writing thirty calendar days in advance. 5. If there occurs, on the part of Party A, discontinuance of business, suspension of business, being announced to be in bankruptcy, dissolution, revocation of business license, forced dissolution, worsening of financial condition or involvement in material economic disputes, Party A shall notify Party B in seven calendar days from the date of occurrence of forgoing. 6. In duration of this Contract, the extension of any form of security by Party A to any third party shall not damage Party B's interests. 7. In duration of this Contract, in case of any event under item four or five of this Article, Party A warrants to make appropriate arrangement for all guarantee liability under this Contract. 8. In case that Party B requires Party A to bear guarantee liability because the Debtor fails to repay all or part of debts under the Principal Contracts in accordance agreement (including in the event of earlier maturity of debt under the Principal Contracts as agreed in the Principal Contracts), upon receipt of written notice from Party B, Party A shall immediately pay to Party B such amount in such way as notified and repay such debt under the Principal Contracts. 9. If Party A fails to perform its obligation in accordance with item eight of this Article, Party A authorizes Party B to directly debit against any account of Party A with Party B and/or exercise right to dispose upon Party A's property or property right legally occupied and managed by Party B to repay debt under the Principal Contracts. 10. Unless otherwise provided by this Contract, any amount paid to Party B by Party A in bearing its guarantee liability shall offset the following in such order as follows: a. the expense for enforcement of credit claims; b. damage compensation; c. liquidated damage; d. compound interest of the principal credit claim; e. delay penalty interest of the principal credit claim; f. interest of the principal credit claim; and g. principal of the principal credit claim. 11. In the guarantee period, Party B and the Debtor of the Principal Contracts may negotiate on amendment of relevant provisions of the Principal Contracts without consent of party A. But if such amendment of the Principal Contracts by Party B and the Debtor of the Principal Contracts apparently increases debt 4 of the Debtor, Party A's consent shall be obtained, otherwise Party B may not bear guarantee liability for the increased part on the Debtor of the Principal Contracts, provided that, if such increase of debt of the Debtor of the Principal Contracts is due to adjustment of interest rate by People's Bank of China, Party B shall bear joint guarantee liability for such indebtedness increased thereby. ARTICLE 8 RIGHTS AND OBLIGATIONS OF PARTY B 1. To transfer all of its credit claims under the Principal Contracts to any third party, Party B shall notify Party A in fifty bank business days after executing the credit claim transfer contract in writing. 2. During implementation of this Contract, if the People's Bank of China adjusts loan interest rate and the interest rate under the Principal Contracts is adjusted correspondingly in accordance with rules of the People's Bank of China, such adjustment shall not be deemed to be amendment to the Principal Contracts and this Contract. Party B needs not to notify Party A and Party A shall continue to bear guarantee liability. 3. Party B needs not to notify Party A when executing specific business contracts with the Debtor with respect to specific credit extension business under the Principal Contracts. 4. If the Debtor of the Principal Contracts fails to pay all or part of its debt in accordance with the Principal Contracts (including in the event of earlier maturity of debt under the Principal Contracts as agreed in the Principal Contracts), Party B has the right to require Party A to bear guarantee liability in accordance with this Contract. 5. Party B shall keep materials, documents and information about Party A provided by Party A in confidentiality, other than those that shall be inquired or disclosed as required by laws and regulations. ARTICLE 9 BREACH OF CONTRACT 1. After this Contract comes into effect, Party A and Party B shall perform its obligations agreed in this Contract. Any party that fails perform to or un-completely performs its obligation agreed in this Contract, shall bear corresponding liability for breach of contract and compensate the other party for its loss caused. 2. Party A shall compensate Party B for any loss caused by untrue, improper, un-complete or misleading statement and warranty in Article 6 of this Contract. 3. If this Contract becomes invalid due to default of Party A, Party A shall 5 compensate Party B for all of its loss in the extent of the guarantee scope. 4. In duration of this Contract, in case of any of the following event, Party B shall have the right to announce that all of the Principal Contracts are mature and directly require Party B to bear guarantee liability. a. that Party B is not repaid at expiry of performance time limit of any debt under the Principal Contracts; b. that the Principal Contracts becomes mature earlier according to provisions thereof; c. that Party A discontinues its business, suspends its business, applies for bankruptcy, is announced to be in bankruptcy, is dissolved, has its business license revoked or is forced to dissolved; d. other events on the part of Party A that endanger or harm or may endanger or harm Party B's interests. ARTICLE 10 ACCUMULATIVENESS OF RIGHTS 1. The rights of Party B under this Contract are accumulative and will not affect or exclude any other right of Party B against Party A in accordance with laws and other contracts. Unless expressed by Party B in writing, Party B's failure to exercise, partial exercise of and/or delay to exercise any of its rights shall not constitute waiver or partial waiver of such right and shall not affect, prevent or block Party B to contrite to exercise such right or any other rights. 2. The obligations and liabilities of Party A under this Contract are accumulative and shall not affect or exclude any other obligation and liability owed by Party A to Party B in accordance with laws and other contracts. Unless otherwise required by law compulsorily or agreed or recognized by Party B in writing, Party B shall not bear any liability for obligations and liabilities owed by Party A to any third party in accordance with laws or agreements. ARTICLE 11 CONTINUITY OF OBLIGATIONS All obligations and joint liability of Party A under this Contract are of continuity, completely binding on its inheritor, take-over person or organization, assignee and the entity existing after merger, restructure or change of name and shall not be affected by any dispute, compensation claim, legal proceeding, any order from superior organization and any contract or document entered into by and between the Debtor of the Principal Contract and any natural person or legal person, shall not change due to bankruptcy of the Debtor, inability to repay the debt, disqualification as an enterprise, amendment of articles of association and occurrence of any substantial change. 6 ARTICLE 12 NOTARIZATION AND VOLUNTEER ACCEPT OF FORCE ENFORCEMENT 1. If any party of this Contract requests notarization, this Contract shall be notarized by the notary authority provided by the State. 2. Party A agrees that Party B may apply to the notary authority with this Contract for issuance of notary certificate that has enforceable effect. In case that the Debtor fails to pay off amount under credit extension, interest and relevant expense within repayment time limit provided by this Contract, Party B may apply for force enforcement with people's court having jurisdiction with such notary certificate and Party A will waive all rights of defense and all rights to refuse to bear guarantee liability to Party B. ARTICLE 13 FORCE MAJEURE If Party A is unable to perform its obligations in accordance with this Contract due to force majeure event, Party A shall notify Party B in ten legal business days from the date of occurrence of such force majeure event and provide written certificate about such force majeure event issued by local notary authority. ARTICLE 14 OTHER AGREED MATTERS [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] ARTICLE 15 APPLICABLE LAW This Contract shall apply laws of People's Republic of China and is binding no Party A and Party B. ARTICLE 16 SETTLEMENT OF DISPUTES Any dispute arising due to this Contract or relevant to this Contract shall be settled by discussion between Party A and Party B; in case of failure to discuss, both parties agree that such dispute shall be settled in the second way of the following: 1. to apply for arbitration by _______________ arbitration commission; 2. to sue to people's court for the place of Party B's domicile. During litigation or arbitration, the provisions of this Contract that are not involved in dispute shall continue to be implemented. 7 ARTICLE 17 EFFECT OF THIS CONTRACT 1. This Contract is independent from the Principal Contracts. The invalidity of the Principal Contracts due to any reason shall not affect the effect of this Contract and this Contract shall continue to be valid. The joint guarantee liability of Party A under this Contract extends to include legal liability after invalidity of the Principal Contracts (including but to limited to returning and compensation liability). 2. If certain article or part of certain article of this Contract is or will be invalid, such article or such invalid part shall not affect the validity of this Contract and other articles of this Contract or other part of such article. ARTICLE 18 EFFECTIVENESS, AMENDMENT AND TERMINATION OF CONTRACT 1. This Contract comes into effect upon signature or stamping (signature or stamping with name chop) and stamping with official chop or contract chop by legal representative or authorized representative of Party A and legal representative or authorized representative of Party B. 2. After this Contract comes into effect, unless otherwise agreed in this Contract, any party of Party A and Party B shall not amend or terminate this Contract without permission. The amendment or termination of this Contract shall be made upon discussion of Party A and Party B with written agreement. ARTICLE 19 MISCELLANEOUS 1. With respect to matters that are not mentioned in this Contract, Party A and Party B may enter into separate written agreement as annex to this Contract. Any annex, amendment or supplement to this Contract shall constitute a party of this Contract and have the same legal effect as this Contract. 2. Any notice, request or other communication with respect to this Contract by Party B to Party A, including but not limited to tele-fax, telegraph or fax shall be deemed to be delivered to Party A upon transmission; mail letters shall be deemed to be delivered to Party A on third day of registered mail; in case of hand delivery, on the date when the recipient signs on the receipt. 3. This Contract is executed with _____ [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] copies, ____ [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] of which is kept by Party A and Party B separately. In case of notarization, the notary authority may keep one copy. 8 Party A: Baoding Tianwei Baobian Electric Co., Ltd. (Corporate Seal) Legal Representative: /s/ Ding Qiang - ------------------------------------- (or authorized representative) Corporate seal Party B: CITIC Industry Bank, Shijiazhuang Branch (Corporate Seal) Legal Representative or responsible person: /s/ Chen Yanming - ------------------------------------- (or authorized representative) Corporate seal 9 EX-10.10 31 h00847exv10w10.txt EX-10.10 MAXIMUM AMOUNT GUARANTEE CONTRACT FEB 6,2007 EXHIBIT 10.10 [ENGLISH TRANSLATION] Contract No. (2007) Jiyinbaozi/ No. 712008 MAXIMUM AMOUNT GUARANTEE CONTRACT China CITIC Bank How to fill in this Contract 1. This contract shall be filled in with black blue or blue gel pen or pen. 2. This contract shall be filled in completely. The handwriting shall be clear and tidy. 3. The type of currency shall be in Chinese instead of currency symbol. Amounts in words shall be added with Chinese name of the currency ahead; amounts in number shall be added with currency symbol ahead. 4. Blank in fund-drawing schedule and repaying schedule may be filled in with lineation and added with "the following is blank" chop or filled in with words like "the following is blank". Other blank without substantial content may be filled in with "/". MAXIMUM AMOUNT GUARANTEE CONTRACT GUARANTOR: Baoding Tianwei Baobian Electric Co., Ltd. (hereinafter "Party A") REGISTERED ADDRESS: No. 28 Jingxiu Street, Baoding National High-tech Industry Development District MAIL CODE: 071000 TEL: 0312-3308517 FAX: 0312-3308517 LEGAL REPRESENTATIVE: Ding Qiang BANK AND ACCOUNT: Shijiazhuang Branch of Citic CREDITOR: CITIC Bank, Shijiazhuang Branch (hereinafter "Party B") REGISTERED ADDRESS: No. 209 Xinhua East Road Shijiazhuang MAIL CODE: 050000 TEL: 0311-87884438 FAX: 0311-87884436 LEGAL REPRESENTATIVE/ RESPONSIBLE PERSON: Chen Yanming PLACE EXECUTING THIS CONTRACT: Shijiazhuang City DATE EXECUTING THIS CONTRACT: February 6, 2007 To ensure satisfaction of several credit claims arising continuously in a definite period between Party B and Baoding Tianwei Yingli New Energy Resources Co., Ltd. (hereinafter the "Debtor"), Party A is willing to provide security in the form of maximum amount guarantee. Therefore, in accordance with Contract Law of People's Republic of China, Security Law of People's Republic of China and other relevant laws and regulations, upon discussion, Party A and Party B achieve agreement as follows: ARTICLE 1 DEFINITION 1.1 Maximum amount guarantee refers to the agreement between Party A and Party B providing that Party A provides guarantee to Party B for the Debtor's performance of its debts occurring continuously in certain period within a certain maximum amount. Such maximum amount refers to the total balance 1 of debts (including contingent debts) owed by the Debtor to Party B. ARTICLE 2 PRINCIPAL CREDIT CLAIMS UNDER GUARANTEE 2.1 The principal credit claims under guarantee refer to a series of credit claims arising from February 6, 2007 to February 6, 2008 due to credit extension by Party B to the Debtor, including but not limited to various loan, notes, guarantee letter, letter of credit and other banking businesses. 2.2 The top amount of the Principal Credit Claim under guarantee is the equivalent of Renminbi (in words) seventy and five million. If Party A perform its obligation of security in accordance with this Contract, the top amount under its security may be deducted accordingly. 2.3 Within such period and in the extent of such maximum amount as agreed above, the serial contracts, agreements and other legal documents entered into between Party A and the Debtor that constitute the basis of creditor-debtor relationship are the Principal Contracts of this Contract. ARTICLE 3 FORM OF GUARANTEE 3.1 Party A provides joint-liability guarantee. In case that the Debtor fails to pay any or part of its debts upon expiry of the performance period of a single debt under the Principal Contracts, Party B shall have the right to directly require Party A to bear guarantee liability. 3.2 When the Debtor fails to pay its debt in accordance with the Principal Contracts, whether or not Party B enjoys any other security (including but to limited to guarantee, mortgage, pledge, guarantee letter, stand-by letter of credit or other security form) for its credit claims under the Principal Contracts, Party B shall have the right to directly require Party B to bear guarantee liability in the extent of its guarantee. ARTICLE 4 GUARANTEE PERIOD 4.1 The period of guarantee provided by Party A is two years, that is, two years from the date when the debt performance time limit agreed in specific business contracts expires. The guarantee period under each specific business contract shall be counted separately. 4.2 If the debt becomes mature earlier according to laws and regulations or the Principal Contracts or by agreement between the parties of the Principal Contracts, such earlier expiry date is the date when the performance time limit expires. 2 4.3 If the business under the Principal Contracts is letter of credit, bank acceptance or letter of guarantee, the guarantee period is two years from the date of advance disbursement; in case of advance disbursement by installments, the guarantee period shall be counted separately from the date of each installment. ARTICLE 5 SCOPE OF GUARANTEE 5.1 The scope of this guarantee includes principal, interest, penalty interest, compound interest, liquidated damage, compensation for damage and expenses for enforcement of credit claim (including but not limited to litigation fee, arbitration fee, lawyer fee, travel expense, appraisal fee, auction fee, transfer fee, conservation fee, publication fee, enforcement fee equal to 10% of the principal credit claim) and any other payable expenses. ARTICLE 6 STATEMENT AND WARRANTY OF PARTY A 6.1 Party A is a legal person or other organization established in accordance with laws of People's Republic of China, has capacity for civil rights and capacity for civil conduct necessary for execution and implementation of this Contract, can bear civil liability independently, and Party A has obtained all necessary and legal internal and external approval and authorization for execution of this agreement. 6.2 Party A has completely understood and agrees on all provision of the Principal Contracts and is voluntary to provide security for the Debtor. All intent expression under this Contract is real. 6.3 The establishment of this guarantee will not be subject to any limitation or cause any illegal event. 6.4 All documents, statements and representation provided by Party A are legal, true, proper and complete. Other than information that has been disclosed to Party B in writing, there is not any other material indebtedness (including contingent indebtedness), breach of contract, litigation, arbitration or other material matter affecting its asset that may affect implementation of this Contract on the part of Party A is not disclosed to Party B. ARTICLE 7 RIGHTS AND OBLIGATIONS OF PARTY A 7.1 Party A shall furnish Party B with true and valid legal documents that can prove its legal position. 7.2 Within duration of this Contract, in case of change in legal person name, legal representative, project responsible person, registered address, telephone number or fax, Party A shall notify Party B such change in seven days after 3 change. 7.3 When the debt performance time limit of the Principal Contracts expires or the debt becomes mature earlier according to the Principal Contracts, if the Debtor fails to repay the principal and interest of loan in accordance with provisions of the Principal Contracts, Party B shall have the rights to directly require Party A to repay such debt. Party A warrants not to refuse any claim of repayment from Party B with any reason and waive right to defense provided by Security Law. 7.4 Party A has the obligation to provide to Party B with balance sheets and statement concerning all outward security provided and periodically or at any time upon request by Party B provide to Party B with statements and other documents that truly reflect its overall financial condition. 7.5 In duration of this Contract, if there occurs, on the part of Party A, among other things, share transfer, restructure, merger, split-up, joint stock system restructure, co-investment, cooperation, cooperative operation, contracting, lease, change of business scope and registered capital, transfer of material asset that may or is sufficient to affect its ability of security, Party A shall notify Party B in writing thirty days in advance. 7.6 In duration of this Contract, if there occurs, on the part of Party A, among other thins, discontinuance of business, suspension of business, application for or being announced to be in bankruptcy, dissolution, revocation of business license, forced dissolution, worsening of financial condition or involvement in any litigation, arbitration, criminal case, administrative penalty that may or is sufficient to affect its ability of security, Party A shall notify Party B in three days from the date of occurrence or possible occurrence of forgoing. 7.7 In duration of this Contract, the extension of any form of security by Party A to any third party shall not damage Party B's interests. 7.8 In duration of this Contract, in case of any event under item 7.5 or 7.6 of this Article, Party A warrants to make appropriate arrangement for all guarantee liability under this Contract and provides specific plan to arrange guarantee liability. 7.9 In case that Party B requires Party A to bear guarantee liability because the Debtor fails to repay all or part of debts under the Principal Contracts in accordance agreement (including as provided by laws and regulations or agreement in the Principal Contracts or in the event of earlier maturity of debt under the Principal Contracts as agreed by the parties of the Principal Contracts), upon receipt of written notice from Party B, Party A shall immediately pay such amount in such way as notified to Party B and repay such debt under the Principal Contracts. 7.10 If Party A fails to perform its obligation in accordance with item 7.9 of this Article, Party A agrees that Party B may directly debit against any account of 4 Party A with Party B and/or exercise right to dispose upon Party A's property or property right legally occupied and managed by Party B to repay debt under the Principal Contracts. When Party B debit against Party A's account, if the currency of the account is different from that of the debt under the Principal Contracts, it shall be converted based on exchange rate announced by relevant authority of the State on the date of debit. 7.11 If there is any third party provides guarantee for performance of obligation under the Principal Contracts, Party A shall still bear guarantee liability agreed in Article 3 of this Contract. ARTICLE 8 RIGHTS AND OBLIGATIONS OF PARTY B 8.1 To transfer its all credit claims under the Principal Contracts to any third party, Party B shall notify Party A after executing the credit claim transfer contract in writing on a timely basis. 8.2 Party B needs not to notify Party A when executing specific business contracts with the Debtor with respect to specific credit extension business under the Principal Contracts. 8.3 If the Debtor fails to repay all or part of its debt in accordance with the Principal Contracts (including as provided by laws and regulations or agreement in the Principal Contracts or in the event of earlier maturity of debt under the Principal Contracts as agreed by the parties of the Principal Contracts), Party B has the right to require Party A to bear guarantee liability in accordance with this Contract. 8.4 Party B shall keep materials, documents and information about Party A provided by Party A confidential, other than those that shall be inquired or disclosed as required by laws and regulations. ARTICLE 9 BREACH OF CONTRACT 9.1 After this Contract comes into effect, Party A and Party B shall perform its obligations agreed in this Contract. Any party that fails perform to or un-completely performs its obligation agreed in this Contract, shall bear corresponding liability for breach of contract and compensate the other party for its loss caused. 9.2 Party A shall compensate Party B for any loss caused by untrue, improper, un-complete or misleading statement and warranty in Article 6 of this Contract. 9.3 If this Contract becomes invalid due to default of Party A, Party A shall compensate Party B for all of its loss in the extent of the guarantee scope. 5 9.4 In duration of this Contract, in case of any of the following event, Party B shall have the right to require Party B to bear guarantee liability or take corresponding legal actions towards Party A's property or property rights in accordance with agreement in section 7.10 of this Contract: 9.4.1 that Party B is not repaid at expiry of performance time limit of any debt under the Principal Contracts; 9.4.2 that Party B is not repaid at earlier maturity of debt under the Principal Contracts as required by laws and regulations or the Principal Contracts or agreed by both parties in the Principal Contracts; 9.4.3 that Party B occurs material financial loss, asset loss or occurs asset loss or other financial crisis due to outward security and fails to provide corresponding security or fails to provide security satisfactory to Party B; 9.4.4 that there is crisis in operation or finance on the party of Party A's controlling shareholder and other affiliated companies, or there are material related party transactions between Party A and its controlling shareholder and other affiliated which affect normal operation of Party A and Party A fails to provide corresponding security or fails to provide security satisfactory to Party B; 9.4.5 that the industry in which Party A operates its business occurs negative change and Party A fails to provide corresponding security or fails to provide security satisfactory to Party B; 9.4.6 that any of Party A's senior officers is suspected to commit corruption, bribery, fraud or illegal operation and Party A fails to provide corresponding security or fails to provide security satisfactory to Party B; 9.4.7 that Party A has breach of contract to other creditors and fails to provide corresponding security or fails to provide security satisfactory to Party B; 9.4.8 that Party A discontinues its business, suspends its business, applies for bankruptcy, is announced to be in bankruptcy, is dissolved, has its business license revoked or is forced to dissolved; 9.4.9 that Party A fails to fulfill all security liability under this Contract in breach of section 7.8 of this Contract or the specific plan provided to fulfill security liability is not satisfactory to Party B; or 9.4.10 other events on the part of Party A that endanger or harm or may endanger or harm Party B's interests. 6 ARTICLE 10 ACCUMULATIVENESS OF RIGHTS 10.1 The rights of Party B under this Contract are accumulative and will not affect or exclude any other right of Party B against Party A in accordance with laws and other contracts. Unless expressed by Party B in writing, Party B's failure to exercise, partial exercise of and/or delay to exercise any of its rights shall not constitute waiver or partial waiver of such right and shall not affect, prevent or block Party B to contrite to exercise such right or any other rights. ARTICLE 11 CONTINUITY OF OBLIGATIONS 11.1 All obligations and joint liability of Party A under this Contract are of continuity, completely binding on its inheritor, take-over person or organization, assignee and the entity existing after merger, restructure or change of name and shall not be affected by any dispute, compensation claim, legal proceeding, any order from superior organization and any contract or document entered into by and between the Debtor under the Principal Contract and any natural person or legal person, shall not change due to bankruptcy of the Debtor, inability to repay the debt, disqualification as an enterprise, amendment of articles of association and occurrence of any substantial change. ARTICLE 12 OTHER AGREED MATTERS If this Article is in conflict with other articles, this Article shall prevail. ARTICLE 13 APPLICABLE LAW 13.1 This Contract shall apply laws of People's Republic of China. ARTICLE 14 SETTLEMENT OF DISPUTES 14.1 Any dispute arising due to this Contract or relevant to this Contract shall be settled by discussion between Party A and Party B; In case of failure to discuss, both parties agree that such dispute shall be settled in the second way of the following: a. to apply for arbitration by ___________________ arbitration commission; b. to sue to people's court for the place of Party B's domicile. ARTICLE 15 EFFECT OF THIS CONTRACT 7 15.1 This Contract is independent from the Principal Contracts. The invalidity of the Principal Contracts due to any reason shall not affect the effect of this Contract and this Contract shall continue to be valid. The joint guarantee liability of Party A under this Contract extends to include legal liability after invalidity of the Principal Contracts (including but to limited to returning and compensation liability). 15.2 If certain article or part of certain article of this Contract is or will be invalid, such article or such invalid part shall not affect the validity of this Contract and other articles of this Contract or other part of such article. ARTICLE 16 EFFECTIVENESS, AMENDMENT AND TERMINATION OF CONTRACT 16.1 This Contract comes into effect upon signature or stamping (signature or stamping with name chop) and stamping with official chop or contract chop by legal representative or authorized representative of Party A and legal representative or authorized representative of Party B. 16.2 After this Contract comes into effect, unless otherwise agreed in this Contract, any party of Party A and Party B shall not amend or terminate this Contract without permission. The amendment or termination of this Contract shall be made upon discussion of Party A and Party B with written agreement. ARTICLE 17 MISCELLANEOUS 17.1 With respect to matters that are not mentioned in this Contract, Party A and Party B may enter into separate written agreement as annex to this Contract. Any annex, amendment or supplement to this Contract shall constitute a party of this Contract and have the same legal effect as this Contract. 17.2 Any notice, request or other communication with respect to this Contract by Party B to Party A, including but not limited to tele-fax, telegraph or fax shall be deemed to be delivered to Party A upon transmission; mail letter shall be deemed to be delivered to Party A on third day of registered mail; in case of hand delivery, on the date when the recipient signs on the receipt. 17.3 This Contract is executed with three copies, one of which is kept by Party A, one by Party B, one by the Borrower, for reference for implement. 17.4 Party B has taken reasonable action to remind Party A to note provisions under this Contract exempting or limiting its liability and has made sufficient explanation for relevant provision upon request of Party A; Party A and Party B do not have disagreement upon understanding of all provisions of this Contract. 8 Party A (corporate seal) Legal Representative: /s/ Ding Qiang -------------------------------- (or authorized representative) Party B (corporate seal) Legal Representative: /s/ Chen Yanming -------------------------------- (or authorized representative) 9 EX-10.11 32 h00847exv10w11.txt EX-10.11 GUARANTEE CONTRACT DEC 21,2005 EXHIBIT 10.11 [ENGLISH TRANSLATION] GUARANTEE CONTRACT CHINA CONSTRUCTION BANK ---------- Heibei Branch Contract No.: 2005-011 Guarantor (Party A): Baoding Tianwei Baobian Electric Co., Ltd. Address: 2222 Tianwei West Road, Baoding, 071000 Legal Representative (Responsible Person): Ding Qiang Fax: 0312-3230382 Telephone: 0312-3308517 Creditor (Party B): China Construction Bank Corporation, Baoding Tianwei West Road Sub-branch Address: 555 Tianwei West Road, Baoding, 071000 Responsible Person: Zhang Qinglin Fax: 0312-3223328 Telephone: 0312-3211771 Guarantor ("Party A"): Baoding Tianwei Baobian Electric Co., Ltd. Creditor ("Party B"): China Construction Bank Corporation, Baoding Tianwei West Road Sub-branch In order to ensure the performance of the RMB Loan Agreement (No.: 2005-011) entered into by Baoding Tianwei Yingli New Energy Resources Co., Ltd. (the "Debtor") and Party B (the "Master Contract") and the realization of Party B's creditor's rights, Party A is willing to provide a joint and several liability guarantee with respect to the indebtedness incurred between the Debtor and Party B in connection with the Master Contract. Party A and Party B hereby enter into this contract (this "Contract") through consultation in accordance with the relevant laws, regulations and rules for the compliance and implementation by the parties. ARTICLE 1 FORM OF GUARANTEE PARTY A SHALL PROVIDE A JOINT AND SEVERAL LIABILITY GUARANTEE PARTY A HEREBY ACKNOWLEDGES THAT, IN EVENT OF ANY FAILURE BY THE DEBTOR TO PERFORM ITS INDEBTEDNESS PURSUANT TO THE MASTER CONTRACT, PARTY B SHALL HAVE THE RIGHT TO DIRECTLY REQUEST PARTY A TO BEAR ITS LIABILITIES WITHIN ITS SCOPE OF GUARANTEE, WHETHER OR NOT PARTY B HAS ANY OTHER GUARANTEE FOR THE CREDIT CLAIM UNDER THE MASTER CONTRACT, INCLUDING, BUT NOT LIMITED TO, GUARANTEE, MORTGAGE, PLEDGE, PERFORMANCE BOND, STANDBY LETTER OF CREDIT AND ANY OTHER FORM OF GUARANTEE. Article 2 Scope of Guarantee The principal of the credit claim, Renminbi (currency) Twenty Million Yuan, and interest (including compound interest and default interest), liquidated damages, damages and expenses incurred in connection with the realization of the credit claim by Party B (including, but not limited to, litigation fees, arbitration fees, property preservation fees, travel expenses, enforcement fees, evaluation fees and auction fees). Article 3 Guarantee Period The guarantee period shall be from the date on which this Contract becomes effective until two (2) years after the expiration date of the debt performance period under the Master Contract. In the event of any renewal with the consent of Party A, the guarantee period shall be two (2) years after the expiration date of the debt performance period as separately agreed in the renewal agreement. ARTICLE 4 AMENDMENT TO THE GUARANTEED MASTER CONTRACT PARTY A HEREBY ACKNOWLEDGES THAT ANY AMENDMENT TO THE PROVISIONS OF THE MASTER CONTRACT AS AGREED BY PARTY B AND THE DEBTOR SHALL BE DEEMED TO HAVE BEEN 1 APPROVED BY PARTY A, AND PARTY A'S LIABILITIES UNDER THE GUARANTEE SHALL NOT BE REDUCED OR RELEASED, EXCEPT FOR: (I) ANY EXTENSION OF THE DEBT PERFORMANCE PERIOD; (II) ANY INCREASE OF THE PRINCIPAL OF THE CREDIT CLAIM. ARTICLE 5 INDEPENDENCY OF THE VALIDITY OF CONTRACT THIS CONTRACT SHALL BE INDEPENDENT FROM THE MASTER CONTRACT. THE INVALIDITY OF THE MASTER CONTRACT SHALL NOT AFFECT THE VALIDITY OF THIS CONTRACT. IF THE MASTER CONTRACT IS HELD INVALID, PARTY A SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ANY INDEBTEDNESS INCURRED IN CONNECTION WITH THE RETURN OF PROPERTY OR INDEMNIFICATION FOR DAMAGES BY THE DEBTOR. Article 6 Guarantee Capacity During the guarantee period, if Party A is incapacitated or is likely to become incapacitated with respect to the guarantee, or the legal person or other organization, as guarantor, enters into any contractual operation, lease, consolidation, merger, joint venture, split-off, joint operation, joint-stock restructuring or revocation, Party A shall give prior notice to Party B. The surviving entity following any such change or the authority that has decided on the revocation of Party A shall be liable for all obligations under this Contract. In the event that Party B believes that the surviving entity does not have the relevant guarantee capacity, the authority that has decided on the revocation of Party A shall provide a new guarantee acceptable to Party B, and enter into a guarantee contract therefor. During the guarantee period, without the prior consent of Party B, Party A shall not provide any guarantee beyond its capacity to any third party. Article 7 Financial Supervision of the Guarantor During the guarantee period, Party B shall have the right to supervise the funds and financial position of Party A, and Party A shall provide its financial statements and other relevant materials strictly according to the facts. ARTICLE 8 EARLY ASSUMPTION OF GUARANTEE LIABILITIES DURING THE GUARANTEE PERIOD, IF PARTY B DECLARES THAT ANY DEBT BECOMES DUE PREMATURELY PURSUANT TO THE MASTER CONTRACT, PARTY B SHALL HAVE THE RIGHT TO REQUEST PARTY A TO BEAR ITS LIABILITIES UNDER THE GUARANTEE WITHIN THIRTY (30) BANK BUSINESS DAYS FROM THE PREMATURE DATE, AND PARTY A HAS AGREED TO BEAR SUCH LIABILITIES AS REQUESTED BY PARTY B. Article 9 Transfer and Collection of Amounts Payable Party B shall have the right to transfer and collect all amounts payable by Party A 2 within the scope of guarantee from the accounts opened by Party A with China Construction Bank. Article 10 Other Agreements between the Parties 1. In the event that the Debtor enters into any merger, split-off, joint-stock restructuring, increase or decrease of registered capital, joint venture, joint operation or change in name during the guarantee period, Party A's liabilities under the guarantee shall not be reduced or released. 2. The guarantor shall have the obligation to supervise the use of the proceeds of loans by the borrower. 3. In the event that Party B makes any loan in foreign currency to the Debtor, Party A agrees to bear the liabilities under the guarantee in the currency as agreed in the Foreign Currency Loan Agreement. The performance of obligation in any other currency shall be approved by Party B, and the amount concerned shall be converted based on the bank selling rate of Party B's quoted foreign exchange rate on the payment date. 4. The guarantor has fully understood the risks relating to interest rate. If a floating interest is used under the Master Contract, the guarantor is willing to bear the liability increased as a result of the floating interest rate. 5. ___________/______________; 6. ___________/______________. Article 11 Contract Dispute Resolution Any dispute arising from the performance of this Contract shall be settled through consultation. If no settlement can be reached through such consultation, such dispute shall be solved using the first approach set forth below: (i) to bring an action before the People's Court in the jurisdiction in which Party B is located. (ii) to submit the dispute to ________/________ arbitration commission for arbitration (in ______/______)in accordance with the then effective arbitration rules of such commission at the time of applying for arbitration. The arbitration award shall be final and binding on the parties. During the litigation or arbitration period, the parties shall perform the provisions of this Contract irrelevant to the dispute. 3 Article 12 Effectiveness of Contract This Contract shall become effective after it is signed by both the legal representative (responsible person) or authorized agent of Party A or sealed with corporate seal (if Party A is a natural person, then only his/her signature is required) and the responsible person or authorized agent of Party B and sealed with corporate seal. Article 13 This Contract shall be executed in four (4) copies. Article 14 Representations and Warranties 1. Party A is fully aware of the business scope and authorization authority of Party B. 2. Party A has read all terms of this Contract, especially the terms hereof in bold type. At the request of Party A, Party B has given a relevant explanation of the Articles hereof. Party A has become fully aware of and understood the meaning of the terms of this Contract and the legal consequences thereof. 3. Party A has the power to execute this Contract. Party A (Corporate Seal): Baoding Tianwei Baobian Electric Co., Ltd. Legal Representative (Responsible /s/ Jing Chongyou Person) or Authorized Agent ---------------------------------------- (Signature): December 21, 2005 Party B (Corporate Seal): China Construction Bank, Baoding Tianwei West Road Sub-branch Responsible Person or Authorized /s/ Zhang Qinglin Agent (Signature): ---------------------------------------- December 21, 2005 4 EX-10.12 33 h00847exv10w12.txt EX-10.12 GUARANTEE CONTRACT FEB 17,2006 EXHIBIT 10.12 [ENGLISH TRANSLATION] GUARANTEE CONTRACT CHINA CONSTRUCTION BANK ---------- Heibei Branch Contract No.: 2006-003 Guarantor (Party A): Baoding Tianwei Baobian Electric Co., Ltd. Address: 2222 Tianwei West Road, Baoding, 071000 Legal Representative (Responsible Person): ___________________________________________________ Fax: 0312-3230382 Telephone: 0312-3308517 Creditor (Party B): China Construction Bank Corporation, Baoding Tianwei West Road Sub-branch Address: 555 Tianwei West Road, Baoding, 071000 Responsible Person: Zhang Qinglin Fax: 0312-3223328 Telephone: 0312-3211771 Guarantor ("Party A"): Baoding Tianwei Baobian Electric Co., Ltd. Creditor ("Party B"): Baoding Tianwei West Road Sub-branch, China Construction Bank Corporation In order to ensure the performance of the RMB Loan Agreement (No.: 2006-003) entered into by Baoding Tianwei Yingli New Energy Resources Co., Ltd. (the "Debtor") and Party B (the "Master Contract") and the realization of Party B's creditor's rights, Party A is willing to provide a joint and several liability guarantee with respect to the indebtedness incurred between the Debtor and Party B in connection with the Master Contract. Party A and Party B hereby enter into this contract (this "Contract") through consultation in accordance with the relevant laws, regulations and rules for the compliance and implementation by the parties. Article 1 Form of Guarantee Party A shall provide a joint and several liability guarantee Party A hereby acknowledges that, in event of any failure by the Debtor to perform its indebtedness pursuant to the Master Contract, Party B shall have the right to directly request Party A to bear its liabilities within its scope of guarantee, whether or not Party B has any other guarantee for the credit claim under the Master Contract, including, but not limited to, guarantee, mortgage, pledge, performance bond, standby letter of credit and any other form of guarantee. Article 2 Scope of Guarantee The principal of the credit claim, Renminbi (currency) Thirty Million Yuan, and interest (including compound interest and default interest), liquidated damages, damages and expenses incurred in connection with the realization of the credit claim by Party B (including, but not limited to, litigation fees, arbitration fees, property preservation fees, travel expenses, enforcement fees, evaluation fees and auction fees). Article 3 Guarantee Period The guarantee period shall be from the date on which this Contract becomes effective until two (2) years after the expiration date of the debt performance period under the Master Contract. In the event of any renewal with the consent of Party A, the guarantee period shall be two (2) years after the expiration date of the debt performance period as separately agreed in the renewal agreement. Article 4 Amendment to the Guaranteed Master Contract Party A hereby acknowledges that any amendment to the provisions of the Master Contract as agreed by Party B and the Debtor shall be deemed to have been approved by Party A, and Party A's liabilities under the guarantee shall not be reduced or released, except for: 1 (i) any extension of the debt performance period; (ii) any increase of the principal of the credit claim. Article 5 Independency of the Validity of Contract This Contract shall be independent from the Master Contract. The invalidity of the Master Contract shall not affect the validity of this Contract. If the Master Contract is held invalid, Party A shall be jointly and severally liable for any indebtedness incurred in connection with the return of property or indemnification for damages by the Debtor. Article 6 Guarantee Capacity During the guarantee period, if Party A is incapacitated or is likely to become incapacitated with respect to the guarantee, or the legal person or other organization, as guarantor, enters into any contractual operation, lease, consolidation, merger, joint venture, split-off, joint operation, joint-stock restructuring or revocation, Party A shall give prior notice to Party B. The surviving entity following any such change or the authority that has decided on the revocation of Party A shall be liable for all obligations under this Contract. In the event that Party B believes that the surviving entity does not have the relevant guarantee capacity, the authority that has decided on the revocation of Party A shall provide a new guarantee acceptable to Party B, and enter into a guarantee contract therefor. During the guarantee period, without the prior consent of Party B, Party A shall not provide any guarantee beyond its capacity to any third party. Article 7 Financial Supervision of the Guarantor During the guarantee period, Party B shall have the right to supervise the funds and financial position of Party A, and Party A shall provide its financial statements and other relevant materials strictly according to the facts. Article 8 Early Assumption of Guarantee Liabilities During the guarantee period, if Party B declares that any debt becomes due prematurely pursuant to the Master Contract, Party B shall have the right to request Party A to bear its liabilities under the guarantee within thirty (30) bank business days from the premature date, and Party A has agreed to bear such liabilities as requested by Party B. Article 9 Transfer and Collection of Amounts Payable Party B shall have the right to transfer and collect all amounts payable by Party A within the scope of guarantee from the accounts opened by Party A with China Construction Bank. Article 10 Other Agreements between the Parties 1. In the event that the Debtor enters into any merger, split-off, joint-stock restructuring, increase or decrease of registered capital, joint venture, joint operation or change in name during the guarantee period, Party A's liabilities under the guarantee shall not be reduced or released. 2. The guarantor shall have the obligation to supervise the use of the proceeds of loans by the borrower. 3. In the event that Party B makes any loan in foreign currency to the Debtor, Party A agrees to bear the liabilities under the guarantee in the currency as agreed in the Foreign Currency Loan Agreement. The performance of obligation in any other currency shall be approved by Party B, and the amount concerned shall be converted based on the bank selling rate of Party B's quoted foreign exchange rate on the payment date. 4. The guarantor has fully understood the risks relating to interest rate. If a floating interest is used under the Master Contract, the guarantor is willing to bear the liability increased as a result of the floating interest rate. 5. ___________/______________; 6. ___________/______________. Article 11 Contract Dispute Resolution Any dispute arising from the performance of this Contract shall be settled through consultation. If no settlement can be reached through such consultation, such dispute shall be solved using the first approach set forth below: (i) to bring an action before the People's Court in the jurisdiction in which Party B is located. (ii) to submit the dispute to ________/________ arbitration commission for arbitration (in ______/______)in accordance with the then effective arbitration rules of such commission at the time of applying for arbitration. The arbitration award shall be final and binding on the parties. During the litigation or arbitration period, the parties shall perform the provisions of this Contract irrelevant to the dispute. Article 12 Effectiveness of Contract This Contract shall become effective after it is signed by both the legal representative (responsible person) or authorized agent of Party A or sealed with corporate seal (if Party A is a natural person, then only his/her signature is required) and the responsible person or authorized agent of Party B and sealed with corporate seal. Article 13 This Contract shall be executed in four (4) copies. Article 14 Representations and Warranties 1. Party A is fully aware of the business scope and authorization authority of Party B. 2. Party A has read all terms of this Contract, especially the terms hereof in bold type. At the request of Party A, Party B has given a relevant explanation of the Articles hereof. Party A has become fully aware of and understood the meaning of the terms of this Contract and the legal consequences thereof. 3. Party A has the power to execute this Contract. Party A (Corporate Seal): Baoding Tianwei Baobian Electric Co., Ltd. Legal Representative (Responsible Person) or Authorized Agent (Signature): /s/ Ding Qiang ---------------------------------------- February 17, 2006 Party B (Corporate Seal): China Construction Bank, Baoding Tianwei West Road Sub-branch Responsible Person or Authorized Agent (Signature): /s/ Zhang Qinglin --------------------------------------- February 17, 2006 EX-10.13 34 h00847exv10w13.txt EX-10.13 MAXIMUM AMOUNT GUARANTEE CONTRACT SEP 26,2005 EXHIBIT 10.13 [ENGLISH TRANSLATION] No.: Guang Shi Gong Si Gao Bao Zi 2005 No. 2 MAXIMUM AMOUNT GUARANTEE CONTRACT ================================================================================ CHINA EVERBRIGHT BANK TABLE OF CONTENTS CHAPTER I GENERAL PROVISIONS.......................................... 2 CHAPTER II DEFINITIONS................................................. 2 CHAPTER III TYPE AND AMOUNT OF THE PRINCIPAL CLAIM GUARANTEED........... 2 CHAPTER IV TYPE OF GUARANTEE........................................... 3 CHAPTER V SCOPE OF GUARANTEE.......................................... 3 CHAPTER VI TIME LIMIT FOR THE GRANTEE TO PERFORM ITS DEBT.............. 3 CHAPTER VII GUARANTEE PERIOD............................................ 4 CHAPTER VIII DOCUMENTS TO BE SUBMITTED BY THE GRANTEE.................... 4 CHAPTER IX REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR............. 5 CHAPTER X GUARANTOR'S COVENANTS....................................... 6 CHAPTER XI NATURE AND EFFECTIVENESS OF GUARANTEE....................... 8 CHAPTER XII EVENTS OF DEFAULT........................................... 8 CHAPTER XIII OTHER AGREEMENTS............................................ 9 CHAPTER XIV GOVERNING LAW AND DISPUTE RESOLUTION........................ 10 CHAPTER XV EFFECTIVENESS, DISCHARGE OF AND AMENDMENT TO CONTRACT....... 10 CHAPTER XVI EXHIBITS.................................................... 11 CHAPTER XVII MISCELLANOUS................................................ 11 MAXIMUM AMOUNT GUARANTEE CONTRACT Guarantor: Baoding Tianwei Baobian Electric Co., Ltd. (the "Guarantor") Address: 28 Jingxiu Street, Baoding High-tech Industrial Development Zone Zip Code: 050110 Legal Representative: Ding Qiang Attorney-in-fact: Jing Chongyou Handled by: Liu Huihui Telephone: ___________ Fax: ___________ Bank: ___________ Bank Account: ___________ Grantor: China Everbright Bank, Shijiazhuang Sub-branch (the "Grantor") Address: 29, Jianshe South Road, Shijiazhuang Zip Code: 050011 Legal Representative/ Responsible Person: Jiang Fangming Attorney-in-fact: ___________ Handled by: Zhang Weibing Telephone: 0311-86215794 Fax: 0311-86065604 CHAPTER I GENERAL PROVISIONS In order to ensure the performance of the Comprehensive Credit Agreement (No. Shijiazhuang Sub-branch, China Everbright Bank) entered into by Baoding Tianwei Yingli New Energy Resources Co., Ltd. (the "Grantee") and the Grantor on September 26, 2005 ("Comprehensive Credit Agreement"), the Guarantee is willing to provide a maximum amount guarantee with joint and several liability to the Grantor for purposes of guaranteeing the Grantee's full satisfaction of all of its indebtedness incurred under the Comprehensive Credit Agreement when due. The Grantor has agreed to accept the guarantee provided by the Guarantor after its review. Based on the principle of equality and mutual benefits, in accordance with the relevant laws and regulations of the People's Republic of China (the "PRC"), this contract (this "Contract") is hereby formulated to provide for the rights and obligations of the Guarantor and Grantor. CHAPTER II DEFINITIONS Article 1 As used in this Agreement, the following terms have the meanings specified below, unless otherwise provided in the context or otherwise interpreted as required hereunder: "Master Contract" shall mean each of the Comprehensive Credit Agreement between the Guarantor and Grantor and the credit business contract or agreement entered into by the Grantor and Grantee with respect to each specific credit business pursuant to the Comprehensive Credit Agreement. "Credit Business Contract or Agreement " shall mean each credit business contract or agreement entered into by the Grantor and Grantee with respect to any on or off balance sheet credit extended by the Grantor to the Grantee pursuant to the Comprehensive Credit Agreement, including, but not limited to, loan, trade finance, discount, acceptance, letter of credit, performance bond and guarantee in RMB and foreign currency (collectively, "Specific Credit Business"). CHAPTER III TYPE AND AMOUNT OF THE PRINCIPAL CLAIM GUARANTEED Article 2 The principal claim guaranteed by the Guarantor shall be all 2 creditor's rights incurred under all Credit Business Contracts or Agreements entered into by the Grantor and Grantee pursuant to the Comprehensive Credit Agreement, and the maximum amount of the principal of the principal claim guaranteed shall be the comprehensive credit line as agreed under the Comprehensive Credit Agreement, i.e. Renminbi Forty Million Yuan. CHAPTER IV FORM OF GUARANTEE Article 3 The guarantee hereunder shall be a joint and several liability guarantee. CHAPTER V SCOPE OF GUARANTEE Article 4 The scope of guarantee hereunder shall cover: all principal and interest of the principal claim, compound interest, commission, liquidated damages, damages and fees for realization of creditors' rights (including litigation fees, attorney's fees, notarization fees and enforcement fees) as well as all other fees due that shall be repaid or paid by the Grantee to the Grantor under the Master Contract (collectively, "Guaranteed Indebtedness"). Article 5 The certificate of the Grantor that sets forth any Guaranteed Indebtedness or any amount payable hereunder shall be conclusive evidence of the creditor-debtor relationship of the parties binding upon the Guarantor. CHAPTER VI TIME LIMIT FOR THE GRANTEE TO PERFORM ITS DEBT Article 6 The time limit for the Guarantee to perform its debt shall be the expiration date of the performance period during which the Grantee shall have repaid the debts or made the payments as agreed in each Credit Business Contract or Agreement under the Comprehensive Credit Agreement, or any date on which any Credit Business Contract or Agreement becomes due prior to maturity upon the occurrence of any event as provided under law or any event as agreed. 3 CHAPTER VII GUARANTEE PERIOD Article 7 The guarantee period for each Specific Credit Business under the credit agreement shall be calculated separately, which shall be two (2) years from the expiration date of the Grantee's debt performance period as agreed under the Credit Business Contract or Agreement (or the premature date in the event that the Credit Business Contract or Agreement becomes due prior to maturity upon the occurrence of any event as provided under law or any event as agreed). CHAPTER VIII DOCUMENTS TO BE SUBMITTED BY THE GUARANTOR Article 8 The Guarantor shall ensure that the Grantor shall have received the following documents furnished by the Guarantor prior to the initial use of the Specific Credit Business provided by the Grantor under the Master Contract by the Grantee: 1. A original copy of this Contract effectively signed by the legal representative or attorney-in-fact of the Guarantor and sealed with the corporate seal; 2. Articles of Association of the Guarantor and the most recent inspected Enterprise Legal Person Business License or Institutional Legal Person Certificate showing that it has passed the annual inspection, or any other document certifying that the Guarantor is validly existing; 3. Financial statements or other materials certifying the creditworthiness of the Guarantor; 4. Resolutions of the Board of Directors or any other internal organization of the Guarantor that has the power to decide on the matters of this guarantee approving the provision of this guarantee by the Guarantor pursuant to this Contract; 5. Any other document as reasonably requested by the Grantor to be provided by the Guarantor. If any of the documents described above is provided in duplicate copy, the duplicate copy shall be sealed by the Guarantor with corporate seal confirming that such copy is true, complete and valid. 4 CHAPTER IX REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR Article 9 The Guarantor hereby represents and warrants to the Grantor as follows: 1. The Guarantor is a legal person entity/other organization incorporated and validly existing under the laws of the PRC with independent capacity for civil acts, and has all power, authorization and authority to bear civil liability to the extent of all of its assets and to carry out its business activities. 2. The Guarantor has full power, authorization and authority to execute this Contract and consummate the transactions contemplated hereby, and has taken or obtained all acts of a legal person and other actions and consents necessary for the execution and performance of this Contract. This Contract has been duly signed and sealed with corporate seal by the legal representative or attorney-in-fact of the Guarantor. 3. The Guarantor has carefully read and fully understood the content of this Contract and the Master Contract and is willing to execute and perform this Contract, and all expression of its intention set forth herein is true. 4. All documents, materials, statements and evidence provided by the Guarantor to the Grantor are accurate, true, complete and valid, and the duplicate copies of the documents provided are consistent with the originals thereof. 5. The Guarantor has obtained all governmental approvals and other party consents necessary for the execution of this Contract, and the execution and performance of this Contract by the Guarantor does not violate any legal person organization document/approval document (if any ) or any other contract or agreement to which it is a party. The guarantee hereunder is not subject to any restriction. 6. In order to ensure that this Contract is legal, valid and enforceable, the Guarantor shall or will have completed all necessary registrations, filings or notarization procedures. 7. This Contract is legal and valid and constitutes a legally binding obligation of the Guarantor. 5 8. There are no actions, arbitrations or administrative proceedings involving the Guarantor or any of its material operating assets which would have a material adverse effect on the financial position of the Guarantor or its ability to perform its obligations hereunder. 9. No event of default has occurred or is continuing. Article 10 The representations and warranties of the Guarantor set forth above shall at all times be accurate and true during the effective term hereof, and the Guarantor shall provide any further documents from time to time as requested by the Grantor. CHAPTER X GUARANTOR'S COVENANTS Article 11 Prior to full satisfaction of the Guaranteed Indebtedness, the Guarantor shall comply with the following terms: 1. The Guarantor shall immediately notify the Grantor of any of the following events: (i) occurrence of any event of default; (ii) any action, arbitration or administrative proceeding involving the Guarantor or any of its material operating assets; (iii) deterioration of the financial position, winding-up, close-down, declared bankruptcy, dissolution, cancellation of business license/institutional legal person certificate or revocation of the Guarantor. 2. During the effective term hereof, so long as the Guaranteed Indebtedness has not been fully satisfied, without the prior written consent of the Grantor, the Guarantor shall not enter into any joint operation, contractual operation, lease, merger, split-off, joint-stock restructuring or make any arrangement with respect to any other change in operation model and ownership structure; provided that in the event that, pursuant to the requirements of operation or as required by any adjustment of any national policy or law, the Guarantor enters into any joint operation, contractual operation, lease, merger, split-off, joint-stock restructuring or effects any change in its operation model and ownership structure, the Guarantor shall obtain the prior consent of the Grantor and make the arrangements satisfactory to the Grantee with respect to its liabilities and obligations with respect to the 6 guarantee hereunder. 3. During the effective term hereof, so long as the Guaranteed Indebtedness has not been fully satisfied, without the prior written consent of the Grantor, the Guarantee shall not sell, transfer, divide or otherwise dispose any material operating assets. 4. During the effective term hereof and prior to full satisfaction of the Guaranteed Indebtedness, the Guarantor shall not exercise its right of recourse or make any claim against the Grantee with respect to any payment made by it on behalf of the Grantee to the Grantor or any other creditor's right that it might have against the Grantee. 5. During the effective term hereof, in the event that the Guarantor registers any change with the relevant administration of industry and commerce, it shall notify the Grantor within ten (10) business days after such change and deliver the duplicate copy of the relevant registration documents to the Grantor. 6. In the event that the Grantee fails to repay any Guaranteed Indebtedness that has become due and payable in a timely manner, the Guarantee shall, within seven (7) business days from the date on which the Guarantor has received the written payment notice from the Grantor, unconditionally repay such debt on behalf of the Grantee in the way as requested by the Grantor. 7. In the event that the Guarantor fails to make any payment hereunder in a timely manner as requested by the Grantor, the Grantor shall have the right to directly deduct such payment from any account opened by the Guarantor with the Grantor or any other branch of the Grantor without the prior consent of the Guarantor. 8. Upon request by the Grantor, the Guarantor shall immediately reimburse the Grantor or indemnify it against the following costs and losses: (i) all costs and expenses incurred by the Grantor in connection with the realization of its rights hereunder (including attorney's fees, litigation fees, enforcement fees and all other out-of-pocket expenses). (ii) any other losses suffered by the Grantor resulting from any breach of this Contract by the Guarantor. 7 CHAPTER XI NATURE AND EFFECTIVENESS OF GUARANTEE Article 12 This Contract is independent form the Master Contract. The invalidity or revocation of the Master Contract for any reason shall have no effect on the validity of this Contract or any obligation or liability of the Guarantor hereunder. The joint and several liability of the Guarantor hereunder shall be extended to the legal responsibilities of the Grantee upon ineffectiveness of the Master Contract (including, but not limited to, reimbursement and indemnification for losses). No consent of the Guarantor shall be required for any change in the content of the Master Contract between the Grantor and Grantee, except for any renewal of the principal claim or any increase of the amount of the principal claim, and the Guarantor shall not be released from any of its liabilities with respect to its guarantee hereunder. In the event of any renewal of the Master Contract without the consent of the Guarantor, the Guarantor shall be responsible for its liabilities with respect to the guarantee during the original guarantee period. In the event that the parties to the Master Contract have agreed to increase the amount of the Guaranteed Indebtedness without the consent of the Guarantor, the Guarantor shall be responsible for its liabilities with respect to the guarantee to the extent of the amount of the original Guaranteed Indebtedness. Article 13 The guarantee created hereunder shall be independent from any other guarantee obtained by the Grantor with respect to the Guaranteed Indebtedness. The Grantor shall not be required to enforce any other guarantee (whether for property or person) or take any other remedial measure against the Grantee or any other third party before its exercise of the rights hereunder. CHAPTER XII EVENTS OF DEFAULT Article 14 Any of the following events or circumstances shall constitute an event of default by the Guarantor hereunder: 1. Any event of default under the Master Contract shall have occurred; 2. Any representation or warranty made by the Guarantor hereunder shall have been confirmed to be incorrect or untrue; 3. Any provision of the Master Contract shall no longer be fully legal or valid for any reason, or terminated or limited for any reason; 8 4. The Guarantor shall have suspended or stopped business operation or is subject to bankruptcy, liquidation, close-down or any other similar proceeding, or an petition shall be filed seeking the bankruptcy or liquidation of the Guarantor, or the Guarantor shall be wound up or suspended as determined by the competent government authority; 5. Any action, arbitration or administrative proceeding shall have been brought against the Guarantor or any of its material operating assets; 6. The Guarantor shall have breached any of its other obligations hereunder, or any other event shall have occurred which, in the Grantor's opinion, would have a material adverse effect on any of its rights hereunder. Article 15 Upon the occurrence of any event of default set forth above, the Grantor shall have the right to take one or more of the following measures, as the case may be: 1. To take any remedial measure in the event of any breach that it may be entitled to take hereunder; 2. To request the Guarantor to bear its liabilities with respect to the guarantee hereunder as agreed herein; 3. To exercise any other security interest it may be entitled to with respect to the Guaranteed Indebtedness. CHAPTER XIII OTHER AGREEMENTS Article 16 Without the prior consent of the Grantor, the Guarantor shall not transfer or otherwise dispose any or all of its obligations hereunder. Article 17 Any grace period, preferential treatment or moratorium granted by the Grantor to the Guarantor shall not affect, damage or limit any right that the Grantor may be entitle to under this Contract, any law or regulation; nor shall it operate as a waiver by the Grantor of any of its rights or interests hereunder, or affect any responsibility or obligation of the Guarantor hereunder. 9 Article 18 Any provision of this Contract or any content thereof held to be invalid for any reason shall not affect the effectiveness of this Contract and the remaining provisions of this Contract or any other content of such provision. Article 19 The Grantor shall repay in full the Guaranteed Indebtedness hereunder, and shall not make any claim of set-off or create any condition thereto. Article 20 All notices and requests sent by the parties to each other hereunder shall be in writing and sent to the respective parties at the addresses or fax numbers first above written herein. In event of any change in the address or fax number of any party, it shall promptly notify the other party. Communications between the parties shall be deemed to have been given or received (i) upon delivery if personally delivered, (ii) on the third (3rd) day after delivery if delivered by the registered mail and (iii) at the time of transmission if sent by facsimile; provided, however, that any document sent by the Guarantor to the Grantor shall be deemed to have been given upon receipt by the Grantor. CHAPTER XIV GOVERNING LAW AND DISPUTE RESOLUTION Article 21 This Contract and any matter in connection herewith shall be governed by, and construed in accordance with, the laws of the PRC. Article 22 Any dispute arising from or in connection with this Contract shall be settled through friendly consultation between the parties. If no settlement can be reached through such consultation, then any party may bring an action before the People's Court in the jurisdiction in which the Grantor is located. CHAPTER XV EFFECTIVENESS, DISCHARGE OF AND AMENDMENT TO THIS CONTRACT Article 23 This Contract shall become effective on the date on which this Contract has been executed by the legal representatives or attorney-in-facts of the Guarantor and the Grantor and sealed with corporate seals. Article 24 This Contract may not be amended or discharged by any party without authorization after this Contract comes into effect. Any amendment to or discharge of this Contract shall be agreed by the Guarantor and Grantor by entering into an instrument in writing upon consultation. Before entering into such written instrument, all provisions of this Contract shall nevertheless remain in full force and effect. 10 CHAPTER XVI EXHIBITS Article 25 The Guarantor and Grantor shall separately enter into a written agreement with respect to any matter not addressed herein which shall be attached hereto as an exhibit. The exhibits attached hereto shall be an integral part of this Contract and have the same legal validity as the text of this Contract. Article 26 The exhibits to this Contract are as follows: 1. [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] 2. [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] CHAPTER XVII MISCELLANEOUS Article 27 This Contract shall be executed in three (3) original copies with each of the Guarantor and the Grantor holding one (1) copy, all of which shall have the same legal validity. Article 28 The Guarantor and the Grantor have executed this Agreement in Shijiazhuang on September 26, 2005. 11 [SIGNATURE PAGE] Guarantor (Seal): Baoding Tianwei Baobian Electric Co., Ltd. Legal Representative: /s/ Jing Chongyou ---------------------------- (or Attorney-in-fact) Grantor (Seal): China Everbright Bank, Shijiazhuang Sub-branch Legal Representative/Responsible Person: /s/ Dai Weidong ----------------------------- (or Attorney-in-fact) 12 EX-10.14 35 h00847exv10w14.txt EX-10.14 MAXIMUM AMOUNT GUARANTEE CONTRACT FEB 1,2007 EXHIBIT 10.14 [ENGLISH TRANSLATION] No.: Guang Shi Gong Wang Gao Bao Zi 2007 No.002 MAXIMUM AMOUNT GUARANTEE CONTRACT ================================================================================ CHINA EVERBRIGHT BANK TABLE OF CONTENTS CHAPTER I GENERAL PROVISIONS............................................ 2 CHAPTER II DEFINITIONS................................................... 2 CHAPTER III TYPE AND AMOUNT OF THE PRINCIPAL CLAIM GUARANTEED............. 3 CHAPTER IV TYPE OF GUARANTEE............................................. 3 CHAPTER V SCOPE OF GUARANTEE............................................ 3 CHAPTER VI TIME LIMIT FOR THE GRANTEE TO PERFORM ITS DEBT................ 3 CHAPTER VII GUARANTEE PERIOD.............................................. 4 CHAPTER VIII DOCUMENTS TO BE SUBMITTED BY THE GRANTEE...................... 4 CHAPTER IX REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR............... 5 CHAPTER X GUARANTOR'S COVENANTS......................................... 6 CHAPTER XI NATURE AND EFFECTIVENESS OF GUARANTEE......................... 8 CHAPTER XII EVENTS OF DEFAULT............................................. 8 CHAPTER XIII OTHER AGREEMENTS.............................................. 9 CHAPTER XIV GOVERNING LAW AND DISPUTE RESOLUTION.......................... 10 CHAPTER XV EFFECTIVENESS, DISCHARGE OF AND AMENDMENT TO CONTRACT......... 10 CHAPTER XVI EXHIBITS...................................................... 11 CHAPTER XVII MISCELLANOUS.................................................. 11 i MAXIMUM AMOUNT GUARANTEE CONTRACT Guarantor: Baoding Tianwei Baobian Electric Co., Ltd. (the "Guarantor") Address: 28 Jingxiu Street, Baoding High-tech Industrial Development Zone Zip Code: 071056 Legal Representative: Ding Qiang Attorney-in-fact: ______________________________ Handled by: ____________________________________ Telephone: _____________________________________ Fax: ___________________________________________ Bank: __________________________________________ Bank Account: __________________________________ Grantor: China Everbright Bank, Shijiazhuang Sub-branch (the "Grantor") Address: 118, Zhongshan East Road, Shijiazhuang Zip Code: 05000 Legal Representative/Responsible Person: Jiang Fangming Attorney-in-fact: Handled by: Zhang Weibing Telephone: 0311-88628602 Fax: 0311-88628628 1 CHAPTER I GENERAL PROVISIONS In order to ensure the performance of the Comprehensive Credit Agreement (No. Guang Shi Gong Wang Zong Shou Zi 2007 No.002) entered into by Baoding Tianwei Yingli New Energy Resources Co., Ltd. (the "Grantee") and the Grantor on February 1, 2007 ("Comprehensive Credit Agreement"), the Guarantee is willing to provide a maximum amount guarantee with joint and several liability to the Grantor for purposes of guaranteeing the Grantee's full satisfaction of all of its indebtedness incurred under the Comprehensive Credit Agreement when due. The Grantor has agreed to accept the guarantee provided by the Guarantor after its review. Based on the principle of equality and mutual benefits, in accordance with the relevant laws and regulations of the People's Republic of China (the "PRC"), this contract (this "Contract") is hereby formulated to provide for the rights and obligations of the Guarantor and Grantor. CHAPTER II DEFINITIONS Article 1 As used in this Agreement, the following terms have the meanings specified below, unless otherwise provided in the context or otherwise interpreted as required hereunder: "Master Contract" shall mean each of the Comprehensive Credit Agreement between the Guarantor and Grantor and the credit business contract or agreement entered into by the Grantor and Grantee with respect to each specific credit business pursuant to the Comprehensive Credit Agreement. "Credit Business Contract or Agreement " shall mean each credit business contract or agreement entered into by the Grantor and Grantee with respect to any on or off balance sheet credit extended by the Grantor to the Grantee pursuant to the Comprehensive Credit Agreement, including, but not limited to, loan, trade finance, discount, acceptance, letter of credit, performance bond and guarantee in RMB and foreign currency (collectively, "Specific Credit Business"). 2 CHAPTER III TYPE AND AMOUNT OF THE PRINCIPAL CLAIM GUARANTEED Article 2 The principal claim guaranteed by the Guarantor shall be all creditor's rights incurred under all Credit Business Contracts or Agreements entered into by the Grantor and Grantee pursuant to the Comprehensive Credit Agreement, and the maximum amount of the principal of the principal claim guaranteed shall be the comprehensive credit line as agreed under the Comprehensive Credit Agreement, i.e. Renminbi Fifty Million Yuan. CHAPTER IV FORM OF GUARANTEE Article 3 The guarantee hereunder shall be a joint and several liability guarantee. CHAPTER V SCOPE OF GUARANTEE Article 4 The scope of guarantee hereunder shall cover: all principal and interest of the principal claim, compound interest, commission, liquidated damages, damages and fees for realization of creditors' rights (including litigation fees, attorney's fees, notarization fees and enforcement fees) as well as all other fees due that shall be repaid or paid by the Grantee to the Grantor under the Master Contract (collectively, "Guaranteed Indebtedness"). Article 5 The certificate of the Grantor that sets forth any Guaranteed Indebtedness or any amount payable hereunder shall be conclusive evidence of the creditor-debtor relationship of the parties binding upon the Guarantor. CHAPTER VI TIME LIMIT FOR THE GRANTEE TO PERFORM ITS DEBT Article 6 The time limit for the Guarantee to perform its debt shall be the expiration date of the performance period during which the Grantee shall have repaid the debts or made the payments as agreed in each Credit Business Contract or Agreement under the Comprehensive Credit Agreement, or any date on which any Credit Business Contract or Agreement becomes due prior to maturity upon the occurrence of any event as provided under law or any event as agreed. 3 CHAPTER VII GUARANTEE PERIOD Article 7 The guarantee period for each Specific Credit Business under the credit agreement shall be calculated separately, which shall be two (2) years from the expiration date of the Grantee's debt performance period as agreed under the Credit Business Contract or Agreement (or the premature date in the event that the Credit Business Contract or Agreement becomes due prior to maturity upon the occurrence of any event as provided under law or any event as agreed). CHAPTER VIII DOCUMENTS TO BE SUBMITTED BY THE GUARANTOR Article 8 The Guarantor shall ensure that the Grantor shall have received the following documents furnished by the Guarantor prior to the initial use of the Specific Credit Business provided by the Grantor under the Master Contract by the Grantee: 1. A original copy of this Contract effectively signed by the legal representative or attorney-in-fact of the Guarantor and sealed with the corporate seal; 2. Articles of Association of the Guarantor and the most recent inspected Enterprise Legal Person Business License or Institutional Legal Person Certificate showing that it has passed the annual inspection, or any other document certifying that the Guarantor is validly existing; 3. Financial statements or other materials certifying the creditworthiness of the Guarantor; 4. Resolutions of the Board of Directors or any other internal organization of the Guarantor that has the power to decide on the matters of this guarantee approving the provision of this guarantee by the Guarantor pursuant to this Contract; 5. Any other document as reasonably requested by the Grantor to be provided by the Guarantor. If any of the documents described above is provided in duplicate copy, the duplicate copy shall be sealed by the Guarantor with corporate seal confirming that such copy is true, complete and valid. 4 CHAPTER IX REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR Article 9 The Guarantor hereby represents and warrants to the Grantor as follows: 1. The Guarantor is a legal person entity/other organization incorporated and validly existing under the laws of the PRC with independent capacity for civil acts, and has all power, authorization and authority to bear civil liability to the extent of all of its assets and to carry out its business activities. 2. The Guarantor has full power, authorization and authority to execute this Contract and consummate the transactions contemplated hereby, and has taken or obtained all acts of a legal person and other actions and consents necessary for the execution and performance of this Contract. This Contract has been duly signed and sealed with corporate seal by the legal representative or attorney-in-fact of the Guarantor. 3. The Guarantor has carefully read and fully understood the content of this Contract and the Master Contract and is willing to execute and perform this Contract, and all expression of its intention set forth herein is true. 4. All documents, materials, statements and evidence provided by the Guarantor to the Grantor are accurate, true, complete and valid, and the duplicate copies of the documents provided are consistent with the originals thereof. 5. The Guarantor has obtained all governmental approvals and other party consents necessary for the execution of this Contract, and the execution and performance of this Contract by the Guarantor does not violate any legal person organization document/approval document (if any ) or any other contract or agreement to which it is a party. The guarantee hereunder is not subject to any restriction. 6. In order to ensure that this Contract is legal, valid and enforceable, the Guarantor shall or will have completed all necessary registrations, filings or notarization procedures. 7. This Contract is legal and valid and constitutes a legally binding obligation of the Guarantor. 5 8. There are no actions, arbitrations or administrative proceedings involving the Guarantor or any of its material operating assets which would have a material adverse effect on the financial position of the Guarantor or its ability to perform its obligations hereunder. 9. No event of default has occurred or is continuing. Article 10 The representations and warranties of the Guarantor set forth above shall at all times be accurate and true during the effective term hereof, and the Guarantor shall provide any further documents from time to time as requested by the Grantor. CHAPTER X GUARANTOR'S COVENANTS Article 11 Prior to full satisfaction of the Guaranteed Indebtedness, the Guarantor shall comply with the following terms: 1. The Guarantor shall immediately notify the Grantor of any of the following events: (i) occurrence of any event of default; (ii) any action, arbitration or administrative proceeding involving the Guarantor or any of its material operating assets; (iii) deterioration of the financial position, winding-up, close-down, declared bankruptcy, dissolution, cancellation of business license/institutional legal person certificate or revocation of the Guarantor. 2. During the effective term hereof, so long as the Guaranteed Indebtedness has not been fully satisfied, without the prior written consent of the Grantor, the Guarantor shall not enter into any joint operation, contractual operation, lease, merger, split-off, joint-stock restructuring or make any arrangement with respect to any other change in operation model and ownership structure; provided that in the event that, pursuant to the requirements of operation or as required by any adjustment of any national policy or law, the Guarantor enters into any joint operation, contractual operation, lease, merger, split-off, joint-stock restructuring or effects any change in its operation model and ownership structure, the Guarantor shall obtain the 6 prior consent of the Grantor and make the arrangements satisfactory to the Grantee with respect to its liabilities and obligations with respect to the guarantee hereunder. 3. During the effective term hereof, so long as the Guaranteed Indebtedness has not been fully satisfied, without the prior written consent of the Grantor, the Guarantee shall not sell, transfer, divide or otherwise dispose any material operating assets. 4. During the effective term hereof and prior to full satisfaction of the Guaranteed Indebtedness, the Guarantor shall not exercise its right of recourse or make any claim against the Grantee with respect to any payment made by it on behalf of the Grantee to the Grantor or any other creditor's right that it might have against the Grantee. 5. During the effective term hereof, in the event that the Guarantor registers any change with the relevant administration of industry and commerce, it shall notify the Grantor within ten (10) business days after such change and deliver the duplicate copy of the relevant registration documents to the Grantor. 6. In the event that the Grantee fails to repay any Guaranteed Indebtedness that has become due and payable in a timely manner, the Guarantee shall, within seven (7) business days from the date on which the Guarantor has received the written payment notice from the Grantor, unconditionally repay such debt on behalf of the Grantee in the way as requested by the Grantor. 7. In the event that the Guarantor fails to make any payment hereunder in a timely manner as requested by the Grantor, the Grantor shall have the right to directly deduct such payment from any account opened by the Guarantor with the Grantor or any other branch of the Grantor without the prior consent of the Guarantor. 8. Upon request by the Grantor, the Guarantor shall immediately reimburse the Grantor or indemnify it against the following costs and losses: (i) all costs and expenses incurred by the Grantor in connection with the realization of its rights hereunder (including attorney's fees, litigation fees, enforcement fees and all other out-of-pocket expenses). (ii) any other losses suffered by the Grantor resulting from any breach of this Contract by the Guarantor. 7 CHAPTER XI NATURE AND EFFECTIVENESS OF GUARANTEE Article 12 This Contract is independent form the Master Contract. The invalidity or revocation of the Master Contract for any reason shall have no effect on the validity of this Contract or any obligation or liability of the Guarantor hereunder. The joint and several liability of the Guarantor hereunder shall be extended to the legal responsibilities of the Grantee upon ineffectiveness of the Master Contract (including, but not limited to, reimbursement and indemnification for losses). No consent of the Guarantor shall be required for any change in the content of the Master Contract between the Grantor and Grantee, except for any renewal of the principal claim or any increase of the amount of the principal claim, and the Guarantor shall not be released from any of its liabilities with respect to its guarantee hereunder. In the event of any renewal of the Master Contract without the consent of the Guarantor, the Guarantor shall be responsible for its liabilities with respect to the guarantee during the original guarantee period. In the event that the parties to the Master Contract have agreed to increase the amount of the Guaranteed Indebtedness without the consent of the Guarantor, the Guarantor shall be responsible for its liabilities with respect to the guarantee to the extent of the amount of the original Guaranteed Indebtedness. Article 13 The guarantee created hereunder shall be independent from any other guarantee obtained by the Grantor with respect to the Guaranteed Indebtedness. The Grantor shall not be required to enforce any other guarantee (whether for property or person) or take any other remedial measure against the Grantee or any other third party before its exercise of the rights hereunder. CHAPTER XII EVENTS OF DEFAULT Article 14 Any of the following events or circumstances shall constitute an event of default by the Guarantor hereunder: 1. Any event of default under the Master Contract shall have occurred; 2. Any representation or warranty made by the Guarantor hereunder shall have been confirmed to be incorrect or untrue; 8 3. Any provision of the Master Contract shall no longer be fully legal or valid for any reason, or terminated or limited for any reason; 4. The Guarantor shall have suspended or stopped business operation or is subject to bankruptcy, liquidation, close-down or any other similar proceeding, or an petition shall be filed seeking the bankruptcy or liquidation of the Guarantor, or the Guarantor shall be wound up or suspended as determined by the competent government authority; 5. Any action, arbitration or administrative proceeding shall have been brought against the Guarantor or any of its material operating assets; 6. The Guarantor shall have breached any of its other obligations hereunder, or any other event shall have occurred which, in the Grantor's opinion, would have a material adverse effect on any of its rights hereunder. Article 15 Upon the occurrence of any event of default set forth above, the Grantor shall have the right to take one or more of the following measures, as the case may be: 1. To take any remedial measure in the event of any breach that it may be entitled to take hereunder; 2. To request the Guarantor to bear its liabilities with respect to the guarantee hereunder as agreed herein; 3. To exercise any other security interest it may be entitled to with respect to the Guaranteed Indebtedness. CHAPTER XIII OTHER AGREEMENTS Article 16 Without the prior consent of the Grantor, the Guarantor shall not transfer or otherwise dispose any or all of its obligations hereunder. Article 17 Any grace period, preferential treatment or moratorium granted by the Grantor to the Guarantor shall not affect, damage or limit any right that the Grantor may be entitle to under this Contract, any law or regulation; nor shall it operate as a waiver by the Grantor of any of its rights or interests hereunder, or affect any responsibility or obligation of the Guarantor hereunder. 9 Article 18 Any provision of this Contract or any content thereof held to be invalid for any reason shall not affect the effectiveness of this Contract and the remaining provisions of this Contract or any other content of such provision. Article 19 The Grantor shall repay in full the Guaranteed Indebtedness hereunder, and shall not make any claim of set-off or create any condition thereto. Article 20 All notices and requests sent by the parties to each other hereunder shall be in writing and sent to the respective parties at the addresses or fax numbers first above written herein. In event of any change in the address or fax number of any party, it shall promptly notify the other party. Communications between the parties shall be deemed to have been given or received (i) upon delivery if personally delivered, (ii) on the third (3rd) day after delivery if delivered by the registered mail and (iii) at the time of transmission if sent by facsimile; provided, however, that any document sent by the Guarantor to the Grantor shall be deemed to have been given upon receipt by the Grantor. CHAPTER XIV GOVERNING LAW AND DISPUTE RESOLUTION Article 21 This Contract and any matter in connection herewith shall be governed by, and construed in accordance with, the laws of the PRC. Article 22 Any dispute arising from or in connection with this Contract shall be settled through friendly consultation between the parties. If no settlement can be reached through such consultation, then any party may bring an action before the People's Court in the jurisdiction in which the Grantor is located. CHAPTER XV EFFECTIVENESS, DISCHARGE OF AND AMENDMENT TO THIS CONTRACT Article 23 This Contract shall become effective on the date on which this Contract has been executed by the legal representatives or attorney-in-facts of the Guarantor and the Grantor and sealed with corporate seals. Article 24 This Contract may not be amended or discharged by any party without authorization after this Contract comes into effect. Any amendment to or discharge of this Contract shall be agreed by the Guarantor and Grantor by entering into an instrument in writing 10 upon consultation. Before entering into such written instrument, all provisions of this Contract shall nevertheless remain in full force and effect. CHAPTER XVI EXHIBITS Article 25 The Guarantor and Grantor shall separately enter into a written agreement with respect to any matter not addressed herein which shall be attached hereto as an exhibit. The exhibits attached hereto shall be an integral part of this Contract and have the same legal validity as the text of this Contract. Article 26 The exhibits to this Contract are as follows: 1. [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] 2. [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] CHAPTER XVII MISCELLANEOUS Article 27 This Contract shall be executed in two (2) original copies with each of the Guarantor and the Grantor holding one (1) copy, all of which shall have the same legal validity. Article 28 The Guarantor and the Grantor have executed this Agreement in Shijiazhuang on February 1, 2007. 11 [SIGNATURE PAGE] Guarantor (Seal): Baoding Tianwei Baobian Electric Co., Ltd. Legal Representative: /s/ Ding Qiang - ------------------------------------- (Seal) In the presence of: /s/ Zhang Weibing and Zhang Hong - -------------------------------------- (or Attorney-in-fact) The seal has been verified by Li Ranran and Huang Yuying. Grantor (Seal): Legal Representative/Responsible Person: /s/ Wang Chong - ------------------------------------- (or Attorney-in-fact) 12 EX-10.15 36 h00847exv10w15.txt EX-10.15 GUARANTEE CONTRACT SEP 2005 EXHIBIT 10.15 [ENGLISH TRANSLATION] GUARANTEE CONTRACT Contract No: (2005) Eximbank (Jing Xinbao) Zi No. 15069 This Guarantee Contract is entered into by and between the following parties on September __, [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] 2005: Guarantor: Baoding Tianwei Baobian Electric Co., Ltd. (hereinafter referred to as "Guarantor") Legal Representative: Ding Qiang Address: No. 28 Jingxiu Street, National High-tech Development District, Baoding, Heibei Mail Code: 071051 Tel: 0312-3308417 Fax: 0312-3230382 Lender: Export-Import Bank of China (hereinafter the "Lender") Legal Representative: Li Ruogu Address: No. 77 Beiheyan Avenue Dongcheng District, Beijing Mail Code: 100009 Tel: 010-64099690 Fax: 010-64099687 Whereas, the Lender entered into a Loan Contract for Seller Credit in Export of Normal Electromechanical Products and High-tech Products numbered as (2005) Ex-Im Bank (Jing Xinhe) Zi No. 15069 (hereinafter the "Loan Contract") on September __, [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] 2005 with Baoding Tianwei Yingli New Energy Resources Co., Ltd. (hereinafter the "Borrower"), to extend to the Borrower a loan in amount to (V) Y40 million yuan ((in words) Renminbi forty million yuan) (X) US$ ((in words) US dollar ____ [INFORMATION MISSING IN THE ORIGINAL DOCUMENT]) (the "Loan"). In accordance with the Loan Contract, the Borrower shall obtain a third party's guarantee for its debt under the Loan Contract and such guarantee is a precondition for the Lender to extend aforesaid loan to the debtor. Upon discussion, the Lender and the Guarantor agree to enter this Guarantee Contract. Article 1. The Guarantor agrees to provide joint-liability guarantee for the debt of the Borrower under the Loan Contract in accordance with this Guarantee Contract to guarantee (V) the whole debt of the Borrower under the Loan Contract (X)__% [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] debt of the Borrower under the Loan Contract, that is, the (V) Y (X) US$ forty million principal and interest thereof of the Borrower under Loan Contract. Article 2. The secured scope of the Guarantor under this Guarantee includes the following two items (hereinafter referred to as the "Debt"): a. the principal, interest (including statutory interest, promissory interest and penalty interest), liquidated damage, compensation for damage and expenses for enforcement of credit claim (including litigation fee, lawyer fee, notarization fee and enforcement fee) that shall be repaid by the Borrower to the Lender under the Loan Contract; and b. any other expense payable by the Borrower to the Lender under the Loan Contract. 1 Article 3. In case that the Borrower fails to pay any payable Debt on time (including but not limited to any amount payable by the Borrower when the Lender announces earlier maturity of the Loan), the Guarantor shall, within fifteen days upon receiving written payment notice from the Lender, unconditionally pay such Debt in the manner as required by the Lender. Article 4. Unless there are any apparent error, any proof used by the Lender to indicate any Debt or any payable amount under this Guarantee Contract shall be the final evidence for the credit-debt relationship between the parties and binding on the Guarantor. Article 5. Once upon request by the Lender, the Guarantor shall compensate the following expenses and losses of the Lender: a. all expenses occurred by the Lender to implement its rights under this Guarantee Contract; and b. any other losses caused to the Lender due to the Guarantor's breach of any term of this Guarantee Contract. Article 6. If the Guarantor fails to pay any amount under this Guarantee Contract on time as required by the Lender, the Lender shall have the right to directly debit from any account of the Guarantor with the Lender or any branch of the Lender's agent bank at any time, without previous consent of the Guarantor. Article 7. The guarantee period under this Guarantee Contract is two years commencing from the date when all debt paying deadline under the Loan Contract matures. Article 8. The Guarantor and the Lender hereby specifically agree that in the extent as allowed by law, if there is other security of property for the credit claim secured by this Guarantee Contract, under any circumstance, the Guarantor may not require the Lender to exercise the security of property. Article 9. The Guarantor makes the following representation to the Lender: a. the Guarantor is a enterprise legal person organized according to law and existing validly and has independent legal person status. The Guarantor has full qualification and rights to execute this Guarantee Contract and perform its obligations under this Guarantee Contract; b. the Guarantor always operates its business in compliance with law and has never taken any action that is beyond its business scope as confirmed by industry and commerce administration authority; c. the Guarantor has carefully read and completely understood and accepted the content of the Loan Contract and this Guarantee Contract; the Guarantor is voluntary to execute and implement 2 this Guarantee Contract and all of its intent expression is real; d. the Guarantor hereby specifically asserts that it has fully knowledge that Headquarter Business Department of Export-Import Bank of China is authorized by the Lender to be responsible for extension, collection of the Loan and all matters related to management of the Loan. The Loan Contract is binding directly on the Borrower and the Lender and this Guarantee Contract is binding directly on the Guarantor and the Lender; (X) the Guarantor hereby specifically asserts that (X) Y (X) US$_______ [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] of the Loan under the Loan Contract is used to (X) repay the unpaid amount of the Borrower under the loan contract (contract no: (__________) Ex-im Bank (Xinhe) Zi No. __________) [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] entered into by the Lender and the Borrower on __, ____. [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] (X) repay the bridge loan extended by (__________) Bank [INFORMATION MISSING IN THE ORIGINAL DOCUMENT]; e. the Guarantor confirms that corporate authorization necessary for executing this Guarantee Contract on the party of the Guarantor has been fulfilled and this Guarantee Contract has been validly signed by authorized representative of the Guarantor; f. execution of this contract and performance of its obligations under this Guarantee Contract by the Guarantor is not in violence of the following: 1. articles of association of the Guarantor; 2. any other agreements entered into by the Guarantor; or 3. any law and regulation applicable to the Guarantor. g. this Guarantee Contract constitutes legal valid and legally binding obligation of the Guarantor; h. the Guarantor is in good financial condition and has the ability to provide guarantee for the Debt of the Borrower under the Loan Contract. Its financial condition is not and will not be negatively affected by any arbitration, litigation or administrative proceeding to be started; i. the financial reports provided by the Guarantor are prepared in accordance with accounting principals enacted by the Ministry of Finance and truly and properly reflect financial condition of the Guarantor in the year of such statement. In addition, after the latest reporting date, the financial condition of the Guarantor is not worsening; and j. all documents, materials, statements and certificates provided by the Guarantor to the Lender are correct, true, complete and valid, and photocopies of documents provided are consistent with the originals. Article 10. The Guarantor makes the following warranty to the Lender: a. until any Debt under the Loan Contract has been fully paid off, without previous written 3 consent of the Lender, the Guarantor may not take any contracting, leasing, merger, split-up, joint-stock restructure or other changing arrangement of operation and property right structure; if contracting, leasing, merger, split-up, joint-stock restructure or otherwise changing of operation and property right structure is necessary due to operation need or adjustment of State policy or law, the Guarantor shall obtain consent of the Lender first and make arrangement satisfactory to the Lender for its guarantee liability and obligation under this Guarantee Contract; b. if the Guarantor makes any changing registration with the State industry and commerce administration authority, it shall notify the Lender immediately and furnish the Lender with the copy of relevant registration documents; c. until any Debt under the Loan Contract has been fully paid off, without previous written consent of the Lender, the Guarantor may not make any change or amendment to the its shareholding, articles of association or other corporate documents that may materially affect its ability to guarantee under this Guarantee Contract; and d. as long as there are any Debt of the Borrower under the Loan Contract not paid off, without previous written consent of the Lender, the Guarantor may not ask for recourse from or claim against the Borrower for any amount it has paid to the Lender for the Borrower (including the Debt under the Guarantee Contract and debt under other contracts). Article 11. This Guarantee Contract is a contract independent from the Loan Contract. The invalidity or rescission of the Loan Contract due to any reason will neither affect the effect of this Guarantee Contract, nor affect the obligation and liability of the Guarantor under this Guarantee Contract. In addition, this Guarantee Contract will not be invalid or rescinded due to the invalidity or rescission of the Loan Contract. Article 12. If the Lender and the Borrower agree to make amendment to the Loan Contract which extends the Loan, increases the amount of the Loan or otherwise increases liability of the Guarantor, the Guarantor's written consent shall be obtained in advance. Article 13. Without previous consent of the Guarantor, the Lender may transfer the credit claim secured by this Guarantee Contract to any third party and the Guarantor will continue bear guarantee liability in the original guarantee scope. Article 14. Without consent of the Lender, the Guarantor shall not transfer or otherwise dispose all or part of its liability or obligation under this Guarantee Contract. Article 15. Under this Guarantee Contract, the Guarantor shall fully pay any amount payable by it without any offsetting request or any accessory condition. Article 16. Any tolerance, extension of deadline, preference or delay given by the Lender for the Borrower's performance of its obligation under the Loan Contract or the Guarantor's performance of its obligation under this Guarantee Contract may not affect, harm or limit all rights 4 of the Lender in accordance with this Guarantee Contract and laws or regulations, may not be deemed as waiver of the Lender of its rights or interests under this Guarantee Contract, nor may affect the liability and obligation that the Guarantee shall bear under this Guarantee Contract. Article 17. This Guarantee Contract may be amended or supplemented upon written agreement of both parties. Any amendment and supplementary to this Guarantee Contract shall constitute a part of this Guarantee Contract. Article 18. The notices and requests sent by both parties of this Guarantee Contract to each other and related to this Guarantee Contract shall be in writing and sent to relevant party's address as set forth on the first page of this Guarantee Contract. If any party changes its address, such party shall notify the other at a timely basis. Article 19. This Guarantee Contract is governed by and construed according to law of People's Republic of China. Article 20. All disagreements or disputes arising from performance of this Guarantee Contract or relevant with this Guarantee Contract may be solved by negotiation between the parties. In failure to negotiate, any party may sue to people's court of Beijing having jurisdiction. The Guarantor agrees that litigation arising from performance of this Guarantee Contract or relevant with this Guarantee Contract may be brought to people's court of Beijing having jurisdiction. Article 21. This Guarantee Contract shall come into effect upon signing and stamping by both parties of the contract. This Guarantee Contract is executed in four copies, two of which are kept by each of the Lender and the Guarantor separately and each copy shall have the same legal effect. Guarantor: Baoding Tianwei Baobian Electric Co., Ltd. (corporate seal) Legal Representative or authorized signer: /s/ Jing Chongyou - ------------------------------------- Lender: Export-Import Bank of China (corporate seal) Legal Representative or authorized signer: /s/ Jiang Junhua - ------------------------------------- Dated: September, 2005 Place: No. 77 Beiheyan Avenue, Dongcheng District, Beijing 5 EX-10.16 37 h00847exv10w16.txt EX-10.16 MAXIMUM GUARANTEE CONTRACT SEP 6,2005 EXHIBIT 10.16 [ENGLISH TRANSLATION] PREPARED UNDER THE SUPERVISION OF HUAXIA BANK HEADQUARTERS MAXIMUM AMOUNT GUARANTEE CONTRACT ================================================================================ SHIJIAZHUANG BRANCH, HUAXIA BANK CO., LTD. MAXIMUM AMOUNT GUARANTEE CONTRACT No. : 0311006012005048 Bao 1 Party A (Guarantor): Baoding Tianwei Baobian Electric Co., Ltd. Address: 318 Jiangcheng Road, Baoding Zip Code: 071056 Legal Representative: Ding Qiang Telephone: 0312-3308895 Fax: 0312-3308895 Basic Account Opening Bank: Industrial and Commercial Bank of China, Baoding Sub-branch Office Bank Account: 0409003809221002578-002 Party B (Creditor): Huaxia Bank Co., Ltd., Shijiazhuang Branch Address: 48, Zhongshan West Road Zip Code: 050000 Legal Representative/ Responsible Person: Mo Rongfen Telephone: 87899120 Fax: 1 In accordance with the relevant provisions of the Guarantee Law of the People's Republic of China, Party B will enter into several business contracts with the debtor under the master contract (the "Master Contract"), Baoding Tianwei Yingli New Energy Resources Co., Ltd. (the "Debtor"), during the period set forth in this contract (this "Contract"), and Party A is willing to provide a guarantee to Party B with respect to all creditor's rights under such business contracts to the extent of the maximum amount of credit claim. Party A and Party B hereby enter into this contract through consultation. ARTICLE I TYPE, AMOUNT AND PERIOD OF THE GUARANTEED PRINCIPAL CREDIT CLAIM 1.1 The choice of the Master Contract under this Contract shall be as follows: __________________ (No.:______) [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] entered into by Party B and the Debtor, such contract and the specific business contracts thereunder shall constitute the Master Contract of this Contract. Several Letter of Credit Issuance Contracts and Loan Contracts entered into by Party B and the Debtor during the period set forth herein shall constitute the Master Contract of this Contract. 1.2 The business type of the principal credit claim guaranteed by Party A shall be the same as set forth in the Master Contract. 1.3 The maximum amount of the principal of the principal credit claim guaranteed hereunder shall be in Renminbi (currency) Thirty Eight Million Yuan (in words) (among which, the business amount in any other currency shall be converted based on the exchange rate quoted by Party B on the occurrence date of such business). 1.4 The execution date for any specific business contract guaranteed hereunder shall be from August 24, 2005 to August 23, 2006. 1.5 The Debtor's debt performance period shall be within the meaning set forth in the Master Contract. If Debtor repay its debt in installments pursuant to the Master Contract, the maturity date for each debt shall be the expiration date of the performance period of such debt; If the Creditor declares pursuant to the Master Contract that any debt becomes mature prior to its maturity date, the premature date shall be the expiration date of the performance period of such debt. 2 ARTICLE II SCOPE OF GUARANTEE 2.1 The scope of guarantee provided by Party shall cover the principal and interest of the credit claim under the Master contract, default interest, fine, compound interest, liquidated damages, damages, expenses incurred in connection with the realization of the credit claim by Party B (including, but not limited to, litigation fees, arbitration fees, preservation fees, public announcement fees, evaluation fees, appraisal fees, auction fees, travel expenses, telecommunication expenses and attorney's fees) and all other fees payable by the Debtor. ARTICLE III FORM OF GUARANTEE 3.1 The guarantee provided by Party A shall be a joint and several liability guarantee. In the event that the Debtor fails to perform its repayment obligation under the Master Contract, Party B shall have the right to directly seek indemnification from Party A, and Party A shall immediately satisfy the credit claim under the Master Contract to Party B. ARTICLE IV GUARANTEE PERIOD 4.1 The guarantee period for Party A to bear its liabilities shall be two (2) years, i.e., two (2) years from the expiration date of the debt performance period of the Debtor set forth in the Master Contract. The guarantee period under each business contract (or agreement) shall be calculated separately. 4.2 The "expiration date of the debt performance period of the Debtor set forth in the Master Contract" described above shall include the maturity date in the case of repayment of debt in installments by the Debtor; and the debt premature date declared by the Creditor pursuant to the Master Contract. 4.3 If the business contemplated by the Master Contract is letter of credit, bank acceptance draft, guarantee or guarantee for delivery of goods, the guarantee period shall be two (2) 3 years from the advance date; if the advance is made in installments, the guarantee period shall be calculated from each advance date. ARTICLE V PARTY A'S RIGHTS AND OBLIGATIONS 5.1 Party A is a legal entity incorporated and validly existing in accordance with law, has the capacity to act as guarantee and make repayment on behalf of the debtor as provided in law, and is will to bear and perform the liabilities under the guarantee to the extent of the assets owned by it or of which it has the right to dispose. 5.2 Party A hereby guarantees that the execution of this Contract has been approved by its superior competent authority or the power organ of the company, such as the Board of Directors, and it has obtained all necessary authorization. 5.3 Party A hereby guarantees that the execution and performance of this Contract does not violate any stipulations or provisions by which Party A or any of its assets is bound, any guarantee agreement or other agreement between Party A and any other party, or any other instrument, agreement or covenant by which Party A is bound. 5.4 All documents and materials provided by Party A to Party B shall be true, accurate, legal and effective. 5.5 Party A is aware of and consents to all provisions of the Master contract, and is will to provide the guarantee to the Debtor and guarantees that it will perform the repayment obligation on behalf of the Debtor pursuant to this Contract. 5.6 If the Master Contract covered by this Contract is a Bank Acceptance Agreement, Party A guarantees that Party A's guarantee liabilities to Party B hereunder shall not be affected by any dispute relevant or irrelevant to any notes between the Debtor and the holder, endorser or any other party of the acceptance draft. 5.7 In the event that there is any guarantee under the Master Contract other than the guarantee provided hereunder, Party A's guarantee liabilities to Party B shall not be affected, or released or reduced, by the guarantee provided by any other guarantor, nor will Party A's performance of such guarantee liabilities be subject to any claim made or litigation/arbitration/enforcement brought by Party B against any other guarantor. 5.8 Party A hereby guarantees that it will not provide any guarantee in any other form to any third party beyond its guarantee capacity during the effective term hereof. 5.9 Party A hereby guarantees that, during the effective term hereof, it shall provide its financial statements, including balance sheet and statements of income and cash flow, 4 upon request by Party B, and accept the investigation and supervision of its operation activities and financial position by Party B. 5.10 During the effective term hereof, in the event of any change in its operation model, nature or legal status, such as contractual operation, lease, custody, asset restructuring, debt restructuring, joint-stock restructuring, joint operation, merger (or consolidation), split-off, title transfer of consideration, joint venture (or cooperation), decrease in registered capital, or petition for winding-up, dissolution (or revocation) or bankruptcy, Party A shall notify Party B in writing at least thirty (30) days prior to such change, and bear all liabilities under the guarantee set forth herein; 5.11 During the effective term hereof, in the event of any change in its nature or legal status, such as declaration of winding-up, close-down, dissolution (revocation) or petition for bankruptcy, or any other circumstance that would have an adverse effect on its normal operation or deprive it of its guarantee capacity, Party A shall notify Party B in writing at least three (3) days prior to such change; 5.12 Party A shall notify Party B of any change in its address, name or legal representative within seven (7) days after such change. ARTICLE VI PARTY B'S RIGHTS AND OBLIGATIONS 6.1 Party B shall have the right to request, from time to time, Party A to provide its financial reports, financial statements and other materials reflecting its operation situation and creditworthiness. 6.2 In the event that the Debtor fails to make any repayment upon expiration of the debt performance period set forth in the Master Contract (including the expiration of each debt due in installments comprising the principal credit claim or premature date of the debt which has been declared mature by the Creditor prior to its maturity), Party B shall have the right to request Party A to bear the joint and several liabilities under the guarantee pursuant to this Contract. 6.3 In the event that Party B has any other guarantee over the credit claim under the Master Contract, Party B shall have the right to first exercise its rights hereunder, and request Party A to bear its joint and several liabilities under the guarantee. 6.4 In the event that Party A fails to bear its liabilities pursuant to this Contract, Party B shall have the right to directly deduct and collect any amount payable by Party A from the account opened by Party A with any business organization of Huaxia Bank. In the event of any such deduction from Party A's account by Party B, if the currency of such account is different from that of the principal credit claim, the amount concerned shall be converted based on the exchange 5 rate published by Party B on the date on which such deduction has been made. 6.5 Party B shall not be required to notify Party A of its execution of any specific business contract (agreement) with the Debtor. ARTICLE VII LIABILITY FOR BREACH 7.1 Upon effectiveness of this Contract, Party A and Party B shall perform their obligations under this Contract. In the event that any party fails to perform, in whole or in part, any obligation provided hereunder, such party shall be liable for the relevant breach and indemnify the other party against any losses suffered by the other party. ARTICLE VIII EFFECTIVENESS OF CONTRACT 8.1 This Contract shall become effective on the date on which the parties have executed this Contract. 8.2 The validity of this Contract shall be independent from the validity of the Master Contract. This Contract shall not be invalid as a result of the invalidity of the Master Contract. If the Master Contract is held invalid, Party A shall be liable for any indebtedness incurred in connection with the return of property or indemnification for damages by the Debtor. ARTICLE IX AMENDMENT TO AND DISCHARGE OF CONTRACT 9.1 Upon effectiveness of this Contract, neither Party A nor Party B shall amend or discharge this Contract without authorization. 9.2 Party B and the Debtor may amend the Master Contract without the consent of Party A, except for any renewal thereof or any increase in the amount of the principal credit claim. 9.3 In the event that the principal credit claim under this Contract falls into the category of advance payment by letter of credit, Party A hereby confirms that, if the applicant of the letter of credit and Party B agree to amend the letter of credit, and the amount under the 6 amended letter of credit (excluding interest, liquidated damages, damages and other relevant expenses) does not exceed the sum of the amount of the letter of credit and exceeded amount provided under the relevant Master Contract, such amendment shall be deemed to have been approved by Party A ( regardless of any change whatsoever in the amount or any other provision of the letter of credit), this Contract shall remain valid, and Party A shall continue to bear its several and joint liabilities under the guarantee. ARTICLE X DISPUTE RESOLUTION 10.1 Any dispute arising from the performance of this Contract shall be settled through consultation. If no settlement can be reached through such consultation, the parties may choose the following method to solve such dispute: to bring an action before the People's Court in the jurisdiction in which Party B is located. to submit the dispute to _____________ [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] arbitration commission for arbitration. ARTICLE XI MISCELLANEOUS 11.1 During the effective term hereof, if Party B has not been notified in writing of the change in Party A's legal person name, legal representative or address, all instruments sent to Party A by Party B based on the information set forth herein shall be deemed to have been sent and given. 11.2 Other matters as agreed by the parties: This guarantee shall not be affected by any amendment, supplement or change to any loan contract by the borrower and lender, so long as there is no increase in the amount guaranteed by the guarantor. 11.3 This Contract shall be prepared in five copies with Party A holding one (1) copy, Party B holding two (2) copies and the borrower holding two (2) copies, all of which shall have equal legal validity. 11.4 The relevant exhibits to this Contract shall be a part of this Contract, and shall have the same legal validity as this Contract. 7 11.5 Party B has taken reasonable measures to draw the attention of Party A to the terms hereof with respect to the release or restriction of its liabilities, and has given a full explanation of the relevant terms at the request of Party A; and Party A and Party B have no different opinions as to the understanding of all terms hereof. Party A: Baoding Tianwei Baobian Electric Co., Ltd. (Seal) Legal Representative: /s/ Jing Chongyou (or Attorney-in-fact) ---------------------------------------- (Signature) September 6, 2005 Party B Huaxia Bank Co., Ltd., Shijiazhuang Branch Legal Representative/ Chief Responsible Person: /s/ Mo Chongfen (or Attorney-in-fact) ---------------------------------------- (Signature or Seal) September 6, 2005 8 EX-10.17 38 h00847exv10w17.txt EX-10.17 MAXIMUM AMOUNT GUARANTEE CONTRACT DEC 20,2006 EXHIBIT 10.17 [ENGLISH TRANSLATION] MAXIMUM AMOUNT GUARANTEE CONTRACT No.: 2006 Bao Zhong Yin Yu Xin Gong Bao Zi No.004 MAXIMUM AMOUNT GUARANTEE CONTRACT Guarantor: Baoding Tianwei Group Co., Ltd. (the "Guarantor") Enterprise Legal Person Business License No.: 1306051000126 Legal Representative/Responsible Person: Ding Qiang Bank and Bank Account: Bank of China 37601639308093001 Address: 158, Chaoyang North Road, Baoding Contact Information: 3309036 Creditor: Bank of China Limited, Baoding Yuhua Sub-branch Legal Representative/Responsible Person: Zhou Yanming Address: 339, Yuhua West Road, Baoding Contact Information: 2023730 In order to ensure the practical performance of the obligations of the Debtor (as defined below) under several Master Contracts (as defined below) entered into or will be entered into by Baoding Tianwei Yingli New Energy Resources Co., Ltd. (the "Debtor") and Baoding Yuhua Sub-branch, Bank of China Limited (the "Creditor") from December 20, 2006 to December 20, 2007, the Guarantor is willing to provide this guarantee (the "Guarantee") to the Creditor. The parties hereby agree to enter into this contract (this "Contract") through equal consultation. Article 1 Representations and Warranties The Guarantor hereby represents and warrants as follows: 1 1. The Guarantor has the capacity of acting as a guarantor in accordance with the laws of the People's Republic of China (the "PRC"), and has the power to bear the liabilities with respect to the Guarantee. 2. The Guarantor has fully understood the content of the Master Contract, and is willing to provide the Guarantee to the Debtor. All expression of its intention is true. The execution by its legal representative or authorized signatory has been authorized in accordance with law. 3. All documents, materials, statements and evidence provided by the Guarantor to the Creditor are accurate, true, complete and valid. 4. The Guarantor shall notify the Creditor of any change in title or operation model in any form occurred during the guarantee period in advance; provided, however, that the Guarantor shall not be released from any its liabilities with respect to the Guarantee as a result of such change. 5. The Guarantor shall promptly notify the Creditor of any registration for establishment, change or cancellation with the relevant administration of industry and commerce of the PRC and send a copy of the relevant registration to the Creditor. Article 2 Relationship between the Guarantee Contract and the Master Contract This Contract shall be an independent guarantee. If the Master Contract becomes invalid or revocable for any reason, the validity of this Contract shall not be affected. In such event, this Contract shall remain valid, and the Guarantor shall remain liable to the Creditor under the Guarantee. The Master Contract shall mean any credit agreement covered by this Contract or any borrowing contract formulated during the period set forth herein. If the Master Contract has been discharged by the parties thereto or becomes due prematurely, this Contract shall nevertheless remain in force and effect, and the Guarantor shall be liable for any and all damages to the Debtor attributable to the Debtor to the extent of the Guarantee. No consent of the Guarantor shall be required for any change in the content of the Master Contract between the parties, except for any renewal or any increase of the credit line, and the Guarantor shall be liable under the Guarantee to the extent of the amended scope of guarantee. In the event of any renewal of the Master Contract without the consent of the Guarantor, the Guarantor shall be liable under the Guarantee during the original guarantee period. In the event of any increase of the credit line by the parties to the Master Contract without the consent of the 2 Guarantor, the Guarantor shall be liable to the extent of the original credit line under the Guarantee. Article 3 Scope of Guarantee The credit claim guaranteed hereunder shall be all indebtedness incurred between the Creditor and the Debtor from December 20, 2006 to December 20, 2007, with a credit line not exceeding 120,000,000 Yuan (including up to RMB54 million in shore-term borrowing, up to US$3.3 million in shore-term borrowing and up to RMB40 million in trade financing). The scope of guarantee hereunder shall cover the principal and interest on the indebtedness incurred under the Master Contract (including statutory interest, agreed interest, compound interest and default interest), liquidates damages, damages, expenses in connection with the realization of creditor's rights (including litigation fees, attorney's fees, notarization fees and enforcement fees), losses of the Creditor arising out of any breach by the Debtor and all other fees payable. Article 4 Form of Guarantee The Guarantee under this Contract shall be a joint and several liability guarantee. In the event that the Debtor fails to make any payment pursuant to the Master Contract on the due payment date or prepayment date set forth therein, the Guarantor shall perform its guarantee obligations. The Creditor hereby specially points out that the "due payment date" referred to herein shall be the interest payment date, principal payment date indicated in each repayment plan or receipt for loan set forth in the Master Contract or any date on which the Debtor shall make any payment to the Creditor pursuant thereto. The "prepayment date" referred to herein shall mean the prepayment date proposed by the Debtor and agreed by the Creditor or any date on which the Creditor requests to call in the loan from the Debtor pursuant to the provisions of the contract before its maturity. In the event of any failure by the Debtor to make any repayment pursuant to the contract as provided in the first paragraph of this Article, the Guarantor shall remit any amount that has been requested to be paid in the notice given by the Creditor to it to an account designated by the Creditor. Any notice given by the Creditor shall be in writing and be sent by any of the following ways: 1. Registered mail; 2. Express courier; 3 3. Personal Delivery; 4. Fax. Upon receipt of the notice described above, the Guarantor shall promptly pay the amount requested to be paid in such notice, and shall not require any exemption from or delay in payment for any reason. Article 5 Guarantee Period The guarantee period hereunder shall be two (2) years commencing on the effective date hereof and ending on the expiration date of the performance period of the last repayment (or two (2) years commencing on the effective date of the loan contract for the first borrowing and ending on the expiration date of performance period of the last repayment under all loan contracts). Article 6 Liability for Breach Any of the following events shall constitute a breach under this Contract: 1. Any fraudulent misrepresentation made by the Guarantor in violation of Article 1 hereof or any breach of the covenants by the Guarantor; 2. Any failure by the Guarantor to repay any indebtedness of the Debtor in a timely manner pursuant to Article 4 hereof; 3. In the event of invalidity of this Contract attributable to the Guarantor, the Guarantor shall be jointly and severally liable within the scope of guarantee hereunder. In the event of any breach by the Guarantor, the Creditor shall have the right to take one or more of the following measures: 1. To discharge the loan contract or any other credit contract with the Guarantor or to declare that such contract has expired prior to maturity; 2. To require the Guarantor to indemnify it against all direct and indirect losses suffered by it resulting from any breach by the Guarantor, including, but not limited to, any losses of the principal, interest and expenses incurred by the Creditor under the Master Contract; 3. To set off any funds of the Guarantor in its accounts with the Creditor and 4 any other institution of Bank of China or any credit claim that the Guarantor may have against the Creditor and any other institution of Bank of China, against the guaranteed credit claim, only by giving notice. Article 7 Set-off and Reservation of Right The Guarantor shall pay off all indebtedness within the scope of guarantee hereunder, and shall not claim any right of set-off except as agreed by the Creditor. Any indulgence, grace period or preferential treatment granted by the Creditor to the Guarantor or any delay in exercising any of its rights hereunder, shall not affect, damage or limit any right that the Creditor shall be entitle to under this Contract or law; nor shall it operate as a waiver by the Creditor of any of its rights or interests hereunder, or release any obligation of the Guarantor hereunder. The Guarantor hereby undertakes that its performance of its liability under the Guarantee shall not be subject to the prior exercise of the security interest by the Creditor under the Master Contract. Article 8 Amendment to and Discharge and Interpretation of this Contract This Contract may be amended, supplemented or discharged by agreement of the parties. Any amendment or supplement to this Contract shall constitute an integral part of this Contract. Any matters not addressed herein shall be interpreted or handled in accordance with the relevant terms of the Master Contract guaranteed by this Contract. The invalidity of any provision of this Contract shall not affect the validity of the remaining provisions. Article 9 Governing Law, Dispute Resolution and Jurisdiction This Contract shall be governed by the laws of the PRC. Any dispute arising from the performance of this Contract shall be settled through consultation between the parties. If no settlement can be reached through such consultation, then an action may be brought before the People's Court in the jurisdiction in which the Creditor is located and settled through judicial procedures. 5 All costs incurred in connection with the litigation or arbitration, including, but not limited to, litigation fees, enforcement fees and attorney's fees, shall be born by the Guarantor, unless otherwise provided in the court's decision or the arbitration commission's award. Article 10 Effectiveness of This Contract This Contract shall become effective after it has been signed and sealed by the parties. This Contract shall be executed in two (2) original copies with the parties on the one hand and the Debtor on the other each holding one (1) copy, all of which shall have the same legal validity. Guarantor: Creditor: (Corporate Seal) (Corporate Seal) Baoding Tianwei Group Co., Ltd. Bank of China Limited, Baoding Yuhua Sub-branch Legal Representative/ Legal Representative/ Responsible Person: Responsible Person: /s/ Ding Qiang /s/ Zhang Minghua - ------------------------------------- ---------------------------------------- December 20, 2006 December 20, 2006 6 EX-10.18 39 h00847exv10w18.txt EX-10.18 PRODUCT SUPPLY CONTRACT EXHIBIT 10.18 [ENGLISH TRANSLATION] BAODING YITONGGUANGFU TECHNICAL CO., LTD. PRODUCT SUPPLY CONTRACT Party A (Seller): Baoding Yitongguangfu Technical Co., Ltd. Party B (Buyer): Baoding Tianwei Yingli New Energy Resources Co., Ltd. Contract No.: 200601 Dated: January 12, 2006 Upon friendly consultation, in accordance with the Contract Law of PRC, Party A and Party B enter into this Contract with respect to sale of the following products manufactured by Party A: I. Name, Trademark, Specification, Quantity, Price and Time of Delivery of the products:

Specification Unit Price Name (cm) Unit Quantity (RMB) Total Price ---- ------------- -------- -------------------- ---------- -------------------- Welding Strip 0.2 X 2 kilogram [INFORMATION MISSING 238 [INFORMATION MISSING IN THE ORIGINAL IN THE ORIGINAL DOCUMENT] DOCUMENT] Welding Strip 0.24 X 2.5 kilogram [INFORMATION MISSING 233 [INFORMATION MISSING IN THE ORIGINAL IN THE ORIGINAL DOCUMENT] DOCUMENT] Bus Bar 0.24 X 3.8 kilogram [INFORMATION MISSING 218 [INFORMATION MISSING IN THE ORIGINAL IN THE ORIGINAL DOCUMENT] DOCUMENT]

II. Place and Way of Delivery: warehouse of Party B III. Transportation and Arrival Station (port) and Bearing of Expenses: Party A shall take responsibility. IV. Package Standard and Reclamation of wrappers: welding strips shall be packed in paper boxes. Party B shall be responsible for collection and preservation of wrappers while Party A shall be responsible for reclamation of wrappers periodically. V. Modes of Payment: payment shall be made after the products pass the acceptance examination. VI. Settlement of Disputes Concerning Acceptance Examination of Products: In case that Party B raises any dispute concerning the quality during acceptance examination or application of technology after receiving products of Party A, after receiving such quality dispute from Party B, Party A shall immediately take relevant measures to settle such dispute promptly. VII. Breach of Contract: in case that the name, model, specification or quality of the products delivered by Party A is not as provided by this Contract and Party B agrees to use such products, the price shall be determined on the basis of quality. If Party B cannot use such 1 products, Party A shall be responsible for changing or repairing, as the case may be, and bear out-of-pocket expense paid for repairing, changing or returning. VIII. Settlement of Disputes under this Contract: Disputes arising from this Contract shall be resolved by friendly discussion between the Parties. IX. Miscellaneous: 1. Any party shall notify the other party existence of any force majeure event on a timely basis and such event shall be resolved through discussion between the Parties. 2. The weight of the products shall be consistent with weight measuring result inside Party A and detailed label shall be provided. In case that Party B finds any short-weight after receiving the products and such difference is beyond allowed reasonable range of +/-0.2%, the parties shall resolve this through discussion. 3. This Contract is executed with two originals, each of which shall be held by one party. The Contract shall be effective after the date when both parties sign and stamp on this Contract. The expiry date is ______________, _____ [INFORMATION MISSING IN THE ORIGINAL DOCUMENT]. 4. The Contract shall be effective after both parties sign and stamp on this Contract. Within the term of this Contract, unless both parties achieve mutual agreement or there is any other statute reason, any party may not amend or terminate this Contract. Any matter that is not provided in this Contract shall be supplemented upon mutual discussion of both parties. Such supplementary shall be of the same effect as this Contract. Party A Name: Baoding Yitongguangfu Technical Co., Ltd. Address: No. 25 Power Plant Road, High-tech District, Baoding Legal representative (representative): /s/ Ke Wang - ------------------------------- (corporate seal) Tel: 0312-3100590 Fax: 0312-3100590 Bank: Commercial and Industrial Bank of China, Guangji Road Branch Account: 0409001809249086627 Party B Name: Baoding Tianwei Yingli New Energy Resources Co., Ltd. Address: __________________________________________________ Legal representative (representative): /s/ Qing Chen - ------------------------------- (corporate seal) Tel: __________________________ Fax: __________________________ Bank: _________________________ Account: ______________________ 2 EX-10.19 40 h00847exv10w19.txt EX-10.19 SPORTS GROUND LAYING CONTRACT EXHIBIT 10.19 [ENGLISH TRANSLATION] SPORTS GROUND LAYING CONTRACT I. Parties to the Contract Party A: Baoding Tianwei Yingli New Energy Resources Co., Ltd. Party B: Baoding Yingli Municipal Public Facilities Company II. Specifications, Engineering Quantity and Price (to be calculated based on the actual area after the completion of construction)

Thickness Area Unit Price Total Price Project Name (mm) Color (m(2)) (Yuan/ m(2)) (Yuan) ------------ --------- ------------- ------ ------------ ----------- Polyurethane Plastic Basketball Court 8 Red and Green 608 135 82080 (Granular Resin Coat) Total [INFORMATION MISSING IN THE ORIGINAL DOCUMENT]

III. Project Schedule: Based on the situation of the foundation (whether suitable for plastic coat laying), _________ [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] will access the site, and complete the construction within twelve (12) effective calendar days (any day on which the work has been stopped as a result of rain, damp weather, noncompliant foundation shall be deemed as an ineffective calendar day). IV. Quality Requirements: The project shall be in compliance with the national standard GB/T14833-93 to allow standard sample acceptance, and the construction shall be carried out in strict compliance with the Construction Organization and Design Plan. V. Warranty Period The warranty service shall be made available with respect to the plastic sports ground under proper use free of charge for three (3) years after the completion of construction; in the event of any improper use or any other damage, the maintenance fees shall be collected at cost; and lifetime maintenance is available. 1 Party B shall be responsible for renovating the plastic coat in the event of any quality problems (except as caused by the foundation), such as fading or cracking. VI. Payment Terms 1. Upon execution of this contract, Party A shall pay 30% of the total project payment as down payment to Party B; Upon delivery of the materials to the construction site, Party A shall another 30% of the total project payment to Party B; Upon completion of laying of bottom plastic, Party A shall 20% of the total project payment to Party B; Upon completion of construction, Party A shall organize the acceptance and once the project has passed the acceptance test, Party A shall pay up the total project payment. (A quality assurance deposit equal to 5% of the total amount calculated based on the actual area after the completion of construction shall be retained and be paid in full at one time one (1) thereafter during which there shall have been no qualities problems). 2. Party A shall organize the acceptance within three (3) days after the completion of construction. The ground shall not be used prior to the acceptance, and the acceptance shall be deemed by Party B to have been completed in accordance with the quality requirements of Party A once the ground has been used. VII. Responsibilities and Duties of the Parties Party A: 1. To provide or confirm the construction drawings and the relevant materials relating to the site; and provide qualified foundation. 2. To provide water and electricity free of charge and facilitate the construction. 3. To organize the maintenance of construction site; and organize the acceptance of the project in a timely manner. Party B: 1. To ensure the construction progress as agreed in the contract. 2. To carry out the safe and civilized construction in accordance with the design and process requirements. 3. To implement a product return visit system and perform good after-sales work. VIII. Liability for Breach 1. Party A and Party B shall strictly implement this contract upon effectiveness thereof. Neither Party A nor Party B may terminate this contract at 2 its sole discretion; otherwise the terminating party shall pay 20% of the total contract price to the other party as compensation. 2. In the event that Party A fails to make any payment on the date provided herein, it shall pay 0.1% of the total contract price for each day on which such payment has been delayed to Party B as compensation. 3. In the event that Party B fails to complete construction according to the construction schedule, it shall pay 0.1% of the total contract price for each day on which such construction has been delayed to Party A as compensation. IX. Project Site: X. This contract shall be executed in two (2) original copies, and come into effect on the date on which this contract has been signed and sealed by Party A and Party B. XI. Anything not addressed herein shall be solved by Party A and Party B through consultation. Party A Party B Name (Seal): Name (Seal): Baoding Tianwei Yingli Baoding Yingli Municipal Public New Energy Resources Co., Ltd. Facilities Company Address: ____________________________ Address: 722 Cuiyuan Street, Baoding High-tech Industrial Development Zone Attorney-in-fact: Attorney-in-fact: /s/ Wang Junqing /s/ Di Limei - ------------------------------------- ---------------------------------------- Telephone: __________________________ Telephone: 0312-3118830 Bank: _______________________________ Bank: Baoding Jianhua Sub-branch, ADBC Bank Account: _______________________ Bank Account: 50-580101040005393 Date of Execution: May 15, 2006 3 PURCHASE ORDER CONTRACT BAODING YINGLI MUNICIPAL PUBLIC FACILITIES COMPANY Purchaser: Baoding Tianwei Yingli New Energy Resources Co., Ltd.

No. Description of Product Specification Quantity Unit Unit Price Amount Remarks --- --------------------------- ---------------- ------------------------ ------------ ---------- ------ ------- 01 Standard Basketball Stand 2 set 5400 10800 02 Plastic Net 85 m(2) 110 9350 03 Reflective Fence 12 piece 75 900 04 Warning Board 1 piece 480 480 RMB (in Words) Twenty One Thousand Five Hundred and Thirty Yuan Agreed Time of Delivery Prior to September 10, 2006 Proposal Payment Terms Payment shall be made upon arrival and acceptance of the goods. Note Warranty Period: One Year. Transportation Site Select Transportation Automobile [X], Train, Plane, Ship, Method Express Delivery Consignee Consignee' Telephone No. Notes: 1. This Contract shall be executed in two original copies with each of the purchaser and the supplier holding one copy thereof. 2. This contract shall come into effect once signed and sealed by the parties, and shall be terminated upon completion of implementation thereof and after the goods have been delivered and the payment has been made. 3. Invoice VAT Invoice 4. Representative of Purchaser /s/ Wang Junqing Representative of Seller /s/ Di Limei ---------------- ------------ 5. Telephone Cell Phone 6. Address Address 3055 Fuxing Zhong Road, High-tech Industrial Development Zone

Contract Execution Date: September 8, 2006 Baoding Yingli Municipal Public Facilities Company (Corporate Seal) Company's Telephone: 0312-3118830 3394340 Bank: Jianhua Sub-branch, Agricultural Development Bank of China (ADBC) Bank Account: 50-580101040005393 4 PURCHASE ORDER CONTRACT BAODING YINGLI MUNICIPAL PUBLIC FACILITIES COMPANY Purchaser: Baoding Tianwei Yingli New Energy Resources Co., Ltd.

No. Description of Product Specification Quantity Unit Unit Price Amount Remarks --- --------------------------- ---------------- ------------------------ ------------ ---------- ------ ------- 01 Court Lamp 10m 4 set 9600 38400 (Each lamp has 6 projecting lamps (Philips) for standard court with galvanized and plastic sprayed lamp posts. The construction cost is included.) RMB (in Words) Thirty Eight Thousand and Four Hundred Yuan Agreed Time of Delivery 2006 Proposal Payment Terms Payment shall be made upon arrival and acceptance of the goods. Note Warranty Period: One Year. Transportation Site Select Transportation Automobile [X], Train, Plane, Ship, Method Express Delivery Consignee Consignee' Telephone No. Notes: 1. This Contract shall be executed in two original copies with each of the purchaser and the supplier holding one copy thereof. 2. This contract shall come into effect once signed and sealed by the parties, and shall be terminated upon completion of implementation thereof and after the goods have been delivered and the payment has been made. 3. Invoice VAT Invoice 4. Representative of Purchaser /s/ Wang Junqing Representative of Seller /s/ Di Limei ---------------- ------------ 5. Telephone Cell Phone 13582228891 6. Address Address 3055 Fuxing Zhong Road, High-tech Industrial Development Zone

Contract Execution Date: Baoding Yingli Municipal Public Facilities Company (Corporate Seal) Company's Telephone: 0312-3118830 3394340 Bank: Jianhua Sub-branch, Agricultural Development Bank of China (ADBC) Bank Account: 50-580101040005393 5 EX-10.20 41 h00847exv10w20.txt EX-10.20 BAODING YINGLI PUBLIC FACILITIES COMPANY CONTRACT EXHIBIT 10.20 [ENGLISH TRANSLATION] BAODING YINGLI MUNICIPAL PUBLIC FACILITIES COMPANY CONTRACT Supplier: Baoding Yingli Municipal Public Facilities Company Purchaser: Baoding Tianwei Yingli New Energy Resources Co., Ltd. Contract No.: YL20060526-1 Execution Date: May 26, 2006 The purchaser and the supplier hereby agree through consultation that the purchaser shall place an order with the supplier for the products set forth below and the parties shall enter into this contract for compliance with the following terms:

Unit Price Amount Description Specification (Length x Height) Unit (Yuan) (Yuan) - ------------- ------------------------------- ----- ------ ------ 06JZH - A05 16 m x 1.6 m m 2150 34400 Head gear drive piece 5000 5000 Trail made of steel channel and fixed with steel angle Total Amount: Thirty Nine Thousand and Four Hundred Yuan (in Words) (RMB39,400)

Notes: The product shall be warranted for one (1) year and maintained for lifetime, except for man-made and natural disasters. I. Use of the Product: The product purchased by the purchaser shall be used for the gate of the company. II. The purchaser shall pay 30% of the payment for goods upon execution of this contract and the outstanding amount within three (3) days after acceptance, and make full payment of 5% quality assurance deposit within one (1) year. The final settlement shall be made based on the actual length of the trails. III. The supplier shall arrange the production after receiving the payment for goods. The supplier shall be responsible for the installation of the trails; provided however, that the purchaser shall notify the purchaser before May ___ [INFORMATION MISSING IN THE ORIGINAL DOCUMENT], 2006. In addition, the purchaser shall be responsible for the concrete and civil construction work necessary for the installation. In the event of any renovation of the project, the purchaser shall reserve place for or dig the duct as required, and carry out the second grouting upon completion of the installation by the supplier. The supplier shall finish the installation of the gate body within fifteen (15) days upon installation of trails. The purchaser shall conduct the acceptance test for the product within five (5) 1 days after the installation thereof. The products shall be deemed to have been accepted if such acceptance test is not conducted during such period. No products shall be used before acceptance. In the event that any product fails to pass the acceptance test, the purchaser shall have the right to require the supplier to reconstruct. IV. Detailed Address for Installation: Yingli Construction Site, Baoding High-tech Industrial Development Zone; Transportation Fee: __/__ [INFORMATION MISSINIG IN THE ORIGINAL DOCUMENT] Yuan, to be paid by the Supplier. V. Upon execution of this contract, the purchaser shall be responsible for the following preparation work: 1. To make available 220V power (1000W) required by the laying of products, and to connect the pipeline to the place where the product is installed; 2. To make available 380V power (7500W) required for the installation and construction free of charge; 3. The purchaser shall designate the place for product installation and send personnel to the construction site to guide the installation at all times. 4. To make available the rain-proof and moisture-proof location for placing the switches; 5. If there is any civil construction work, it shall be completed at least seven (7) days earlier. If it is necessary to delegate such responsibility to the supplier, the supplier shall collect the relevant fees in accordance with the rules of the company. IV. Payment Terms: 1. In the event that any unit in Baoding makes any payment by check for transfer, the name of such unit shall be filled in correctly for the issuance of the check; otherwise, the purchaser shall be liable for any loss of the payment for goods as if the supplier had not received such payment. Bank: Baoding Jianhua Sub-branch, ADBC Bank Account: 50-580101040005393 Account Name: Baoding Yingli Municipal Public Facilities Company 2 2. In the event of any payment in cash by the purchaser, the payment may only be made against presentation by the payee of "receipt for cash payment" issued by the financial staff of the supplier. 3. Any payment of contract price from any other place (outside Baoding) shall be made by bank wire transfer or bank draft to an account designated by the supplier. VIII. The supplier may produce advertisement head-box for the purchaser; provided, however, that the purchaser shall provide a sample in writing in advance, otherwise, the supplier will use its own advertisement content. IX. Liability for Breach: The supplier shall pay liquidated damages equal to / % of the amount payable as a result of its delay in delivery or payment for no cause. X. Dispute Resolution: Any dispute arising from the performance hereof shall be resolved through consultation. If no settlement can be reached, any party may refer such dispute to the People's Court of Baoding North City Area. XI. Supplemental Provisions: Display Screen Content: Yingli Solar Power Generation, Environmental Clean Energy. Display Date and Time. XII. This contract shall be executed in two (2) original copies with each party holding one (1) copy. This contract shall come into effect on May ___ [INFORMATION MISSING IN THE ORIGINAL DOCUMENT], 2006. Purchaser: Supplier: Name (Corporate Seal): Name (Corporate Seal): Baoding Tianwei Yingli New Energy Baoding Yingli Municipal Public Resources Co., Ltd. Facilities Company Telephone: ____________________ Telephone: 0312-3118830 By (Representative): By (Representative): /s/ Zhou Jinyan /s/ Di Limei - ------------------------------------- ---------------------------------------- Date of Execution: May 26, 2006 3 EX-10.21 42 h00847exv10w21.txt EX-10.21 PURCHASE AND SALE CONTRACT EXHIBIT 10.21 [ENGLISH TRANSLATION] PURCHASE AND SALE CONTRACT Party A: Baoding Tianwei Yingli New Energy Resources Co., Ltd. Contract No.: YLFL060906 Party B: Baoding Tianwei Fu Le Metal Accessories Co., Ltd. Place of Execution: Baoding After friendly discussions, in accordance with the Contract Law of People's Republic of China, Party A and Party B hereby enter into this contract (this "Contract") with respect to the purchase and sale of aluminum alloy profile. Project Name: Solar Cell Frame Planned Consumption: 50 tons I. Product Specification, Volume, Unit Price and Total Price:

Name Specification Surface Treatment Unit Price Remarks ---- ------------- ----------------------- ------------------ ---------------- Aluminum Alloy Q128 Silver White Aluminum Ingot This price Profile (cut-to-length Price+6500Yuan/ton includes the 17% processing) VAT tax and transportation fees. Aluminum Alloy Q127 Silver White Aluminum Ingot Profile (cut-to-length Price+6500Yuan/ton processing) Aluminum Alloy Q126 Silver White Aluminum Ingot Profile (cut-to-length Price+6500Yuan/ton processing) Aluminum Alloy Q110 Material (cut-to-length Aluminum Ingot Profile processing) Price+5500Yuan/ton

Notes: 1. Subject to the actual delivery date, the aluminum ingot price shall be calculated based on the average settlement price for aluminum ingot of Shanghai Metal Exchange for the preceding month. 2. The final production order shall be subject to the valid material list submitted by Party A in writing. 3. The manufacturing fees for molds newly made by Party B as entrusted by Party A shall be verified and collected in accordance with Party B's relevant provisions. II. Technical Requirements and Acceptance Criteria: 1. Alloy Brand No.: 6005T5; (as required by Party A). 2. Acceptance Criteria: High-Grade Precision National Standard GB/T5237-2000 shall be implemented. 1 3. The surface treatment of the silver white materials shall require sand-blasting oxidation, and the oxidation film shall be 20um thick. 4. With respect to the profile that has not passed the acceptance test, Party A shall give a notice to Party B within seven (7) days after the receipt of such goods, either by telephone or in writing, and Party B shall give its reply within two (2) working days. With respect to the unqualified profile, Party B shall make the replenishment and shipment within seven (7) working days. III. Time of Delivery: 1. Production Cycle: 7-10 days for newly-made molds, 10-15 for materials and 15-20 for silver white. 2. The delivery shall be made promptly in accordance with the time of delivery set forth in the purchase order as required by Party A. No delay is allowed. In the event of any shipment that cannot be made in a timely manner, Party A shall be notified three (3) days in advance. IV. Packaging and Transportation: 1. Party B shall carry out the packaging according to Party A's requirements, and no packages shall be returned. 2. Party B shall be responsible for the transportation of the goods to Party A's factories. V. Settlement Method: 1. Terms of Payment: Check or Wire Transfer. 2. The final quantity settled shall be subject to the order quantity set forth in the actual purchase order of Party A. 3. Party B shall provide the shipping list, product quality warranty certificate and official invoice along with each shipment. VI. Liability for Breach 1. Any matter in connection with liability for breach shall be settled through friendly consultation between the parties within the effective term hereof. 2. If no settlement can be reached, such matter shall be implemented pursuant to Contract Law of People's Republic of China. 2 VII. Exhibits: 1. Anything not addressed herein shall be solved by the parties through friendly consultation. Any supplemental terms confirmed by the parties through consultation shall be a valid exhibit to this Contract. 2. This Contract contains two pages, and shall come into effect after it is signed and sealed by the parties with an effective term of three (3) Months commencing on October 10, 2006 and ending on January 10, 2007. Party A Baoding Tianwei Yingli New Energy Party B Baoding Tianwei Fu Le Metal Resources Co., Ltd. (Seal) Accessories Co., Ltd. (Seal) Legal Representative: Legal Representative: Attorney-in-fact: /s/ Li Honggang Attorney-in-fact: /s/ Sun Zhenhai ----------------------------------- ---------------------------- Telephone: 0312-8929867 Telephone: 13930266156 Fax: 0312-8929800 Fax: 0312-3060653 Bank: Baoding Branch Business Department, Bank: ICBC Bank Account: 0409003809221002578-063 Bank Account: Tax No.: 130600700921062 Tax No.: 3 EX-10.22 43 h00847exv10w22.txt EX-10.22 PURCHASE AND SALE CONTRACT EXHIBIT 10.22 [ENGLISH TRANSLATION] PURCHASE AND SALE CONTRACT Party A: Baoding Tianwei Yingli New Energy Resources Co., Ltd. Contract No.: YLFX20070305 Party B: Baoding Tianwei Fu Xing Aluminum Co., Ltd. Place of Execution: Baoding After friendly discussions, in accordance with the Contract Law of People's Republic of China, Party A and Party B hereby enter into this contract (this "Contract") with respect to the purchase and sale of aluminum alloy profile. Project Name: Solar Cell Frame Planned Consumption: 50 tons I. Product Specification, Volume, Unit Price and Total Price:

Name Specification Surface Treatment Unit Price Remarks ---- ------------- ---------------------- ------------------ ---------------- Aluminum Alloy Q128 Silver White (finished Aluminum Ingot This price Profile products processing) Price+6500Yuan/ton includes the 17% VAT tax and transportation fees. Aluminum Alloy Q127 Silver White (finished Aluminum Ingot Profile products processing) Price+6500Yuan/ton Aluminum Alloy Q126 Silver White (finished Aluminum Ingot Profile products processing) Price+6500Yuan/ton Aluminum Alloy Q110 Material Aluminum Ingot Profile Price+5500Yuan/ton

Notes: 1. Subject to the actual delivery date, the aluminum ingot price shall be calculated based on the average settlement price for aluminum ingot of Shanghai Metal Exchange for the preceding month. 2. The final production order shall be subject to the valid material list submitted by Party A in writing. 3. The manufacturing fees for molds newly made by Party B as entrusted by Party A shall be verified and collected in accordance with Party B's relevant provisions. II. Technical Requirements and Acceptance Criteria: 1. Alloy Brand No.: 6005T5; (as required by Party A). 2. Acceptance Criteria: High-Grade Precision National Standard GB/T5237-2000 shall be implemented. 1 3. The surface treatment of the silver white materials shall require sand-blasting oxidation, and the oxidation film shall be 20um thick. 4. With respect to the profile that has not passed the acceptance test, Party A shall give a notice to Party B within seven (7) days after the receipt of such goods, either by telephone or in writing, and Party B shall give its reply within two (2) working days. With respect to the unqualified profile, Party B shall make the replenishment and shipment within seven (7) working days. III. Time of Delivery: 1. Production Cycle: 7-10 days for newly-made molds, 10-15 for materials and 15-20 for silver white. 2. The delivery shall be made promptly in accordance with the time of delivery set forth in the purchase order as required by Party A. No delay is allowed. In the event of any shipment that cannot be made in a timely manner, Party A shall be notified three (3) days in advance. IV. Packaging and Transportation: 1. Party B shall carry out the packaging according to Party A's requirements, and no packages shall be returned. 2. Party B shall be responsible for the transportation of the goods to Party A's factories. V. Settlement Method: 1. Terms of Payment: Check or Wire Transfer. 2. The final quantity settled shall be subject to the order quantity set forth in the actual purchase order of Party A. 3. Party B shall provide the shipping list, product quality warranty certificate and official invoice along with each shipment. VI. Liability for Breach 1. Any matter in connection with liability for breach shall be settled through friendly consultation between the parties within the effective term hereof. 2. If no settlement can be reached, such matter shall be implemented pursuant to Contract Law of People's Republic of China. 2 VII. Exhibits: 1. Anything not addressed herein shall be solved by the parties through friendly consultation. Any supplemental terms confirmed by the parties through consultation shall be a valid exhibit to this Contract. The price for the finished products is attached hereto as an exhibit. 2. This Contract contains two pages, and shall come into effect after it is signed and sealed by the parties with an effective term of one (1) year. Party A Baoding Tianwei Yingli New Energy Party B Baoding Tianwei Fu Xing Aluminum Resources Co., Ltd. (Seal) Co., Ltd. (Seal) Legal Representative: Legal Representative: Attorney-in-fact: /s/ Bian Yunna Attorney-in-fact: /s/ Li Baoming ----------------------------------- --------------------------------- Telephone: 0312-8929867 Telephone: 13930266156 Fax: 0312-8929800 Fax: Bank: Baoding Branch Business Department, Bank: Baoding Chaoyang Sub-branch, ICBC ICBC Bank Account: 0409003809221002578-063 Bank Account: 0409003809221002578-096 Tax No.: 130600700921062 Tax No.: 130603798435993 3 EX-10.23 44 h00847exv10w23.txt EX-10.23 SUPPLY CONTRACT EXHIBIT 10.23 [ENGLISH TRANSLATION] SUPPLY CONTRACT Party A: Baoding Tianwei Yingli New Energy Resources Co., Ltd. Party B: Baoding Maike Green Food Co., Ltd. Contract No.: YLXF060117 Dated: 2006-1-17 In accordance with Contract Law of People's Republic of China, Party A and Party B achieve agreement upon the following provisions concerning packing boxes: 1. Name, Specification and Unit Price of Products

Name Specification Unit Price Other - ---- ------------- ------------ ---------------------- Packing box 1310*990 RMB17.3/unit Packing boxes in other size may be supplied according to Party A's requirement. Packing box 1580*808 RMB17.4/unit Packing box Other size Total Above prices include 17% value added tax.

Note: Total price shall be determined based on actual quantity ordered by Party A. 2. Quality requirements Glossy surface without grime; regular and clear words printed thereon; even thickness; high rigidity. 3. Method and Time of Delivery Party B shall manufacture products on a timely basis according to demand of Party A, arrange shipment within 2 days and transport such products to the factory of Party A. 4. Method of Clearing The total price shall be fixed based on actual quantity ordered by Party A. Before the 25th day of each month, after Party B shall send formal invoices to Party A, Party A shall pay the price for the products by wire transfer or check to account specified by Party B. 5. Breach of Contract 1 In enforcement of this Contract, any loss caused by Party B's failure to satisfy Party A's requirement shall be born by Party B. Any dispute arising between both parties shall be settled through discussion. In case of failure to discuss, such dispute shall be settled by the court in jurisdiction where the Contract is signed, decision of which shall be final. 6. This Contract is signed with two originals each of which is held by one party. This Contract is effective upon signing and stamping by both parties. The facsimile shall have the same legal effect. 7. Other matter that is not involved in this Contract shall be settled through discussion between both parties. Party B: Baoding Tianwei Yingli New Energy Resources Co., Ltd. Legal representative: Representative: /s/ Weichao Sun ----------------------------- Tel: 0312-8929866 Fax: 0312-8929800 Bank: Baoding Branch of Commercial and Industrial Bank of China Account: 0409003809221002578-063 Taxation No.: 130600700921062 Date: 2006-1-17 Party A: Baoding Maike Green Food Co., Ltd. Legal representative: Representative: (corporate seal affixed) Tel: 83360939 Fax: 0312-8335090 Bank: County Branch of Agricultural Bank of China Account: 555101040002433 Taxation No: 130637721634345 Date: 2006-1-17 2 EX-10.24 45 h00847exv10w24.txt EX-10.24 AGREEMENT DATED MAY 17,2006 EXHIBIT 10.24 [English Translation] AGREEMENT Contract No.: FOTIC (Tianwei Yingli) 2006-Q062001001 Party A: Baoding Tianwei Yingli New Energy Resources Co., Ltd. Address: No.3055, Fuxing Zhong Road, Baoding 071051 Legal representative: DING Qiang Telephone: 0312-310053 Fax: 0321-3151881 Contact Person: LIU Conghui Party B: China Foreign Economic and Trade Trust & Investment Co., Ltd. Address: Suite 808, Sinochem Building, No.2 Fu Xing Men Wai Avenue, Beijing 100045 Legal representative: FENG Zhibin Telephone: 010-88078808 Fax: 010-88078841 Contact Person: XU Ying WHEREAS, Party A is in the process of pre-listing private placement financing with international investors, and plans a public offering and overseas listing of itself or a company invested by itself as the primary investor (the "Listing Vehicle"). The parties hereby enter into this agreement through consultation and adhere to it: Article 1 Party B shall extend a loan to Party A in the form of trust loan. Article 2 The amount of the loan principal under this agreement shall be RMB Eighty Five Million Six Hundred Thirty Five Thousand Yuan. The actual amount of the loan principal and the drawdown date shall be in accordance with the Bill of Loan. Article 3 Term of the loan: the term of the loan under this agreement shall be one year, from May 18th, 2006 to May 17th, 2007. Article 4 Share Conversion, Loan Interest and Method of Repayment 1. If Party A completes equity financing within the term set forth in Article 3 of this Agreement, subject to all necessary approvals from the Chinese governmental authorities, Party B is entitled to convert 100% of the loan principal into the shares of the Listing Vehicle at the conversion price same as the subscription price adopted by the international investors in the prevailing private placement financing. The share conversion shall be conducted differently in each of the following two 1 situations: (1) If Party A gets listed in an overseas market in the form of N shares, the loan principal shall be directly converted into the shares of Party A held by Party B directly. Party A undertakes to assist Party B in the relevant amendment company registration and record Party B on the shareholders register of Party A after the conversion. (2) If Party A gets listed in an overseas market in the form of red-hip shares, and Party B can't hold shares in foreign companies due to foreign exchange capital control, Party B shall designate an overseas institute to hold the shares of the Listing Vehicle. Party A shall be responsible for raising foreign funds needed for overseas share conversion, which shall be equivalent to the loan principal (the foreign exchange rate shall be the closing rate at the foreign exchange market the day before the share subscription). Party A shall procure that other shareholders of the Listing Vehicle consent to and acknowledge the share conversion. 2. If the Listing Vehicle does not complete the equity financing within the term set forth in Article 3, Party B has the right to require Party A to repay the principal and the interests, at the rate of 8% per year, in one lump sum within five(5) working days after the maturity date of the loan. Considering the equity financing progress of Party A or the Listing Vehicle, the parties may agree through consultation to extend the term of the loan. During the extension period, Party B's right of share conversion shall be in accordance with Section 1 of Article 4 hereof. Article 5 Party A promises to retain intermediaries necessary for oversea listing, including overseas investment banks, overseas counsels, Chinese counsels and audit firm before May 20, 2005, and officially kick off the work on May 25, 2005. Party A undertakes to use its best efforts to complete the oversea listing by the end of 2006, and agrees to, if required by Party B, provide Party B with timely and accurate information regarding the listing of Party A or the Listing Vehicle. Article 6 This agreement shall become effective after the legal representatives or authorized representatives of the parties have signed the agreement and affixed the official seals of the parties hereon. Article 7 Any disputes shall be first settled through consultation between the parties. Should the consultation fail, such disputes shall be submitted to arbitration where Party B is located. Article 8 This agreement shall be executed in four (4) originals, with each party holding two (2), which shall have equal legal effect. (Signatures to Follow) 2 Party A Legal representative (or authorized proxy): /s/ Qiang Ding ------------------------------------ (Company Seal) Party B Legal representative (or authorized proxy): /s/ Xiaokang Zhang ------------------------------------ (Company Seal) 3 EX-10.25 46 h00847exv10w25.txt EX-10.25 REPAYMENT AGREEMENT EXHIBIT 10.25 [English Translation] Repayment Agreement This Repayment Agreement (this "Agreement") is entered into by and among the following parties: Party A: Baoding Tianwei Yingli New Energy Resources Co., Ltd. Address: No. 3055, Fuxing Zhong Road, Baoding 071051 Legal representative: DING Qiang Contact Person: LIU Conghui Telephone: 0312-310053 Fax: 0321-3151881 Party B: China Foreign Economic and Trade Trust & Investment Co., Ltd. Address: Suite 808, Sinochem Building, No.2 Fuxing Men Wai Avenue, Beijing 100045 Legal representative: FENG Zhibin Contact Person: ZHANG Kun Telephone: 010-88078808 Fax: 010-88078841 Party C: Yingli Green Energy Holding Company Limited Correspondence Address: No.3055, Fuxing Zhong Road, Baoding 071051 Contact Person: LIU Conghui Telephone: 0312-310053 Fax: 0321-3151881 Party D: China Sunshine Investment Co., Ltd. Correspondence Address: International Investment Tower, No. 7 Fu Cheng Men Wai Avenue, Beijing Contact Person: YANG Jiangquan Telephone: 010- 68095008 Fax: 010-68095032 WHEREARES, Party A and Party B signed the "(Loan) Agreement" [contract series #: FOTIC (Tianwei Yingli) 2006--Q062001001] (hereinafter called "Loan Agreement"), by which Party B extended to Party A a loan with the principal amount of RMB Eighty Five Million Six Hundred Thirty Five Thousand Yuan (hereinafter called "Loan") on May 18, 2006. WHEREARES, through friendly consultation, Party A and Party B agree that Party A may prepay the Loan on or before December 31, 2006. 1 WHEREARES, as Party A's shareholder, Party C agrees to grant Party D a warrant in relation to Party C's ordinary shares, by which Party D has the right to purchase Party C's ordinary shares. NOW, THEREFORE, adhering to the principles of equality and mutual benefit, the Parties to this Agreement hereby agree as follows: Article 1 Party A shall repay to Party B on or before December 31, 2006 the principal of the Loan at the amount of RMB Eighty Five Million Six Hundred Thirty Five Thousand Yuan, and the interests of the Loan at the amount of RMB One Million Three Hundred Nineteen Thousand Eight Hundred and Ten Yuan (assuming that the repayment occurs on December 31, 2006 and there are 360 days in a calendar year; in case Party A makes the repayment before December 31, 2006, the interests shall be adjusted downwards according to the actual calendar days). The total amount of the repayment shall be RMB Eighty Nine Million Nine Hundred Fifty Four Thousand Eight Hundred and Ten Yuan. If Party A fails to make the repayment in accordance with the above provision on December 31, 2006, a penalty of 0.05% of the outstanding amount shall be paid by Party A to Party B per overdue day. Article 2 On the day that this Agreement is executed, Party C shall grant to Party D a Warrant substantially in the form and substance attached hereto as Appendix A (the "Warrant"), by which Party D shall be entitled to purchase Party C's ordinary shares within forty five days after Party A has made repayment in accordance with Article 1 of this Agreement. Article 3 Party C acknowledges that Party B and/or Party D have provided Party C with relevant documents of Party D ("relevant documents"), and there is no need for Party D to provide Party C for the granting of the Warrant with any documents other than those listed in this Article. For the purpose of this Agreement, the "relevant documents" shall refer to: (1) the certificate of incorporation of Party D or any other documents evidencing the legal organization of the overseas company; (2) The shareholder registration certificate of Party D or other documents evidencing the identity of the shareholders of the overseas company; (3) The share certificates of Party D; (4) The personal identity certification documents of Party D's shareholders, directors and senior management; and (5) A statement signed by Party D substantially in the form and substance attached hereto as Appendix B. Notwithstanding the above provisions, Party B and Party D acknowledge that 2 when Party D exercises its subscription rights in accordance with the Warrant, if the fund for the share purchase is from a third party company, Party D shall provide Party C with the following documents in order to prove the legality of such fund: (1) The certificate of incorporation of such third party company; (2) a list of directors and officers of such third party company; (3) a list of shareholders holding more than 10% shares in such third party company, and their personal identity certification documents; (4) a brief description of the business of such third party company and the audited financial reports of its latest fiscal year; and (5) the contractual documents evidencing the relationship between Party D and such third party company in respect of such fund (i.e. a loan agreement or an entrusted payment notice). If Party D's fund is from other sources, then in order to prove the legality of such fund, Party D shall provide Party C with relevant evidencing documents to the satisfaction of Party C. Article 4. Party B and Party D shall jointly guarantee that Party D's purchase of Party C's ordinary shares is in compliance with the provisions of any applicable laws and regulations. Article 5. This agreement shall become effective after it is executed by the authorized representatives of the Parties hereto. Party A and Party B explicitly agree that the Loan Agreement shall be terminated on the day when this Agreement becomes effective. Article 6 In case there are any discrepancies between this Agreement and the Loan Agreement, this Agreement shall prevail. Article 7 This Agreement shall be governed by the laws of the PRC. Any disputes arising out or in connection with this Agreement shall be resolved by the Parties hereto through consultation. In the event that a settlement cannot be reached through consultation, any Party may submit such disputes to China International Economic and Trade Arbitration Commission for arbitration in Beijing in accordance with its then effective arbitration rules. The arbitral award shall be final and binding upon the Parties. Article 8 This Agreement shall be executed in four originals, with each party holding one of them, and they shall have the equal legal effect. (Signature Page to Follow) 3 IN WITNESS WHEREOF, the following Parties have caused this Agreement to be executed as of the date first written above: Baoding Tianwei Yingli New Energy China Foreign Economic and Trade Resources Co., Ltd. Trust & Investment Co., Ltd. (corporate seal) (corporate seal) /s/ Liansheng Miao /s/ Mingde Zhang - ------------------------------------- ---------------------------------------- Legal Representative: Legal Representative: (or authorized proxy) (or authorized proxy) Party C: Yingli Green Energy Holding Company Limited (corporate seal) Authorized Representative: /s/ Liansheng Miao ------------------------------------- Party D: China Sunshine Investment Co., Ltd. (corporate seal) Authorized Representative: /s/ Jiangquan Yang ------------------------------------- 4 Appendix A Form of the Warrant (provided separately) 5 Attachment B Form of the Statement Statement Baoding Tianwei Yingli New Energy Resources Co., Ltd.: For the purpose of subscription of the shares issued overseas by Yingli Green Energy Holding Company Limited ("Yingli Cayman"), the foreign shareholder of your company, we hereby represent and warrant as follows: 1. We are a limited liability company duly organized and existing under the laws of British Virgin Islands; 2. Our subscription of the shares issued overseas by Yingli Cayman will not conflict with our Articles of Association and any uncompleted commitments or obligations of contractual or other nature, or any laws, regulations, statutes or government orders that bind upon us; 3. There is no direct or indirect affiliation or controlling relationship between us and China Foreign Economic and Trade Trust & Investment Co., Ltd ("FOTIC"), or the entrusted party and beneficiary that provided loans to your company through FOTIC. For the purpose of this term, "affiliation or controlling relationship" shall refer to the "controlling" relationship defined in Article 1 of the "Notice of the State Administration of Foreign Exchange on Issues Regarding Foreign Exchange Administration in Financing and Returning Investment by Domestic Residents through Overseas Special Purpose Enterprises" (Huifa [2005] No.75). If the foregoing representations and warranties made by us are proved in any material respects to be incorrect, incomplete, misleading, or inaccurate, we will indemnify any and all losses that might be incurred thereof to your company and Yingli Cayman. The Statement is hereby made. ---------------------------------------- Luo Ming On behalf of China Sunshine Investment Co., Ltd. 6 EX-10.26 47 h00847exv10w26.txt EX-10.26 SOLAR POWER PHOTOVOLTAIC MODULES SUPPLY CONTRACT EXHIBIT 10.26 TRANSLATION SOLAR POWER PHOTOVOLTAIC MODULES SUPPLY CONTRACT between BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. and UNITEC EUROPA, S.A. February 26, 2007 Feb. 26, 2007, In Pamplona Executing Representatives Mr. Miao Liansheng, on one hand, adult, Passport No. G14218477, the president of Tianwei Yingli New Energy Resources Co., Ltd. (hereinafter referred to as "Yingli") which has its registered address at No. 3055 Middle Fuxing Road, Baoding, Hebei Province, PRC, has such rights and capacity to be the representative of Yingli under the name of such registered company; Mr. Mao Ching Fu Lee, on the other hand, adult, ID No. 44.616.802-E, the sole manager of the Unitec Europa, S.A. (hereinafter "Unitec Europa") (located in Plaza Ramon y Cajal, 1-Bajo, Pamplona and registered in Navarra, Page No. 1 NA-16944, Volume 830, Taxation no. A-31/710783) has such rights and capacity to be the representative of Unitec Europa under the name of such registered company. Both parties recognize that the representatives have sufficient capacity to execute and implement this Contract. Recitals Whereas, 1. "Yingli" is a new energy resources company seeking to develop and produce solar power photovoltaic or PV modules and PV application systems; 2. "Unitec Europa" is a company engaging in coordination, procurement and sale of raw materials and spare parts of solar power generating equipments; and 3. "Unitec Europa" desires to market "Solar Power Photovoltaic Module Products" (hereinafter the "Products") of "Yingli". Therefore, the Parties achieve agreement on terms and provisions of supply as follows: Provisions I. Goal The goal of this Supply Contract is that "Yingli" shall supply 20 megawatts Model YL 170(23)P solar power modules or modules with higher power output (hereinafter the "Products"). The "Products" shall satisfy such specifications as specified in Exhibit I of this 1 Contract and the error shall be limited within +/- 3% of output power of each solar power module. All modules shall be equipped with positive and negative lead wires of 120-centimeter length which are available for quick connection. II. Time and Conditions of Delivery 2.1. Time of Delivery Commencing on March 1, 2007 and ending on November 30, 2007, "Yingli" shall supply to "Unitec Europa" the "Products" in accordance with terms and provisions of this Contract and deliver the Products according to the following schedule:

- --------------------------- --------------------------- ----------------------- Month Wattage in total % deliverd - --------------------------- --------------------------- ----------------------- January - - - --------------------------- --------------------------- ----------------------- February - - - --------------------------- --------------------------- ----------------------- March 1,000,000 5% - --------------------------- --------------------------- ----------------------- April 1,000,000 5% - --------------------------- --------------------------- ----------------------- May 2,000,000 10% - --------------------------- --------------------------- ----------------------- June 3,000,000 15% - --------------------------- --------------------------- ----------------------- July 3,000,000 15% - --------------------------- --------------------------- ----------------------- August 3,000,000 15% - --------------------------- --------------------------- ----------------------- September 3,000,000 15% - --------------------------- --------------------------- ----------------------- October 2,000,000 10% - --------------------------- --------------------------- ----------------------- November 2,000,000 10% - --------------------------- --------------------------- ----------------------- December - - - --------------------------- --------------------------- ----------------------- Total 20,000,000 100% - --------------------------- --------------------------- -----------------------

2.2. Conditions of Delivery At the time of delivery, the following conditions shall be satisfied for delivery: (i) Package Each module shall be distinguished by a serial number on the bar code and numbers on its back and sides; Each panel shall have ten (10) modules and can be mounted in three (3) layers. Each panel shall have a serial number for distinguishing; Panels of three levels of power output shall be used for delivery of modules. Numbers shall be labeled on the panels by a large piece of adhesive paper which shall be affixed to a apparent and distinguishable place; and 2 The modules shall be packed in accordance with the following standards: 25% modules supplied by the supplier shall meet class I power output; 50% class II power output; and 25% class III power put. The specific classifications of power output will be agreed upon by the parties before the first batch of PV module has been completed. (ii) Delivery The point of delivery shall be the Port of Bilbao, Spain. Delivery shall not be deemed to be complete until the power curve for all modules supplied has been received at the same time of delivery. III. Price and Payment 3.1. Price The price for a single module supplied is two point eight three Euro per watt (EURO2.83/w) exclusive of value-added tax or VAT. The Price in total is fifty six million six hundred thousand E (EURO56,600,000) exclusive of value-added tax. This price is fixed and not subject to renegotiation. When paid, this price may increase as legitimate and valid VAT increases. 3.2. Payment The price agreed shall be paid by ninety-day promissory notes or P.N. Such notes shall be issued in accordance with the following schedule based on invoices:

- ------------------------------------ --------------------------- ---------------------------------------- Date of Invoices/ P.N. Expiry Date of P.N. % delivered (including 16% VAT) - ------------------------------------ --------------------------- ---------------------------------------- 07/02/07 07/05/07 EURO 3,282,800.00 - ------------------------------------ --------------------------- ---------------------------------------- 07/02/07 07/05/07 EURO 3,282,800.00 - ------------------------------------ --------------------------- ---------------------------------------- 07/03/07 07/06/07 EURO 6,565,600.00 - ------------------------------------ --------------------------- ---------------------------------------- 31/03/07 31/06/07 EURO 9,848,400.00 - ------------------------------------ --------------------------- ---------------------------------------- 30/04/07 30/07/07 EURO 9,848,400.00 - ------------------------------------ --------------------------- ---------------------------------------- 31/05/07 31/08/07 EURO 9,848,400.00 - ------------------------------------ --------------------------- ---------------------------------------- 30/06/07 30/09/07 EURO 9,848,400.00 - ------------------------------------ --------------------------- ---------------------------------------- 31/07/07 31/10/07 EURO 6,565,600.00 - ------------------------------------ --------------------------- ---------------------------------------- 31/08/07 30/11/07 EURO 6,565,600.00 - ------------------------------------ --------------------------- ---------------------------------------- Total EURO 65,656,000.00 - ------------------------------------ --------------------------- ----------------------------------------

3 All invoices shall include respective VAT. IV. Warranty of Products "Yingli" guarantees that the Products supplied satisfy specification requirements as provided in Exhibit I, and provides warranty as provided in Exhibit II. Such warranty shall supersede any separate, explicit or implicit warranty, including (without limitation) any commercial or other warranty. Such commercial or other warranty, if any, is not the scope of warranty provided hereunder. V. Term of the Contract This Contract shall be effective upon execution by both parties and remain effective until completion of delivery of all Products. "Yingli" guarantees to complete delivery before November 30, 2007. This Contract may be renewed by both parties in writing subject to written agreement between both parties and without violation of this Article V. VI. Arbitration Without violating applicable laws, provisions of this Contract are subject to following arbitration: 6.1. "Unitec Europa" may, before the term of this Contract ends and only in case of accumulative occurrence of the following events, submit for arbitration under this Contract: (i) "Unitec Europa" requires "Yingli" to deliver Products through corresponding orders in accordance with this Contract while "Yingli" fails to do so, (ii) "Unitec Europa" sends to "Yingli" a report about such failure, and (iii) "Yingli" does not correct such "breach of contract" within ninety (90) days after the date receiving such report. In case that "Yingli" has corrected the alleged "breach of contract" about delivery, such "breach of contract" shall be deemed to have been corrected and "Unitec Europa" shall not submit for arbitration under this Contract. 6.2 In case that "Unitec Europa" fails to perform its obligation to pay or any other obligations provided under this Contract, and "Unitec Europa" fails to correct its "breach of contract" within ninety (90) days after the date receiving written notice, "Yingli" may submit for arbitration with respect to this Contract. VII. Termination of Contract Any party may not assign or transfer in whole or in part its rights and obligations under this Contract to any third party without prior explicit written authorization by 4 the other party. Without prejudice to preceding paragraph, "Unitec Europa" may transfer its rights and interests under this Contract to another company that is a parent or subsidiary of the group "Unitec Europa" belongs to, provided that, a written notice shall be provided to the other party in advance. VIII. Notice Any effective notice between the parties shall be made to specified addresses and such representatives as follows: Baoding Tianwei Yingli New Energy Resources Co., Ltd. Representative: Mr. Miao Liansheng Address: No. 3055 Middle Fuxing Road, Baoding, Hebei Province, PRC Telephone: 0086-312-3100512 Unitec Europa, S.A. Representative: Mr. Mao Ching Fu Lee Address: Plaza Ramon y Cajal, 1, 31008 Pamplona Telephone: 0034-948 26 30 36 IX. Applicable Law and Substance of Contract This Contract is consistent with and shall be construed in accordance with common laws of Spain. The substance of this Contract it commercial contract which is governed by its own provisions as well as commercial laws and special regulations applicable to it. X. Settlement of Disputes The parties shall settle any dispute in the principle of providing high-quality products and compliance with the contract and warrant to fulfill the contract. In case that there is any dispute on interpretation, performance, breach or termination of this Contract that cannot be settled friendly, the parties may seek remedies any relevant coordinating authority which shall be limited to judges and courts in Pamplona. The parties have achieved agreement upon above provisions and signed on this Contract on the date first set forth above. This Contract is executed in two 5 counterparts, each of which shall have the same legal effect. BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. /s/ Miao Liansheng - --------------------- UNITEC EUROPA, S.A. /s/ Mao Ching Fu Lee - --------------------- 6 EX-10.27 48 h00847exv10w27.txt EX-10.27 SUPPLY AGREEMENT NOV 9,2006 EXHIBIT 10.27 SUPPLY AGREEMENT BY AND BETWEEN ACCIONA ENERGIA, S.A., AS "BUYER" AND BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AS "SUPPLIER" DATED AS OF NOVEMBER 9TH, 2006 SUPPLY AGREEMENT THIS AGREEMENT, made and entered into as of this 9th day of November, 2006, by and between BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. a corporation organized under the laws of the People's Republic of China ("PRC"), having its principal office at No. 3055 Fuxing Middle Road, Baoding, Hebei, PRC (hereinafter "YINGLI" or "SUPPLIER"), and ACCIONA ENERGIA, S.A.., a corporation organized under the laws of Spain, having its principal office at Avenida Ciudad de la Innovacion, 5, Sarriguren (Navarra), Spain (hereinafter "AE" or "BUYER"). Yingli is hereby represented by Mr. Liansheng Miao, acting in his capacity of President, having been duly authorized to represent and bind Yingli. AE is hereby represented by Mr. Fermin Gembero Ustarroz, acting in his capacity of General Manager, having been duly authorized to represent and bind AE. The Buyer and the Supplier are referred to herein individually as a "Party" and collectively as the "Parties". RECITALS WHEREAS, Yingli is a PRC company, which manufactures photovoltaic (hereinafter "PV") modules of different sizes and installation capacities and is currently in operation in photovoltaic plants located in several countries, such as a FIFA Stadium in Germany. WHEREAS AE intends to acquire between 80 and 100% of the share capital of Amper Central Solar, S.A., a Portuguese company, which will develop and construct, as owner, a photovoltaic plant with a capacity of between 42 and 62 MWp to be built in the city of Moura, Portugal (hereinafter, the "PROJECT") WHEREAS the Buyer intends to develop and construct the Project for which it requires PV modules necessary to achieve the capacity mentioned in the immediately preceding paragraph; WHEREAS, pursuant to the negotiations and discussions maintained by the Parties, Yingli and AE have reached an agreement on the major terms and conditions for the supply of 42 MWp of PV modules for the Project as stated in the letter signed by both Parties and dated 10 October, 2006. WHEREAS Yingli desires to sell to Buyer and Buyer desires to purchase from Yingli 42 MWp of PV Modules, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises set forth herein and the mutual covenants herein contained, both parties hereto agree as follows: 1 CLAUSE 1.- DEFINITIONS "AMPER" means Amper Central Solar, S.A., a Portuguese company which is the owner of the Project. "DELIVERY SITE" means the port of Destination, port unless otherwise agreed by the Parties. "MOURA PROJECT" or the "PROJECT" means the photovoltaic plant to be developed and built by Amper in Moura (Portugal) with a capacity between 42 and 62 MWp. "PORT OF DESTINATION" mean the Spanish or Portuguese port to be defined by AE and notified to Yingli. "PROJECT SITE" means the location of the photovoltaic plant in Moura, Portugal. "PV MODULES" means photovoltaic modules with the brand name of Yingli, with model numbers and technical specifications as described in detail in Schedule A attached hereto as an integral part hereof, as amended from time to time in writing by mutual agreement of the Parties during the term of this Agreement. For the avoidance of doubt, the PV Modules shall also include the High Speed Connectors, which shall be of adequate quality and lengths that will permit adequate assembly of the modules on the structures. "YINGLI'S PREFERRED CUSTOMER TERMS AND CONDITIONS" means, the best commercial terms and conditions that Yingli may apply to its customers.. CLAUSE 2. - SUPPLY OF PV MODULES 2.1. During the term of this Agreement and subject to the terms and conditions herein contained, Supplier agrees to sell and deliver to Buyer and Buyer agrees to purchase from Supplier on a non-exclusive basis such number of PV Modules as will represent an output capacity of 42 MWp. The PV Modules to be supplied hereunder shall be used exclusively for the Moura Project. 2.2. In addition to the purchase of PV modules representing an output capacity of 42 MWp as provided in clause 2.1 hereof, the Buyer shall have the right to purchase from Supplier additional PV Modules representing an output capacity of up to 20 MWp for the Project on terms and conditions that are no less favorable than Yingli's Preferred Customer Terms and Conditions. The Supplier shall grant the Buyer a preferential right to purchase for the Project additional PV Modules representing an output capacity of 20 MWp, subject to the condition that the Buyer submit a purchase order not later than 31 March 2008. Such additional PV Modules shall be delivered in quarterly instalments, which the first two instalments consisting of 7 MWp and the last instalment consisting of 6 MWp. 30 September 2008 shall be the last day for delivery of the first instalment of such additional modules. 2 2.3. The PV Modules to be supplied by the Supplier under this Agreement shall be manufactured in accordance with the best industry practices and shall be in accordance with the technical specifications that are described in detail in Schedule A hereto. In addition, the PV Modules shall comply with the IEC 61215 standard and will have a unitary nominal power of no less than 170 Wp. 2.4. All PV Modules supplied by the Supplier hereunder shall be inspected and tested by Supplier and Class II electrical isolation quality certificates and flash test results data shall be issued and submitted to the Buyer within fifteen (15) days of the date of shipment of the PV modules from Supplier's manufacturing factory in PRC. Supplier represents that each of the different type of PV Modules that will be delivered under this Agreement have been certified by TUV. Supplier delivers to Buyer on the date of signing this Agreement, copies of the corresponding certificates, which are attached hereto as Schedule C. For any new type of PV Module that Supplier may deliver to Buyer hereunder, Supplier will obtain the corresponding TUV certificates and shall provide a copy of such certificates to Buyer not later than fifteen business days after having obtained such certificates. 2.5. Supplier agrees to supply the PV Modules classified in accordance with the electrical performance of each of the units delivered and deliver them grouped in a manner such that each single pallet shall include only PV Modules featuring the same maximum intensity. Supplier agrees to adequately mark each package to enable Buyer to identify the contents thereof and the kind of PV Modules included. The supply of the PV Modules will be organised in pallets of three different power levels (1, 2 and 3), which will be marked with a conspicuous large number. Supplier will classify the PV Modules into three levels (1, 2, 3), with 1 representing modules with the lowest intensity and 3 representing modules with the highest intensity, in accordance with the actual intensity produced by the modules. 25% of the PV Modules to be supplied by the Supplier will correspond to power level 1; 50% to power level 2 and 25% to power level 3. The specific intensity of each level of the foregoing classification will be agreed by the Parties prior to the first delivery of the finished set of the PV Modules. 2.6. The Buyer shall have the right to, at its own expense and with at least one (1) business day prior notice, (i) send its inspectors to Supplier's manufacturing premises in China to inspect and test the manufacturing process and quality of PV Modules, (ii) to inspect the results of all quality control tests and inspections performed by Supplier, (iii) to inspect the loading of the PV Modules at the manufacturing plant of Supplier and (iv) to inspect the loading of the containers at port of origin, subject in all cases to the Supplier's confidentiality requirements and reasonable safety precautions, and so long as such inspection and presence does not unreasonably interfere with or delay the completion or delivery of the PV Modules or Supplier's performance of its obligations hereunder. 3 2.7. After arrival of the PV Modules at the Port of Destination, both Parties may carry out a visual surface joint inspection on the packages of the shipments (without opening the packages) and issue a report on such inspection. However, such report will not in any way replace the report issued in connection with a random Open-Package Inspection, which is to be carried out at Buyer's warehouse at the moment of unloading of the pallets in Moura. If the package appears to be damaged or missing, Buyer shall provide photographs and a detailed report. Supplier shall have the right, at its expense, to carry out an Open Package Inspection at the Port of Destination. 2.8. If the Open Package Inspection results in a discovery of any shortage, defect or damage with respect to the delivered PV Modules, which are not in conformity with the stipulation of this Agreement or the quality standards specified under technical specifications detailed in the Schedule A of this Agreement, a detailed record of such shortage, defect or damage shall be made and signed by the representatives of Buyer within thirty (30) working days of such delivery. Buyer may use such record as evidence for claiming replacement, repair or supplement from Supplier. 2.9. If the Supplier is responsible for the problems mentioned above, the Supplier shall repair or replace the defective or damaged PV Modules free of charge within sixty (60)days upon receiving the notice of claim (together with a report from the Buyer) and shall be responsible for the risk and freight arising thereof to the Port of Destination, as well as the inspection fee and costs for customs clearance of the Buyer for the replaced and supplemented equipment and any extra costs that may have been caused by the replacement of the defective PV Modules. 2.10. Without prejudice to the right to carry out a joint inspection at the Port of Destination and the random Open Package Inspection, if any damage to the PV Modules is due to a fault of the Supplier, the Supplier shall repair or replace the damaged PV Modules at the Supplier's expense within 60 (sixty) days after having received the Buyer's notification to that effect.ii 2.11. Without prejudice to the right to carry out a joint inspection at the Port of Destination and the random Open Package Inspection, if any damage to the PV Modules is due to a fault of the Buyer, the Supplier shall repair or replace it at the Buyer's expense within sixty (60) days after having received the Buyer's notification. 2.12. The aforementioned inspections will not release the Supplier from his obligations and liabilities under this Agreement 4 CLAUSE 3.- CONDITIONS OF DELIVERY. PACKING AND MARKING. 3.01. The PV Modules shall be delivered in accordance with the following schedule:

- ------------------------------------------------------------------------------- YEAR 2007 YEAR 2008 - ------------------------------------------------------------------------------- FIRST QUARTER 7 MWp 7 MWp - ------------------------------------------------------------------------------- SECOND QUARTER 7 MWp 7 MWp - ------------------------------------------------------------------------------- THIRD QUARTER 7 MWp - ------------------------------------------------------------------------------- FOURTH QUARTER 7 MWp - ------------------------------------------------------------------------------- TOTAL PER YEAR 28 MWp 14 MWp - ------------------------------------------------------------------------------- TOTAL 42 MWP

A more detailed schedule of delivery will be agreed by the Parties in accordance with the following paragraphs of this Clause 3. 3.02. All deliveries of the PV Modules shall be made CIF Port of Destination (as defined under INCOTERMS 2000). 3.03. Each delivery shall be organised in containers, each of which shall include only modules of the same type and category. Each individual container shall be properly closed and sealed according to international commercial practice for this kind of transport and delivery. 3.04. The Supplier shall have the PV Modules packed according to international commercial practice to protect them from moisture, rain, rust, corrosion and shock, etc. in consideration of their different shapes and special features so as to withstand numerous handling, loading and unloading as well as long-distance ocean and inland transportation. 3.05 Two (2) working days after shipment is effected, the Supplier shall inform the Buyer by telefax of the following information: A) Date and number of the Ocean Bill of Lading; B) Name of the vessel; C) Estimated time of arrival of the vessel at the port of destination and site; D) Total number of containers; E) Name, total price, total number of packages, total weight and total volume of the PV Modules; F) Types of PV Modules; and G) List of each module's flash report data, classified in accordance with the provisions of Clause 2.5. 3.05 For purpose of this Clause 3, a delivery shall be deemed to have been effected when Supplier delivers the PV modules at the Port of Destination. 5 CLAUSE 4.- LIQUIDATED DAMAGES If the Supplier fails to deliver on time according to the delivery schedule as specified in Clause 3, the Supplier shall pay liquidated damages to the Buyer as follows: o Any delay of one (1) week or less shall not be deemed as a delay and the Supplier shall not be liable for any liquidated damages. o If the delay in delivery is for a period of up to four (4) weeks, the Supplier shall pay, for each week of late delivery counting from the first day of the second (2nd) week of delay, liquidated damages in an amount equal to [-]*% per week of the contracted price of the PV Modules that were due; o If the delay in delivery is for a period of more than four (4) weeks and up to eight weeks, the Supplier shall pay, for each week of late delivery counting from the first day of the fifth week, additional liquidated damages in an amount equal to [-]*% per week of the contracted price[ of the PV Modules that were due. o If the delay in delivery is for a period of more than four (4) weeks and up to eight (8) weeks, in addition to the liquidated damages set forth above, the Supplier shall pay, for each week of late delivery counting from the fifth (5th) week of delay, additional liquidated damages in an amount equal to [-]*%of the contracted price of the PV Modules that were due. o If the delay in delivery is for a period of more than eight (8) weeks, in addition to the liquidated damages set forth above, the Supplier shall pay, for each week of late delivery starting from the first day of the ninth (9th) week of delay, additional liquidated damages in an amount equal to [-]*% of the contracted price of the PV Modules that were due.ii o The total amount of the liquidated damages for late delivery of the PV Modules, shall not exceed [-]*% of the Total Price.ii o If the Supplier fail to deliver the PV Modules within six months following the due delivery date, the Buyer shall have the right to terminate this Agreement. o If the delays are due to the Supplier's responsibility but do not result in loss or revocation of the license to build and operate the Project or any other onerous losses or damages to the Buyer, the Buyer may, at its sole discretion, waive the need for compensation or reduce the level of compensation established in the above paragraphs.iiii The Parties acknowledge and agree that the Liquidated Damages set forth above are a reasonable estimate of the lost income and damage Buyer shall suffer - -------------------- * INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 6 because of the late delivery and that, therefore, the Liquidated Damages set forth above shall be Buyer's sole and exclusive remedy with respect to delays in the delivery of the PV Modules. CLAUSE 5.- PRICE 5.01 The purchase price for the PV modules to be supplied hereunder shall be US$[-]* per Watt peak, or a total price US$[-]* ([-]* US Dollars) ("TOTAL PRICE") for all the PV Modules CIF Port of Destination. The Total Price has been agreed on the assumption that all of the PV Modules supplied hereunder shall be used exclusively in Moura Project. 5.02 The Parties agree that neither the price per Watt peak, neither the Total Price shall be subject to any variation for any reason whatsoever. 5.03 The Total Price is inclusive of all costs of customs formalities necessary for export from the country of origin as well as any duties, taxes and any other charges payable upon export and for their transit through any country, if applicable. 5.04 The Total Price does not include other taxes that may be due on the country of destination of the PV Modules, such as Value Added Tax or similar tax that may be applicable at the time of delivery in the country of destination. The Buyer shall be responsible for any such taxes. Supplier shall be responsible for any taxes that may be due in the country of origin of the PV Module. CLAUSE 6.- PAYMENT CONDITIONS The Total Price will be paid as follows: 6.01. ADVANCE PAYMENT: The Buyer will make a down payment of US$[-]* ([-]* US Dollars), representing [-]* percent ([-]*%) of the Total Price by no later than 10 November 2006, provided that the Supplier shall have sent a pro forma invoice for such amount. Upon payment of the Advance Payment in full, the Supplier shall issue and deliver to the Buyer the final invoice. 6.02 LETTER OF CREDIT: As to the remaining [-]*% ([-]* percent) of the Total Price, AE will provide to Yingli with an irrevocable and divisible letter of credit at sight for an amount of [-]* US Dollars ([-]* US Dollars) with a validity of 18 months. AE will deliver the Letter of Credit to Yingli not later than two weeks after having made the Advance Payment, The payments of the withdrawals regarding the remaining [-]*% ([-]* percent) of the Total Price, shall be paid to the Seller by the opening bank as follows and against the presentation by the Seller of the documents listed here below: - -------------------- * INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 7 a) An electronic file with the flash reports data for each individual PV module supplied classified in accordance with the provisions of Clause 2.5 of this Agreement, b) Original Ocean Bill of lading c) Original Invoice in 5 copies indicating shipping mark (in case of more than one shipping mark, the invoice shall be issued separately). d) Original Packing list in 2 copies issued by the manufacturer. e) Copy of burofax to the Buyer advising the particulars of shipment immediately after shipment is made. f) A copy of the Certification of the PV Module according to the European Standard issued by an approved certification body, such as TUV. g) One original and two copies of Insurance Policy / Certificate according to Clause 8 hereof In addition, the Seller shall, within 14 days after shipment, send by airmail one extra set of the aforesaid documents, directly to the Buyer and the reasonable additional documents that the Buyer could require for the customs clearance of the PV Modules. The number of the documents and their contents shall be complete and correct. CLAUSE 7.- POWER OF ATTORNEY The parties shall provide to each other shortly after the execution of this Supply Agreement the document evidencing the capacity of their respective signatories to act on behalf of, represent and bind AE and Yingli for the purposes of this agreement. CLAUSE 8.- TRANSPORT AND INSURANCE 8.01 The Supplier shall choose a reputable transport company, that shall have been previously approved by the Buyer, as the carrier for the international transportation of the PV Modules from PRC to the Port of destination. The Parties agree that Buyer shall hire that same carrier for the unloading of the PV modules at Port of Destination, their subsequent transportation and delivery at the Project Site. The costs of the transportation of the PV Modules from PRC to the Port of Destination shall be borne by supplier, whereas the costs of unloading and transportation until Project Site shall be borne by Buyer. 8.02 The Supplier shall choose a reputable insurance company, that shall have been previously approved by Buyer, to handle the insurance for transportation of the PV Modules until Port of Destination. The insurance shall be All Risks and War Risk covering 110% value of the PV Modules in the same currency as the Price. The Institute Cargo Clauses (All Risks), the Institute War Clauses (Cargo) of London Institute of Underwriters (amended in 1982) or comparable clauses are acceptable. The insurance party of such insurance coverage shall be exclusively the Supplier. 8 8.03 The parties agree that Buyer shall hire that same insurance company to handle insurance for the unloading of the PV Modules at Port of Destination, their subsequent transportation, unloading and delivery at the Project Site and their manipulation on Project Site and the cost of the foregoing insurance coverage shall be borne by Buyer. 8.04 The insurance policy covering the concepts include in the preceding sections 8.02 and 8.03 shall include provisions that will allow the Parties to have the insurance company paying to the Supplier, provided that Supplier will deliver to Buyer PV Modules in an amount equal to the damaged PV Modules insured and paid for by the insurance company and within a maximum term of sixty (60) days since the date on which Buyer notifies the damage to Supplier and to the insurance company. The Parties agree to further develop this concept in the final insurance policy to be signed with the insurance company and to establish mechanisms that will ensure that CLAUSE 9.- WARRANTIES Yingli will give to AE the following warranties over the PV Modules: 9.01 POWER TOLERANCE: Yingli warrants that the power tolerance of each PV module delivered to AE shall be in the range of +/- 3% of its nominal rated power, and shall comply with the Schedule of Warranties attached hereto as Schedule B. 9.02 ABSOLUTE PRODUCT WARRANTY. Yingli warrants AE that the PV Modules are free from any material defects in materials and workmanship. This product warranty covering any kind of defects of the PV Modules shall be in force for a period of five (5) years after the date of commissioning of the whole of the Moura plant and shall comply with the Schedule of Warranties attached hereto as Schedule B. 9.03 TECHNICAL PERFORMANCE WARRANTY. Yingli warrants that the power output of the PV Modules shall, at all time during ten years after commissioning of the whole of the Moura plant, be higher than ninety percent (90%) of its minimum peak power. Yingli further warrants that the power output of the PV Modules shall, at all times during 25 years after their commissioning of the whole of the Moura plant, be higher than eighty percent (80%) of its minimum peak power. This warranty shall comply with the Schedule of Warranties attached hereto as Schedule B. 9.04 In case of claims pursuant to this article, the Buyer shall be entitled to request the Supplier to replace the defective PV Modules with new ones which conform to the specification, quality and performance as specified in this Agreement. The Supplier shall bear all directly related expenses sustained by the Buyer, and shall at the same time guarantee the quality of the replaced PV Modules for a further corresponding Guarantee Period in accordance with the Schedule B hereof. 9.05 In case of technical dispute an independent official laboratory will be designated under mutual agreement to determine whether the PV Module fulfils the requirements of this agreement. 9 9.06 Supplier agrees to indemnify and hold harmless Buyer from and against any claim made by Amper or any of its officers, directors, employees or shareholders and the losses and damages arising thereof due to the fact that the PV Modules supplied hereunder do not comply with the warranties given herein to the extent that such claims, losses or damages are due to defects of the PV modules. 9.07. In any event, Supplier's responsibility stipulated in this clause shall be limited to the total amount of the payment by Buyer for the PV Modules. CLAUSE 10.- LIMITATION OF LIABILITY 10.01 The total amount of the indemnities to be paid by Supplier, as set forth in this Agreement, will never exceed 100 % of the Price, unless when it is due to gross negligence, fraud or willful misconduct. 10.02 Neither Party shall be liable to the other Party for any loss of profit, loss of use, loss of production, loss of contracts or for any other indirect or consequential damage that may be suffered by the other Party, unless when it is due to gross negligence, fraud or willful misconduct. CLAUSE 11.- INTELLECTUAL PROPERTY 11.01 Supplier shall pay all required royalties and license fees and shall procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for methods, materials, processes and materials incorporated into the PV Modules. In manufacturing and delivering the PV Modules, Supplier shall not incorporate into the PV Modules any materials, methods, processes, software or systems that involve the use of any confidential information, intellectual property or proprietary rights that Buyer or Supplier does not have the right to use or which may result in claims or suits against Buyer or Supplier arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other proprietary rights, or applications for any such rights, or use of confidential information or intellectual property. 11.02 Supplier agrees to indemnify and hold harmless Buyer from and against any claim made by any third party that the PV Modules supplied hereunder infringe the rights of such third party in respect to patent, design, copyright or any other intellectual property right and Supplier shall assume the defense of any action, suit or proceeding against Buyer relating thereto and shall pay any damages assessed against or otherwise payable by Buyer as a result of the final disposition of any such claim, action, suit or proceeding, provided, that Buyer promptly notifies Supplier of the commencement of any action, suit or proceeding, or threats thereof, and furnished to Supplier all documents relating thereto, and further provided, that Supplier is afforded the opportunity, in its sole and absolute discretion, to determine the manner in which such action, suit or proceeding shall be handled or otherwise disposed of. Buyer shall give Supplier the cooperation Supplier reasonably required, at Supplier's sole cost and expense for reasonable out-of-pocket expenses incurred by Buyer and paid to third parties. Notwithstanding the foregoing, Buyer may be represented in any suit by its own counsel at its own cost and expense. 10 CLAUSE 12.- TERM AND TERMINATION 12.01 This Agreement shall become effective as of the date first above written (herein referred to as Effective Date), and thereafter shall remain in force and effect until the date of delivery of the last PV Modules hereunder, unless earlier terminated in accordance with any other provisions of this Agreement. Notwithstanding the foregoing, some provisions of this agreement will remain in force after its termination, such as clauses 16, 26, 27, 28, 29, 31 and 32. 12.02 By mutual agreement at least ninety (90) days prior to expiration hereof, this Agreement may be extended for a period of one (1) year under the terms and conditions to be then mutually agreed to in writing. 12.03 Either Party hereto has the right to terminate this Agreement by giving a written notice to the other Party in case such other Party shall have been in a breach and/or default of the provisions of this Agreement, and such breach and/or default shall not have been corrected within sixty (60) days after receipt of notice specifying the nature of such breach and/or default. 12.04 Buyer may at any time terminate this Agreement immediately by giving a written notice to Supplier upon any of the following events: (i) Any arrangement with direction or any application for bankruptcy, receivership, winding up or other similar proceeding against Supplier is made; (ii) All of or, in the opinion of Buyer, substantial part of the assets of Supplier shall be seized or attached in conjunction with any action against Supplier by any third party; (iii) A sale of all of or in the opinion of Buyer substantially all of the assets of Supplier is made, or this Agreement is assigned by Supplier without the prior written consent of Buyer; (iv) There occurs any such change in the capital ownership and/or management control of Supplier as, in the opinion of Buyer, may adversely affect the performance of this Agreement and/or the benefits or rights of Buyer in this Agreement; (v) There occurs any difficulties, in Buyer's opinion, to perform the obligation under this Agreement due to any of significant changes of the political, economic or taxation policy by the governmental or quasi-governmental organization or agencies in the People's Republic of China; 11 (vi) In the reasonable judgment of the Buyer, the quality of the PV Modules delivered is not fit for purposes of the Buyer and such insufficiency in quality cannot reasonable be expected to be corrected within a reasonable period of time, (vii) a suspension of the performance of the obligations under this Contract due to an Event of Force Majeure for more than two (2) months; (viii)An export license of the PV Modules from China into the European Union/Portugal is not obtained from the competent authority of the Government of. China, (to the extent that such license is required by law), within 60 (sixty) days from the Effective Date hereof. The Supplier may at any time terminate this Agreement immediately by giving a written notice to Supplier upon any of the following events: (i) The Buyer or Amper loses the right to construct or develop the Project; (ii) The Supplier fails to obtain sufficient amount of polysilicon to produce the PV modules after using its best efforts. In all cases set forth in this section 12.04, Supplier shall immediately return to Buyer the Letter of Credit, as well as the balance of the Advance Payment for which the Supplier has not supplied PV Modules. 12.05 Termination or expiration of this Agreement shall not affect the right of Supplier or Buyer which shall have accrued hereunder including, without limitation, the Supplier's right to receive payment of the PV Modules already delivered and the Buyer's right to receive the PV Modules shipped and paid. 12.06 No failure or delay on the part of either party hereto to exercise its right of termination of this Agreement for any one or more of the causes specified herein, shall be construed to prejudice its rights of termination hereof for any other or subsequent reason. CLAUSE 13.- TRANSFER OF RISK AND TRANSFER OF OWNERSHIP 13.01 Supplier warrants and guarantees that legal title to and ownership of the supplied PV Modules shall be free and clear of any and all liens, claims, security interests or other encumbrances when title thereto passes to Buyer. Title to each PV Modules, and their components shall pass to Buyer upon delivery at the Delivery Location (i.e. Lisbon Port). 13.02 Responsibility for risk of loss to the PV Modules shall pass to Buyer upon transfer of title on Delivery under the foregoing section. The Supplier is responsible for the care and custody of the PV Modules until Delivery and shall make good at its own cost any loss or damage that may occur to such Equipment from any cause whatsoever during that period. If damage results from the fault 12 of Supplier, Supplier shall proceed to repair and restore the affected portion of the PV Modules at its cost and expense on a priority basis. CLAUSE 14.- FORCE MAJEURE Neither party is responsible for any failure to perform its obligations under this Contract, if it is prevented or delayed in performing those obligations by an Event of Force Majeure. An Event of Force Majeure includes the following events or circumstances, which are beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence, the party affected was unable to prevent (a) Act of Terrorism; (b) riot, including stopping of work by a hostile group, war, invasion act of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection of military or usurped power, requisition or compulsory acquisition by any governmental or competent authority or order for stopping of work by any competent court of law or Government Authority; (c) ionising radiation or contamination, radio activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radio active toxic explosive or other hazardous properties of any explosive assembly or nuclear component; (d) epidemic, earthquake, flood, fire, landslide, volcanic activity, heavy rains and unseasonal rains, tsunami, lightning, or other physical natural disaster or severe weather conditions which makes it dangerous or impossible to perform Supplier's obligations under this Contract; (e) strikes or industrial disputes in any Subcontractor's premises or General Strike which affects the Supplier's works. Where there is an Event of Force Majeure, the party prevented from or delayed in performing its obligations under this Contract shall as soon as reasonably practicable notify the other party giving full particulars of the Event of Force Majeure and the reasons for the Event of Force Majeure preventing that party from, or delaying that party in performing its obligations under this Contract. That party shall use its reasonable efforts to mitigate the effect of the Event of Force Majeure upon its performance of its obligations under this Contract. Upon completion of the Event of Force Majeure the party affected shall as soon as reasonably practicable recommence the performance of its obligations under this Contract. An Event of Force Majeure does not relieve a party from liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which matured prior to the occurrence of that event. 13 The Parties shall determine, considering the effect of the Force Majeure to the performance of the Agreement, whether to terminate this Agreement or release part of the obligations under this Agreement or allow delayed performance of the Agreement. CLAUSE 15.- MODULE ASSEMBLY PLANT 15.01 Yingli will lend all necessary support to AE to establish and operate the PV modules assembly plant at Moura, including the timely supply of machinery and equipment for the production of PV Modules and raw material supply as well as the technical assistance, training of personnel and staff, materials specifications and drawings, tools and fixtures, etc. CLAUSE 16.- SHAREHOLDING INTEREST IN AMPER. 16.01 AE will ensure that Yingli will have the right to subscribe up to a maximum of a 10% of the issued and registered share capital of Amper, as owner of the Project. 16.02 The entry of Yingli in the share capital of Amper would occur at the moment that AE considers, at its sole discretion, as the most convenient for the development and operation of the Project and, in any event, not before the two following conditions precedent have been fulfilled: (i) AE has acquired its shareholding in Amper, and (ii) Moura city council has decided the final shareholding interest that it will retain in Amper 16.03 The value of the shares to be acquired by Yingli will take into account all costs incurred by AE for its entry in Moura Project until the date on which Yingli finally joins in. Simultaneously to the entry of Yingli in Amper's share capital, the parties will enter into a shareholders agreement that will set out the conditions that shall rule their relationship as shareholders of Amper. CLAUSE 17.- ASSIGNABILITY 17.01 Except as approved by the Buyer, neither this Agreement nor any interest nor any claim under this Agreement nor any sum or sums which may become due or owing to the Supplier as a result of the Supplier's performance of its obligations under this Agreement, may be assigned, transferred, novated or pledged, charged or mortgaged by the Supplier, save for purposes of corporate reorganization or restructuring. 17.02 The Buyer is entitle to assign, transfer or pledge this Contract and its rights, interests, obligations and liabilities under this Agreement or over the PV Modules to any third party, at its sole discretion. In cases where Buyer assigns this Agreement, it shall notify the identity and particulars of the assignee in writing to the Supplier within thirty (30) days after the assignment or transfer has taken place. 17.03 In particular, the Buyer may, without the consent of the Supplier, assign, mortgage, or charge its rights, interests, obligations or liabilities under this 14 Agreement or over the PV Modules as security in favour of the Lenders in connection with obtaining financing for the Project. CLAUSE 18.- SEVERABILITY In the event that any of the provisions, or portions or applications thereof, of this Agreement are held to be unenforceable or invalid by any competent courts, the Parties shall negotiate an equitable adjustment in the provisions of this Agreement with a view toward effecting the purposes of this Agreement, and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected. CLAUSE 19.- NOTICES 19.01 Any Notice required or permitted to be given by Buyer to Supplier hereunder shall be in writing and shall be addressed to: SUPPLIER: BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. N(0) 3055 Fuxing Middle RoaD Attention: Mr Miao Liansheng Position: Chairman Email: master@yinglisolar.com Phone: +86 312 313 6969 and any Notice required or permitted to be given by Supplier to Buyer hereunder shall be in writing and shall be addressed to: BUYER: Acciona Energia, S.A.. Avenida Ciudad de la Innovacion, 5 Attention: Mr Fermin Gembero Ustarroz Position: General Manager Email: fgembero@acciona.es Phone: +34 948 00 60 20 With copies to: Mr. Miguel Arraras Position: General Manager of Acciona Solar S.A. Email: marraras@acciona.es Phone: +34 948 16 68 10 19.02 Delivery. All Notices shall be delivered either in person to the address listed above, via certified mail with a return receipt requested in a securely sealed envelope, or shall be sent via facsimile, and shall be effective when actually received or three (3) Days after being properly mailed as provided above, whichever is earlier, at the address specified above. Service by facsimile after 5:00 p.m. local time of the recipient shall be deemed received on the following 15 Business Day. The Parties, by like Notice in writing, may designate, from time to time, another address or office to which Notices may be given pursuant to this Agreement. CLAUSE 20.- SECTION HEADINGS The Article and Section headings have been inserted for convenience of reference only and shall not in any manner affect the construction, meaning or effect of anything herein contained nor govern the rights and liabilities of the Parties. CLAUSE 21.- ENTIRE AGREEMENT. This Agreement, along with the Recitals contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous written and oral agreements, proposals, negotiations, understandings and representations pertaining to the subject matter hereof. CLAUSE 22.- AMENDMENTS. No amendments or modifications of this Agreement shall be valid unless evidenced in writing and signed by a duly authorized representative of both Parties. CLAUSE 23.- NO THIRD-PARTY RIGHTS. This Agreement and all rights hereunder are intended for the sole benefit of the Parties hereto and shall not imply or create any rights on the part of, or obligations to, any other Person. CLAUSE 24.- SURVIVAL OF PROVISIONS. All provisions of this Agreement that are to come into or continue in force and effect after the expiration or termination of this Agreement shall remain in effect and be enforceable following such expiration or termination. CLAUSE 25.- REPRESENTATIONS AND WARRANTIES 25.01 SUPPLIER REPRESENTATIONS. Supplier represents to Buyer that, as of the date hereof: 25.1.1 Organization and Qualification. Yingli is a corporation duly organized, validly existing and in good standing under the laws of the People's Republic of China, has the lawful power to engage in the business it presently conducts and contemplates conducting. . 25.1.2 Power and Authority. Yingli and its signatory thereto Mr. Liansheng Miao has the authority to execute and carry out this Agreement and to perform their respective obligations hereunder and all such actions have 16 been duly authorized by all necessary corporate or member action on its part. 25.1.3 No Conflict. The execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of the articles of incorporation or the bylaws of Yingli or any Applicable Laws or any material covenant, agreement, understanding, decree, indenture, instrument or order to Yingli is a party or by which Yingli or any of their properties or assets is bound or affected. 25.1.4 Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by Yingli. This Agreement constitutes a legal, valid and binding obligation of Yingli, enforceable in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by general principles of equity. No authorization, approval, exemption or consent by any governmental or public body or authority is required in connection with the authorization, execution, delivery and carrying out of the terms of this Agreement. 25.1.5 Patents, Licenses, Franchises. Yingli owns or possesses all the patents, trademarks, service marks, trade names, copyrights, licenses, franchises, permits and rights with respect to the foregoing necessary to perform the obligations under this Agreement and, in particular, to sell and deliver the PV Modules and to give the Advance Payment Guarantee as owner of the silicon and any other guaranteeing assets, and to carry on its business as presently conducted and presently planned to be conducted without conflict with the rights of others. 25.1.6 Compliance with Laws. Yingli has complied with all applicable laws such that it has not been subject to any fines, penalties, injunctive relief or criminal liabilities that in the aggregate have materially affected or may materially affect the business operations or financial condition of either of Yingli or its abilities to perform its obligations under this Agreement. 25.1.7 Supplier Qualified. Yingli is fully experienced and properly licensed and equipped to perform all aspects of the obligations under this Agreement in accordance with the terms set forth herein. 25.1.8 Licenses. Yingli is the holder of all necessary governmental consents, licenses, permits or other authorizations required under the applicable laws to operate or conduct its business as contemplated herein. 25.1.9 Legal Requirement. Yingli is aware of all the legal requirements and business practices that must be followed in performing its obligations under this Contract and the PV Modules shall conform with such 17 requirements and practices and in compliance with all applicable laws and necessary permits. 25.1.10 All obligations under this Contract will be performed by Supplier in accordance with prudent engineering practices and prudent industry practices 25.02 BUYER REPRESENTATIONS. Buyer represents to Supplier that, as of the date hereof: 25.2.1 Organization and Qualification. AE is a corporation duly formed and validly existing under the laws of Spain and has the lawful authority to engage in the business it presently conducts and contemplates conducting. 25.2.2 Power and Authority. AE has the authority to make and carry out this Agreement and to perform its obligations hereunder. 25.2.3 No Conflict. The execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of AE's constituent documents. 25.2.4 Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by AE. This Agreement constitutes a legal, valid and binding obligation of AE, enforceable against AE in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by general principles of equity. 25.2.5 Compliance with Laws. AE has complied with all Applicable Laws such that it has not been subject to any fines, penalties, injunctive relief or criminal liabilities which in the aggregate have materially affected or may materially affect the compliance with its obligations hereunder. CLAUSE 26.- CONFIDENTIALITY. Buyer and Supplier agree to hold in confidence for a period commencing with the Effective Date and ending ten years from the date of termination of this Agreement, except as may be necessary to perform the obligations hereunder, any information supplied to the receiving Party ("Receiving Party") by the disclosing Party ("Disclosing Party"), and designated in writing as confidential. The Parties each acknowledge that any technical, pricing, marketing, warranty information regarding the PV Modules, the Technical Specifications and this Agreement shall be designated as confidential by the Disclosing Party. Buyer may disclose any information to the extent that such disclosure is required by Buyer's attorneys, accountants, Lenders or Affiliates, Other Contractors, interconnection suppliers, operators or other suppliers to the Project and any Person providing any other type of services to the Project, provided such parties agree to the 18 confidentiality provisions hereof. Supplier shall not publish information regarding the Project (except as it may relate to the performance of its obligations hereunder), nor shall Supplier arrange for or participate in any visit to the site by any Person who is not connected with the Project, unless Buyer provides its express prior written consent thereto. The provisions of this Clause shall not apply to information within any one of the following categories: (a) information that was in the public domain prior to Receiving Party's receipt thereof from the Disclosing Party or that subsequently becomes part of the public domain by publication or otherwise except by the Receiving Party's wrongful act; (b) information that the Receiving Party can show was lawfully in its possession prior to its receipt from the Disclosing Party through no breach of any confidentiality obligation; (c) information received by the Receiving Party from a third party that did not have a confidentiality obligation; or (d) information independently developed by Supplier or Buyer. CLAUSE 27.- ANNOUNCEMENTS AND PUBLICITY Neither Party shall make any public announcement or issue any public circular (including a media or press release) relating to this Agreement or its subject matter without the prior written consent of the other Party, except where any disclosure is required by any legal, accounting or regulatory authority or required by the rules and regulations of any recognised Stock Exchange, but such disclosure shall only be to the extent required. Except as expressly provided in this Agreement, neither Party will use the name of the other Party, or any of the other Party's associated companies, as a reference or in any advertising or promotional materials without that other party's prior written consent, such consent not to be unreasonable withheld or delayed. CLAUSE 28.- COSTS Each Party shall bear and pay its own costs and expenses relating to the negotiation, preparation, execution and implementation of this Agreement and each document referred to herein. CLAUSE 29.- NO WAIVER A Party's delay or failure to exercise any right, power or interest under this Agreement shall not operate as a waiver of it, and any partial exercise of any right, power or interest shall not preclude exercise of any other right, power or interest. No Party to this Agreement shall be deemed to have waived any rights arising out of the Agreement or out of any default or breach hereunder, unless such Party executes the waiver in writing. If a Party waives any right arising out of the Agreement or out of any default or breach of another Party, such waiver shall not be construed to constitute a waiver of any other right arising out of the Agreement or out of the default or breach of another Party, even if the latter is similar to the prior. 19 CLAUSE 30.- LANGUAGE This Contract shall be written in a English version in four counterparts originals. CLAUSE 31.- CHOICE OF LAW This agreement shall in all respects be governed and construed in accordance with the published law and regulations of Spain. CLAUSE 32.- DISPUTES RESOLUTION Any and all disputes, controversies or differences which may arise between the parties hereto out of or in relation to this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) shall be settled between the parties hereto by their amicable endeavours. However, if in spite of such amicable endeavours of the parties hereto, no such solution can be reached within sixty (60) days after occurrence of such disputes, controversies or differences, then, they shall be finally settled (without being submitted to any court) by arbitration at the International Chamber of Commerce under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. The venue for such arbitration process shall be Paris(France). The language of the arbitration process shall be English. The arbitral award shall be final and binding upon the Parties. Arbitration expenses shall be borne by the losing Party, except as otherwise awarded by the Arbitration tribunal. In the event of arbitration, the Parties shall continue to perform their obligations under this Agreement as reasonable as possible and to the extent practical, with the exception of those parts of this Agreement which are under arbitration. CLAUSE 33.- COUNTERPARTS. This Agreement may be signed in any number of counterparts and delivered by facsimile and each counterpart shall represent a fully executed original as if signed by legally authorized representatives of both Parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement in four (4) original instruments, to be executed and delivered in the English language as of the date first above written, in a manner legally binding upon them, by their duly authorized officers, each of which shall be retained by Supplier and Buyer respectively.

- ------------------------------------------------------------------------- BAODING TIANWEI YINGLY NEW ACCIONA ENERGIA, S.A. ENERGY RESOURCES, CO - ------------------------------------------------------------------------- /s/ Liansheng Miao /s/ Fermin Gembero Ustarroz - ------------------------------------------------------------------------- Name: Liansheng Miao Name: Fermin Gembero Ustarroz - ------------------------------------------------------------------------- Position: Chairman Position: General Manager - -------------------------------------------------------------------------

(Seal of the Buyer) 21 EX-10.28 49 h00847exv10w28.txt EX-10.28 SALE AND PURCHASE AGREEMENT EXHIBIT 10.28 SALE AND PURCHASE AGREEMENT THIS AGREEMENT is made on March 7,2007. BETWEEN: (1) SINOLINK DEVELOPMENT LIMITED, whose registered office is at: Suite 901B 9/FiA Kinwick CentreiA32 Hollywood RoadiA CentraliAHong Kong (THE BUYER); and (2) BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO. LTD., whose registered office is at No.3055 Middle Fuxing Road, Baoding (071051) CHINA (THE SELLER/THE MANUFACTURER). WHEREBY IT IS AGREED as follows: 1. The Seller undertakes to supply eight (8) megawatt solar modules (the "Product") to the Buyer for the delivery duration from April 2007 to Dec 2007. The Seller undertakes to supply the said product in accordance with the Monthly Delivery Plan confirmed by the Parties at least two weeks in advance before the new month begins, otherwise the Seller shall liable for the cost of obtaining equivalent products. 2. The Seller shall sell and the Buyer shall purchase the Products specified below: 2.1 Product Description: 160Wp-180Wp, 1310x990x50 and/or 1580x808x50 Poly-crystal silicon solar module (including connectors and cables) 2.2 Price per watt: USD[-]*1 F.O.B. (Upper limit) for the delivery duration period between April 2007 to Dec 2007, quarterly price review between the parties shall be carried one month before the new quarter begins, the price quoted from the Seller to the Buyer is the most favorable price, and in accordance with the market situation. 3. The technical specification (see appendix and/or attachments), the particular conditions, the general conditions and warranties supplied by the Seller to the Buyer shall be deemed to form and be read and construed as part of this Agreement. Each party represents to the other party that all representations made by it pursuant to the Agreement are true and accurate as of the date of this Agreement. The Seller undertakes to give the Buyer prior written notice for any amendment, alteration to the said products. The Buyer can decide either to accept or refuse the delivery of the modified products. The Seller undertakes to fully comply all technical specifications provide by the Buyer. The standard of measurement shall according to the test reports from the Frauenhofer Institute provided by the Buyer from time to time. - -------------------- * INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 1 4. The Consideration shall be paid by the Buyer to the Seller as follows: 4.1 The currency used for the transactions can be settled either in US dollar or EURO. The Seller agrees the Buyer can choose the most preferable currency upon placing the purchase order. 4.2 All prices quoted from the Seller to the Buyer is F.O.B. (Free On Board). The Seller undertakes to give the Buyer the most favorable price both for unit projects and for regular roof-top project orders. 4.3 The pattern of payment shall be: [-]*. The Seller shall provide the proof information of the freight forwarder that the products invoiced have been shipped to the Buyer. Such information will usually be provided via the Bill of Lading, a packing list, certificate of origin and the commercial invoice. 5. Time of Shipment. Within 24hours after the inspection of goods by the Buyer or its authorized representatives. 6. Completion documentation shall consist as follows: 6.1 Full set of Bills of Lading. 6.2 Three set of invoice. 6.3 Three set of Packing List. 6.4 Shipment Notice from the Seller. The Seller shall inform the Buyer within 24 hours of the shipment dispatched of the name of the vessel, voyage number, date, quantity, weight and value of the shipment by fax. The Bill of Lading, invoice and packing list shall be faxed to the Buyer when it's available, followed with original copy courier to the Buyer's Representative Office in Beijing. 7. Packing and Shipment. 7.1 Package. Seaworthy packing, the Seller undertakes the packing is free from any mechanical, chemical, corrosion or other damage sustained during transport, handling, storage, erection or subsequent to erection. 7.2 All components shall have a bar code or serial number, main component shall consist technical specification label on its back, detailed bar code or serial numbers of the components shall be seen outside the box or carton. 7.3 Port of Loading: Xingang, Tianjin, China. 7.4 Port of Destination: Seaport Germany. - -------------------- * INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 2 7.5 The Seller shall at all times and at its own expense strictly comply with all applicable laws, rules, regulations and government orders, now or hereafter in effect, relating to the export with respect to the Products or its performance of this Agreement. 8. The Seller shall responsible for the safety and free from any damages of the products prior the products on board. The Buyer shall responsible for the transportation insurance thereafter. 9. Warranties and Technical Specification. 9.1 The Seller/Manufacture warrants that all the product supplied to the Buyer, includes but not limited to all relevant accessories, devices, parts, connectors, cord and wires supplied to the Buyer and/or its principals are manufactured from approved materials that is fully comply with industry standard (IEC61215, CE and TUV safety Class II) and/or in accordance with the Buyers recommendations and will have a full warranted period of 60 months from the date of shipment for the replacement and exchange of affected product. 9.2 The Seller/Manufacture shall only be liable for: (a) the cost of replacing the product, labor cost associated with the installation or removal of affected product; (b) the cost of obtaining equivalent product; (c) the cost of shipment and transportations for product exchange and replacement; or (d) the cost of having the project repaired, replaced, whichever is the lower. 9.3 Specification. The specification of solar panel will be indicated in the labels. Power tolerance shall be (a) all positive (+%) for each container; and (b) -3%to+3% for each module within the same container. 9.4 The Seller/Manufacture confirms and provides the Buyer with IEC61215, CE and TUV safety class II certifications. And any other certifications from time to time should there are any new changes or amendments to the Products. 9.5 The Seller shall provide the Buyer flash-testing results of the products before each shipment. The reference panel for flash-testing shall be based on measurement of the Frauenhofer Institute in Germany. 9.6 The Manufacturer represents and warrants to the Buyer that the solar panel to be free from any defects in the absence of misapplication, mis-installation or omission on the part of the Seller. Without prejudice to any other remedy available to the Buyer, the Manufacture promises that it shall provide free repair, replacement or buy-back from the customer on the date of purchase price within 60 months from the date of the shipment which appears on the Bill of Lading. The Manufacture further guarantees that the output power of its PV module will reach 90% or above during the first 10 years from the date of installation, 80% 3 or above within 25 years from the date of installation, otherwise free replacement or buy-back according purchase price services will be provided by the Manufacture. 10. General Terms. 10.1 The Seller agrees not directly or engage any person, agent, associates, or consultant in sell, market or distribute the Products to the Buyer's principals or customers without obtain prior written consent from the Buyer. 10.2 The Seller shall assist the Buyer in contact the Buyer's shipping forwarder ten days in advance of each shipment to ensure the shipment can be booked and collected by the Seller. 10.3 Inspection before shipment. The Buyer or its duly authorized representative shall carry out inspection of the goods in the Manufacture's site, and shall issue a duplicate letter of inspection to the parties. If the Buyer or its representative fails to carry out the inspection three days prior the shipment, the Seller may deemed the goods has been duly inspected and satisfied by the Buyer, and the Seller can dispatch the shipment. The Buyer shall carry out further inspections whenever the Buyer feels it is appropriate or necessary. 10.4 Each of the obligations, warranties and undertakings set out in this Agreement which is not fully performed at completion will continue in force after completion. 10.5 Confidentiality. Neither party shall disclose the terms of this Agreement to any third party except as required by laws or as reasonable required to protect or enforce a party's rights. The disclosing party shall provide the other with prior written notice of any such required disclosure. 11. Dispute Resolution. Any dispute or difference arising out of or in connection with this Agreement shall first be settled amicably between the parties. If the negotiation is abandoned by either party, then such dispute or difference shall be referred to and determined by arbitration at Hong Kong International Arbitration Center and in accordance with its Domestic Arbitration Rules. 12. This Agreement shall in all respects is governed by and shall be interpreted in accordance with the Domestic Laws. 4 AS WITNESS the hands of the parties hereto the date first hereinbefore written. SIGNATORIES SIGNED by /s/ Liansheng Miao -------------------------------------------- Liansheng Miao, Chief Executive Officer for and on behalf of THE BUYER in the presence of: SIGNED by /s/ Tianyi Shi -------------------------------------------- Tianyi Shi for and on behalf of THE SELLER in the presence of: 5 EX-10.29 50 h00847exv10w29.txt EX-10.29 SUPPLY AGREEMENT NOV 13,2006 EXHIBIT 10.29 SUPPLY AGREEMENT between Wacker Chemie AG Hanns-Seidel-Platz 4 81737 Munich Federal Republic of Germany - hereinafter referred to as "WACKER" - and Tianwei Yingli New Energy Resources Co.Ltd No. 3055 Middle Fuxing Road Bao Ding City P.R.China (071051) - hereinafter referred to as "BUYER" - PREAMBLE BUYER has requirements for polycrystalline Silicon. WACKER is willing to supply BUYER with polycrystalline Silicon. Now, therefore, in consideration of the foregoing and the mutual premises hereinafter contained, WACKER and BUYER agree as follows: 1. PRODUCT WACKER agrees to sell and deliver and BUYER agrees to purchase and take the polycrystalline Silicon manufactured by WACKER as defined per specification set forth in APPENDIX A (hereinafter referred to as "PRODUCT"). 2. QUANTITIES 2.1 The BUYER shall make the agreed prepayment according to the payment schedule set forth in APPENDIX A. WACKER shall sell and deliver to BUYER and BUYER will purchase and take from WACKER the annual quantities of PRODUCT set forth in APPENDIX A. 3. PRICES / PAYMENT TERMS 3.1 The prices for the PRODUCT are set forth in APPENDIX A. 3.2 The prices under Section 3.1 above shall be firm until 31.12.2017 and only subject to change, if the relevant energy price index, defined in APPENDIX C, increases or decreases by more than 20%. The agreed prices will be adjusted by the rate (Euro/kg) as specified in the table in APPENDIX C. 2 3.3 WACKER shall invoice BUYER with each shipment of PRODUCT. BUYER shall pay such invoices net within [-]* ([-]*) days from the date of such invoices. 4. DELIVERY 4.1 PRODUCT shall be delivered FOB German seaport (Incoterms 2000). 4.2 All deliveries of PRODUCT are subject to WACKER's General Conditions of Sale set forth in APPENDIX B and hereby made part of this Agreement, provided, however, that if there is any conflict between the terms of this Agreement and the said Conditions of Sale the terms of this Agreement shall prevail. 4.3 The agreed annual quantities for the years 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016 and 2017 will be shipped in about equal monthly installments. 5. QUALITY / INSPECTION AND TESTING 5.1 The PRODUCT supplied by WACKER shall conform to the specifications set forth in APPENDIX A. 5.2 It is understood and expressly agreed that the PRODUCT delivered by WACKER hereunder are PRODUCTS of technical quality only and BUYER is exclusively responsible for fitness for purpose, handling, use and application of the PRODUCT. 5.3 Upon receipt of each shipment of PRODUCT BUYER shall inspect the PRODUCT. Unless BUYER notifies WACKER within [-]* ([-]*) days after the arrival of the shipment at Buyer's premises or warehouse, that it does not conform to the quantity ordered or WACKER's certificate of quality does not conform to the specifications set forth in APPENDIX A, said shipment shall be deemed to have been delivered as ordered and WACKER's certificate of quality shall be deemed to conform to the specifications. 6. WARRANTY/LIABILITY 6.1 WACKER warrants solely that the PRODUCT delivered shall conform to the specifications set forth in APPENDIX A. Except for the warranty provided above, WACKER disclaims any and all other express or implied warranties with respect to the PRODUCT, and any warranty of merchantability or fitness for a particular purpose is expressly disclaimed. 6.2 BUYER's exclusive remedy and WACKER's sole obligation for any claim or cause of action arising under this Agreement because of defective PRODUCT is expressly limited to either (i) the replacement of non-conforming PRODUCT or the repayment of the purchase price of the respective quantity of PRODUCT; OR (ii) payment not to exceed - ---------- * INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 3 the purchase price of the specific quantity of PRODUCT for which damages are claimed. Any remedy is subject to BUYER giving WACKER notice as provided for in Section 5.3. 6.3 The parties agree that the remedies provided in this Agreement are adequate and that except as provided for above, neither party shall be liable to the other, whether directly or by way of indemnity or contribution for special, incidental, consequential or other damages arising from the breach of any obligation hereunder or for any other reason whatsoever, including actions for tort, strict or product liability, patent or trademark infringement except as provided for herein. 7. CONFIDENTIALITY 7.1 BUYER may use all the information disclosed by WACKER under this Agreement only for the purposes contemplated herein. 7.2 BUYER agrees to keep secret such information and to take the necessary measures to prevent any disclosure to third parties. 7.3 BUYER is responsible for assuring that secrecy is maintained by its employees and agents. 7.4 The secrecy obligation does not apply to information - where BUYER can prove that is was known to BUYER prior to its receipt; - which is or has become generally available to the public prior to its receipt; - which is or has become generally available to the public without being the result of a breach of this Agreement; - which is in accordance with information BUYER received or got access to from an entitled person without any obligation of secrecy; - where WACKER approved the disclosure in a particular case in writing. 7.5 The secrecy obligation shall survive the term of this Agreement. 8. SECURITY INTEREST BUYER hereby grants WACKER a continuing security interest in any PRODUCT and in the proceeds (including proceeds of sale or insurance) until the entire purchase price for the PRODUCT currently or previously sold to BUYER is paid and until all late payment interest, legal fees and expenses required to enforce WACKER's rights and any costs, expenses, taxes or other charges required to be paid by BUYER to WACKER have been paid in full. BUYER specifically agrees that WACKER may file one or more financing statements or other documents and take all necessary or appropriate in order to create, perfect, preserve or enforce WACKER's security interest in the PRODUCT pursuant to the Uniform Commercial Code and other applicable law, and hereby grants to WACKER a power of attorney to execute such statements or documents in BUYER's name. WACKER's reasonable costs and expenses (including, but not limited to, attorney's fees and expenses for pursuing, searching for, receiving, taking, keeping, storing, advertising 4 and selling the PRODUCT shall be paid by BUYER who shall remain liable for any deficiency resulting from a sale of the PRODUCT and shall pay any deficiency forthwith on demand. The requirement of reasonable notice of sale shall be met if such notice is mailed and addressed to BUYER at its last address appearing on WACKER's records at least 30 days prior to the date of sale. 9. FORCE MAJEURE 9.1 If either party should be prevented or restricted directly or indirectly by an event of Force Majeure as hereinafter defined from performing all or any of its obligations under this Agreement, the party so affected will be relieved of performance of its obligations hereunder during the period that such event and its consequences will continue, but only to the extent so prevented, and will not be liable for any delay or failure in the performance or any of its obligations hereunder or loss or damage whether direct, general, special or consequential which the other party may suffer due to or resulting from such delay or failure, provided always that prompt notice is given by the affected party to the unaffected party by facsimile or telephone of the occurrence of the event constituting the Force Majeure, together with details thereof and an estimate of the period of time for which it will continue. 9.2 The term Force Majeure shall include without limitation strike, labor dispute, lock out, fire, explosion, flood, war (accident), act of god or any other cause beyond the reasonable control of the affected party, whether similar or dissimilar to the causes enumerated above. 10. ASSIGNMENT This Agreement or any part thereof is not assignable by either party without the prior written consent of the other party. 11. ENTIRE AGREEMENT 11.1 This Agreement constitutes the whole agreement between the parties as to the subject matter thereof and no agreements, representations or warranties between the parties other than those set out herein are binding on the parties. 11.2 No waiver, alteration, or modification of this Agreement shall be valid unless made in writing and signed by authorized representatives of the parties. 12. SEVERABILITY In the event, any provision of this Agreement shall be declared invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 5 13. HEADINGS The headings of the articles of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the construction hereof. 14. DURATION / TERMINATION 14.1 This Agreement will commence on the 01.01.2007 and will endure for a defined period of 11 (eleven) years. 15. APPLICABLE LAW/ JURISDICTION This Agreement shall be construed and the legal relations between the parties hereto shall be determined in accordance with the laws of Germany; the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Exclusive place of jurisdiction shall be Munich. Wacker Chemie AG Tianwei Yingli New Energy Resources Co. Ltd WACKER POLYSILICON Date: November 13, 2006 Date: November 13, 2006 /s/ Eward Shindlbeck /s/ Reimund Huber /s/ Liansheng Miao - ----------------------- -------------------------- ------------------------------------------- Ewald Schindlbeck Reimund Huber President Director Marketing & Sales 6 APPENDIX A SOLARQRADE POLYSILICON SPECIFICATION PCL-NCS (B)

Calendar year Annual quantity (kg) Price EURO/kg FOB German Seaport 2009 [-]* [-]* 2010 [-]* [-]* 2011 [-]* [-]* 2012 [-]* [-]* 2013 [-]* [-]* 2014 [-]* [-]* 2015 [-]* [-]* 2016 [-]* [-]* 2017 [-]* [-]*

PREPAYMENT SCHEDULE The BUYER will prepay the amount of [-]* Euro/kg for the total above agreed contract quantity. The invoices, regarding deliveries up to the annual agreed quantity, will be reduced by [-]* Euro/kg with each shipment. So WACKER's invoice will state the above agreed prices on the invoice, but will make note, that the BUYER has only to pay the invoice amount reduced by [-]* Euro/kg. [-]* Euro/kg of the prepayment remain at WACKER. Regarding to the agreed annual quantities the total prepayment amount of Euro [-]* ([-]*) has to be paid according to the following schedule on the account of Wacker Chemie AG: January 5th, 2007 Euro [-]* ([-]*) In case the BUYER does fail to take the full amount of the agreed annual quantity in one respective calendar year, WACKER does not have to repay the not absorbed outstanding prepayment (regarding the respective calendar year), BUYER also doesn't have the right to set this prepayment against deliveries of the following year. - ---------- * INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 7 APPENDIX B GENERAL CONDITIONS OF SALE 1. GENERALLY: All our supplies and services as well as all contracts concluded with us are exclusively subject to the following conditions of sale. Terms of the Purchaser which contradict or which deviate from our sales terms and which are not expressly recognised by us are not valid even if we do not expressly object to them. Where a continuing business relationship exists, all future contracts, supplies and services are also subject to our conditions of sale. 2. OFFER, CONCLUSION OF CONTRACT: Our offers are subject to change and non-binding. Orders are only valid if confirmed by us in writing or if recognised by us through the act of delivery. Any additional verbal agreements, supplements and modifications are also only valid if confirmed in writing. 3. DELIVERY, DEFAULT: 3.1 Unless otherwise agreed, any dates quoted for delivery are non-binding. 3.2 We are entitled to make partial deliveries as far as the Purchaser must reasonably accept this in the circumstances of an individual case. The corresponding invoices issued are payable without regard to whether complete delivery has been made. 3.3 In the event delivery is delayed, the Purchaser may set us a reasonable grace period with the notice that he rejects the acceptance of the delivery item after expiry of the grace period. After the expiry of the grace period, the Purchaser is entitled to cancel the contract of sale through written notice or to request damages instead of performance. At our request the Purchaser is obligated to state within a reasonable period whether he cancels the contract due to delay in delivery, seeks damages instead of performance or insists on performance. 3.4 Our liability is set forth in para. 9. Furthermore in the event of slight negligence, our liability is limited to the invoice value of the respective delivery item. 4. RETURN OF LOAN PACKAGING: In the event of delayed return (meaning in the event normal uploading times are exceeded) of loading equipment, loading banks and other loan packaging we reserve the right to charge the Purchaser for the costs incurred by us. 5. PRICES: 5.1 Unless otherwise expressly agreed, prices are quoted "ex works" excluding packaging and plus delivery and shipping costs as well as plus any applicable Value Added Tax. 8 5.2 The prices valid on the day of dispatch shall apply. Should the latter be higher than the contractual price, the Purchaser is entitled to cancel the contract with regard to the quantities still to be delivered. Cancellation shall be made within 14 days after notification of said price increase. 6. PAYMENT: 6.1 The payment shall be made in Euro to one of our bank accounts indicated on the reverse side. 6.2 Should Purchaser be in arrears with payment, interest for default shall be due and payable at 12%, but at least 8% above the respective base interest rate. We reserve the right to claim further damages. If the interest we claim is higher than the statutory interest for delayed payment, the Purchaser has the right to demonstrate lower damages just as we have the right to show that greater damages were incurred. 6.3 Should Purchaser be in arrears with payment or should there be reasonable doubts as to Purchaser's solvency or credit rating, we are -- without prejudice to our other rights -- entitled to require payment in advance for deliveries not yet made, and to require immediate payment of all our claims arising from the business relation. 6.4 Bills of exchange and cheques shall be accepted upon separate agreement and only by way of payment. All expenses incurred in this regard shall be borne by the Purchaser. 6.5 Only uncontested or legally proved claims shall entitle the Purchaser to set-off or withhold payment. 7. FORCE MAJEURE: Events of Force Majeure, in particular strikes, lock outs, operation or transport interruptions, including at our suppliers, shall suspend the contractual obligations of each party for the period of the disturbance and to the extent of its effects. Should the delays caused exceed a period of 6 weeks, both parties shall be entitled to cancel the contract, with respect to the contractual performance affected by such delays. No other claims exist. 8. QUALITY: 8.1 All our data, especially data relating to product suitability, processing and use, as well as to technical support, have been compiled to the best of our knowledge. The Purchaser, however, must still perform his own inspections and preliminary trials. 8.2 The Purchaser undertakes to examine the goods immediately after delivery with respect to any defects concerning quality and suitability of purpose and object to ascertainable defects. Sample testing shall also be performed if this can be reasonably expected of the Purchaser. Failure to proceed in aforesaid manner shall result in the goods being regarded as accepted. 9 8.3 Complaints must be made within 8 days after receipt of the goods. In case of hidden faults, however, complaints are to be made immediately on discovery, within one year after receipt at the very latest. Said claims shall only be taken into consideration if and when made in writing and with the relevant documentation attached. To comply with the time limit it shall be sufficient if the complaint is sent in good time. 8.4 We are not liable on the basis of public statements by us, the manufacturer or his agents, if we were not aware of the statement or were not required to have knowledge thereof, the statement was already corrected at the time of the purchase decision or the Purchaser cannot show that the statement influenced his purchase decision. 8.5 We are not liable for defects which only marginally reduce the value or the suitability of the object. A marginal defect exists in particular if the defect can be removed by the Purchaser himself with insignificant effort. 8.6 If the Purchaser requests replacement performance due to a defect, we may choose whether we remove the defect ourselves or deliver a defect-free object as a replacement. The right to reduce the price or cancel the contract in the event of unsuccessful replacement performance shall remain unaffected. 8.7 Where complaints are justified, the goods may only be returned to us at our expense if after we receive notice of the defect we do not offer to collect or dispose of the goods. 8.8 If increased costs arise because the Purchaser has transferred the goods to a place other than his commercial place of business, we shall charge the Purchaser for the increased costs in connection with the remedying of the defect, unless the transfer corresponds to the designated use of the object. 8.9 Damage and claims for reimbursement of expenses shall remain unaffected as far as not excluded by para. 9. 8.10 All claims due to a defect are subject to a limitation period of one year after delivery of the object. No warranty is made for used objects. The statutory limitation period for objects which are used for a building structure in accordance with their usual manner of use, and which cause the defectiveness thereof, shall remain unaffected. 8.11 The rights of the Purchaser under Sections 478, 479 German Civil Code remain unaffected. 9. LIABILITY: Our liability is excluded, regardless of the legal grounds. This shall not apply in the event of intentional actions or gross negligence by us or our legal representatives or agents or in the event of breach of material contractual duties. In the event of a slightly negligent breach of material contractual duties, our liability is limited to twice the invoice value of the respective delivery item. For damages due to delayed performance para. 3.4 shall also apply. Our liability for damages due to injury to life, the body or health, the 10 liability based on a guarantee and under mandatory statutory provisions, in particular the Product Liability Act, remain unaffected. 10. RESERVATION OF OWNERSHIP: 10.1 The goods that have been sold remain our sole property until all outstanding debts arising from the business connection with the Purchaser have been paid in full. The Purchaser has power of disposal of the purchased goods in the ordinary course of business, or he may process the goods until revocation by us. 10.2 Reservation of ownership and power of disposal, as laid down in clause 10.1, also apply to the full value of the manufactured goods produced by processing, mixing and blending or combining our goods. In each case we qualify as the manufacturer. In cases where the goods are processed, mixed and blended or combined with those of a third party, and where the reservation of the latter continues to apply, then we acquire joint ownership in proportion to the invoice value of those processed goods. If security rights of a third party are in fact or in law below that share, the difference will be to our benefit. 10.3 If the Purchaser resells our goods to third parties he hereby assigns the entire resulting payment claim -- or in the amount of our joint share therein (see para. 10.2) -- to us. In the event the parties agree on a current account, the respective balance amounts shall be assigned. However, the Purchaser shall be entitled to collect such payment claim on our behalf until we revoke such right or until his payments are discontinued. The Purchaser is only authorized to make assignment of these claims -- even only for the purpose of collection by way of factoring -- with our express written consent. 10.4 The Purchaser shall immediately give notice to us if any third party raises any claim with respect to such goods or claims which are owned by us. 10.5 If the value of the collateral exceeds our accounts receivable by more than 20% then we will release collateral on demand and at our discretion. 10.6 We are also entitled to take back goods on the basis of the reservation of title, even if we have not previously cancelled the contract. If products are taken back by way of the exercise of the reservation of ownership, this shall not constitute cancellation of the contract. 10.7 If the laws of the country in which the goods are located after delivery do not permit the Vendor to retain the title to said goods, but allow the retention of other similar rights to the delivery item, the Purchaser shall provide us with such other equivalent right. The Purchaser undertakes to assist us in the fulfilment of any form requirements necessary for such purpose. 11. PLACE OF FULFILMENT, APPLICABLE LAW AND JURISDICTION: 11.1 The originating point of the goods shall, in each case, be the place of fulfilment for the delivery. Munich shall be the place of fulfilment for payment. 11 11.2 Exclusively the laws of the Federal Republic of Germany shall apply between the parties. The application of the 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 11.3 If the Purchaser is a merchant or does not have a general place of jurisdiction in Germany, the place of jurisdiction is Munich. We shall, however, have the right to also bring a claim against the Purchaser at his general place of jurisdiction. Munich, 15th May 2002 12 APPENDIX C, PAGE 1 OF 2 Relevant Energy Price Index: "BAFA Grenzubergangspreis" for natural gas Source: http://www.bmwi.de/BMWi/Navigation/Energie/Energiestatistiken/energiestatistiken,did=53736.html Evaluation periods: - -- Arithmetic mean value out of 6 months - -- April to September for price adjustment of 1st half of the following year - -- October to March for price adjustment of 2nd half of year - -- Basis evaluation period: April 2006 -- September 2006 Price Adjustment Table: CB ... Index value of Basis evaluation period CN ... Index value of New evaluation period

CN/CB (%) Price Adjustment EURO/kg < - 60 % [-]* < - 40 % [-]* < - 20 % [-]* > + 20 % [-]* > + 40 % [-]* > + 60 % [-]* > + 80% [-]* etc. etc.

On the following example for the calculation of the price adjustment the procedure is explained in more detail. - ---------- * INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 13 APPENDIX C, PAGE 2 OF 2 EXAMPLE FOR CALCULATION OF PRICE ADJUSTMENT [FLOW CHART] EX-10.30 51 h00847exv10w30.txt EX-10.30 SUPPLY AGREEMENT AUG 10,2006 EXHIBIT 10.30 SUPPLY AGREEMENT between Wacker Chemie AG Hanns-Seidel-Platz 4 81737 Munich Federal Republic of Germany - hereinafter referred to as "WACKER" - and Tianwei Yingli New Energy Resources Co.Ltd No. 3055 Middle Fuxing Road Bao Ding City P.R.China (071051) - hereinafter referred to as "BUYER" - PREAMBLE BUYER has requirements for polycrystalline Silicon. WACKER is willing to supply BUYER with polycrystalline Silicon. Now, therefore, in consideration of the foregoing and the mutual premises hereinafter contained, WACKER and BUYER agree as follows: 1. PRODUCT WACKER agrees to sell and deliver and BUYER agrees to purchase and take the polycrystalline Silicon manufactured by WACKER as defined per specification set forth in APPENDIX A (hereinafter referred to as "PRODUCT"). 2. QUANTITIES 2.1 The BUYER shall make the agreed prepayment according to the payment schedule set forth in APPENDIX A. WACKER shall sell and deliver to BUYER and BUYER will purchase and take from WACKER the annual quantities of PRODUCT set forth in APPENDIX A. 3. PRICES / PAYMENT TERMS 3.1 The prices for the PRODUCT are set forth in APPENDIX A. 3.2 The prices under Section 3.1 above shall be firm until 31.12.2013 and only subject to change, if the relevant energy price index, defined in APPENDIX C, increases or decreases by more than 20%. The agreed prices will be adjusted by the rate (Euro/kg) as specified in the table in APPENDIX C. 2 3.3 WACKER shall invoice BUYER with each shipment of PRODUCT. BUYER shall pay such invoices net within [-]* ([-]*) days from the date of such invoices. 4. DELIVERY 4.1 PRODUCT shall be delivered FOB German seaport (Incoterms 2000). 4.2 All deliveries of PRODUCT are subject to WACKER's General Conditions of Sale set forth in APPENDIX B and hereby made part of this Agreement, provided, however, that if there is any conflict between the terms of this Agreement and the said Conditions of Sale the terms of this Agreement shall prevail. 4.3 The agreed annual quantities for 2009 will be shipped in the second half of the calendar year 2009. The agreed annual quantities for the years 2010, 2011,2012 and 2013 will be shipped in about equal monthly installments. 5. QUALITY / INSPECTION AND TESTING 5.1 The PRODUCT supplied by WACKER shall conform to the specifications set forth in APPENDIX A. 5.2 It is understood and expressly agreed that the PRODUCT delivered by WACKER hereunder are PRODUCTS of technical quality only and BUYER is exclusively responsible for fitness for purpose, handling, use and application of the PRODUCT. 5.3 Upon receipt of each shipment of PRODUCT BUYER shall inspect the PRODUCT. Unless BUYER notifies WACKER within [-]* ([-]*) days after the arrival of the shipment at Buyer's premises or warehouse, that it does not conform to the quantity ordered or WACKER's certificate of quality does not conform to the specifications set forth in APPENDIX A, said shipment shall be deemed to have been delivered as ordered and WACKER's certificate of quality shall be deemed to conform to the specifications. 6. WARRANTY/LIABILITY 6.1 WACKER warrants solely that the PRODUCT delivered shall conform to the specifications set forth in APPENDIX A. Except for the warranty provided above, WACKER disclaims any and all other express or implied warranties with respect to the PRODUCT, and any warranty of merchantability or fitness for a particular purpose is expressly disclaimed. 6.2 BUYER's exclusive remedy and WACKER's sole obligation for any claim or cause of action arising under this Agreement because of defective PRODUCT is expressly limited to either (i) the replacement of non-conforming PRODUCT or the repayment of the - -------- * INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 3 purchase price of the respective quantity of PRODUCT; OR (ii) payment not to exceed the purchase price of the specific quantity of PRODUCT for which damages are claimed. Any remedy is subject to BUYER giving WACKER notice as provided for in Section 5.3. 6.3 The parties agree that the remedies provided in this Agreement are adequate and that except as provided for above, neither party shall be liable to the other, whether directly or by way of indemnity or contribution for special, incidental, consequential or other damages arising from the breach of any obligation hereunder or for any other reason whatsoever, including actions for tort, strict or product liability, patent or trademark infringement except as provided for herein. 7. CONFIDENTIALITY 7.1 BUYER may use all the information disclosed by WACKER under this Agreement only for the purposes contemplated herein. 7.2 BUYER agrees to keep secret such information and to take the necessary measures to prevent any disclosure to third parties. 7.3 BUYER is responsible for assuring that secrecy is maintained by its employees and agents. 7.4 The secrecy obligation does not apply to information - where BUYER can prove that is was known to BUYER prior to its receipt; - which is or has become generally available to the public prior to its receipt; - which is or has become generally available to the public without being the result of a breach of this Agreement; - which is in accordance with information BUYER received or got access to from an entitled person without any obligation of secrecy; - where WACKER approved the disclosure in a particular case in writing. 7.5 The secrecy obligation shall survive the term of this Agreement. 8. SECURITY INTEREST BUYER hereby grants WACKER a continuing security interest in any PRODUCT and in the proceeds (including proceeds of sale or insurance) until the entire purchase price for the PRODUCT currently or previously sold to BUYER is paid and until all late payment interest, legal fees and expenses required to enforce WACKER's rights and any costs, expenses, taxes or other charges required to be paid by BUYER to WACKER have been paid in full. BUYER specifically agrees that WACKER may file one or more financing statements or other documents and take all necessary or appropriate in order to create, perfect, preserve or enforce WACKER's security interest in the PRODUCT pursuant to the Uniform Commercial Code and other applicable law, and hereby grants to WACKER a power of attorney to execute such statements or documents in BUYER's name. WACKER's reasonable costs and expenses (including, but not limited to, attorney's fees 4 and expenses for pursuing, searching for, receiving, taking, keeping, storing, advertising and selling the PRODUCT shall be paid by BUYER who shall remain liable for any deficiency resulting from a sale of the PRODUCT and shall pay any deficiency forthwith on demand. The requirement of reasonable notice of sale shall be met if such notice is mailed and addressed to BUYER at its last address appearing on WACKER's records at least 30 days prior to the date of sale. 9. FORCE MAJEURE 9.1 If either party should be prevented or restricted directly or indirectly by an event of Force Majeure as hereinafter defined from performing all or any of its obligations under this Agreement, the party so affected will be relieved of performance of its obligations hereunder during the period that such event and its consequences will continue, but only to the extent so prevented, and will not be liable for any delay or failure in the performance or any of its obligations hereunder or loss or damage whether direct, general, special or consequential which the other party may suffer due to or resulting from such delay or failure, provided always that prompt notice is given by the affected party to the unaffected party by facsimile or telephone of the occurrence of the event constituting the Force Majeure, together with details thereof and an estimate of the period of time for which it will continue. 9.2 The term Force Majeure shall include without limitation strike, labor dispute, lock out, fire, explosion, flood, war (accident), act of god or any other cause beyond the reasonable control of the affected party, whether similar or dissimilar to the causes enumerated above. 10. ASSIGNMENT This Agreement or any part thereof is not assignable by either party without the prior written consent of the other party. 11. ENTIRE AGREEMENT 11.1 This Agreement constitutes the whole agreement between the parties as to the subject matter thereof and no agreements, representations or warranties between the parties other than those set out herein are binding on the parties. 11.2 No waiver, alteration, or modification of this Agreement shall be valid unless made in writing and signed by authorized representatives of the parties. 12. SEVERABILITY In the event, any provision of this Agreement shall be declared invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 5 13. HEADINGS The headings of the articles of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the construction hereof. 14. DURATION / TERMINATION 14.1 This Agreement will commence on the 01.10.2006 and will endure for a defined period of 7 (seven) years and 3 (three) month. 15. APPLICABLE LAW/ JURISDICTION This Agreement shall be construed and the legal relations between the parties hereto shall be determined in accordance with the laws of Germany; the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Exclusive place of jurisdiction shall be Munich. Wacker Chemie AG Tianwei Yingli New Energy Resources Co. Ltd WACKER POLYSILICON Date: August 3, 2006 Date: August 10, 2006 /s/ Eward Shindlbeck /s/ Reimund Huber /s/ Liansheng Miao - --------------------- -------------------------- -------------------------------------------- Ewald Schindlbeck Reimund Huber President Director Marketing & Sales 6 APPENDIX A SOLARQRADE POLYSILICON SPECIFICATION PCL-NCS (B)

Calendar year 2009 2010 2011 2012 2013 ------------------------------------------------------ Annual quantity (kg) [-]* [-]* [-]* [-]* [-]* Price (EURO/kg) [-]* [-]* [-]* [-]* [-]* FOB German Seaport

PREPAYMENT SCHEDULE The BUYER will prepay the amount of [-]* Euro/kg for the total above agreed contract quantity. The invoices, regarding deliveries up to the annual agreed quantity, will be reduced by [-]* Euro/kg with each shipment. So WACKER's invoice will state the above agreed prices on the invoice, but will make note, that the BUYER has only to pay the invoice amount reduced by [-]* Euro/kg. [-]* Euro/kg of the prepayment remain at WACKER. Regarding to the agreed annual quantities the total prepayment amount of Euro [-]* ([-]*) has to be paid according to the following schedule on the account of Wacker Chemie AG: October 2nd, 2006 Euro [-]* ([-]*) In case the BUYER does fail to take the full amount of the agreed annual quantity in one respective calendar year, WACKER does not have to repay the not absorbed outstanding prepayment (regarding the respective calendar year), BUYER also doesn't have the right to set this prepayment against deliveries of the following year. - -------- * INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 7 APPENDIX B GENERAL CONDITIONS OF SALE 1. GENERALLY: All our supplies and services as well as all contracts concluded with us are exclusively subject to the following conditions of sale. Terms of the Purchaser which contradict or which deviate from our sales terms and which are not expressly recognised by us are not valid even if we do not expressly object to them. Where a continuing business relationship exists, all future contracts, supplies and services are also subject to our conditions of sale. 2. OFFER, CONCLUSION OF CONTRACT: Our offers are subject to change and non-binding. Orders are only valid if confirmed by us in writing or if recognised by us through the act of delivery. Any additional verbal agreements, supplements and modifications are also only valid if confirmed in writing. 3. DELIVERY, DEFAULT: 3.1 Unless otherwise agreed, any dates quoted for delivery are non-binding. 3.2 We are entitled to make partial deliveries as far as the Purchaser must reasonably accept this in the circumstances of an individual case. The corresponding invoices issued are payable without regard to whether complete delivery has been made. 3.3 In the event delivery is delayed, the Purchaser may set us a reasonable grace period with the notice that he rejects the acceptance of the delivery item after expiry of the grace period. After the expiry of the grace period, the Purchaser is entitled to cancel the contract of sale through written notice or to request damages instead of performance. At our request the Purchaser is obligated to state within a reasonable period whether he cancels the contract due to delay in delivery, seeks damages instead of performance or insists on performance. 3.4 Our liability is set forth in para. 9. Furthermore in the event of slight negligence, our liability is limited to the invoice value of the respective delivery item. 4. RETURN OF LOAN PACKAGING: In the event of delayed return (meaning in the event normal uploading times are exceeded) of loading equipment, loading banks and other loan packaging we reserve the right to charge the Purchaser for the costs incurred by us. 5. PRICES: 5.1 Unless otherwise expressly agreed, prices are quoted "ex works" excluding packaging and plus delivery and shipping costs as well as plus any applicable Value Added Tax. 8 5.2 The prices valid on the day of dispatch shall apply. Should the latter be higher than the contractual price, the purchaser is entitled to cancel the contract with regard to the quantities still to be delivered. Cancellation shall be made within 14 days after notification of said price increase. 6. PAYMENT: 6.1 The payment shall be made in Euro to one of our bank accounts indicated on the reverse side. 6.2 Should Purchaser be in arrears with payment, interest for default shall be due and payable at 12%, but at least 8% above the respective base interest rate. We reserve the right to claim further damages. If the interest we claim is higher than the statutory interest for delayed payment, the Purchaser has the right to demonstrate lower damages just as we have the right to show that greater damages were incurred. 6.3 Should Purchaser be in arrears with payment or should there be reasonable doubts as to Purchaser's solvency or credit rating, we are -- without prejudice to our other rights -- entitled to require payment in advance for deliveries not yet made, and to require immediate payment of all our claims arising from the business relation. 6.4 Bills of exchange and cheques shall be accepted upon separate agreement and only by way of payment. All expenses incurred in this regard shall be borne by the Purchaser. 6.5 Only uncontested or legally proved claims shall entitle the Purchaser to set-off or withhold payment. 7. FORCE MAJEURE: Events of Force Majeure, in particular strikes, lock outs, operation or transport interruptions, including at our suppliers, shall suspend the contractual obligations of each party for the period of the disturbance and to the extent of its effects. Should the delays caused exceed a period of 6 weeks, both parties shall be entitled to cancel the contract, with respect to the contractual performance affected by such delays. No other claims exist. 8. QUALITY: 8.1 All our data, especially data relating to product suitability, processing and use, as well as to technical support, have been compiled to the best of our knowledge. The Purchaser, however, must still perform his own inspections and preliminary trials. 8.2 The Purchaser undertakes to examine the goods immediately after delivery with respect to any defects concerning quality and suitability of purpose and object to ascertainable defects. Sample testing shall also be performed if this can be reasonably expected of the Purchaser. Failure to proceed in aforesaid manner shall result in the goods being regarded as accepted. 9 8.3 Complaints must be made within 8 days after receipt of the goods. In case of hidden faults, however, complaints are to be made immediately on discovery, within one year after receipt at the very latest. Said claims shall only be taken into consideration if and when made in writing and with the relevant documentation attached. To comply with the time limit it shall be sufficient if the complaint is sent in good time. 8.4 We are not liable on the basis of public statements by us, the manufacturer or his agents, if we were not aware of the statement or were not required to have knowledge thereof, the statement was already corrected at the time of the purchase decision or the Purchaser cannot show that the statement influenced his purchase decision. 8.5 We are not liable for defects which only marginally reduce the value or the suitability of the object. A marginal defect exists in particular if the defect can be removed by the Purchaser himself with insignificant effort. 8.6 If the Purchaser requests replacement performance due to a defect, we may choose whether we remove the defect ourselves or deliver a defect-free object as a replacement. The right to reduce the price or cancel the contract in the event of unsuccessful replacement performance shall remain unaffected. 8.7 Where complaints are justified, the goods may only be returned to us at our expense if after we receive notice of the defect we do not offer to collect or dispose of the goods. 8.8 If increased costs arise because the Purchaser has transferred the goods to a place other than his commercial place of business, we shall charge the Purchaser for the increased costs in connection with the remedying of the defect, unless the transfer corresponds to the designated use of the object. 8.9 Damage and claims for reimbursement of expenses shall remain unaffected as far as not excluded by para. 9. 8.10 All claims due to a defect are subject to a limitation period of one year after delivery of the object. No warranty is made for used objects. The statutory limitation period for objects which are used for a building structure in accordance with their usual manner of use, and which cause the defectiveness thereof, shall remain unaffected. 8.11 The rights of the Purchaser under Sections 478, 479 German Civil Code remain unaffected. 9. LIABILITY: Our liability is excluded, regardless of the legal grounds. This shall not apply in the event of intentional actions or gross negligence by us or our legal representatives or agents or in the event of breach of material contractual duties. In the event of a slightly negligent breach of material contractual duties, our liability is limited to twice the invoice value of the respective delivery item. For damages due to delayed performance para. 3.4 shall also apply. Our liability for damages due to injury to life, the body or health, the 10 liability based on a guarantee and under mandatory statutory provisions, in particular the Product Liability Act, remain unaffected. 10. RESERVATION OF OWNERSHIP: 10.1 The goods that have been sold remain our sole property until all outstanding debts arising from the business connection with the Purchaser have been paid in full. The Purchaser has power of disposal of the purchased goods in the ordinary course of business, or he may process the goods until revocation by us. 10.2 Reservation of ownership and power of disposal, as laid down in clause 10.1, also apply to the full value of the manufactured goods produced by processing, mixing and blending or combining our goods. In each case we qualify as the manufacturer. In cases where the goods are processed, mixed and blended or combined with those of a third party, and where the reservation of the latter continues to apply, then we acquire joint ownership in proportion to the invoice value of those processed goods. If security rights of a third party are in fact or in law below that share, the difference will be to our benefit. 10.3 If the Purchaser resells our goods to third parties he hereby assigns the entire resulting payment claim -- or in the amount of our joint share therein (see para. 10.2) -- to us. In the event the parties agree on a current account, the respective balance amounts shall be assigned. However, the Purchaser shall be entitled to collect such payment claim on our behalf until we revoke such right or until his payments are discontinued. The Purchaser is only authorized to make assignment of these claims -- even only for the purpose of collection by way of factoring -- with our express written consent. 10.4 The Purchaser shall immediately give notice to us if any third party raises any claim with respect to such goods or claims which are owned by us. 10.5 If the value of the collateral exceeds our accounts receivable by more than 20% then we will release collateral on demand and at our discretion. 10.6 We are also entitled to take back goods on the basis of the reservation of title, even if we have not previously cancelled the contract. If products are taken back by way of the exercise of the reservation of ownership, this shall not constitute cancellation of the contract. 10.7 If the laws of the country in which the goods are located after delivery do not permit the Vendor to retain the title to said goods, but allow the retention of other similar rights to the delivery item, the Purchaser shall provide us with such other equivalent right. The Purchaser undertakes to assist us in the fulfilment of any form requirements necessary for such purpose. 11. PLACE OF FULFILMENT, APPLICABLE LAW AND JURISDICTION: 11.1 The originating point of the goods shall, in each case, be the place of fulfilment for the delivery. Munich shall be the place of fulfilment for payment. 11 11.2 Exclusively the laws of the Federal Republic of Germany shall apply between the parties. The application of the 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 11.3 If the Purchaser is a merchant or does not have a general place of jurisdiction in Germany, the place of jurisdiction is Munich. We shall, however, have the right to also bring a claim against the Purchaser at his general place of jurisdiction. Munich, 15th May 2002 12 APPENDIX C, PAGE 1 OF 2 Relevant Energy Price Index: "BAFA Grenzubergangspreis" for natural gas Source: http://www.bmwi.de/BMWi/Navigation/Energie/Energiestatistiken/ energiestatistiken,did=53736.html Evaluation periods: - - Arithmetic mean value out of 6 months - - April to September for price adjustment of 1st half of the following year - - October to March for price adjustment of 2nd half of year - - Basis evaluation period: April 2006 - September 2006 Price Adjustment Table: CB ... Index value of Basis evaluation period CN ... Index value of New evaluation period

CN/CB (%) Price Adjustment EURO / kg < - 60 % [-]* < - 40 % [-]* < - 20 % [-]* > + 20 % [-]* > + 40 % [-]* > + 60 % [-]* > + 80% [-]* etc. etc.

On the following example for the calculation of the price adjustment the procedure is explained in more detail. - -------- * INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 13 APPENDIX C, PAGE 2 OF 2 EXAMPLE FOR CALCULATION OF PRICE ADJUSTMENT [FLOW CHART] EX-10.31 52 h00847exv10w31.txt EX-10.31 PURCHASE AGREEMENT . . . Exhibit 10.31 Translation PURCHASE CONTRACT Party A: Baoding Tianwei Yingli New Energy Resources Co., Ltd. Contract No.: YLXG070418 Party B: Sichuan Xinguang Silicon Science and Technology Co., Ltd. Date of Execution: April 10, 2007 After friendly discussions, in accordance with the Contract Law of People's Republic of China, Party A and Party B hereby enter into this contract (this "Contract") in Baoding, Hebei Province. I. Product Description, Specification, Quantity, Unit Price and Total Price:

Product Specification Time of Quantity Unit Price (per Total Price Description Delivery kilogram, tax included) - ------------------ ------------------- ---------------- ------------- --------------------- --------------------- Solar Grade Please see By December 200 Tons 1650 RMB 330,000,000 (In Silicon Exhibit I 31, 2007 Words): Three Washing-free (Product Hundred and Thirty Specification Million Description) for (Tax Included) details.

Product Specification Time of Quantity Unit Price (per kilogram, tax Description Delivery included) - ------------------ -------------------------- ---------------- ------------ ------------------------------------- Solar Grade Please see Exhibit I By December 1,000 Tons Fluctuates with the Market Price in Silicon (Product Specification 31, 2008 2008 Washing-free Description) for details.

II. Transportation and Packaging Criteria: The seller shall be responsible for delivery of the goods to Baoding Tianwei Yingli New Energy. Packing Criteria: Plastic Packaging: 5 kilograms/package. III. Time of Delivery: The shipment shall be made within 30 days after the Contract has been signed; All goods to be delivered in 2007 shall be delivered in batch to the place of delivery designated by the purchaser by December 31, 2007. IV. Acceptance Method: 1. An acceptance test shall be made with respect to the brand, quantity, type, specification and defects in appearance within 15 days after the goods have been delivered to the purchaser's plant. 1 2. Acceptance Method: Sample Test. 3. In the event of any dispute in connection with the acceptance, the relevant State inspection authority shall conduct a test for the products in accordance with the inspection criteria and methods for solar grade silicon washing-free materials, V. Terms of Payment: 100% Advance Payment: the seller shall give notice to the purchaser at least 7 days prior to delivery, and the purchaser shall make advance payment for all goods in this batch within 7 days; and the seller shall issue the VAT invoice (at a tax rate of 17%). VI. Liability for Breach In the event that either party breaches this Contract during the term hereof, the breaching party shall be liable for all responsibilities, including, but not limited to, actual losses, and litigation fees, attorney's fees and travel fees in connection with such liability. During the effective term hereof, Party A and Party B shall fully perform their obligations hereunder. In the event that either party fails to perform this Contract for any special reason, it shall give written notice to the other party hereto at least 90 days in advance; provided that the obligations of the parties hereto may only be revoked upon mutual agreement after friendly discussions with the other party hereto; and provided further that the liquidated damages shall be settled by the parties hereto through consultation. VII. Anything not addressed herein shall be solved by the parties through consultation. If no settlement can be reached through such consultation, the parties agree that either party may bring such dispute for judgment before the People's Court of competent jurisdiction where this Contract is executed. VIII. This Contract shall be executed in two (2) copies with each of the Party A and Party B holding one (1) copy, all of which shall become effective upon execution by the parties (a faxed copy of which shall be valid). Purchaser: Baoding Tianwei Yingli New Energy Seller: Sichuan Xinguang Silicon Science Resources Co., Ltd. (Seal) and Technology Co., Ltd. (Seal) Representative: /s/Zhao Zhiqiang Representative: /s/Chen Shaoping Address: 3055 Fuxingzhong Road, Baoding, Address: Leshan High&New Tech Industrial Heibei Development Zone, Leshan Telephone: 0312-8929869 Telephone: 0833-2596403 Fax: 0312-8929800 Fax: 0833-2596408 2 SUPPLEMENTAL AGREEMENT Party A: Baoding Tianwei Yingli New Energy Resources Co., Ltd. Party B: Sichuan Xinguang Silicon Science and Technology Co., Ltd. Date: April 10, 2007 With respect to the purchase contract entered into by Party A and Party B on April 10, 2007 (Contract No: YLXG070418) (the "Purchase Contract"), the parties hereby further agree as follows: The quantity of the goods to be delivered as set forth in Article I of the Purchase Contract (Contract No: YLXG070418) shall be subject to the actual quantity produced by Party B, and shall not be contractually binding upon Party B. The parties shall have the friendly cooperation spirit, and Party B shall use its best endeavors to assist Party A with the purchase of polycrystalline silicon. Party A: Baoding Tianwei Yingli New Energy Party B: Sichuan Xinguang Silicon Science Resources Co., Ltd. (Seal) and Technology Co., Ltd. (Seal) Representative: /s/Zhao Zhiqiang Representative: /s/Chen Shaoping Address: 3055 Fuxingzhong Road, Baoding, Address: Leshan High&New Tech Industrial Heibei Development Zone, Leshan Telephone: 0312-8929869 Telephone: 0833-2596403 Fax: 0312-8929800 Fax: 0833-2596408 3 Exhibit I Product Specification Description 1. Phosphorus test: type N, resistivity >100 OMEGA.cm; Boron test: type P, > 1000 OMEGA.cm; minority carriers lifetime >100 OM s; oxygen content: less than 10 to the 17th power/cm cubed; carbon content: less than 10 to the 16th power/cm cubed 2. There shall be no oxidizing layer or insoluble substance. 3. Chunk: diameter >40mm 4 EX-10.32 53 h00847exv10w32.txt EX-10.32 AMEND 1 TO 2006 STOCK INCENTIVE PLAN EXHIBIT 10.32 AMENDMENT NO. 1 TO YINGLI GREEN ENERGY HOLDING COMPANY LIMITED 2006 STOCK INCENTIVE PLAN THIS AMENDMENT is made on May 11, 2007 by Yingli Green Energy Holding Company Limited (the "Company"). WHEREAS, the Company adopted the Yingli Green Energy Holding Company Limited 2006 Stock Incentive Plan (the "Stock Incentive Plan") in December 2006; WHEREAS, Section 13 of the Stock Incentive Plan allows the Board of Directors of the Company to increase the total number of shares reserved for the purpose of the Stock Incentive Plan subject to approval of the shareholders of the Company; WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company to amend the Stock Incentive Plan as set forth below; and NOW, THEREFORE, upon approval by the shareholders of the Company, the Stock Incentive Plan shall be amended as set forth below: 1. Section 2(n) of the Stock Incentive Plan shall be deleted in its entirety and replaced with the following: "(n) FAIR MARKET VALUE: On a given date, (i) if there should be a public market for the Shares on such date, the arithmetic mean of the high and low prices of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or if the Shares are not listed or admitted on any national securities exchange, the arithmetic mean of the per Share closing bid price and per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted)(the "NASDAQ"), or, if no sale of Shares shall have been reported on the Composite Tape of any national securities exchange, including the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used, or (ii) if there should not be a public market for the Shares on such date, the Fair Market Value shall be the value established by the Committee in good faith. Notwithstanding the foregoing, if an Award is granted subject to the closing of a Qualified IPO, the Fair Market Value of a Share shall be equal to (i) the public offering price for one Share specified in the cover page of the final prospectus with respect to the Qualified IPO, or (ii) if other securities representing Shares are offered in the Qualified IPO, the public offering price for one such security specified in the cover page of the final prospectus with respect to the Qualified IPO divided by the number of Shares represented by each such security offered in the Qualified IPO." 2. Section 2(w) of the Stock Incentive Plan shall be deleted in its entirety and replaced with the following: 1 "(w) PLAN: This Yingli Green Energy Holding Company Limited 2006 Stock Incentive Plan, as may be amended from time to time in accordance with Section 13 hereof." 3. Sections 2(x), 2(y) and 2(z) of the Stock Incentive Plan shall be renumbered as Sections 2(y), 2(z) and 2(aa), respectively. 4. The following paragraph shall be inserted into the Stock Incentive Plan and become Section 2(x): "(x) QUALIFIED IPO: The closing of the Company's first firm commitment, underwritten public offering of Shares or securities representing Shares in connection with which Shares or such securities are listed and become publicly traded on an internationally recognized securities exchange (including NASDAQ)." 5. Section 3 of the Stock Incentive Plan shall be deleted in its entirety and replaced with the following: "3. SHARES SUBJECT TO THE PLAN The total number of Shares which may be issued under the Plan is 8,240,658. Among the total number of Shares which may be issued under the Plan, up to 2,715,243 Shares may be issued for the purpose of granting awards of restricted Shares and up to 5,525,415 Shares may be issued for the purpose of granting Options. The Shares may consist, in whole or in part, of authorized and unissued Shares, or Shares purchased on the open market. The issuance of Shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares which are subject to Awards which terminate or lapse without the payment of consideration may be granted again under the Plan." EX-21.1 54 h00847exv21w1.txt EX-21.1 SUBSIDIARIES OF THE REGISTRANT . . . EXHIBIT 21.1 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED LIST OF SUBSIDIARIES

JURISDICTION OF NAME INCORPORATION - ---- --------------- Baoding Tianwei Yingli New Energy Resources Co., Ltd. China Chengdu Yingli New Energy Resources Co., Ltd. China Tibet Tianwei Yingli New Energy Resources Co., Ltd. China Baoding Yingli Guangfu Co., Ltd. (Inactive) China Tibet Keguang Industries and Trading Co., Ltd. China

EX-23.1 55 h00847exv23w1.txt EX-23.1 CONSENT OF KPMG EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholder Yingli Green Energy Holding Company Limited We consent to the use of our report dated March 30, 2007, except as to the Note 25(e), which is as of April 26, 2007, with respect to the consolidated balance sheet of Yingli Green Energy Holding Company Limited and its subsidiary as of December 31, 2006, and the related consolidated statements of income, shareholder's equity and comprehensive income, and cash flows for the period from August 7, 2006 (date of inception) to December 31, 2006, and the consolidated balance sheets of Baoding Tianwei Yingli New Energy Resources Co., Ltd. and its subsidiary as of December 31, 2004 and 2005 and September 4, 2006, and the related consolidated statements of income, owners' equity, and cash flows for the years ended December 31, 2004 and 2005, and for the period from January 1, 2006 through September 4, 2006, included herein and to the reference to our firm under the heading "Experts" in the prospectus. /s/KPMG Hong Kong, China May 9, 2007 EX-99.1 56 h00847exv99w1.txt EX-99.1 CODE OF BUSINESS CONDUCT AND ETHICS EXHIBIT 99.1 CODE OF BUSINESS CONDUCT AND ETHICS OF YINGLI GREEN ENERGY HOLDING COMPANY LIMITED I. PURPOSE Yingli Green Energy Holding Company Limited and its subsidiaries (the "Company") is committed to conduct its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics. This Code of Business Conduct and Ethics (the "Code") contains general guidelines for conducting the business of the Company. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards. This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company will file with, or submit to, the U.S. Securities and Exchange Commission (the "SEC") and in other public communications made by the Company; (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of violations of the Code; and (v) accountability for adherence to the Code. II. APPLICABILITY This Code applies to all of the directors, officers, employees and advisors of the Company, whether they work for the Company on a full-time, part-time, consultative, or temporary basis (each an "employee" and collectively, the "employees"). The Board of Directors of the Company (the "Board") has appointed or will appoint a compliance officer for the Company (the "Compliance Officer"). If you have any questions regarding the Code or would like to report any violation of the Code, please call or email the Compliance Officer. Any questions or violations of the Code involving an executive officer, which include the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Technology Officer and Vice Presidents and any other persons who perform similar functions for the Company (each an "executive officer"), shall be directed or reported to any of our independent director on the Board or the members of the appropriate committee of the Board, and any such questions or violations will be reviewed directly by the Board or the appropriate committee of the Board. This Code was adopted by the Board on May 11, 2007 and will become effective concurrently with the Company's first public filing of a registration statement on Form F-1 with the SEC relating to the Company's initial public offering of its ordinary shares in the form of American Depositary Shares in the United States (the "IPO"). III. CONFLICTS OF INTEREST A. IDENTIFYING CONFLICTS OF INTEREST A conflict of interest occurs when an employee's private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. You should actively avoid any private interest that may influence your ability to act in the interests of the Company or that may make it difficult to perform your work objectively and effectively. In general, the following should be considered conflicts of interest: 1. Competing Business. No employee may be concurrently employed by a business that competes with the Company or deprives it of any business. 2. Corporate Opportunity. No employee should use corporate property, information or his or her position with the Company to secure a business opportunity that would otherwise be available to the Company. If you discover a business opportunity that is in the Company's line of business, through the use of the Company's property, information or position, you must first present the business opportunity to the Company before pursuing the opportunity in your individual capacity. 3. Financial Interests. (i) No employee may have any financial interest (ownership or otherwise), either directly or indirectly through a spouse or other family member, in any other business entity if such financial interest adversely affects the employee's performance of duties or responsibilities to the Company, or requires the employee to devote certain time during such employee's working hours at the Company; (ii) no employee may hold any ownership interest in a privately-held company that is in competition with the Company; (iii) an employee may hold up to but no more than 1.0% ownership interest in a publicly traded company that is in competition with the Company; and (iv) no employee may hold any ownership interest in a company that has a material business relationship with the Company. If an employee's ownership interest in a business entity described in clause (iii) above increases to more than 1.0%, the employee must immediately report such ownership to the Compliance Officer. 4. Loans or Other Financial Transactions. No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier or competitor of the Company. This 2 guideline does not prohibit arms-length transactions with recognized banks or other financial institutions. 5. Service on Boards and Committees. No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably could be expected to conflict with those of the Company. Employees must obtain prior approval from the Board before accepting any such board or committee position. The Company may revisit its approval of any such position at any time to determine whether service in such position is still appropriate. It is difficult to list all of the ways in which a conflict of interest may arise, and we have provided only a few, limited examples. If you are faced with a difficult business decision that is not addressed above, ask yourself the following questions: o Is it legal? o Is it honest and fair? o Is it in the best interests of the Company? B. DISCLOSURE OF CONFLICTS OF INTEREST The Company requires that employees fully disclose any situations that reasonably could be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it immediately to the Compliance Officer. Conflicts of interest may only be waived by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public to the extent required by law. C. FAMILY MEMBERS AND WORK The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence an employee's objectivity in making decisions on behalf of the Company. If a member of an employee's family is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship, and the terms and conditions of the relationship, must be no less favorable to the Company compared with those that would apply to a non-relative seeking to do business with the Company under similar circumstances. Employees should report any situation involving family members that could reasonably be expected to give rise to a conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, "family members" or "members of your family" include your spouse, brothers, sisters and parents, in-laws and children. 3 IV. GIFTS AND ENTERTAINMENT A. GENERALLY The giving and receiving of gifts is common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. However, gifts and entertainment should never compromise, or appear to compromise, your ability to make objective and fair business decisions. It is the responsibility of employees to use good judgment in this area. As a general rule, employees may give or receive gifts or entertainment to or from customers or suppliers only if the gift or entertainment could not be viewed as an inducement to any particular business decision. All gifts and entertainment expenses made on behalf of the Company must be properly accounted for on expense reports, and all gift and entertainment expenses exceeding RMB1,000 made on behalf of the Company must be approved by the head of the relevant department of the Company. Employees may only accept appropriate gifts. We encourage employees to submit gifts received to the Company. While it is not mandatory to submit small gifts, gifts of over RMB200 must be submitted immediately to the administration department of the Company. The Company's business conduct is founded on the principle of "fair transaction." Therefore, no employee may give or receive kickbacks, bribe others, or secretly give or receive commissions or any other personal benefits. B. UNITED STATES FOREIGN CORRUPT PRACTICES ACT COMPLIANCE The United States Foreign Corrupt Practices Act ("FCPA") prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. A violation of FCPA not only violates the Company's policy but is also a civil or criminal offense under FCPA which the Company is subject to after the Code becomes effective. No employee shall give or authorize directly or indirectly any illegal payments to government officials of any country. While the FCPA does, in certain limited circumstances, allow nominal "facilitating payments" to be made, any such payment must be discussed with and approved by your supervisor in advance before it can be made. C. POLITICAL CONTRIBUTIONS Except as approved in advance by the Chief Executive Officer or Chief Financial Officer of the Company, the Company prohibits political contributions (directly or through trade associations) by any employee on behalf of the Company. Prohibited political contribution activities include: (i) any contributions of Company funds or other assets for political purposes; (ii) encouraging individual employees to make any such contribution; and (iii) reimbursing an employee for any political contribution. 4 V. FAIR DEALING The Company strives to compete and to succeed through superior performacne and products and without the use of unethical or illegal practices. Accordingly, the Company's employees should respect the rights of, and should deal fairly with, the Company's customers, suppliers, competitors and employees and should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information or any material misrepresentation. For example, an individual should not: (i) give or receive kickbacks, bribe others, or secretly give or receive commissions or any other personal benefits; (ii) spread rumors about competitors, customers or suppliers that the individual knows to be false; (iii) intentionally misrepresent the nature of quality of the Company's products; or (iv) otherwise seek to advance the Company's interests by taking unfair advantage of anyone through unfair dealing practices, including engaging in unfair practices through a third party. VI. PROTECTION AND USE OF COMPANY ASSETS Employees should protect the Company's assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company's profitability. The use of the funds or assets of the Company, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited. To ensure the protection and proper use of the Company's assets, each employee should: (i) exercise reasonable care to prevent theft, damage or misuse of Company property; (ii) promptly report the actual or suspected theft, damage or misuse of Company property; (iii) safeguard all electronic programs, data, communications and written materials from inadvertent access by others; and (iv) use Company property only for legitimate business purposes. VII. INTELLECTUAL PROPERTY AND CONFIDENTIALITY 1. All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course of performing the employee's duties or primarily through the use of the Company's materials and technical resources while working at the Company, shall be the property of the Company. 5 2. The Company maintains a strict confidentiality policy. During an employee's term of employment, the employee shall comply with any and all written or unwritten rules and policies concerning confidentiality and shall fulfill the duties and responsibilities concerning confidentiality applicable to the employee. 3. In addition to fulfilling the responsibilities associated with his position in the Company, an employee shall not, without first obtaining approval from the Company, disclose, announce or publish trade secrets or other confidential business information of the Company, nor shall an employee use such confidential information outside the course of his duties to the Company. 4. Even outside the work environment, an employee must maintain vigilance and refrain from disclosing important information regarding the Company or its business, customers or employees. 5. An employee's duty of confidentiality with respect to the confidential information of the Company survives the termination of such employee's employment with the Company for any reason until such time as the Company discloses such information publicly or the information otherwise becomes available in the public sphere through no fault of the employee. 6. Upon termination of employment, or at such time as the Company requests, an employee must return to the Company all of its property without exception, including all forms of medium containing confidential information, and may not retain duplicate materials. VIII. ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS Upon the completion of the IPO, the Company will be a public company which is required to report its financial results and other material information about its business to the public and the SEC. It is the Company's policy to promptly disclose accurate and complete information regarding its business, financial condition and results of operations. Employees must strictly comply with all applicable standards, laws, regulations and policies for accounting and financial reporting of transactions, estimates and forecasts. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability. Employees should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to: (v) financial results that seem inconsistent with the performance of the underlying business; (vi) transactions that do not seem to have an obvious business purpose; and (vii) requests to circumvent ordinary review and approval procedures. The Company's senior financial officers and other employees working in the finance and accounting department have a special responsibility to ensure that all of the Company's financial 6 disclosures are full, fair, accurate, timely and understandable. Any practice or situation that might undermine this objective should be reported to the Compliance Officer. Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Company's independent auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include but are not limited to those actions taken to coerce, manipulate, mislead or fraudulently influence an auditor: (i) to issue or reissue a report on the Company's financial statements that is not warranted in the circumstances (due to material violations of U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards); (ii) not to perform audit, review or other procedures required by generally accepted auditing standards or other professional standards; (iii) not to withdraw an issued report; or (iv) not to communicate matters to the Company's audit committee of the Board. Employees with information relating to questionable accounting or auditing matters may also confidentially, and anonymously if they desire, submit the information in writing to the Company's audit committee of the Board. IX. COMPANY RECORDS Accurate and reliable records are crucial to the Company's business and form the basis of its earnings statements, financial reports and other disclosures to the public. The Company's records are the source of essential data that guides business decision-making and strategic planning. Company records include, but are not limited to, booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business. All Company records must be complete, accurate and reliable in all material respects. There is never an acceptable reason to make false or misleading entries. Undisclosed or unrecorded funds, payments or receipts are strictly prohibited. You are responsible for understanding and complying with the Company's record keeping policy. Contact the Compliance Officer if you have any questions regarding the record keeping policy. X. COMPLIANCE WITH LAWS AND REGULATIONS; INSIDER TRADING Each employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company operates. This includes, without limitation, laws covering commercial bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, environmental protection, occupational health and safety, false or misleading financial information, misuse of corporate assets or foreign currency exchange activities. Employees are expected to understand 7 and comply with all laws, rules and regulations that apply to your position at the Company. If any doubt exists about whether a course of action is lawful, you should seek advice immediately from the Compliance Officer. Employees are prohibited from trading securities while in possession of material nonpublic information, whether of the Company or other companies, and must comply with insider trading and any applicable securities law and the Company's Statement of Policies Governing Material, Non-Public Information and the Prevention of Insider Trading, attached hereto as Exhibit B, regarding securities transactions and handling of confidential information. Insider trading is both unethical and illegal and will be firmly dealt with by the Company. Prohibition on insider trading applies to members of the employees' family and anyone else sharing the home of the employees. Therefore, employees must use discretion when discussing work with friends or family members, as well as with other employees. XI. WORKPLACE ENVIRONMENT A. DISCRIMINATION AND HARASSMENT The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, ethnicity, religion, gender, age, national origin or any other protected class. For further information, you should consult the Compliance Officer. B. HEALTH AND SAFETY The Company strives to provide employees with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for other employees by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted. Each employee is expected to perform his or her duty to the Company in a safe manner, free of the influences of alcohol, illegal drugs or other controlled substances. The use of illegal drugs or other controlled substances in the workplace is prohibited. XII. VIOLATIONS OF THE CODE; PROTECTION AGAINST RETALIATION All employees have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code by others will not be considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Company and its employees. If you know of or suspect a violation of this Code, it is your responsibility to immediately report the violation to the Compliance Officer, who will work with you to investigate your concern. Any suspected violation of this Code involving an executive officer shall be directed or reported to any of our independent directors on the Board or to the appropriate committee of the 8 Board. All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion. The Compliance Officer, the Board or the appropriate committee of the Board and the Company will protect your confidentiality to the extent possible, consistent with the law and the Company's need to investigate your concern. It is the Company's policy that any employee who violates this Code will be subject to appropriate discipline, including termination of employment, based upon the facts and circumstances of each particular situation. Your conduct as an employee of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both you and the Company. The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation will be subject to disciplinary action up to and including termination of employment. XIII. WAIVERS OF THE CODE Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances. Waivers of this Code may be made only by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public. XIV. CONCLUSION This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact the Compliance Officer. We expect all employees to adhere to these standards. Each employee is separately responsible for his or her actions. Conduct that violates the law or this Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management. If you engage in conduct prohibited by the law or this Code, you will be deemed to have acted outside the scope of your employment. Such conduct will subject you to disciplinary action, including termination of employment. * * * * * * * * * * * * * 9 CERTIFICATION OF COMPLIANCE TO: Compliance Officer FROM: --------------------------------------- RE: Code of Business Conduct and Ethics of Yingli Green Energy Holding Company Limited I have received, reviewed, and understand the above-referenced Code of Business Conduct and Ethics (the "Code") and hereby undertake, as a condition to my present and continued employment at or association with Yingli Green Energy Holding Company Limited and/or any of its affiliated entities (collectively, "YGE"), to comply fully with the Code. I hereby certify that I have adhered to the Code during the time period that I have been associated with YGE. I agree to adhere to the Code in the future. - --------------------------- Name: - --------------------------- Date: EX-99.2 57 h00847exv99w2.txt EX-99.2 CONSENT OF SOLARBUZZ EXHIBIT 99.2 May 8, 2007 Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding, China CONSENT OF SOLARBUZZ Solarbuzz LLC ("Solarbuzz") hereby consents to the use of Solarbuzz's name and the data from the Marketbuzz Report 2007 prepared by Solarbuzz relating to the photovoltaic industry, market and products in the registration statement on Form F-1 (together with any amendments thereto, the "Registration Statement") of Yingli Breen Energy Holding Company Limited to be filed with the U.S. Securities and Exchange Commission. Solarbuzz also hereby consents to the filing of this letter as an exhibit to the Registration Statement. SOLARBUZZ LLC By: /s/ Craig Stevens ------------------------------------ Name: Craig Stevens Title: President EX-99.3 58 h00847exv99w3.txt EX-99.3 CONSENT OF AMERICAN APPRAISAL CHINA LIMITED EXHIBIT 99.3 (AMERICAN APPRAISAL LOGO) International Valuation Consultancy (Chinese Characters) (Chinese Characters) Rm 1506-10, 15/F Dah Sing Financial Centre 108 Gloucester Road Wanchal, Hong Kong (Chinese Characters) Tel: (852)2511 5200 (Chinese Characters) Fax: (852)2511 9526 www.american-appraisal.com.hk May 7, 2007 Yingli Green Energy Holding Company Limited No. 3055, Middle Fuxing Road Baoding, China CONSENT OF INDEPENDENT APPRAISER American Appraisal China Limited ("AAC") hereby consents to the references to AAC's name, valuation methodologies, assumptions and value conclusions for accounting purposes, with respect to its appraisal reports addressed to the board of Yingli Green Energy Holding Company Limited (the "Company") dated March 30, 2007, in the Company's Registration Statement on Form F-1 (together with any amendments thereto, the "Registration Statement") to be filed with the U.S. Securities and Exchange Commission. AAC also hereby consents to the filing of this letter as an exhibit to the Registration Statement. AMERICAN APPRAISAL CHINA LIMITED /s/ James Kwok ---------------------------------------- Name: James Kwok Title: Vice President EX-99.4 59 h00847exv99w4.txt EX-99.4 CONSENT OF IAIN FERGUSON BRUCE EXHIBIT 99.4 May 10, 2007 Mr. Liansheng Miao Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding 071051 People's Republic of China Dear Mr. Miao: As we have discussed, I have agreed to serve as a member of the Board of Directors and of the Audit Committee and Compensation Committee (together, the "Committees") of Yingli Green Energy Holding Company Limited., an exempted company incorporated under the laws of the Cayman Islands (the "Company"). I understand that the Company's Board of Directors and shareholders plan to approve my nomination as a member of the Board of Directors and the Committees and that I will become such a member upon such approval and the completion of the Company's initial public offering in the United States of American Depositary Shares, representing the Company's ordinary shares (the "IPO"). As such, I hereby consent to being named as a future Board member of the Company in the Company's Form F-1 registration statement to be filed in connection with the Company's IPO. Sincerely, /s/ Iain Ferguson Bruce ------------------------- Name: Iain Ferguson Bruce EX-99.5 60 h00847exv99w5.txt EX-99.5 CONSENT OF JIESI WU EXHIBIT 99.5 May 10, 2007 Mr. Liansheng Miao Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding 071051 People's Republic of China Dear Mr. Miao: As we have discussed, I have agreed to serve as a member of the Board of Directors and of the Audit Committee and Compensation Committee (together, the "Committees") of Yingli Green Energy Holding Company Limited., an exempted company incorporated under the laws of the Cayman Islands (the "Company"). I understand that the Company's Board of Directors and shareholders plan to approve my nomination as a member of the Board of Directors and the Committees and that I will become such a member upon such approval and the completion of the Company's initial public offering in the United States of American Depositary Shares, representing the Company's ordinary shares (the "IPO"). As such, I hereby consent to being named as a future Board member of the Company in the Company's Form F-1 registration statement to be filed in connection with the Company's IPO. Sincerely, /s/ Jiesi Wu ------------------------- Name: Jiesi Wu EX-99.6 61 h00847exv99w6.txt EX-99.6 CONSENT OF MARTIN LAU EXHIBIT 99.6 May 10, 2007 Mr. Liansheng Miao Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding 071051 People's Republic of China Dear Mr. Miao: As we have discussed, I have agreed to serve as a member of the Board of Directors and of the Audit Committee and Compensation Committee (together, the "Committees") of Yingli Green Energy Holding Company Limited., an exempted company incorporated under the laws of the Cayman Islands (the "Company"). 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EX-3.1

                                                                     EXHIBIT 3.1

                                THE COMPANIES LAW
                       EXEMPTED COMPANY LIMITED BY SHARES

                            SECOND AMENDED & RESTATED
                            MEMORANDUM OF ASSOCIATION

                                       OF

                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

           (Adopted by special resolution passed on 20 December, 2006)

1.   The name of the Company is Yingli Green Energy Holding Company Limited.

2.   The Registered Office of the Company shall be at the offices of Codan Trust
     Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681,
     Grand Cayman KY1-1111, Cayman Islands.

3.   Subject to the following provisions of this Memorandum, the objects for
     which the Company is established are unrestricted.

4.   Subject to the following provisions of this Memorandum, the Company shall
     have and be capable of exercising all the functions of a natural person of
     full capacity irrespective of any question of corporate benefit, as
     provided by Section 27(2) of The Companies Law.

5.   Nothing in this Memorandum shall permit the Company to carry on a business
     for which a licence is required under the laws of the Cayman Islands unless
     duly licensed.

6.   The Company shall not trade in the Cayman Islands with any person, firm or
     corporation except in furtherance of the business of the Company carried on
     outside the Cayman Islands; provided that nothing in this clause shall be
     construed as to prevent the Company effecting and concluding contracts in
     the Cayman Islands, and exercising in the Cayman Islands all of its powers
     necessary for the carrying on of its business outside the Cayman Islands.

7.   The liability of each member is limited to the amount from time to time
     unpaid on such member's shares.

8.   The share capital of the Company is US$10,000,000 divided into 967,513,542
     Ordinary Shares of a par value of US$0.01 each, 8,081,081 Series A
     Preferred Shares of a par value of US$0.01 each and 24,405,377 Series B
     Preferred Shares of a par value of US$0.01 each.

9.   The Company may exercise the power contained in the Companies Law to
     deregister in the Cayman Islands and be registered by way of continuation
     in another jurisdiction.



                            SECOND AMENDED & RESTATED

                             ARTICLES OF ASSOCIATION

                                       OF

                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

           (ADOPTED BY SPECIAL RESOLUTION PASSED ON 20 DECEMBER, 2006)



                                TABLE OF CONTENTS

 

                                    TABLE A
                                 INTERPRETATION
1.  Definitions

                                     SHARES
2.  Power to Issue Shares
3.  Redemption and Purchase of Shares
4.  Rights Attaching to Shares
5.  Calls on Shares
6.  Joint and Several Liability to Pay Calls
7.  Forfeiture of Shares
8.  Share Certificates
9.  Fractional Shares

                             REGISTRATION OF SHARES
10. Register of Members
11. Registered Holder Absolute Owner
12. Transfer of Registered Shares
13. Transmission of Registered Shares

                           ALTERATION OF SHARE CAPITAL
14. Power to Alter Capital
15. Variation of Rights Attaching to Shares

                          DIVIDENDS AND CAPITALISATION
16. Dividends
17. Power to Set Aside Profits
18. Method of Payment
19. Capitalisation

                               MEETINGS OF MEMBERS
20. Annual General Meetings
21. Extraordinary General Meetings
22. Requisitioned General Meetings
23. Notice
24. Giving Notice
25. Postponement of General Meeting
26. Participating in Meetings by Telephone
27. Quorum at General Meetings
28. Chairman to Preside
29. Voting on Resolutions
30. Power to Demand a Vote on a Poll
31. Voting by Joint Holders of Shares
32. Instrument of Proxy
33. Representation of Corporate Member
34. Adjournment of General Meeting
35. Written Resolutions
36. Directors Attendance at General Meetings

                             DIRECTORS AND OFFICERS
37. Election of Directors
38. Number of Directors
39. Term of Office of Directors
40. Alternate Directors
41. Removal of Directors
42. Vacancy in the Office of Director
43. Remuneration of Directors
44. Defect in Appointment of Director
45. Directors to Manage Business
46. Powers of the Board of Directors
46A. Proceedings of the Directors
46B. Itmes Requiring Unanimous Consent
47. Register of Directors and Officers
48. Officers
49. Appointment of Officers
50. Duties of Officers
51. Remuneration of Officers
52. Conflicts of Interest
53. Indemnification and Exculpation of Directors and Officers

                       MEETINGS OF THE BOARD OF DIRECTORS
54. Board Meetings
55. Notice of Board Meetings
56. Participation in Meetings by Telephone
57. Quorum at Board Meetings
58. Board to Continue in the Event of Vacancy
59. Chairman to Preside
60. Written Resolutions
61. Validity of Prior Acts of the Board

                                CORPORATE RECORDS
62. Minutes
63. Register of Mortgages and Charges
64. Form and Use of Seal

                                    ACCOUNTS
65. Books of Account
66. Financial Year End

                                     AUDITS
67. Audit
68. Appointment of Auditors
69. Remuneration of Auditors
70. Duties of Auditor
71. Access to Records

                      VOLUNTARY WINDING-UP AND DISSOLUTION
72. Winding-Up

                             CHANGES TO CONSTITUTION
73. Changes to Articles
74. Changes to the Memorandum of Association
75. Discontinuance

                                   SCHEDULE I
                                   SCHEDULE II
                                  SCHEDULE III




                           TABLE A / SUPREMACY CLAUSES

     The regulations in Table A in the First Schedule to the Law (as defined
     below) do not apply to the Company.

     The terms as set out in Schedules I, II and III to these Articles form part
     of the Articles and if any other provisions set out in these Articles
     conflict with such schedules, the provisions set out in the schedules shall
     prevail.

     All the provisions contained in the Shareholders Agreement shall, to the
     extent they do not constitute a breach of the Law, be incorporated into
     these Articles. If any provisions of these Articles at any time conflict
     with any of the provisions of the Shareholders Agreement, the provisions of
     the Shareholders Agreement shall prevail and the Members shall whenever
     necessary exercise all voting and other rights and powers available to them
     to procure the amendment of these Articles to the extent necessary to
     permit the Company and its affairs to be carried out in accordance with the
     Shareholders Agreement.

     Nothing in these Articles (which, for the avoidance of doubt, includes the
     Schedules hereto and the Shareholders Agreement (as amended from time to
     time)), and, more specifically, no rights granted hereby to any holder of
     Series A Shares or Series B Shares, shall derogate, limit, restrict or
     interfere with the implementation and/or the enforcement of the provisions
     of the following documents, which have been entered into by and between,
     amongst others, the Company and Yingli Power Holding Company Ltd. ("YPHC")
     in connection with the issue by the Company of US$85 (principal value)
     Convertible Bonds (due 2008) as constituted by a Trust Deed between the
     Company and DB Trustees (Hong Kong) Limited ("DB") dated 13 November 2006
     (the "TRUST DEED"):

     (a)  the Trust Deed;

     (b)  a Paying and Conversion Agency Agreement between the Company, DB and
          Deutsche Bank AG, Hong Kong Branch dated 13 November 2006;

     (c)  a Subscription Agreement between the Company and YPHC dated 13
          November 2006;

     (d)  an Equity Purchase Agreement between the Company, DB and Baoding
          Tianwei Yingli New Energy Resources Co., Ltd. dated 13 November 2006;

     (e)  a Debenture between the Company and DB dated 13 November 2006;

     (f)  a Share Charge between YPHC and DB dated 13 November 2006;

     (g)  a Share Charge between Liansheng Miao ("LM") and DB dated 13 November
          2006;

     (h)  a Trust Deed between the YPHC, LM and DB dated 13 November 2006;


                                        1



     (i)  a Note Purchase Agreement between the YPHC and the Purchasers listed
          in Schedule A to the Note Purchase Agreement dated 13 November 2006;

     (j)  a Warrant Instrument between the YPHC, LM and Deutsche bank AG dated
          13 November 2006;

     (k)  an Agency Agreement between the YPHC and Deutsche Bank AG, Hong Kong
          Branch dated 13 November 2006;

     (l)  a Paying Agency Agreement between the YPHC, DB and Deutsche Bank AG,
          Hong Kong Branch dated 13 November 2006;

     (m)  a Debenture between the YPHC and DB dated 13 November 2006; and

     (n)  an Escrow Agreement dated 13 November 2006 between the Company, YPHC,
          DB and Deutsche Bank AG, Hong Kong Branch.

                                 INTERPRETATION

1.   DEFINITIONS

1.1  In these Articles, the following words and expressions shall, where not
     inconsistent with the context, have the following meanings, respectively:

                              
Additional Ordinary Shares       all Ordinary Shares issued by the Company;
                                 provided that the term "Additional Ordinary
                                 Shares" does not include (i) Employee
                                 Securities; (ii) Ordinary Shares issued upon
                                 conversion of the Preferred Shares, upon
                                 exercise of any outstanding warrants or options
                                 or upon conversion or exchange of any
                                 outstanding convertible or exchangeable
                                 securities; (iii) Ordinary Shares issued in
                                 connection with any share split, share
                                 dividend, consolidation, recapitalization or
                                 other similar transaction of the Company
                                 approved by the Board (with the consent of the
                                 Series B Nominee Director, if any); (iv)
                                 Ordinary Shares issued or deemed issued as a
                                 dividend or distribution on Preferred Shares as
                                 approved by the Board (with the consent of the
                                 Series B Nominee Director, if any), or (v) any
                                 other security that is issued with the approval
                                 of a majority of the Board of Directors
                                 (including the Preferred Shareholder Directors,
                                 if any);

Affiliate                        means, in respect of a Person, any other Person
                                 that directly or indirectly through one or more
                                 intermediaries, Controls, is Controlled by, or
                                 is under common Control with, such Person,




                                        2



                              
                                 including, without limitation, any general
                                 partner, officer or director of such Person and
                                 any venture capital fund now or hereafter
                                 existing which is controlled by or under common
                                 control with one or more general partners or
                                 shares the same management company with such
                                 Person;

Alternate Director               an alternate director appointed in accordance
                                 with these Articles;

Articles                         these Articles of Association as altered from
                                 time to time;

Auditor                          includes an individual or partnership;

Board                            the board of directors appointed or elected
                                 pursuant to these Articles and acting at a
                                 meeting of directors at which there is a quorum
                                 or by written resolution in accordance with
                                 these Articles;

Company                          the company for which these Articles are
                                 approved and confirmed;

Control                          with respect to any third Person means the
                                 possession, directly or indirectly, of the
                                 power or the ability to direct or cause the
                                 direction of the management and affairs of such
                                 third Person whether, through the ownership of
                                 voting securities, as trustee or executor, by
                                 contract or otherwise, including, without
                                 limitation, the ownership, directly or
                                 indirectly, of securities having the power to
                                 elect a majority of the board of directors or
                                 similar body of such third Person;

Convertible Bonds                means the US$85,000,000 Bonds due 2008 issued
                                 by the Company under the Trustee Deed, dated
                                 November 13, 2006, between the Company and DB
                                 Trustees (Hong Kong) Limited, which are
                                 convertible into Ordinary Shares;

Director                         a director, including a sole director, for the
                                 time being of the Company and shall include an
                                 Alternate Director;

Founder                          Mr. Liansheng Miao and Yingli Power Holding
                                 Company Ltd.;

Group Company                    each of the Company, Operating Subsidiary, and




                                        3



                              
                                 their respective subsidiaries from time to
                                 time;

Law                              The Companies Law of the Cayman Islands and
                                 every modification, reenactment or revision
                                 thereof for the time being in force;

Lead Series B Shareholder        means Baytree Investments (Mauritius) Pte Ltd.;
                                 provided, however, that if Baytree Investments
                                 (Mauritius) Pte Ltd., together with its
                                 Affiliates, holds less than thirty three
                                 percent (33%) of the Series B Shares, the term
                                 Lead Series B Shareholder shall mean the
                                 holders of more than fifty percent (50%) of the
                                 Series B Shares in the aggregate then
                                 outstanding on a fully diluted, as converted
                                 basis;

Majority of the Series A         holders of more than fifty percent (50%) of the
Shareholders                     Series A Shares in the aggregate then
                                 outstanding on a fully diluted, as-converted
                                 basis;

Member                           the person registered in the Register of
                                 Members as the holder of shares in the Company
                                 and, when two or more persons are so registered
                                 as joint holders of shares, means the person
                                 whose name stands first in the Register of
                                 Members as one of such joint holders or all of
                                 such persons, as the context so requires;

Memorandum                       the Memorandum of Association as altered from
                                 time to time;

month                            calendar month;

New Securities                   means any shares of the Company, whether now
                                 authorized or not, and any rights, options, or
                                 warrants to purchase shares of the Company, and
                                 securities of any type whatsoever that are, or
                                 may become, convertible into shares of the
                                 Company, provided that "New Securities" does
                                 not include: (a) any Preferred Shares purchased
                                 under the Series B Purchase Agreement; (b)
                                 Ordinary Shares issuable upon conversion of the
                                 Preferred Shares; (c) Ordinary Shares issuable
                                 upon conversion of the Convertible Bonds; (d)
                                 securities offered to the public pursuant to a
                                 Registration Statement; (e) Ordinary Shares
                                 issuable pursuant to the exercise of warrants,
                                 rights or options, issued or issuable to
                                 officers, directors, and employees of, and
                                 consultants to, any Group Company pursuant to




                                        4



                              
                                 stock option plans to be adopted by the
                                 Company, provided that the number of such
                                 Ordinary Shares shall not exceed five percent
                                 (5%) of the Ordinary Shares Equivalent after
                                 giving effect to the closing of the issuance of
                                 the Series B shares under the Series B Purchase
                                 Agreement); (f) shares issued without
                                 consideration pursuant to a stock dividend,
                                 stock sub-division, or similar transaction; (g)
                                 all Ordinary Shares or other securities
                                 hereafter issued in connection with or as
                                 consideration for acquisition or licensing of
                                 technology; (h) Ordinary Shares issuable
                                 pursuant to the exercise of the warrant, dated
                                 August 28, 2006, granted by the Company to TB
                                 Management Company Limited (the "TB MANAGEMENT
                                 WARRANT"); and (i) the Warrant and Warrant
                                 Shares (each as defined in the Series B
                                 Purchase Agreement);

notice                           written notice as further provided in these
                                 Articles unless otherwise specifically stated;

Officer                          any person appointed by the Board to hold an
                                 office in the Company;

Operating Subsidiary             Baoding Tianwei Yingli New Energy Resources
                                 Co., Ltd., a Sino-foreign joint venture
                                 registered and existing with limited liability
                                 organized under the laws of the People's
                                 Republic of China;

ordinary resolution              a resolution passed at a general meeting (or,
                                 if so specified, a meeting of Members holding a
                                 class of shares) of the Company by a simple
                                 majority of the votes cast, or a written
                                 resolution passed by the unanimous consent of
                                 all Members entitled to vote;

Ordinary Shares                  ordinary shares of par value US$0.01 each in
                                 the capital of the Company with rights and
                                 restrictions set out in Schedule I hereof;

Ordinary Shares Equivalent       collectively, the issued and outstanding
                                 Ordinary Shares and the Ordinary Shares into
                                 which the issued and outstanding Preferred
                                 Shares and other securities are convertible;

Parties                          the Shareholders and the Company;

paid-up                          paid-up or credited as paid-up;

Person                           shall mean any individual, sole proprietorship,




                                        5



                              
                                 partnership, estate, trust, unincorporated
                                 organization, association, corporation,
                                 institution, public benefit corporation,
                                 entity, governmental or regulatory authority or
                                 other entity of any kind or nature;

Preferred Shares                 Series A Shares and/or Series B Shares, as the
                                 case may be;

Preferred Shareholders           holders of Series A Shares and/or Series B
                                 Shares as the case may be;

Preferred Shareholder            Series A Nominee Director and Series B Nominee
Directors                        Director;

Pro Rata Share                   with respect to any Shareholder, the ratio of:
                                 (a) the total number of Ordinary Shares
                                 Equivalent held by such Shareholder immediately
                                 before the proposed allotment and issue of New
                                 Securities to (b) the total number of Ordinary
                                 Shares Equivalent held by all Shareholders
                                 immediately before the proposed allotment and
                                 issue of New Securities;

Qualified IPO                    means the closing of the Company's first firm
                                 commitment, underwritten public offering of
                                 Ordinary Shares or shares representing Ordinary
                                 Shares in connection with which Ordinary Shares
                                 or shares representing Ordinary Shares are
                                 listed and become publicly traded on an
                                 internationally recognized securities exchange
                                 or the NASDAQ Global Market, provided, however,
                                 that such listing shall result in net proceeds
                                 (after payment of the underwriters' discounts
                                 and commissions and the offering-related
                                 expenses) to the Company of at least US$100
                                 million and (b) a total market capitalization
                                 of the Company of at least US$750 million;

Register of Directors and        the register of directors and officers referred
Officers                         to in these Articles;

Register of Members              the register of Members referred to in these
                                 Articles;

Registered Office                the registered office for the time being of the
                                 Company;

Registration Statement           a registration of securities effected by
                                 preparing and filing a registration statement
                                 on Form F-1,




                                        6



                              
                                 S-1, SB-2, F-3 or S-3 in compliance with the
                                 Securities Act, or on any comparable form in
                                 connection with a registration in a
                                 jurisdiction other than the United States;

Right of Participation           has the meaning set forth in Schedule II
                                 hereof;

Seal                             the common seal or any official or duplicate
                                 seal of the Company;

Secretary                        the person appointed to perform any or all of
                                 the duties of secretary of the Company and
                                 includes any deputy or assistant secretary and
                                 any person appointed by the Board to perform
                                 any of the duties of the Secretary;

Selling Expenses                 with respect to the issue or sale of any
                                 securities, any expenses payable directly or
                                 indirectly by the Company and any underwriting,
                                 brokerage or similar commissions, compensation,
                                 discounts or concessions paid or allowed by the
                                 Company in connection with such issue or sale;

Series A Conversion Shares       Series A Shares then outstanding on a fully
                                 diluted, as-converted basis;

Series A Nominee Director        the Director appointed by the holders of Series
                                 A Shares in accordance with Article 37.4;

Series A Purchase Agreement      Series A Preferred Share Purchase Agreement
                                 dated 20 September, 2006 entered into by, among
                                 others, the holder of the Series A Shares and
                                 the Company;

Series A Shares                  Series A preferred shares of par value US$0.01
                                 each in the share capital of the Company with
                                 the rights and restrictions set out in Schedule
                                 I;

Series A Shareholders            a shareholders agreement dated as of 20
Agreement                        September, 2006 entered into by the Company,
                                 the Founder and the Series A Shareholder;

Series B Conversion Shares       Series B Shares then outstanding on a fully
                                 diluted, as-converted basis;

Series B Nominee Director        the Director appointed by the holders of Series
                                 B Shares in accordance with Article 37.5;

Series B Purchase Agreement      a Series B Preferred Share Purchase Agreement
                                 dated 5 December, 2006 entered into by Baytree




                                        7



                              
                                 Investments (Mauritius) Pte Ltd., the Founder,
                                 and the Company as amended and restated by an
                                 amended and restated Series B Preferred Share
                                 Purchase Agreement dated as of 15 December,
                                 2006 entered into by the Company, the Founder
                                 and the investors listed in schedule 1 attached
                                 thereto;

Series B Shares                  Series B preferred shares of par value US$0.01
                                 each in the share capital of the Company with
                                 the rights and restrictions set out in Schedule
                                 I;

share                            includes a fraction of a share;

Share Charge                     the share charge entered or to be entered into
                                 by and among YPHC and DB;

Shareholders                     The Founder and holders of the Series A Shares
                                 and holders of the Series B Shares;

Shareholders Agreement           an amended and restated shareholders agreement
                                 dated 5 December, 2006 entered into by, the
                                 Founder, Inspiration Partners Limited, the
                                 Company and Baytree Investments (Mauritius) Pte
                                 Ltd. as amended and restated by a second
                                 amended and restated shareholders agreement
                                 dated as of 15 December, 2006 entered into by
                                 the Founder, Inspiration Partners Limited, the
                                 Company and the investors listed in schedule 1
                                 attached thereto;

special resolution               a resolution passed at a general meeting (or,
                                 if so specified, a meeting of Members holding a
                                 class of shares) of the Company by a majority
                                 of not less than two thirds of the vote cast,
                                 provided that where the affirmative vote or
                                 written consent of the Majority of the Series A
                                 Shareholders and the Lead Series B Shareholder
                                 is required pursuant to Clauses C(i)(l) and
                                 (C)(i)(o) of Schedule I, a special resolution
                                 shall include the affirmative vote or written
                                 consent of such holders of Series A Shares and
                                 Lead Series B Shareholder, or a written
                                 resolution passed by unanimous consent of all
                                 Members entitled to vote;

Subsidiary                       means any Person (i) in which the Company,
                                 directly or indirectly, beneficially owns more
                                 than fifty percent (50%) of either the equity
                                 interests in, or the voting control of, such
                                 Person, including without limitation Tianwei
                                 Yingli or (ii) any




                                        8



                              
                                 Person with respect to which the Company has
                                 the power to otherwise direct the business and
                                 policies of such Person directly or indirectly
                                 through another subsidiary;

written resolution               a resolution passed in accordance with Article
                                 35 or 60;

year                             calendar year; and

$                                the currency of the United States.



          Terms that are not defined in these Articles shall have the same
          meanings attributable to it in the Shareholders Agreement.

     1.2  In these Articles, where not inconsistent with the context:

          (a)  words denoting the plural number include the singular number and
               vice versa;

          (b)  words denoting the masculine gender include the feminine and
               neuter genders;

          (c)  words importing persons include companies, associations or bodies
               of persons whether corporate or not;

          (d)  the words:-

               (i)  "may" shall be construed as permissive; and

               (ii) "shall" shall be construed as imperative;

          (e)  a reference to statutory provision shall be deemed to include any
               amendment or re-enactment thereof; and

          (f)  unless otherwise provided herein, words or expressions defined in
               the Law shall bear the same meaning in these Articles.

     1.3  In these Articles expressions referring to writing or its cognates
          shall, unless the contrary intention appears, include facsimile,
          printing, lithography, photography, electronic mail and other modes of
          representing words in visible form.

     1.4  Headings used in these Articles are for convenience only and are not
          to be used or relied upon in the construction hereof.

                                     SHARES

2.   POWER TO ISSUE SHARES

     2.1  Subject to these Articles (in particular, Schedules I and II hereof)
          and to any resolution of the Members to the contrary, and without
          prejudice to any special rights previously conferred on the holders of
          any existing shares or class of shares, the Board shall have the power
          to issue any unissued shares of the Company on such terms and
          conditions as it


                                       9


          may determine and any shares or class of shares (including the issue
          or grant of options, warrants and other rights, renounceable or
          otherwise in respect of shares) may be issued with such preferred,
          deferred or other special rights or such restrictions, whether in
          regard to dividend, voting, return of capital, or otherwise as the
          Company may by resolution of the Members prescribe, provided that no
          share shall be issued at a discount except in accordance with the Law.

     2.2  Notwithstanding any provisions in these Articles, the issue of shares
          of the Company shall be subject to the provisions set out in Schedule
          II hereof.

3.   REDEMPTION AND PURCHASE OF SHARES

     3.1  Subject to the Law and these Articles, the Company is authorised to
          issue shares which are to be redeemed or are liable to be redeemed at
          the option of the Company or a Member.

     3.2  The Company is hereby authorised to make payments in respect of the
          redemption of its shares out of capital or out of any other account or
          fund which can be authorised for this purpose in accordance with the
          Law.

     3.3  Subject to these Articles, including Schedule I to these Articles, the
          redemption price of a redeemable share, or the method of calculation
          thereof, shall be fixed by the Directors at or before the time of
          issue.

     3.4  Every share certificate representing a redeemable share shall indicate
          that the share is redeemable.

     3.5  In the case of shares redeemable at the option of a Member a
          redemption notice from a Member may not be revoked without the
          agreement of the Directors.

     3.6  Subject to these Articles, including Schedule I to these Articles, at
          the time or in the circumstances specified for redemption the redeemed
          shares shall be canceled and shall cease to confer on the relevant
          Member any right or privilege, without prejudice to the right to
          receive the redemption price, which price shall become payable so soon
          as it can with due despatch be calculated, but subject to surrender of
          the relevant share certificate for cancellation (and reissue in
          respect of any balance).

     3.7  The redemption price may be paid in any manner authorised by these
          Articles for the payment of dividends.

     3.8  Subject to these Articles, including Schedule I to these Articles, a
          delay in payment of the redemption price shall not affect the
          redemption but, in the case of a delay of more than thirty days,
          interest shall be paid for the period from the due date until actual
          payment at a rate which the Directors, after due enquiry, estimate to
          be representative of the rates being offered by Class A banks in the
          Cayman Islands for thirty day deposits in the same currency.

     3.9  The Directors may exercise as they think fit the powers conferred on
          the Company by Section 37(5) of the Law (payment out of capital) but
          only if and to the extent that the


                                       10



          redemption could not otherwise be made (or not without making a fresh
          issue of shares for this purpose).

     3.10 Subject as aforesaid, the Directors may determine, as they think fit
          all questions that may arise concerning the manner in which the
          redemption of the shares shall or may be effected.

     3.11 No share may be redeemed unless it is fully paid-up.

     3.12 The Board may exercise all the powers of the Company to purchase all
          or any part of its own shares in accordance with the Law. Shares
          purchased by the Company shall be cancelled and shall cease to confer
          any right or privilege on the Member from whom the shares are
          purchased.

4.   RIGHTS ATTACHING TO SHARES

     Subject to Article 2.1, the Memorandum of Association and any resolution of
     the Members to the contrary and without prejudice to any special rights
     conferred thereby on the holders of any other shares or class of shares,
     the share capital of the Company shall be divided into Ordinary Shares and
     Preferred Shares (comprising Series A Shares and Series B Shares).

     The holders of Ordinary Shares and the Preferred Shares (comprising Series
     A Shares and Series B Shares) shall have the rights and restrictions as set
     out in Schedule I hereto.

5.   CALLS ON SHARES

     5.1  The Board may make such calls as it thinks fit upon the Members in
          respect of any monies (whether in respect of nominal value or premium)
          unpaid on the shares allotted to or held by such Members and, if a
          call is not paid on or before the day appointed for payment thereof,
          the Member may at the discretion of the Board be liable to pay the
          Company interest on the amount of such call at such rate as the Board
          may determine, from the date when such call was payable up to the
          actual date of payment. The Board may differentiate between the
          holders as to the amount of calls to be paid and the times of payment
          of such calls.

     5.2  The Company may accept from any Member the whole or a part of the
          amount remaining unpaid on any shares held by him, although no part of
          that amount has been called up.

     5.3  The Company may make arrangements on the issue of shares for a
          difference between the Members in the amounts and times of payments of
          calls on their shares.

6.   JOINT AND SEVERAL LIABILITY TO PAY CALLS

     The joint holders of a share shall be jointly and severally liable to pay
     all calls in respect thereof.

7.   FORFEITURE OF SHARES

     7.1  If any Member fails to pay, on the day appointed for payment thereof,
          any call in respect of any share allotted to or held by such Member,
          the Board may, at any time thereafter during such time as the call
          remains unpaid, direct the Secretary to forward such Member a notice
          in writing in the form, or as near thereto as circumstances admit, of
          the following:


                                       11



            Notice of Liability to Forfeiture for Non-Payment of Call
                                - (the "Company")

          You have failed to pay the call of [amount of call] made on the [__]
          day of [__], 200[ ], in respect of the [number] share(s) [number in
          figures] standing in your name in the Register of Members of the
          Company, on the [__] day of [__], 200[__], the day appointed for
          payment of such call. You are hereby notified that unless you pay such
          call together with interest thereon at the rate of [__] per annum
          computed from the said [__] day of [__], 200[__] at the registered
          office of the Company the share(s) will be liable to be forfeited.

          Dated this [__] day of [__], 200[__]


- -------------------------------------
[Signature of Secretary] By Order of
the Board

     7.2  If the requirements of such notice are not complied with, any such
          share may at any time thereafter before the payment of such call and
          the interest due in respect thereof be forfeited by a resolution of
          the Board to that effect, and such share shall thereupon become the
          property of the Company and may be disposed of as the Board shall
          determine. Without limiting the generality of the foregoing, the
          disposal may take place by sale, repurchase, redemption or any other
          method of disposal permitted by and consistent with these Articles and
          the Law.

     7.3  A Member whose share or shares have been forfeited as aforesaid shall,
          notwithstanding such forfeiture, be liable to pay to the Company all
          calls owing on such share or shares at the time of the forfeiture and
          all interest due thereon.

     7.4  The Board may accept the surrender of any shares which it is in a
          position to forfeit on such terms and conditions as may be agreed.
          Subject to those terms and conditions, a surrendered share shall be
          treated as if it had been forfeited.

8.   SHARE CERTIFICATES

     8.1  Every Member shall be entitled to a certificate under the seal of the
          Company (or a facsimile thereof) specifying the number and, where
          appropriate, the class of shares held by such Member and whether the
          same are fully paid up and, if not, how much has been paid thereon.
          The Board may by resolution determine, either generally or in a
          particular case, that any or all signatures on certificates may be
          printed thereon or affixed by mechanical means.

     8.2  If any share certificate shall be proved to the satisfaction of the
          Board to have been worn out, lost, mislaid, or destroyed the Board may
          cause a new certificate to be issued and request an indemnity for the
          lost certificate if it sees fit.

     8.3  Share certificates may not be issued in bearer form.

     8.4  Each certificate representing shares or securities of the Company now
          or hereafter owned by Shareholders who are not U.S. persons (as such
          term is defined by Regulation S under


                                       12



          the Securities Act) and any transferee of such shares and securities
          shall be endorsed with the following legend:

               "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
          REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS
          OF AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BY AND BETWEEN THE
          HOLDER HEREOF, THE COMPANY AND CERTAIN OTHER SHAREHOLDERS OF THE
          COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST
          TO THE SECRETARY OF THE COMPANY."

               "THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE
          SECURITIES TO BE ISSUED UPON THEIR CONVERSION (IF APPLICABLE) HAVE NOT
          BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES
          ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S.
          PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS REGISTERED UNDER
          THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
          AVAILABLE. IN ORDER TO TRANSFER OR EXERCISE ANY INTEREST IN THESE
          SECURITIES, THE BENEFICIAL HOLDER MUST FURNISH TO THE COMPANY EITHER
          (A) A WRITTEN CERTIFICATION THAT IT IS NOT A U.S. PERSON AND THE
          PREFERRED SHARES ARE NOT BEING CONVERTED ON BEHALF OF A U.S. PERSON OR
          (B) A WRITTEN OPINION OF COUNSEL TO THE EFFECT THAT THE SECURITIES
          DELIVERED UPON CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED
          UNDER THE SECURITIES ACT OR THAT THE DELIVERY OF SUCH SECURITIES IS
          EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH
          BENEFICIAL HOLDER BY ACCEPTING AN INTEREST IN THESE SECURITIES AGREES
          THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES OR THE
          SECURITIES TO BE ISSUED UPON CONVERSION OF SUCH SECURITIES MAY NOT BE
          CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS
          LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
          SECURITIES ACT."

     8.5  Each certificate representing shares or securities of the Company now
          or hereafter owned by Shareholders who are U.S. persons (as such term
          is defined by Regulation S under the Securities Act) (the "RESTRICTED
          SECURITIES") and any transferee of the Restricted Securities shall be
          endorsed with the following legend:

               "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
          REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS
          OF AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BY AND BETWEEN THE
          HOLDER HEREOF, THE COMPANY AND CERTAIN OTHER SHAREHOLDERS OF THE
          COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST
          TO THE SECRETARY OF THE COMPANY."


                                       13



               "THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE
          SECURITIES TO BE ISSUED UPON THEIR CONVERSION (IF APPLICABLE) HAVE NOT
          BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AMENDED (THE
          "SECURITIES ACT"). THESE SECURITIES ARE "RESTRICTED SECURITIES" WITHIN
          THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES ACT, AND MAY ONLY
          BE OFFERED, SOLD OR OTHERWISE TRANSFERRED (1) INSIDE THE UNITED STATES
          TO A PERSON WHOM THE HOLDER AND THE BENEFICIAL OWNER REASONABLY
          BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER ("QIB") AS DEFINED IN RULE
          144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR
          THE ACCOUNT OF ANOTHER QIB IN A TRANSACTION MEETING THE REQUIREMENTS
          OF RULE 144A UNDER THE SECURITIES ACT, (2) OUTSIDE THE UNITED STATES
          TO A PERSON OTHER THAN A U.S. PERSON (AS SUCH TERMS ARE DEFINED IN
          REGULATION S UNDER THE SECURITIES ACT) IN COMPLIANCE WITH REGULATION S
          UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM THE
          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IF AVAILABLE), OR (4)
          PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
          ACT, IN EACH CASE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE
          LAWS OF THE STATES, TERRITORIES AND POSSESSION OF THE UNITED STATES
          GOVERNING THE OFFER AND SALE OF SECURITIES. THE PURCHASER OF THESE
          SECURITIES, BY ITS ACCEPTANCE HEREOF, ACKNOWLEDGES THE RESTRICTIONS ON
          THE TRANSFER OF THESE SECURITIES SET FORTH HEREIN AND AGREES THAT IT
          SHALL TRANSFER THESE SECURITIES ONLY AS PROVIDED IN THE FOREGOING
          TRANSFER RESTRICTIONS.

               IF REQUESTED BY THE COMPANY OR BY ITS AGENT, THE PURCHASER AGREES
          TO PROVIDE THE INFORMATION NECESSARY TO DETERMINE WHETHER THE TRANSFER
          OF THESE SECURITIES IS PERMISSIBLE UNDER THE SECURITIES ACT."

9.   FRACTIONAL SHARES

     The Company may issue its shares in fractional denominations and deal with
     such fractions to the same extent as its whole shares and shares in
     fractional denominations shall have in proportion to the respective
     fractions represented thereby all of the rights of whole shares including
     (but without limiting the generality of the foregoing) the right to vote,
     to receive dividends and distributions and to participate in a winding-up.

                             REGISTRATION OF SHARES

10.  REGISTER OF MEMBERS

     The Board shall cause to be kept in one or more books a Register of Members
     which may be kept outside the Cayman Islands at such place as the Directors
     shall appoint and shall enter therein the following particulars:-


                                       14



          (a)  the name and address of each Member, the number, and (where
               appropriate) the class of shares held by such Member and the
               amount paid or agreed to be considered as paid on such shares;

          (b)  the date on which each person was entered in the Register of
               Members; and

          (c)  the date on which any person ceased to be a Member.

11.  REGISTERED HOLDER ABSOLUTE OWNER

     11.1 The Company shall be entitled to treat the registered holder of any
          share as the absolute owner thereof and accordingly shall not be bound
          to recognise any equitable claim or other claim to, or interest in,
          such share on the part of any other person.

     11.2 No person shall be entitled to recognition by the Company as holding
          any share upon any trust and the Company shall not be bound by, or be
          compelled in any way to recognise, (even when having notice thereof)
          any equitable, contingent, future or partial interest in any share or
          any other right in respect of any share except an absolute right to
          the entirety of the share in the holder. If, notwithstanding this
          Article, notice of any trust is at the holder's request entered in the
          Register or on a share certificate in respect of a share, then, except
          as aforesaid:

          (a)  such notice shall be deemed to be solely for the holder's
               convenience;

          (b)  the Company shall not be required in any way to recognise any
               beneficiary, or the beneficiary, of the trust as having an
               interest in the share or shares concerned;

          (c)  the Company shall not be concerned with the trust in any way, as
               to the identity or powers of the trustees, the validity, purposes
               or terms of the trust, the question of whether anything done in
               relation to the shares may amount to a breach of trust or
               otherwise; and

          (d)  the holder shall keep the Company fully indemnified against any
               liability or expense which may be incurred or suffered as a
               direct or indirect consequence of the Company entering notice of
               the trust in the Register or on a share certificate and
               continuing to recognise the holder as having an absolute right to
               the entirety of the share or shares concerned.

12.  TRANSFER OF REGISTERED SHARES

     12.1 Notwithstanding any provisions in these Articles, the transfer of
          shares of the Company shall be subject to the restrictions in Schedule
          III hereof.

     12.2 An instrument of transfer shall be in writing in the form of the
          following, or as near thereto as circumstances admit, or in such other
          form as the Board may accept:

                          Transfer of a Share or Shares
                                - (the "Company")

          FOR VALUE RECEIVED....................[amount], I, [name of
          transferor] hereby sell, assign and transfer unto [transferee] of
          [address], [number] of shares of the Company.


                                       15



DATED this [__] day of [__], 200[__]

Signed by:                              In the presence of:


- -------------------------------------   ----------------------------------------
Transferor                              Witness


- -------------------------------------   ----------------------------------------
Transferee                              Witness


     12.3 Such instrument of transfer shall be signed by or on behalf of the
          transferor and transferee, provided that, in the case of a fully paid
          share, the Board may accept the instrument signed by or on behalf of
          the transferor alone. The transferor shall be deemed to remain the
          holder of such share until the same has been transferred to the
          transferee in the Register of Members.

     12.4 The Board may refuse to recognise any instrument of transfer unless it
          is accompanied by the certificate in respect of the shares to which it
          relates and by such other evidence as the Board may reasonably require
          to show the right of the transferor to make the transfer.

     12.5 The joint holders of any share may transfer such share to one or more
          of such joint holders, and the surviving holder or holders of any
          share previously held by them jointly with a deceased Member may
          transfer any such share to the executors or administrators of such
          deceased Member.

     12.6 The Board may in its absolute discretion and without assigning any
          reason therefor refuse to register the transfer of a share. If the
          Board refuses to register a transfer of any share the Secretary shall,
          within three months after the date on which the transfer was lodged
          with the Company, send to the transferor and transferee notice of the
          refusal.

     12.7 Notwithstanding any other provisions of these Articles, the Company
          shall be obliged to enforce any mortgage, charge or other security
          interest over its shares (a "Security Interest") pursuant to the Share
          Charge.

     12.8 Notwithstanding any other provisions of these Articles, the Directors
          shall not register a transfer of any shares which are subject to a
          Security Interest without the prior written consent of the person to
          whom the Security Interest is granted, and further provided that the
          Directors shall, upon presentation of a duly completed instrument of
          transfer, register DB Trustees (Hong Kong) Limited as a shareholder,
          and any interest of any person, including, without limitation, DB and
          any person whom DB Trustees (Hong Kong) Limited nominates pursuant to
          the Share Charge, to whom a Security Interest is granted, following
          the enforcement of the Security Interest.

13.  TRANSMISSION OF REGISTERED SHARES

     13.1 In the case of the death of a Member, the survivor or survivors where
          the deceased Member was a joint holder, and the legal personal
          representatives of the deceased Member where the deceased Member was a
          sole holder, shall be the only persons recognised by the Company as
          having any title to the deceased Member's interest in the


                                       16



          shares. Nothing herein contained shall release the estate of a
          deceased joint holder from any liability in respect of any share which
          had been jointly held by such deceased Member with other persons.
          Subject to the provisions of Section 39 of the Law, for the purpose of
          this Article, legal personal representative means the executor or
          administrator of a deceased Member or such other person as the Board
          may, in its absolute discretion, decide as being properly authorised
          to deal with the shares of a deceased Member.

     13.2 Any person becoming entitled to a share in consequence of the death or
          bankruptcy of any Member may be registered as a Member upon such
          evidence as the Board may deem sufficient or may elect to nominate
          some person to be registered as a transferee of such share, and in
          such case the person becoming entitled shall execute in favour of such
          nominee an instrument of transfer in writing in the form, or as near
          thereto as circumstances admit, of the following:

     Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member
                                - (the "Company")

          I/We, having become entitled in consequence of the [death/bankruptcy]
          of [name and address of deceased Member] to [number] share(s) standing
          in the Register of Members of the Company in the name of the said
          [name of deceased/bankrupt Member] instead of being registered
          myself/ourselves, elect to have [name of transferee] (the
          "Transferee") registered as a transferee of such share(s) and I/we do
          hereby accordingly transfer the said share(s) to the Transferee to
          hold the same unto the Transferee, his or her executors,
          administrators and assigns, subject to the conditions on which the
          same were held at the time of the execution hereof; and the Transferee
          does hereby agree to take the said share(s) subject to the same
          conditions.

DATED this [__] day of [__], 200[__]

Signed by:                              In the presence of:


- -------------------------------------   ----------------------------------------
Transferor                              Witness


- -------------------------------------   ----------------------------------------
Transferee                              Witness

     13.3 On the presentation of the foregoing materials to the Board,
          accompanied by such evidence as the Board may require to prove the
          title of the transferor, the transferee shall be registered as a
          Member. Notwithstanding the foregoing, the Board shall, in any case,
          have the same right to decline or suspend registration as it would
          have had in the case of a transfer of the share by that Member before
          such Member's death or bankruptcy, as the case may be.

     13.4 Where two or more persons are registered as joint holders of a share
          or shares, then in the event of the death of any joint holder or
          holders the remaining joint holder or holders shall be absolutely
          entitled to the said share or shares and the Company shall recognise
          no claim in respect of the estate of any joint holder except in the
          case of the last survivor of such joint holders.

                           ALTERATION OF SHARE CAPITAL

14.  POWER TO ALTER CAPITAL

     14.1 Subject to the Law and these Articles, the Company may from time to
          time by ordinary resolution alter the conditions of its Memorandum of
          Association to increase its share capital by new shares of such amount
          as it thinks expedient or, if the Company has shares


                                       17



          without par value, increase its share capital by such number of shares
          without nominal or par value, or increase the aggregate consideration
          for which its shares may be issued, as it thinks expedient.

     14.2 Subject to the Law and these Articles, the Company may from time to
          time by ordinary resolution alter the conditions of its Memorandum of
          Association to:

          (a)  consolidate and divide all or any of its share capital into
               shares of larger amount than its existing shares;

          (b)  subdivide its shares or any of them into shares of an amount
               smaller than that fixed by the Memorandum of Association; or

          (c)  cancel shares which at the date of the passing of the resolution
               have not been taken or agreed to be taken by any person, and
               diminish the amount of its share capital by the amount of the
               shares so cancelled or, in the case of shares without par value,
               diminish the number of shares into which its capital is divided.

     14.3 For the avoidance of doubt it is declared that paragraph 14.2(a) and
          (b) above do not apply if at any time the shares of the Company have
          no par value.

     14.4 Subject to the Law, the Company may from time to time by special
          resolution reduce its share capital in any way or, subject to Article
          77, alter any conditions of its Memorandum of Association relating to
          share capital.

15.  VARIATION OF RIGHTS ATTACHING TO SHARES

     Subject to these Articles, if, at any time, the share capital is divided
     into different classes of shares, the rights attached to any class (unless
     otherwise provided by the terms of issue of the shares of that class) may,
     whether or not the Company is being wound-up, be varied with the consent in
     writing of the holders of three-fourths of the issued shares of that class
     or with the sanction of a resolution passed by a majority of the votes cast
     at a separate general meeting of the holders of the shares of the class at
     which meeting the necessary quorum shall be two persons at least holding or
     representing by proxy one third of the issued shares of the class. The
     rights conferred upon the holders of the shares of any class issued with
     preferred or other rights shall not, unless otherwise expressly provided by
     the terms of issue of the shares of that class, be deemed to be varied by
     the creation or issue of further shares ranking pari passu therewith.

                          DIVIDENDS AND CAPITALISATION

16.  DIVIDENDS

     16.1 The Board may, subject to these Articles (in particular, Schedule I
          hereof) and any direction of the Company in general meeting, declare a
          dividend to be paid to the Members, in proportion to the number of
          shares held by them, and such dividend may be paid in cash or wholly
          or partly in specie in which case the Board may fix the value for
          distribution in specie of any assets. No unpaid dividend shall bear
          interest as against the Company.


                                       18



     16.2 Dividends may be declared and paid out of profits of the Company,
          realised or unrealised, or from any reserve set aside from profits
          which the Directors determine is no longer needed, or not in the same
          amount. Dividends may also be declared and paid out of share premium
          account or any other fund or account which can be authorised for this
          purpose in accordance with the Law.

     16.3 With the sanction of an ordinary resolution of the Company, the
          Directors may determine that a dividend shall be paid wholly or partly
          by the distribution of specific assets (which may consist of the
          shares or securities of any other company) and may settle all
          questions concerning such distribution. Without limiting the foregoing
          generally, the Directors may fix the value of such specific assets,
          may determine that cash payments shall be made to some Members in lieu
          of specific assets and may vest any such specific assets in trustees
          on such terms as the Directors think fit.

     16.4 The Company may pay dividends in proportion to the amount paid up on
          each share where a larger amount is paid up on some shares than on
          others.

     16.5 The Board may declare and make such other distributions (in cash or in
          specie) to the Members as may be lawfully made out of the assets of
          the Company. No unpaid distribution shall bear interest as against the
          Company.

     16.6 The Board may fix any date as the record date for determining the
          Members entitled to receive any dividend or other distribution, but,
          unless so fixed, the record date shall be the date of the Directors'
          resolution declaring same.

17.  POWER TO SET ASIDE PROFITS

     17.1 Subject to these Articles, the Board may, before declaring a dividend,
          set aside out of the surplus or profits of the Company, such sum as it
          thinks proper as a reserve to be used to meet contingencies or for
          equalising dividends or for any other purpose. Pending application,
          such sums may be employed in the business of the Company or invested,
          and need not be kept separate from other assets of the Company. The
          Directors may also, without placing the same to reserve, carry forward
          any profit which they decide not to distribute.

     17.2 Subject to any direction from the Company in general meeting, the
          Directors may on behalf of the Company exercise all the powers and
          options conferred on the Company by the Law in regard to the Company's
          share premium account.

18.  METHOD OF PAYMENT

     18.1 Any dividend, interest, or other monies payable in cash in respect of
          the shares may be paid by cheque or draft sent through the post
          directed to the Member at such Member's address in the Register of
          Members, or to such person and to such address as the holder may in
          writing direct.

     18.2 In the case of joint holders of shares, any dividend, interest or
          other monies payable in cash in respect of shares may be paid by
          cheque or draft sent through the post directed to the address of the
          holder first named in the Register of Members, or to such person and
          to such address as the joint holders may in writing direct. If two or
          more persons are


                                       19



          registered as joint holders of any shares any one can give an
          effectual receipt for any dividend paid in respect of such shares.

     18.3 The Board may deduct from the dividends or distributions payable to
          any Member all monies due from such Member to the Company on account
          of calls or otherwise.

19.  CAPITALISATION

     19.1 The Board may resolve to capitalise any sum for the time being
          standing to the credit of any of the Company's share premium or other
          reserve accounts or to the credit of the profit and loss account or
          otherwise available for distribution by applying such sum in paying up
          unissued shares to be allotted as fully paid bonus shares pro rata to
          the Members.

     19.2 The Board may resolve to capitalise any sum for the time being
          standing to the credit of a reserve account or sums otherwise
          available for dividend or distribution by applying such amounts in
          paying up in full partly paid or nil paid shares of those Members who
          would have been entitled to such sums if they were distributed by way
          of dividend or distribution.

                               MEETINGS OF MEMBERS

20.  ANNUAL GENERAL MEETINGS

     The Company may in each year hold a general meeting as its annual general
     meeting. The annual general meeting of the Company may be held at such time
     and place as the Chairman or any two Directors or any Director and the
     Secretary or the Board shall appoint.

21.  EXTRAORDINARY GENERAL MEETINGS

     21.1 General meetings other than annual general meetings shall be called
          extraordinary general meetings.

     21.2 Only a majority of the Board or the Chairman of the Board may call
          extraordinary general meetings, which extraordinary general meetings
          shall be held at such times and locations (as permitted hereby) as
          such person or persons shall determine.

22.  REQUISITIONED GENERAL MEETINGS

     22.1 The Board shall, on the requisition of Members holding at the date of
          the deposit of the requisition not less than one-tenth of such of the
          paid-up share capital of the Company as at the date of the deposit
          carries the right to vote at general meetings of the Company,
          forthwith proceed to convene an extraordinary general meeting of the
          Company. To be effective the requisition shall state the objects of
          the meeting, shall be in writing, signed by the requisitionists, and
          shall be deposited at the Registered Office. The requisition may
          consist of several documents in like form each signed by one or more
          requisitionists.

     22.2 If the Directors do not within twenty-one days from the date of the
          requisition duly proceed to call an extraordinary general meeting, the
          requisitionists, or any of them representing more than one half of the
          total voting rights of all of them, may themselves convene an
          extraordinary general meeting; but any meeting so called shall not be
          held more than ninety days after the requisition. An extraordinary
          general meeting called by


                                       20



          requisitionists shall be called in the same manner, as nearly as
          possible, as that in which general meetings are to be called by the
          Directors.

23.  NOTICE

     23.1 At least five days' notice of an annual general meeting shall be given
          to each Member entitled to attend and vote thereat, stating the date,
          place and time at which the meeting is to be held and if different,
          the record date for determining Members entitled to attend and vote at
          the general meeting, and, as far as practicable, the other business to
          be conducted at the meeting.

     23.2 At least five days' notice of an extraordinary general meeting shall
          be given to each Member entitled to attend and vote thereat, stating
          the date, place and time at which the meeting is to be held and the
          general nature of the business to be considered at the meeting.

     23.3 The Board may fix any date as the record date for determining the
          Members entitled to receive notice of and to vote at any general
          meeting of the Company but, unless so fixed, as regards the
          entitlement to receive notice of a meeting or notice of any other
          matter, the record date shall be the date of despatch of the notice
          and, as regards the entitlement to vote at a meeting, and any
          adjournment thereof, the record date shall be the date of the original
          meeting.

     23.4 A general meeting of the Company shall, notwithstanding that it is
          called on shorter notice than that specified in these Articles, be
          deemed to have been properly called if it is so agreed by (i) all the
          Members entitled to attend and vote thereat in the case of an annual
          general meeting; and (ii) in the case of an extraordinary general
          meeting, by seventy-five percent of the Members entitled to attend and
          vote thereat.

     23.5 The accidental omission to give notice of a general meeting to, or the
          non-receipt of a notice of a general meeting by, any person entitled
          to receive notice shall not invalidate the proceedings at that
          meeting.

24.  GIVING NOTICE

     24.1 A notice may be given by the Company to any Member either by
          delivering it to such Member in person or by sending it to such
          Member's address in the Register of Members or to such other address
          given for the purpose. For the purposes of this Article, a notice may
          be sent by letter mail, courier service, cable, telex, telecopier,
          facsimile, electronic mail or other mode of representing words in a
          legible form.

     24.2 Any notice required to be given to a Member shall, with respect to any
          shares held jointly by two or more persons, be given to whichever of
          such persons is named first in the Register of Members and notice so
          given shall be sufficient notice to all the holders of such shares.

     24.3 Any notice shall be deemed to have been served at the time when the
          same would be delivered in the ordinary course of transmission and, in
          proving such service, it shall be sufficient to prove that the notice
          was properly addressed and prepaid, if posted, and the time when it
          was posted, delivered to the courier or to the cable company or
          transmitted by telex, facsimile, electronic mail, or such other method
          as the case may be.


                                       21



25.  POSTPONEMENT OF GENERAL MEETING

     The Board may postpone any general meeting called in accordance with the
     provisions of these Articles provided that notice of postponement is given
     to each Member before the time for such meeting. Fresh notice of the date,
     time and place for the postponed meeting shall be given to each member in
     accordance with the provisions of these Articles.

26.  PARTICIPATING IN MEETINGS BY TELEPHONE

     Members may participate in any general meeting by means of such telephone,
     electronic or other communication facilities as permit all persons
     participating in the meeting to communicate with each other simultaneously
     and instantaneously, and participation in such a meeting shall constitute
     presence in person at such meeting.

27.  QUORUM AT GENERAL MEETINGS

     27.1 At any general meeting of the Company two or more persons present in
          person and representing in person or by proxy in excess of 50% of the
          total issued voting shares in the Company throughout the meeting shall
          form a quorum for the transaction of business, provided that if the
          Company shall at any time have only one Member, one Member present in
          person or by proxy shall form a quorum for the transaction of business
          at any general meeting of the Company held during such time.

     27.2 If within half an hour from the time appointed for the meeting a
          quorum is not present, the meeting shall stand adjourned to the same
          day one week later, at the same time and place or to such other day,
          time or place as the Board may determine.

28.  CHAIRMAN TO PRESIDE

     Unless otherwise agreed by a majority of those attending and entitled to
     vote thereat, the Chairman, if there be one, shall act as chairman at all
     meetings of the Members at which such person is present. In his absence a
     chairman shall be appointed or elected by those present at the meeting and
     entitled to vote.

29.  VOTING ON RESOLUTIONS

     29.1 Subject to the provisions of the Law and these Articles, any question
          proposed for the consideration of the Members at any general meeting
          shall be decided by the affirmative votes of a majority of the votes
          cast in accordance with the provisions of these Articles and in the
          case of an equality of votes the resolution shall fail.

     29.2 No Member shall be entitled to vote at a general meeting unless such
          Member has paid all the calls on all shares held by such Member.

     29.3 At any general meeting a resolution put to the vote of the meeting
          shall, in the first instance, be voted upon by a show of hands and,
          subject to any rights or restrictions for the time being lawfully
          attached to any class of shares and subject to the provisions of these
          Articles, every Member present in person and every person holding a
          valid proxy at such meeting shall be entitled to one vote and shall
          cast such vote by raising his hand.

     29.4 At any general meeting if an amendment shall be proposed to any
          resolution under consideration and the chairman of the meeting shall
          rule on whether the proposed


                                       22



          amendment is out of order, the proceedings on the substantive
          resolution shall not be invalidated by any error in such ruling.

     29.5 At any general meeting a declaration by the chairman of the meeting
          that a question proposed for consideration has, on a show of hands,
          been carried, or carried unanimously, or by a particular majority, or
          lost, and an entry to that effect in a book containing the minutes of
          the proceedings of the Company shall, subject to the provisions of
          these Articles, be conclusive evidence of that fact.

30.  POWER TO DEMAND A VOTE ON A POLL

     30.1 Notwithstanding the foregoing, a poll may be demanded by the Chairman
          or at least one Member.

     30.2 Where a poll is demanded, subject to any rights or restrictions for
          the time being lawfully attached to any class of shares, every person
          present at such meeting shall have one vote for each share of which
          such person is the holder or for which such person holds a proxy and
          such vote shall be counted by ballot as described herein, or in the
          case of a general meeting at which one or more Members are present by
          telephone, in such manner as the chairman of the meeting may direct
          and the result of such poll shall be deemed to be the resolution of
          the meeting at which the poll was demanded and shall replace any
          previous resolution upon the same matter which has been the subject of
          a show of hands. A person entitled to more than one vote need not use
          all his votes or cast all the votes he uses in the same way.

     30.3 A poll demanded for the purpose of electing a chairman of the meeting
          or on a question of adjournment shall be taken forthwith and a poll
          demanded on any other question shall be taken in such manner and at
          such time and place at such meeting as the chairman of the meeting may
          direct and any business other than that upon which a poll has been
          demanded may be proceeded with pending the taking of the poll.

     30.4 Where a vote is taken by poll, each person present and entitled to
          vote shall be furnished with a ballot paper on which such person shall
          record his vote in such manner as shall be determined at the meeting
          having regard to the nature of the question on which the vote is
          taken, and each ballot paper shall be signed or initialed or otherwise
          marked so as to identify the voter and the registered holder in the
          case of a proxy. At the conclusion of the poll, the ballot papers
          shall be examined and counted by a committee of not less than two
          Members or proxy holders appointed by the chairman for the purpose and
          the result of the poll shall be declared by the chairman.

31.  VOTING BY JOINT HOLDERS OF SHARES

     In the case of joint holders, the vote of the senior who tenders a vote
     (whether in person or by proxy) shall be accepted to the exclusion of the
     votes of the other joint holders, and for this purpose seniority shall be
     determined by the order in which the names stand in the Register of
     Members.


                                       23



32.  INSTRUMENT OF PROXY

     32.1 An instrument appointing a proxy shall be in writing or transmitted by
          electronic mail in substantially the following form or such other form
          as the chairman of the meeting shall accept:

                                      Proxy
                                - (the "Company")

          I/We, [insert names here], being a Member of the Company with [number]
          shares, HEREBY APPOINT [name] of [address] or failing him, [name] of
          [address] to be my/our proxy to vote for me/us at the meeting of the
          Members held on the [__] day of [__], 200[__] and at any adjournment
          thereof. (Any restrictions on voting to be inserted here.)

Signed this [__] day of [__], 200[__]


- -------------------------------------
Member(s)

     32.2 The instrument of proxy shall be signed or, in the case of a
          transmission by electronic mail, electronically signed in a manner
          acceptable to the chairman, by the appointor or by the appointor's
          attorney duly authorised in writing, or if the appointor is a
          corporation, either under its seal or signed or, in the case of a
          transmission by electronic mail, electronically signed in a manner
          acceptable to the chairman, by a duly authorised officer or attorney.

     32.3 A member who is the holder of two or more shares may appoint more than
          one proxy to represent him and vote on his behalf.

     32.4 The decision of the chairman of any general meeting as to the validity
          of any appointment of a proxy shall be final.

33.  REPRESENTATION OF CORPORATE MEMBER

     33.1 A corporation which is a Member may, by written instrument, authorise
          such person or persons as it thinks fit to act as its representative
          at any meeting of the Members and any person so authorised shall be
          entitled to exercise the same powers on behalf of the corporation
          which such person represents as that corporation could exercise if it
          were an individual Member, and that Member shall be deemed to be
          present in person at any such meeting attended by its authorised
          representative or representatives.

     33.2 Notwithstanding the foregoing, the chairman of the meeting may accept
          such assurances as he thinks fit as to the right of any person to
          attend and vote at general meetings on behalf of a corporation which
          is a Member.

34.  ADJOURNMENT OF GENERAL MEETING

     The chairman of a general meeting may, with the consent of a majority in
     number of those present at any general meeting at which a quorum is
     present, and shall if so directed, adjourn the meeting. Unless the meeting
     is adjourned for more than 60 days fresh notice of the date, time and place
     for the resumption of the adjourned meeting shall be given to each Member
     entitled to attend and vote thereat, in accordance with the provisions of
     these Articles.


                                       34


35.  WRITTEN RESOLUTIONS

     35.1 Anything which may be done by resolution of the Company in general
          meeting or by resolution of a meeting of any class of the Members may,
          without a meeting and without any previous notice being required, be
          done by resolution in writing signed by, or in the case of a Member
          that is a corporation whether or not a company within the meaning of
          the Law, on behalf of, all the Members who at the date of the
          resolution would be entitled to attend the meeting and vote on the
          resolution.

     35.2 A resolution in writing may be signed by, or in the case of a Member
          that is a corporation whether or not a company within the meaning of
          the Law, on behalf of, all the Members, or all the Members of the
          relevant class thereof, in as many counterparts as may be necessary.

     35.3 A resolution in writing made in accordance with this Article is as
          valid as if it had been passed by the Company in general meeting or by
          a meeting of the relevant class of Members, as the case may be, and
          any reference in any Article to a meeting at which a resolution is
          passed or to Members voting in favour of a resolution shall be
          construed accordingly.

     35.4 A resolution in writing made in accordance with this Article shall
          constitute minutes for the purposes of the Law.

     35.5 For the purposes of this Article, the date of the resolution is the
          date when the resolution is signed by, or in the case of a Member that
          is a corporation whether or not a company within the meaning of the
          Law, on behalf of, the last Member to sign and any reference in any
          Article to the date of passing of a resolution is, in relation to a
          resolution made in accordance with this Article, a reference to such
          date.

36.  DIRECTORS ATTENDANCE AT GENERAL MEETINGS

     The Directors of the Company shall be entitled to receive notice of, attend
     and be heard at any general meeting.

                             DIRECTORS AND OFFICERS

37.  ELECTION OF DIRECTORS

     37.1 The Board shall be elected or appointed in writing in the first place
          by the subscribers to the Memorandum of Association or by a majority
          of them. There shall be no shareholding qualification for Directors
          unless prescribed by special resolution.

     37.2 The Directors may from time to time appoint any person to be a
          Director by a majority vote, either to fill a casual vacancy or as an
          addition to the existing Directors, subject to Articles 37.4 and 37.5
          hereof.

     37.3 The Company may from time to time by ordinary resolution appoint any
          person to be a Director, subject to Articles 37.4 and 37.5 hereof.

     37.4 If and for so long as the holders of Series A Shares, together with
          its Affiliates, holds at least thirty-three percent (33%) of the
          Series A Conversion Shares, the holders of the Series A Shares shall
          be entitled to appoint, and to remove from office and replace one


                                       25



          (1) person as director of the Company ("SERIES A NOMINEE DIRECTOR"),
          following prior consultation with the Company. If the holders of the
          Series A Shares, together with its Affiliates, ceases to hold at least
          thirty-three percent (33%) of the Series A Conversion Shares, the
          holders of the Series A Shares shall remove the Series A Nominee
          Director, or cause the Series A Nominee Director to resign, from the
          Board, in each case, immediately following the appointment by the
          Founder of a replacement director therefor.

     37.5 If and for so long as the Lead Series B Shareholder, together with its
          Affiliates, holds at least thirty-three percent (33%) of the Series B
          Conversion Shares, the Lead Series B Shareholder shall be entitled to
          appoint, or to remove from office and replace a person to the board of
          directors of each of the Company and the Operating Subsidiary (each, a
          "SERIES B NOMINEE DIRECTOR" and together with the Series A Nominee
          Director, the "PREFERRED SHAREHOLDER NOMINEE DIRECTORS"), following
          prior consultation with the Company. If the Lead Series B Shareholder,
          together with its Affiliates, ceases to hold at least thirty-three
          percent (33%) of the Series B Conversion Shares, the Lead Series B
          Shareholder shall remove the Series B Nominee Director, or cause the
          Series B Nominee Director to resign, from the board of directors of
          each of the Company and the Operating Subsidiary, in each case,
          immediately following the appointment by the Founder of a replacement
          director therefor. Any appointment or removal of independent directors
          of the Company and/or its Subsidiaries shall be subject to the written
          consent of the Series B Nominee Director, if any.

     37.6 The Preferred Shareholder Directors shall have the right to appoint
          alternates or proxies to attend any meeting of the Board and to vote
          on matters before the Board on the behalf of the Preferred
          Shareholders.

38.  NUMBER OF DIRECTORS

     The Board shall consist of not less than one Director and no more than
     seven Directors. The alteration of the minimum or maximum size of the Board
     shall require the affirmative votes of at least the Majority of Series A
     Shareholders and the Lead Series B Shareholder, voting separately as two
     classes.

39.  TERM OF OFFICE OF DIRECTORS

     Subject to Article 37, an appointment of a Director may be on terms that
     the Director shall automatically retire from office (unless he has sooner
     vacated office) at the next or a subsequent annual general meeting or upon
     any specified event or after any specified period; but no such term shall
     be implied in the absence of express provision.

40.  ALTERNATE DIRECTORS

     40.1 A Director may at any time appoint any person (including another
          Director) to be his Alternate Director and may at any time terminate
          such appointment. An appointment and a termination of appointment
          shall be by notice in writing signed by the Director and deposited at
          the Registered Office or delivered at a meeting of the Directors.

     40.2 The appointment of an Alternate Director shall determine on the
          happening of any event which, if he were a Director, would cause him
          to vacate such office or if his appointor ceases for any reason to be
          a Director.


                                       26



     40.3 An Alternate Director shall be entitled to receive notices of meetings
          of the Directors and shall be entitled to attend and vote as a
          Director at any such meeting at which his appointor is not personally
          present and generally at such meeting to perform all the functions of
          his appointor as a Director; and for the purposes of the proceedings
          at such meeting these Articles shall apply as if he (instead of his
          appointor) were a Director, save that he may not himself appoint an
          Alternate Director or a proxy.

     40.4 If an Alternate Director is himself a Director or attends a meeting of
          the Directors as the Alternate Director of more than one Director, his
          voting rights shall be cumulative.

     40.5 Unless the Directors determine otherwise, an Alternate Director may
          also represent his appointor at meetings of any committee of the
          Directors on which his appointor serves; and the provisions of this
          Article shall apply equally to such committee meetings as to meetings
          of the Directors.

     40.6 If so authorised by an express provision in his notice of appointment,
          an Alternate Director may join in a written resolution of the
          Directors adopted pursuant to these Articles and his signature of such
          resolution shall be as effective as the signature of his appointor.

     40.7 Save as provided in these Articles an Alternate Director shall not, as
          such, have any power to act as a Director or to represent his
          appointor and shall not be deemed to be a Director for the purposes of
          these Articles.

     40.8 A Director who is not present at a meeting of the Directors, and whose
          Alternate Director (if any) is not present at the meeting, may be
          represented at the meeting by a proxy duly appointed, in which event
          the presence and vote of the proxy shall be deemed to be that of the
          Director. All the provisions of these Articles regulating the
          appointment of proxies by Members shall apply equally to the
          appointment of proxies by Directors.

41.  REMOVAL OF DIRECTORS

     Subject to these Articles, the Company may from time to time by ordinary
     resolution remove any Director from office, whether or not appointing
     another in his stead.

42.  VACANCY IN THE OFFICE OF DIRECTOR

     The office of Director shall be vacated if the Director:

          (a)  is removed from office pursuant to these Articles;

          (b)  dies or becomes bankrupt, or makes any arrangement or composition
               with his creditors generally;

          (c)  is or becomes of unsound mind or an order for his detention is
               made under the Mental Health Law of the Cayman Islands or any
               analogous law of a jurisdiction outside the Cayman Islands, or
               dies; or

          (d)  resigns his office by notice in writing to the Company.


                                       27



43.  REMUNERATION OF DIRECTORS

     The remuneration (if any) of the Directors shall, subject to any direction
     that may be given by the Company in general meeting, be determined by the
     Directors as they may from time to time determine and shall be deemed to
     accrue from day to day. The Directors may also be paid all travel, hotel
     and other expenses properly incurred by them in attending and returning
     from the meetings of the Board, any committee appointed by the Board,
     general meetings of the Company, or in connection with the business of the
     Company or their duties as Directors generally.

44.  DEFECT IN APPOINTMENT OF DIRECTOR

     All acts done in good faith by the Board or by a committee of the Board or
     by any person acting as a Director shall, notwithstanding that it be
     afterwards discovered that there was some defect in the appointment of any
     Director or person acting as aforesaid, or that they or any of them were
     disqualified, be as valid as if every such person had been duly appointed
     and was qualified to be a Director.

45.  DIRECTORS TO MANAGE BUSINESS

     The business of the Company shall be managed and conducted by the Board. In
     managing the business of the Company, the Board may exercise all such
     powers of the Company as are not, by the Law or by these Articles (in
     particular, Clause (C) in Schedule I hereof), required to be exercised by
     the Company in general meeting subject, nevertheless, to these Articles,
     the provisions of the Law and to such directions as may be prescribed by
     the Company in general meeting.

46.  POWERS OF THE BOARD OF DIRECTORS

     46.1 The Company shall establish and maintain an Audit Committee, which
          shall consist of no more than seven members and include the Series A
          Nominee Director and the Series B Nominee Director. The chairperson of
          the Audit Committee shall be designated by the mutual agreement of the
          Series A Nominee and the Series B Nominee.

     46.2 The Company shall establish and maintain a Compensation Committee
          which shall consist of no more than seven members. The Compensation
          Committee shall make recommendations to the full Board for such
          matters as management compensation, the Company's benefit plans, and
          matters relating to the Company's option plans, if any, which shall
          include the Series A Nominee Director and the Series B Nominee
          Director.

     46.3 All other Board committees formed from time to time shall include the
          Series A Nominee Director and the Series B Nominee Director as
          members.

     46.4 Without limiting the generality of Article 45 and subject to Articles
          46.1, 46.2 and 46.3 hereof and Clause (C) of Schedule I, the Board
          may:

          (a)  appoint, suspend, or remove any manager, secretary, clerk, agent
               or employee of the Company and may fix their remuneration and
               determine their duties;

          (b)  exercise all the powers of the Company to borrow money and to
               mortgage or charge its undertaking, property and uncalled
               capital, or any part thereof, and


                                       28



               may issue debentures, debenture stock and other securities
               whether outright or as security for any debt, liability or
               obligation of the Company or any third party;

          (c)  appoint one or more Directors to the office of managing director
               or chief executive officer of the Company, who shall, subject to
               the control of the Board, supervise and administer all of the
               general business and affairs of the Company;

          (d)  appoint a person to act as manager of the Company's day-to-day
               business and may entrust to and confer upon such manager such
               powers and duties as it deems appropriate for the transaction or
               conduct of such business;

          (e)  by power of attorney, appoint any company, firm, person or body
               of persons, whether nominated directly or indirectly by the
               Board, to be an attorney of the Company for such purposes and
               with such powers, authorities and discretions (not exceeding
               those vested in or exercisable by the Board) and for such period
               and subject to such conditions as it may think fit and any such
               power of attorney may contain such provisions for the protection
               and convenience of persons dealing with any such attorney as the
               Board may think fit and may also authorise any such attorney to
               sub-delegate all or any of the powers, authorities and
               discretions so vested in the attorney. Such attorney may, if so
               authorised under the seal of the Company, execute any deed or
               instrument under such attorney's person seal with the same effect
               as the affixation of the seal of the Company;

          (f)  procure that the Company pays all expenses incurred in promoting
               and incorporating the Company;

          (g)  delegate any of its powers (including the power to sub-delegate)
               to a committee of one or more persons appointed by the Board and
               every such committee shall conform to such directions as the
               Board shall impose on them. Subject to any directions or
               regulations made by the Directors for this purpose, the meetings
               and proceedings of any such committee shall be governed by the
               provisions of these Articles regulating the meetings and
               proceedings of the Board, including provisions for written
               resolutions;

          (h)  delegate any of its powers (including the power to sub-delegate)
               to any person on such terms and in such manner as the Board sees
               fit;

          (i)  present any petition and make any application in connection with
               the liquidation or reorganisation of the Company;

          (j)  in connection with the issue of any share, pay such commission
               and brokerage as may be permitted by law; and

          (k)  authorise any company, firm, person or body of persons to act on
               behalf of the Company for any specific purpose and in connection
               therewith to execute any agreement, document or instrument on
               behalf of the Company.

46A. PROCEEDINGS OF THE DIRECTORS

     The Board may meet for the despatch of business, adjourn and otherwise
     regulate its meetings as


                                       29



     it considers appropriate. Questions arising at any meeting shall be
     determined by a majority of votes. In the case of any equality of votes the
     chairman of the meeting shall have an additional or casting vote.

47.  REGISTER OF DIRECTORS AND OFFICERS

     47.1 The Board shall cause to be kept in one or more books at the
          registered office of the Company a Register of Directors and Officers
          in accordance with the Law and shall enter therein the following
          particulars with respect to each Director and Officer:

          (a)  first name and surname; and

          (b)  address.

     47.2 The Board shall, within the period of thirty days from the occurrence
          of:-

          (a)  any change among its Directors and Officers; or

          (b)  any change in the particulars contained in the Register of
               Directors and Officers,

          cause to be entered on the Register of Directors and Officers the
          particulars of such change and the date on which such change occurred,
          and shall notify the Registrar of Companies of any such change that
          takes place.

48.  OFFICERS

     The Officers shall consist of a Secretary and such additional Officers as
     the Board may determine all of whom shall be deemed to be Officers for the
     purposes of these Articles.

49.  APPOINTMENT OF OFFICERS

     The Secretary (and additional Officers, if any) shall be appointed by the
     Board from time to time.

50.  DUTIES OF OFFICERS

     The Officers shall have such powers and perform such duties in the
     management, business and affairs of the Company as may be delegated to them
     by the Board from time to time.

51.  REMUNERATION OF OFFICERS

     The Officers shall receive such remuneration as the Board may determine.

52.  CONFLICTS OF INTEREST

     52.1 Any Director, or any Director's firm, partner or any company with whom
          any Director is associated, may act in any capacity for, be employed
          by or render services to the Company and such Director or such
          Director's firm, partner or company shall be entitled to remuneration
          as if such Director were not a Director. Nothing herein contained
          shall authorise a Director or Director's firm, partner or company to
          act as Auditor to the Company.

     52.2 A Director who is directly or indirectly interested in a contract or
          proposed contract or arrangement with the Company shall declare the
          nature of such interest as required by law.


                                       30



     52.3 Following a declaration being made pursuant to this Article, and
          unless disqualified by the chairman of the relevant Board meeting, a
          Director may vote in respect of any contract or proposed contract or
          arrangement in which such Director is interested and may be counted in
          the quorum for such meeting.

53.  INDEMNIFICATION AND EXCULPATION OF DIRECTORS AND OFFICERS

     53.1 The Directors, Officers and Auditors of the Company and any trustee
          for the time being acting in relation to any of the affairs of the
          Company and every former director, officer, auditor or trustee and
          their respective heirs, executors, administrators, and personal
          representatives (each of which persons being referred to in this
          Article as an "indemnified party") shall be indemnified and secured
          harmless out of the assets of the Company from and against all
          actions, costs, charges, losses, damages and expenses which they or
          any of them shall or may incur or sustain by or by reason of any act
          done, concurred in or omitted in or about the execution of their duty,
          or supposed duty, or in their respective offices or trusts, and no
          indemnified party shall be answerable for the acts, receipts, neglects
          or defaults of the others of them or for joining in any receipts for
          the sake of conformity, or for any bankers or other persons with whom
          any moneys or effects belonging to the Company shall or may be lodged
          or deposited for safe custody, or for insufficiency or deficiency of
          any security upon which any moneys of or belonging to the Company
          shall be placed out on or invested, or for any other loss, misfortune
          or damage which may happen in the execution of their respective
          offices or trusts, or in relation thereto, PROVIDED THAT this
          indemnity shall not extend to any matter in respect of any fraud or
          dishonesty which may attach to any of the said persons. Each Member
          agrees to waive any claim or right of action such Member might have,
          whether individually or by or in the right of the Company, against any
          Director or Officer on account of any action taken by such Director or
          Officer, or the failure of such Director or Officer to take any action
          in the performance of his duties with or for the Company, PROVIDED
          THAT such waiver shall not extend to any matter in respect of any
          fraud or dishonesty which may attach to such Director or Officer.

     53.2 The Company shall reimburse the Preferred Shareholder Directors for
          all reasonably expenses incurred by the Preferred Shareholdere
          Directors relating to the Board's activities, including but not
          limited to, expenses incurred to attend Board meetings.

     53.3 The Company shall purchase and maintain insurance for the benefit of
          any Director or Officer of the Company against any liability incurred
          by him in his capacity as a Director or Officer of the Company or
          indemnifying such Director or Officer in respect of any loss arising
          or liability attaching to him by virtue of any rule of law in respect
          of any negligence, default, breach of duty or breach of trust of which
          the Director or Officer may be guilty in relation to the Company or
          any subsidiary thereof.

                       MEETINGS OF THE BOARD OF DIRECTORS

54.  BOARD MEETINGS

     The Board shall meet for the transaction of business at least once every
     three calendar months.

55.  NOTICE OF BOARD MEETINGS

     A Director may, and the Secretary on the requisition of a Director shall,
     at any time summon a


                                       31



     meeting of the Board. Notice of a meeting of the Board shall be deemed to
     be duly given to a Director if it is given to such Director verbally (in
     person or by telephone) or otherwise communicated or sent to such Director
     by post, cable, telex, telecopier, facsimile, electronic mail or other mode
     of representing words in a legible form at such Director's last known
     address or any other address given by such Director to the Company for this
     purpose.

56.  PARTICIPATION IN MEETINGS BY TELEPHONE

     Directors may participate in any meeting of the Board by means of such
     telephone, electronic or other communication facilities as permit all
     persons participating in the meeting to communicate with each other
     simultaneously and instantaneously, and participation in such a meeting
     shall constitute presence in person at such meeting.

57.  QUORUM AT BOARD MEETINGS

     The quorum necessary for the transaction of business at a meeting of the
     Board shall consist of more than fifty percent (50%) of all the directors,
     provided that the quorum shall include at lest the Series A Nominee
     Director and the Series B Nominee Director.

58.  BOARD TO CONTINUE IN THE EVENT OF VACANCY

     The Board may act notwithstanding any vacancy in its number.

59.  CHAIRMAN TO PRESIDE

     Unless otherwise agreed by a majority of the Directors attending, the
     Chairman, if there be one, shall act as chairman at all meetings of the
     Board at which such person is present. In his absence a chairman shall be
     appointed or elected by the Directors present at the meeting.

60.  WRITTEN RESOLUTIONS

     60.1 Anything which may be done by resolution of the Directors may, without
          a meeting and without any previous notice being required, be done by
          resolution in writing signed by, or in the case of a Director that is
          a corporation whether or not a company within the meaning of the Law,
          on behalf of, all the Directors.

     60.2 A resolution in writing may be signed by, or in the case of a Director
          that is a corporation whether or not a company within the meaning of
          the Law, on behalf of, all the Directors in as many counterparts as
          may be necessary.

     60.3 A resolution in writing made in accordance with this Article is as
          valid as if it had been passed by the Directors in a directors'
          meeting, and any reference in any Article to a meeting at which a
          resolution is passed or to Directors voting in favour of a resolution
          shall be construed accordingly.

     60.4 A resolution in writing made in accordance with this Article shall
          constitute minutes for the purposes of the Law.

     60.5 For the purposes of this Article, the date of the resolution is the
          date when the resolution is signed by, or in the case of a Director
          that is a corporation whether or not a company within the meaning of
          the Law, on behalf of, the last Director to sign (or Alternate
          Director to sign if so authorised under Article 40.6), and any
          reference in any Article to


                                       32



          the date of passing of a resolution is, in relation to a resolution
          made in accordance with this Article, a reference to such date.

61.  VALIDITY OF PRIOR ACTS OF THE BOARD

     No regulation or alteration to these Articles made by the Company in
     general meeting shall invalidate any prior act of the Board which would
     have been valid if that regulation or alteration had not been made.

                                CORPORATE RECORDS

62.  MINUTES

     The Board shall cause minutes to be duly entered in books provided for the
     purpose:

          (a)  of all elections and appointments of Officers;

          (b)  of the names of the Directors present at each meeting of the
               Board and of any committee appointed by the Board; and

          (c)  of all resolutions and proceedings of general meetings of the
               Members, meetings of the Board, meetings of managers and meetings
               of committees appointed by the Board.

63.  REGISTER OF MORTGAGES AND CHARGES

     63.1 The Directors shall cause to be kept the Register of Mortgages and
          Charges required by the Law.

     63.2 The Register of Mortgages and Charges shall be open to inspection in
          accordance with the Law, at the office of the Company on every
          business day in the Cayman Islands, subject to such reasonable
          restrictions as the Board may impose, so that not less than two hours
          in each such business day be allowed for inspection.

64.  FORM AND USE OF SEAL

     64.1 The Seal shall only be used by the authority of the Directors or of a
          committee of the Directors authorised by the Directors in that behalf;
          and, until otherwise determined by the Directors, the Seal shall be
          affixed in the presence of a Director or the Secretary or an assistant
          secretary or some other person authorised for this purpose by the
          Directors or the committee of Directors.

     64.2 Notwithstanding the foregoing, the Seal may without further authority
          be affixed by way of authentication to any document required to be
          filed with the Registrar of Companies in the Cayman Islands, and may
          be so affixed by any Director, Secretary or assistant secretary of the
          Company or any other person or institution having authority to file
          the document as aforesaid.

     64.3 The Company may have one or more duplicate Seals, as permitted by the
          Law; and, if the Directors think fit, a duplicate Seal may bear on its
          face of the name of the country, territory, district or place where it
          is to be issued.


                                       33



                                    ACCOUNTS

65.  BOOKS OF ACCOUNT

     65.1 The Board shall cause to be kept proper records of account with
          respect to all transactions of the Company and in particular with
          respect to:-

          (a)  all sums of money received and expended by the Company and the
               matters in respect of which the receipt and expenditure relates;

          (b)  all sales and purchases of goods by the Company; and

          (c)  all assets and liabilities of the Company.

     65.2 Such records of account shall be kept and proper books of account
          shall not be deemed to be kept with respect to the matters aforesaid
          if there are not kept, at such place as the Board thinks fit, such
          books as are necessary to give a true and fair view of the state of
          the Company's affairs and to explain its transactions.

     65.3 No Member (not being a Director) shall have any right of inspecting
          any account or book or document of the Company.

66.  FINANCIAL YEAR END

     The financial year end of the Company shall be 31st December in each year
     but, subject to any direction of the Company in general meeting, the Board
     may from time to time prescribe some other period to be the financial year,
     provided that the Board may not without the sanction of an ordinary
     resolution prescribe or allow any financial year longer than eighteen
     months.

                                     AUDITS

67.  AUDIT

     Nothing in these Articles shall be construed as making it obligatory to
     appoint Auditors.

68.  APPOINTMENT OF AUDITORS

     68.1 The Company may in general meeting appoint Auditors to hold office for
          such period as the Members may determine.

     68.2 Whenever there are no Auditors appointed as aforesaid the Directors
          may appoint Auditors to hold office for such period as the Directors
          may determine or earlier removal from office by the Company in general
          meeting.

     68.3 The Auditor may be a Member but no Director, Officer or employee of
          the Company shall, during his continuance in office, be eligible to
          act as an Auditor of the Company.

69.  REMUNERATION OF AUDITORS

     Unless fixed by the Company in general meeting the remuneration of the
     Auditor shall be as determined by the Directors.

70.  DUTIES OF AUDITOR

     The Auditor shall make a report to the Members on the accounts examined by
     him and on every


                                       34



     set of financial statements laid before the Company in general meeting, or
     circulated to Members, pursuant to this Article during the Auditor's tenure
     of office.

71.  ACCESS TO RECORDS

     71.1 The Auditor shall at all reasonable times have access to the Company's
          books, accounts and vouchers and shall be entitled to require from the
          Company's Directors and Officers such information and explanations as
          the Auditor thinks necessary for the performance of the Auditor's
          duties and, if the Auditor fails to obtain all the information and
          explanations which, to the best of his knowledge and belief, are
          necessary for the purposes of their audit, he shall state that fact in
          his report to the Members.

     71.2 The Auditor shall be entitled to attend any general meeting at which
          any financial statements which have been examined or reported on by
          him are to be laid before the Company and to make any statement or
          explanation he may desire with respect to the financial statements.

                      VOLUNTARY WINDING-UP AND DISSOLUTION

72.  WINDING-UP

     72.1 The Company may be voluntarily wound-up by a special resolution of the
          Members.

     72.2 If the Company shall be wound up the liquidator may, with the sanction
          of a special resolution, divide amongst the Members in specie or in
          kind the whole or any part of the assets of the Company (whether they
          shall consist of property of the same kind or not) and may, for such
          purpose, set such value as he deems fair upon any property to be
          divided as aforesaid and may determine how such division shall be
          carried out as between the Members or different classes of Members.
          The liquidator may, with the like sanction, vest the whole or any part
          of such assets in the trustees upon such trusts for the benefit of the
          Members as the liquidator shall think fit, but so that no Member shall
          be compelled to accept any shares or other securities or assets
          whereon there is any liability.

                             CHANGES TO CONSTITUTION

73.  CHANGES TO ARTICLES

     Subject to the Law and to the conditions contained in its memorandum, the
     Company may, by special resolution, alter or add to its Articles.

74.  CHANGES TO THE MEMORANDUM OF ASSOCIATION

     Subject to the Law, the Company may from time to time by special resolution
     alter its Memorandum of Association with respect to any objects, powers or
     other matters specified therein.

75.  DISCONTINUANCE

     The Board may exercise all the powers of the Company to transfer by way of
     continuation the Company to a named country or jurisdiction outside the
     Cayman Islands pursuant to the Law.


                                       35



                                   SCHEDULE I

The Ordinary Shares and the Preferred Shares (comprising Series A Shares and
Series B Shares) shall have the following rights and be subject to the following
restrictions:

(A)  DIVIDEND RIGHTS

     (i)  The Company shall not declare, pay or set aside any dividends on
          shares of any class or series of shares unless the holders of the
          Preferred Share then outstanding shall first receive, or
          simultaneously receive, in full, a dividend on each outstanding
          Preferred Share in an amount at least equal to (i) in the case of a
          dividend on Ordinary Shares or any class or series that is convertible
          into Ordinary Shares, such dividend per Preferred Share as would equal
          the product of (a) the dividend payable on each share of such class or
          series determined, if applicable, as if all such shares of such class
          or series had been converted into Ordinary Shares and (b) the number
          of Ordinary Shares issuable upon conversion of a Preferred Share, in
          each case calculated on the record date for determination of holders
          entitled to receive such dividend.

(B)  VOTING RIGHTS

     (i)  General Rights. Subject to the provisions of the Memorandum and these
          Articles, at all general  meetings of the Company: (a) the holder of
          each Ordinary Share issued and outstanding shall have one vote in
          respect of each Ordinary Share held, and (b) the holder of each
          Preferred Share shall be entitled to such number of votes as equals
          the whole number of Ordinary Shares into which such holder's
          collective Preferred Shares are convertible immediately after the
          close of business on the record date of the determination of the
          Company's shareholders entitled to vote or, if no such record date is
          established, at the date such vote is taken or any written consent of
          the Company's shareholders is first solicited. Subject to provisions
          to the contrary elsewhere in the Memorandum and these Articles, or as
          required by the Law, the holders of Preferred Shares shall vote
          together with the holders of Ordinary Shares, and not as a separate
          class or series, on all matters put before the Members.

(C)  PROTECTIVE PROVISIONS

     (i)  The following actions by the Company shall be deemed to constitute a
          variation of the rights of the holders of the Preferred Shares then
          outstanding, and in addition to any other vote or consent required
          elsewhere in the Memorandum and these Articles or by the Law, neither
          the Company nor the Operating Subsidiary shall take any of the
          following actions without first obtaining the affirmative vote of the
          Majority of the Series A Shareholders and the Lead Series B
          Shareholder then outstanding, voting as separate classes, or a written
          consent of each of the Majority of the Series A Shareholders and the
          Lead Series B Shareholder:

          (a)  Issue or sell any equity, equity-related or debt securities of
               any Group Company, other than (i) Ordinary Shares to be issued
               upon conversion of the Series A Preferred Shares or the Series B
               Preferred Shares, (ii) upon the exercise of the TB Management
               Warrant, and (iii) upon the exercise of options granted under
               stock


                                       36



               option plans approved by the Board, provided that the number of
               such Ordinary Shares shall not exceed five percent (5%) of the
               Ordinary Shares Equivalent after giving effect to the closing of
               the issuance of the Series B Shares under the Series B Purchase
               Agreement);

          (b)  Redeem, acquire or otherwise purchase any Ordinary Shares or any
               preferred stock or any other securities of the Company, or any
               equity or securities of other Group Companies, other than any
               such securities from an employee or consultant of the Company
               upon termination of such person's employment or consulting
               arrangement, as the case may be, with the Company or in
               connection with a corporate reorganization within the Group (as
               approved by the Board (including the approval of each of the
               Series A Nominee Director and the Series B Nominee Director);

          (c)  Make any acquisitions, merger or consolidation, enter into a
               joint venture arrangement or incorporate any subsidiary in excess
               of US$3 million in aggregate, unless such action and the terms
               thereof have been approved by the Board (including the approval
               of each of the Series A Nominee Director and the Series B Nominee
               Director); provided, however, that the foregoing provision shall
               not apply in the event that the Company or any Subsidiary forms a
               joint venture enterprise outside the PRC with an aggregate
               investment amount of less than US$5 million;

          (d)  Acquire any shares, securities or interests in any Person other
               than an Affiliate of the Company in excess of US$ 3 million in
               aggregate, including any joint venture entities in which the
               Company or its Affiliates hold an equity interest, in excess of
               US$ 3 million in aggregate, unless such action and the terms
               thereof have been approved by the Board (including the approval
               of each of the Series A Nominee Director and the Series B Nominee
               Director);

          (e)  Sell, lease, dispose of or otherwise transfer all or
               substantially all of the assets of any Group Company;

          (f)  Incur any indebtedness or assume any financial obligation or
               issue, assume, guarantee or create any liability for borrowed
               money from any Person other than an Affiliate of the Company in
               excess of US$3 million in aggregate at any time outstanding
               unless such liability is incurred (1) pursuant to a budget or
               business plan approved by (x) the Board and (y) the Majority of
               the Series A Shareholders and the Lead Series B Shareholder,
               voting as two separate classes (the "BUDGET" or the "BUSINESS
               PLAN", as applicable), or (2) otherwise approved by the Board
               (including the approval of each of the Series A Nominee Director
               and the Series B Nominee Director);

          (g)  Extend any loan to, or guarantee any indebtedness or financial
               obligations of, any Person other than an Affiliate of the
               Company, including any joint venture entities in which the
               Company or its Affiliates hold an equity interest unless pursuant
               to a Budget or Business plan or otherwise approved by the Board
               (including the approval of each of the Series A Nominee Director
               and the Series B Nominee Director);


                                       37



          (h)  Approve or make any capital expenditure in excess of US$3 million
               of any Group Company unless such capital expenditure is made
               pursuant to a Budget or Business plan or otherwise approved by
               the Board (including the approval of each of the Series A Nominee
               Director and the Series B Nominee Director);

          (i)  Enter into any transaction with the Founder or any of their
               respective Affiliates in excess of US$1 million in aggregate,
               unless in connection with an employment or consulting arrangement
               with a Group Company approved by the Compensation Committee of
               the Board (including the approval of each of the Series A Nominee
               Director and the Series B Nominee Director);

          (j)  Enter into any transaction with any other Group Company or any of
               their respective Affiliates in excess of US$3 million in
               aggregate, except for any purchase of silicon raw materials by
               the Operating Subsidiary from any of its Affiliates or any
               purchase or supply of PV products among the Operating Subsidiary
               and its non-PRC Subsidiaries; provided, however, that (i) the
               Company shall certify in writing to the Lead Series B Shareholder
               within one (1) month after such transaction that such transaction
               is on an arm length basis and in the ordinary course of business,
               and (ii) to the extent applicable, the establishment of such
               non-PRC Subsidiaries shall be approved by each of the Preferred
               Shareholder Directors in writing;

          (k)  Approve annual budgets and business plans;

          (l)  Appoint, terminate or change the terms of employment (including
               an increase in compensation in a twelve-month period by more than
               ten percent (10%) in the aggregate compared to the immediately
               preceding twelve-month period) with respect to the ten (10) most
               highly compensated employees of the Company;

          (m)  Amend, repeal or modify the Memorandum or Articles of Association
               of the Company, any equivalent articles of association, joint
               venture contract or any by-laws, or other constitutional
               documents of any Group Company;

          (n)  Declare or pay any dividends or any other distributions to any of
               the Shareholders;

          (o)  Make any material change in the accounting methods or policies or
               appoint, remove or change the independent public accountants
               other than as required by applicable law, regulations or
               accounting standards;

          (p)  Dissolve, liquidate, wind up, recapitalize, reorganize or
               commence any bankruptcy proceedings with respect to any Group
               Company;

          (q)  Change the principal business activities of the Company or the
               Operating Subsidiary's registered capital other than through a
               Transfer to an Affiliate of the Company or the Operating
               Subsidiary;

          (r)  Effect a recapitalization, reclassification or reorganization of
               its shares or the or registered capital of any Group Company,
               unless approved by the Board


                                       38



               (including the approval of each of the Series A Nominee Director
               and the Series B Nominee Director); and

          (s)  Issue or grant any securities to the chief executive officer, the
               chief financial officer, the chief operating officer and the
               chief technology officer of the Company and any person who is not
               an employee of a Group Company, unless such issuance and grant to
               such person has been approved by the Board (including the
               approval of each of the Series A Nominee Director and the Series
               B Nominee Director).

     (ii) The Company shall use its reasonably best efforts to procure that the
          Operating Subsidiary and any other Group Company take actions only as
          directed or permitted by the Company's Board.

(D)  LIQUIDATION RIGHTS

     (i)  Liquidation Preferences. Upon any liquidation, dissolution, or winding
          up of the Company, whether voluntary or involuntary (a "LIQUIDATION
          EVENT"):

          (a)  Before any distribution or payment of assets or surplus funds of
               the Company shall be made to the holders of any Ordinary Shares
               and any other equity securities of the Company, each holder of
               Preferred Shares shall be entitled to receive, on parity with
               each other, an amount equal to one hundred percent (100%) of the
               original issue price of each of the Preferred Shares for each
               Preferred Share in issue ("ORIGINAL ISSUE PRICE") (in each case
               as adjusted for any share splits, share dividends, combinations,
               recapitalizations and similar transactions), plus all dividends
               accrued or declared and unpaid with respect thereto (as adjusted
               for any share splits, share dividends, combinations,
               recapitalizations and similar transactions) per Preferred Share
               then held by such holder. If, upon any such liquidation,
               distribution, or winding up, the entire assets of the Company
               shall be insufficient to make payment of the foregoing amounts in
               full on all Preferred Shares, then such assets shall be
               distributed among the holders of Preferred Shares, ratably in
               proportion to the full amounts to which they would otherwise be
               respectively entitled thereon. With respect to the Series A
               Shares, the Original Issue Price shall be US$2.1049. With respect
               to the Series B Shares, the Original Issue Price shall be
               US$4.835.

          (b)  After distribution or payment in full of the amount distributable
               or payable on the Preferred Shares pursuant to the above
               paragraph, the remaining assets of the Company available for
               distribution to members shall be distributed ratably among the
               holders of outstanding Preferred Shares and Ordinary Shares in
               proportion to the number of outstanding shares held by each such
               holder, treating for this purpose all such securities as if they
               had been converted into Ordinary Shares pursuant to the terms of
               these Articles immediately prior to such dissolution, liquidation
               or winding up of the Company.

          (c)  In the event that the Company proposes to distribute assets other
               than cash in


                                       39



               connection with any liquidation, dissolution or winding up of the
               Company (not including a Deemed Liquidation Event), the value of
               the assets to be distributed to the holder of the Preferred
               Shares and Ordinary Shares shall be determined in good faith by
               the liquidator (or, in the case of any proposed distribution in
               connection with a transaction which is a Deemed Liquidation Event
               hereunder, by the Board, which decision shall include the
               affirmative vote of the Preferred Shareholder Directors, if any).
               Any securities not subject to investment letter or similar
               restrictions on free marketability shall be valued as follows:

               (x)  If traded on a securities exchange, the value shall be
                    deemed to be the average of the security's closing prices on
                    such exchange over the thirty (30) day period ending one (1)
                    day prior to the distribution;

               (y)  If actively traded over-the-counter, the value shall be
                    deemed to be the average of the closing bid prices over the
                    thirty (30) day period ending three (3) days prior to the
                    distribution; and

               (z)  If there is no active public market, the value shall be the
                    fair market value thereof as determined in good faith by the
                    liquidator (or, in the case of any proposed distribution in
                    connection with a transaction which is a deemed liquidation
                    hereunder, by the Board).

               The method of valuation of securities subject to restrictions on
               free marketability shall be adjusted to make an appropriate
               discount from the market value determined as above in
               sub-paragraphs (x), (y) or (z) of this Clause (D)(i) to reflect
               the fair market value thereof as determined in good faith by the
               liquidator (or, in the case of any proposed distribution in
               connection with a transaction which is a deemed liquidation
               hereunder, by the Board, which decision shall include the
               affirmative vote of at the Preferred Shareholder Directors, if
               any). The holders of at least a majority of the outstanding
               Series A Shares or the holders of at least a majority of the
               outstanding Series B Shares shall have the right to challenge any
               determination by the liquidator or the Board, as the case may be,
               of fair market value pursuant to this Clause (D)(i), in which
               case the determination of fair market value shall be made by an
               independent appraiser selected jointly by the liquidator or the
               Board, as the case may be, and the challenging parties, the cost
               of such appraisal to be borne equally by the Company and the
               challenging holders of Series A Shares or the Series B Shares, as
               the case may be.

     (ii) Deemed Liquidation. The following events shall be treated as a
          Liquidation Event (each, a "DEEMED LIQUIDATION EVENT") unless waived
          by the holders of at least a majority of the outstanding Series A
          Shares and a majority of the outstanding Series B Shares, voting as
          separate classes on an as-converted basis:

          (a)  any consolidation, amalgamation or merger of the Company or the
               Operating Subsidiary with or into any other Person or other
               corporate reorganization, in which the members of the Company or
               the Operating Subsidiary, as the case may be, immediately after
               to such consolidation, amalgamation, merger or


                                       40


               reorganization, own less than fifty percent (50%) of the voting
               power of the Company or the Operating Subsidiary, as the case may
               be, immediately after such consolidation, merger, amalgamation or
               reorganization, or any transaction or series of related
               transactions to which the Company or the Operating Subsidiary, as
               the case may be, is a party in which in excess of fifty percent
               (50%) of the voting power of the Company or the Operating
               Subsidiary, as the case may be, is transferred, but excluding any
               transaction effected solely for tax purposes or to change the
               domicile of the Company or the Operating Subsidiary, as the case
               may be; or

          (b)  a sale, lease or other disposition of all or substantially all of
               the assets of the Company or the Operating Subsidiary.

     Upon any Deemed Liquidation Event, any proceeds resulting to the
     shareholders of the Company therefrom shall be distributed in accordance
     with the terms of Clause (D)(i) above; provided, however, if such proceeds
     are in an amount greater than $1,000,000,000, such proceeds shall be
     distributed ratably among the holders of outstanding Preferred Shares and
     Ordinary Shares in proportion to the number of outstanding shares held by
     each such holder, treating for this purpose all such securities as if they
     had been converted into Ordinary Shares pursuant to the terms of these
     Articles immediately prior to such Deemed Liquidation Event.

(E)  CONVERSION RIGHTS

     (i)  The holders of the Preferred Shares shall have the following rights
          described below with respect to the conversion of the Preferred Shares
          into Ordinary Shares. The number of Ordinary Shares to which a holder
          shall be entitled upon conversion of any Series A Shares shall be the
          quotient of the Original Issue Price for the Series A Shares divided
          by the then-effective Series A Conversion Price (the "SERIES A
          CONVERSION PRICE") and the number of Ordinary Shares to which a holder
          shall be entitled upon conversion of any Series B Shares shall be the
          quotient of the Original Issue Price for the Series B Shares divided
          by the then-effective Series B Conversion Price (the "SERIES A
          CONVERSION PRICE" and the "SERIES B CONVERSION PRICE" shall each
          hereinafter be referred to as the "CONVERSION PRICE"). The initial
          Conversion Price shall equal the Original Issue Price. For the
          avoidance of doubt, the initial conversion ratio for the Preferred
          Shares to Ordinary Shares shall be 1:1, subject to adjustments of the
          Conversion Price, as set forth below:

          (a)  Optional Conversion.

               (1)  Subject to complying with the requirements of the Law and
                    Clause (E)(i), any Preferred Share may, at the option of the
                    holder thereof, be converted at any time into fully-paid and
                    nonassessable Ordinary Shares based on the then-effective
                    Conversion Price.

               (2)  The holder of any Preferred Shares who desires to convert
                    such shares into Ordinary Shares shall surrender the
                    certificate or certificates therefor, duly endorsed, at the
                    office of the Company or any transfer agent for the
                    Preferred Shares, and shall give written notice to the
                    Company at such


                                       41



                    office that such holder has elected to convert such shares.
                    Such notice shall state the number of Preferred Shares being
                    converted. Thereupon, the Company shall promptly issue and
                    deliver to such holder at such office a certificate or
                    certificates for the number of Ordinary Shares to which the
                    holder is entitled and update the Register of Members
                    accordingly. No fractional Ordinary Shares shall be issued
                    upon conversion of the Preferred Shares, and the number of
                    Ordinary Shares to be so issued to a holder of Preferred
                    Shares upon the conversion of such Preferred Shares (after
                    aggregating all fractional Ordinary Shares that would be
                    issued to such holder) shall be rounded to the nearest whole
                    share. Such conversion shall be deemed to have been made at
                    the close of business on the date of the surrender of the
                    certificates representing the Preferred Shares to be
                    converted, and the person entitled to receive the Ordinary
                    Shares issuable upon such conversion shall be treated for
                    all purposes as the record holder of such Ordinary Shares on
                    such date.

          (b)  Automatic Conversion.

               (1)  Without any action being required by the holder of such
                    share and whether or not the certificates representing such
                    share are surrendered to the Company or its transfer agent,
                    each Preferred Share shall automatically be converted, based
                    on the then-effective Conversion Price, into Ordinary Shares
                    upon the first to occur of (i) immediately prior to the
                    closing of a Qualified IPO, and (ii) the election of the
                    holders of a majority of the Preferred Shares then
                    outstanding, voting together as a single class. Any
                    conversion pursuant to this Clause shall be referred to as
                    an "Automatic Conversion."

               (2)  The Company shall not be obligated to issue certificates for
                    any Ordinary Shares issuable upon the Automatic Conversion
                    of any Preferred Shares unless the certificate or
                    certificates evidencing such Preferred Shares is either
                    delivered as provided below to the Company or any transfer
                    agent for the Preferred Shares, or the holder notifies the
                    Company or its transfer agent that such certificate has been
                    lost, stolen or destroyed and executes an agreement
                    satisfactory to the Company to indemnify the Company from
                    any loss incurred by it in connection with such certificate.
                    The Company shall, as soon as practicable after receipt of
                    certificates for the Preferred Shares, or satisfactory
                    agreement for indemnification in the case of a lost
                    certificate, promptly issue and deliver at its office to the
                    holder thereof a certificate or certificates for the number
                    of Ordinary Shares to which the holder is entitled. No
                    fractional Ordinary Shares shall be issued upon conversion
                    of the Preferred Shares, and the number of Ordinary Shares
                    to be so issued to a holder of converting Preferred Shares
                    (after aggregating all fractional Ordinary Shares that would
                    be issued to such holder) shall be rounded to the nearest
                    whole share. Any person entitled to receive Ordinary Shares
                    issuable upon the Automatic Conversion shall be treated for
                    all purposes as the record holder of such Ordinary Shares on
                    the date of such conversion.


                                       42



          (c)  Conversion Mechanism. The conversion hereunder of any Preferred
               Share shall be effected in the following manner:

               (1)  The Company shall redeem each Preferred Share for aggregate
                    consideration (the "Redemption Amount") equal to (a) the
                    aggregate par value of any Ordinary Shares of the Company to
                    be issued upon such conversion and (b) the aggregate value,
                    as determined by the Board of Directors, of any other assets
                    which are to be distributed upon such conversion.

               (2)  Concurrent with the redemption of such shares, the Company
                    shall apply the Redemption Amount for the benefit of the
                    holder of the Preferred Shares to pay for any Ordinary
                    Shares of the Company issuable, and any other assets
                    distributable, to such holder in connection with such
                    conversion.

               (3)  Upon application of the Redemption Amount, the Company shall
                    issue to the holder of the Preferred Shares all Ordinary
                    Shares issuable, and distribute to such holder all other
                    assets distributable, upon such conversion.

          (d)  Conversion Price. The Conversion Price shall be adjusted from
               time to time as provided below:

               (1)  Adjustment for Share Splits and Consolidations. If the
                    Company shall at any time, or from time to time, effect a
                    subdivision of the outstanding Ordinary Shares, the
                    Conversion Price in effect immediately prior to such
                    subdivision shall be proportionately decreased. Conversely,
                    if the Company shall at any time, or from time to time,
                    consolidate the outstanding Ordinary Shares into a smaller
                    number of shares, the Conversion Price in effect immediately
                    prior to the consolidation shall be proportionately
                    increased. Any adjustment under this paragraph shall become
                    effective at the close of business on the date the
                    subdivision or consolidation becomes effective.

               (2)  Adjustment for Ordinary Share Dividends and Distributions.
                    If the Company makes (or fixes a record date for the
                    determination of holders of Ordinary Shares entitled to
                    receive) a dividend or other distribution to the holders of
                    Ordinary Shares payable in additional Ordinary Shares, the
                    Conversion Price then in effect shall be decreased as of the
                    time of such issuance (or in the event such record date is
                    fixed, as of the close of business on such record date) by
                    multiplying such Conversion Price then in effect by a
                    fraction (i) the numerator of which is the total number of
                    Ordinary Shares issued and outstanding immediately prior to
                    the time of such issuance or the close of business on such
                    record date, and (ii) the denominator of which is the total
                    number of Ordinary Shares issued and outstanding immediately
                    prior to the time of such issuance or the close of


                                       43



                    business on such record date plus the number of Ordinary
                    Shares issuable in payment of such dividend or distribution.

               (3)  Adjustments for Other Dividends. If the Company at any time,
                    or from time to time, makes (or fixes a record date for the
                    determination of holders of Ordinary Shares entitled to
                    receive) a dividend or other distribution payable in
                    securities of the Company other than Ordinary Shares or
                    Ordinary Share Equivalents, then, and in each such event,
                    provision shall be made so that, upon conversion of any
                    Preferred Share thereafter, the holder thereof shall
                    receive, in addition to the number of Ordinary Shares
                    issuable thereon, the amount of securities of the Company
                    which the holder of such share would have received had the
                    Preferred Shares been converted into Ordinary Shares
                    immediately prior to such event, all subject to further
                    adjustment as provided herein.

               (4)  Reorganizations, Mergers, Consolidations, Reclassifications,
                    Exchanges, Substitutions. If at any time, or from time to
                    time, any capital reorganization or reclassification of the
                    Ordinary Shares (other than as a result of a share dividend,
                    subdivision, split or consolidation otherwise treated above)
                    occurs or the Company is consolidated, merged or amalgamated
                    with or into another Person (other than a Deemed Liquidation
                    Event), then in any such event, provision shall be made so
                    that, upon conversion of any Preferred Share thereafter, the
                    holder thereof shall receive the kind and amount of shares
                    and other securities and property which the holder of such
                    share would have received had the Preferred Shares been
                    converted into Ordinary Shares on the date of such event,
                    all subject to further adjustment as provided herein, or
                    with respect to such other securities or property, in
                    accordance with any terms applicable thereto.

               (5)  Sale of Shares below the Conversion Price. In the event the
                    Company shall at any time after the Original Issue Date
                    issue Additional Ordinary Shares, without consideration or
                    for a consideration per share less than the applicable
                    Conversion Price in effect immediately prior to such issue,
                    then the Conversion Price shall be reduced, concurrently
                    with such issue, to a price (calculated to the nearest
                    $0.01) determined in accordance with the following formula:

                    CP2 = CP1 * (A + B) / (A + C)

                    For purposes of the foregoing formula, the following
                    definitions shall apply:

                    (aa) CP2 shall mean the Conversion Price in effect
                         immediately after such issue of Additional Ordinary
                         Shares;

                    (bb) CP1 shall mean the Conversion Price in effect
                         immediately prior to such issue of Additional Ordinary
                         Shares;


                                       44



                    (cc) "A" shall mean the number of Ordinary Shares
                         outstanding and deemed outstanding immediately prior to
                         such issue of Additional Ordinary Shares (treating for
                         this purpose as outstanding all shares of Ordinary
                         Shares issuable upon exercise, conversion or exchange
                         of Ordinary Share Equivalents (including the Preferred
                         Shares outstanding immediately prior to such issue));

                    (dd) "B" shall mean the number of Ordinary Shares that would
                         have been issued if such Additional Ordinary Shares had
                         been issued at a price per share equal to CP1
                         (determined by dividing the aggregate consideration
                         received by the Company in respect of such issue by
                         CP1); and

                    (ee) "C" shall mean the number of such Additional Ordinary
                         Shares issued in such transaction.

          (e)  Determination of Consideration.

               (1)  For the purpose of making any adjustment to the Conversion
                    Price or number of Ordinary Shares issuable upon conversion
                    of the Preferred Shares, as provided in Clause (E)(i)(d)(5):

                    (i)  To the extent it consists of cash, the consideration
                         received by the Company for any issue or sale of
                         securities shall be computed at the net amount of cash
                         received by the Company after deduction of any
                         underwriting or similar commissions, compensations,
                         discounts or concessions paid or allowed by the Company
                         in connection with such issue or sale;

                    (ii) To the extent it consists of property other than cash,
                         consideration other than cash received by the Company
                         for any issue or sale of securities shall be computed
                         at the fair market value thereof (as determined in good
                         faith by a majority of the Board of Directors including
                         the Preferred Shareholder Directors, if any), as of the
                         date of the adoption of the resolution specifically
                         authorizing such issue or sale, irrespective of any
                         accounting treatment of such property; and

                    (iii) If Additional Ordinary Shares or Ordinary Share
                         Equivalents exercisable, convertible or exchangeable
                         for Additional Ordinary Shares are issued or sold
                         together with other stock or securities or other assets
                         of the Company for consideration which covers both, the
                         consideration received for the Additional Ordinary
                         Shares or such Ordinary Share Equivalents shall be
                         computed as that portion of the consideration received
                         (as determined in good faith by a majority of the Board
                         of Directors including the Preferred Shareholder
                         Directors, if any) to be allocable to such Additional


                                       45



                         Ordinary Shares or Ordinary Share Equivalents.

                    (iv) For the purpose of making any adjustment to the
                         Conversion Price provided in Clause (E)(i)(d)(5), if at
                         any time, or from time to time, the Company issues any
                         Ordinary Share Equivalents exercisable, convertible or
                         exchangeable for Additional Ordinary Shares and the
                         Effective Conversion Price of such Ordinary Share
                         Equivalents is less than the Conversion Price in effect
                         immediately prior to such issuance, then, for purposes
                         of calculating any adjustment with respect to the
                         Conversion Price, at the time of such issuance the
                         Company shall be deemed to have issued the maximum
                         number of Additional Ordinary Shares issuable upon the
                         exercise, conversion or exchange of such Ordinary Share
                         Equivalents and to have received in consideration for
                         each Additional Ordinary Share deemed issued an amount
                         equal to the Effective Conversion Price.

          (f)  Other Dilutive Events. In case any event shall occur as to which
               the other provisions of these Articles are not strictly
               applicable, but the failure to make any adjustment to the
               Conversion Price would not fairly protect the conversion rights
               of the Preferred Shares in accordance with the essential intent
               and principles hereof, then, in each such case, the Company, in
               good faith, shall determine the appropriate adjustment to be
               made, on a basis consistent with the essential intent and
               principles established in these Articles, necessary to preserve,
               without dilution, the conversion rights of the Preferred Shares.

          (g)  Certificate of Adjustment. In the case of any adjustment or
               readjustment of the Conversion Price, the Company, at its sole
               expense, shall compute such adjustment or readjustment in
               accordance with the provisions hereof and prepare a certificate
               showing such adjustment or readjustment, and shall mail such
               certificate, by first class mail, postage prepaid, to each
               registered holder of Preferred Shares at the holder's address as
               shown in the Company's books. The certificate shall set forth
               such adjustment or readjustment, showing in detail the facts upon
               which such adjustment or readjustment is based, including a
               statement of (i) the consideration received or deemed to be
               received by the Company for any Additional Ordinary Shares issued
               or sold or deemed to have been issued or sold, (ii) the number of
               Additional Ordinary Shares issued or sold or deemed to be issued
               or sold, (iii) the Conversion Price in effect before and after
               such adjustment or readjustment, and (iv) the number of Ordinary
               Shares and the type and amount, if any, of other property which
               would be received upon conversion of the Preferred Shares after
               such adjustment or readjustment.

          (h)  Notice of Record Date. In the event the Company shall propose to
               take any action of the type or types requiring an adjustment to
               the Conversion Price or the number or character of the Preferred
               Shares as set forth herein, the Company shall give notice to the
               holders of the Preferred Shares, which notice shall specify the
               record date, if any, with respect to any such action and the date
               on which such action is to take place. Such notice shall also set
               forth such facts with respect thereto as shall be reasonably
               necessary to indicate the effect of such action (to the extent
               such effect may be known at the date of


                                       46



               such notice) on the Conversion Price and the number, kind or
               class of shares or other securities or property which shall be
               deliverable upon the occurrence of such action or deliverable
               upon the conversion of the Preferred Shares. In the case of any
               action which would require the fixing of a record date, such
               notice shall be given at least twenty (20) days prior to the date
               so fixed, and in the case of all other actions, such notice shall
               be given at least thirty (30) days prior to the taking of such
               proposed action.

          (i)  Reservation of Shares Issuable Upon Conversion. Notices. Any
               notice required or permitted pursuant to Clause (E)(i) shall be
               given in writing and shall be given either personally or by
               sending it by next-day or second-day courier service, fax,
               electronic mail or similar means to each holder of record at the
               address of such holder appearing on the books of the Company.
               Where a notice is sent by next-day or second-day courier service,
               service of the notice shall be deemed to be effected by properly
               addressing, pre-paying and sending by next-day or second-day
               service through an internationally-recognized courier a letter
               containing the notice, with a confirmation of delivery, and to
               have been effected at the expiration of two days after the letter
               containing the same is sent as aforesaid. Where a notice is sent
               by fax or electronic mail, service of the notice shall be deemed
               to be effected by properly addressing, and sending such notice
               through a transmitting organization, with a written confirmation
               of delivery, and to have been effected on the day the same is
               sent as aforesaid.

          (j)  Payment of Taxes. The Company will pay all taxes (other than
               taxes based upon income) and other governmental charges that may
               be imposed with respect to the issue or delivery of Ordinary
               Shares upon conversion of Preferred Shares, excluding any tax or
               other charge imposed in connection with any transfer involved in
               the issue and delivery of Ordinary Shares in a name other than
               that in which the Preferred Share so converted were registered.

(F)  REDEMPTION

     (i)  Except as provided for in this Article, the Preferred Shares shall not
          be redeemable.

          (a)  Optional Redemption.

               (1)  Prior to the consummation of a Qualified IPO, the holders of
                    at least a majority of the outstanding Series A Preferred
                    Shares or Series B Shares, as the case may be, may, by
                    written request to the Company (the "REDEMPTION REQUEST"),
                    require that the Company redeem all, but not less than all,
                    of the outstanding Preferred Shares held by such holders in
                    accordance with the following terms; provided that the
                    holders of Series A Shares and Series B Shares may not
                    exercise such right prior to the third anniversary of the
                    initial issuance of the first Series A Share. A Redemption
                    Request shall be given by hand or by mail to the registered
                    office of the Company.

               (2)  Following receipt of a Redemption Request, the Company shall
                    within thirty (30) calendar days give written notice (a
                    "REDEMPTION NOTICE") to each holder of record of Preferred
                    Shares, at the address last shown on the


                                       47



                    records of the Company for such holder(s). Such Redemption
                    Notice shall indicate that holders of Series A Shares or
                    Series B Shares, as the case may be, have elected redemption
                    of all of their Preferred Shares pursuant to the provisions
                    of these Articles, shall specify the redemption date, shall
                    direct the holders of such shares to submit their share
                    certificates to the Company on or before the scheduled
                    Redemption Date (as defined below), and shall direct the
                    holders of Preferred Shares who have not otherwise elected
                    to redeem their Preferred Shares of the process whereby such
                    other holders also may elect to redeem their Preferred
                    Shares pursuant to the provisions of these Articles. If the
                    Company reasonably expects that the Company's assets or
                    funds which will be legally available on the Redemption Date
                    are insufficient to pay in full each Redemption Price (as
                    defined below) to be paid at such Redemption Date, then the
                    Company shall so specify in the Redemption Notice and shall
                    also specify the number of the Series A Shares and/or Series
                    B Shares, as the case may be, that the Company reasonably
                    expects it will have sufficient funds to redeem in full on
                    the Redemption Date.

               (3)  The redemption price for each Preferred Share redeemed
                    pursuant to these Articles shall be equal to the Original
                    Issue Price for such Preferred Share plus the sum of an
                    amount representing an internal rate of return of twelve
                    percent (12%) per annum on the Original Issue Price and all
                    dividends accrued and unpaid with respect to such Preferred
                    Share (as adjusted for any share splits, share dividends,
                    combinations, recapitalizations and similar transactions)
                    calculated from the date of issuance of such Preferred Share
                    (the "REDEMPTION PRICE"). The redemption of any Preferred
                    Shares pursuant to these Articles will take place within
                    sixty (60) days of the date of such Redemption Notice at the
                    offices of the Company, or such later date or other place as
                    the holders electing to redeem their Preferred Shares and
                    the Company may mutually agree in writing (each a
                    "REDEMPTION DATE"). At a Redemption Date, subject to
                    applicable law, the Company will, from any source of assets
                    or funds legally available therefor, redeem each Preferred
                    Share that has been submitted for redemption by paying in
                    cash therefor the Redemption Price for such Preferred Share,
                    against surrender by such holder at the Company's principal
                    office of the certificate representing such share. From and
                    after a Redemption Date, if the Company makes the Redemption
                    Price available to a holder of a Preferred Share, all rights
                    of such holder (except the right to receive the Redemption
                    Price) will cease with respect to such Preferred Share, and
                    such Preferred Share will not thereafter be transferred on
                    the books of the Company or be deemed outstanding for any
                    purpose whatsoever.

     (b)  Insufficient Funds. If the Company's assets or funds which are legally
          available on any Redemption Date are insufficient to pay in full the
          Redemption Price in full on all Preferred Shares to be redeemed on
          such Redemption Date, or if the Company is otherwise prohibited by
          applicable law from making such redemption, those assets or funds
          which are legally available shall be used to the extent permitted by
          applicable law


                                       48



          to pay all Redemption Prices due on such Redemption Date ratably in
          proportion to the full amounts to which the holders to which such
          payments are due would otherwise be respectively entitled thereon.
          Thereafter, all assets or funds of the Company that become legally
          available for the redemption of shares shall immediately be used to
          pay the Redemption Prices which the Company did not pay on the date
          that the payment of such Redemption Prices were due, without limiting
          any rights of the holders of Preferred Shares which are set forth in
          the Memorandum and these Articles, or are otherwise available under
          law, the balance of any shares subject to redemption hereunder with
          respect to which the Company has become obligated to pay the
          Redemption Price but which it has not paid in full shall continue to
          have all the powers, designations, preferences and relative
          participating, optional, and other special rights (including, without
          limitation, rights to accrue dividends) which such Preferred Shares
          had prior to such date, until the Redemption Price has been paid in
          full with respect to such Preferred Shares.

     (c)  No Reissuance of Preferred Shares. No Preferred Share acquired by the
          Company by reason of redemption, purchase, conversion or otherwise
          shall be reissued.


                                       49



                                   SCHEDULE II

(A)  RIGHT OF PARTICIPATION WITH RESPECT TO NEW SECURITIES. Subject to Clauses
     (B) and (C) hereunder, the Company grants to each of the holders of
     Preferred Shares then outstanding the right of participation (the "RIGHT OF
     PARTICIPATION") to purchase its Pro Rata Share of New Securities which the
     Company may, from time to time prior to the Qualified IPO, propose to allot
     and issue; provided that (i) no holder of Series A Shares may exercise its
     Right of Participation unless the Majority of the Series A Shareholders
     elect to exercise such right and (ii) no holder of Series B Shares may
     exercise its Right of Participation unless the Lead Series B Shareholder
     elects to exercise such right. The Company shall offer to each holder of
     Preferred Shares for subscription up to its Pro Rata Share of the New
     Securities on the same terms and at the same price at which the Company
     proposes to allot and issue the New Securities.

(B)  ISSUANCE NOTICE.

     (i)  In the event the Company proposes to issue New Securities, it shall
          give the holders of the Preferred Shares then outstanding a written
          notice (the "ISSUANCE NOTICE") of the Company's intention, describing
          the type of New Securities, the price, the terms upon which the
          Company proposes to issue the same, an offer for subscription the
          aggregate number of New Securities that holders of the Series A Shares
          as a single class and holders of the Series B Shares as a single class
          are each entitled to purchase pursuant to Clause (A) above, a
          statement that all such holders shall have thirty (30) days from the
          date of receipt of the Issuance Notice to accept the offer for
          subscription under the Issuance Notice (the "ISSUANCE NOTICE PERIOD"),
          and a statement that no such holder shall be entitled to exercise the
          Right of Participation unless (i) in the case of the holders of Series
          A Shares, the Majority of the Series A Shareholders must exercise such
          right and (ii) in the case of the holders of Series B Shares, the Lead
          Series B Shareholder must exercise such right.

     (ii) If the Majority of the Series A Shareholders elect to exercise the
          Right of Participation with the Issuance Notice Period, each such
          holder may elect to purchase up to its Pro Rata Share of the New
          Securities for the price and upon the terms specified in the Issuance
          Notice by (a) giving written notice to the Company within the Issuance
          Notice Period and (b) sending payment for its Pro Rata Share of New
          Securities to the Company.

     (iii) If the Lead Series B Shareholder elects to exercise the Right of
          Participation with the Issuance Notice Period, each such holder may
          elect to purchase up to its Pro Rata Share of the New Securities for
          the price and upon the terms specified in the Issuance Notice by (a)
          giving written notice to the Company within the Issuance Notice Period
          and (b) sending payment for its Pro Rata Share of New Securities to
          the Company.

(C)  SALE OF NEW SECURITIES.

     (i)  If the Majority of the Series A Shareholders fail to exercise the
          Right of Participation within the Issuance Notice Period, the Company
          shall have sixty (60) days thereafter to sell or enter into an
          agreement (pursuant to which the sale of New Securities covered by the
          Issuance Notice shall be closed, if at all, within thirty (30) days
          after the date of such agreement) to allot and issue the New
          Securities, at a price and upon general terms no


                                       50



          more favorable to the subscriber of the New Securities than specified
          in the Issuance Notice. If the number of New Securities which the
          Majority of the Series A Shareholders elect to subscribe in the
          aggregate is less the aggregate number of New Securities that the
          holders of Series A Shares are entitled to purchase as stated in the
          Issuance Notice, the Company shall have sixty (60) days thereafter to
          sell or enter into an agreement (pursuant to which the sale of New
          Securities covered by the Issuance Notice shall be closed, if at all,
          within thirty (30) days after the date of such agreement) to allot and
          issue up to such number of the New Securities as equal to the
          difference between the number of New Securities which the Majority of
          the Series A Shareholders elect to subscribe in the aggregate and the
          aggregate number of New Securities that the holders of Series A Shares
          are entitled to purchase as stated in the Issuance Notice, at a price
          and upon general terms no more favorable to the subscriber of the New
          Securities than specified in the Issuance Notice. In the event the
          Company has not allotted and issued the New Securities within this
          ninety (90) day period, the Company shall not thereafter allot or
          issue any New Securities without first offering the New Securities to
          holders of the Series A Shares in the manner provided above.

     (ii) If the Lead Series B Shareholder fails to exercise the Right of
          Participation within the Issuance Notice Period, the Company shall
          have sixty (60) days thereafter to sell or enter into an agreement
          (pursuant to which the sale of New Securities covered by the Issuance
          Notice shall be closed, if at all, within thirty (30) days after the
          date of such agreement) to allot and issue the New Securities, at a
          price and upon general terms no more favorable to the subscriber of
          the New Securities than specified in the Issuance Notice. If the
          number of New Securities which the Lead Series B Shareholder elects to
          subscribe in the aggregate is less the aggregate number of New
          Securities that the holders of Series B Shares are entitled to
          purchase as stated in the Issuance Notice, the Company shall have
          sixty (60) days thereafter to sell or enter into an agreement
          (pursuant to which the sale of New Securities covered by the Issuance
          Notice shall be closed, if at all, within thirty (30) days after the
          date of such agreement) to allot and issue up to such number of the
          New Securities as equal to the difference between the number of New
          Securities which the Lead Series B Shareholder elects to subscribe in
          the aggregate and the aggregate number of New Securities that the
          holders of Series B Shares are entitled to purchase as stated in the
          Issuance Notice, at a price and upon general terms no more favorable
          to the subscriber of the New Securities than specified in the Issuance
          Notice. In the event the Company has not allotted and issued the New
          Securities within this ninety (90) day period, the Company shall not
          thereafter allot or issue any New Securities without first offering
          the New Securities to holders of the Series B Shares in the manner
          provided above.


                                       51



                                  SCHEDULE III

(A)  RIGHT OF FIRST REFUSAL.

     (i)  Subject to the provisions of this Clause (A) and Clauses (E) and (G)
          hereof, if the Founder proposes to sell or otherwise transfer,
          directly or indirectly ("TRANSFER"), any interest in any Ordinary
          Shares or other voting securities of the Company owned by the Founder
          (the "FOUNDER SHARES"), then each of the holders of the Preferred
          Shares shall have a right of first refusal (the "RIGHT OF FIRST
          REFUSAL") to purchase the Founder Shares proposed to be Transferred;
          provided that with respect each such Transfer, (i) no holder of Series
          A Shares may exercise its Right of First Refusal unless the Majority
          of the Series A Shareholders elect to exercise such right and (ii) no
          holder of Series B Shares may exercise its Right of First Refusal
          unless the Lead Series B Shareholder elects to exercise such right.

     (ii) The Founder shall give a written notice (the "Transfer Notice") to
          each of the holder the Preferred Shares describing fully the proposed
          Transfer, including the number of shares proposed to be Transferred,
          the proposed Transfer price, the name and address of the proposed
          Transferee and a statement that no such holder may exercise the Right
          of First Refusal unless (i) in the case of the holder of Series A
          Shares, the Majority of the Series A Shareholders must exercise such
          right and (ii) in the case of the holder of Series B Shares, the Lead
          Series B Shareholder must exercise such right. The Transfer Notice
          shall be accompanied by a written certification by the Founder that
          the proposed transferee is a bona fide purchaser and the Transfer
          Notice constitutes a binding commitment of the Founder and the
          proposed transferee, with or without conditions, for the Transfer of
          that Founder Shares subject to the Right of First Refusal of the
          Majority of the Series A Shareholders or the Lead Series B
          Shareholder, as the case may be.

     (iii) The holders of the Preferred Shares shall then have the right to
          purchase up to all of the Founder Shares subject to the Transfer
          Notice at a price per share equal to the proposed per share transfer
          price, by delivery of a notice of exercise of the Right of First
          Refusal within thirty (30) days after the date the Transfer Notice is
          delivered to such holders; provided that (i) in the case of the Series
          A Shareholders, the Majority of the Series A Shareholders have elected
          to exercise such right and (ii) in the case of the Series B
          Shareholders, the Lead Series B Shareholder has elected to exercise
          such right.

(B)  CO-SALE RIGHT.

     (i)  General. If the Founder proposes to Transfer any Founder Shares or any
          interest therein to any person or entity, each holder of the Preferred
          Shares shall have the right, exercisable upon written notice to the
          Founder within thirty (30) days after the date the Transfer Notice is
          delivered to such holder, to participate in such sale of Founder
          Shares on substantially the same terms and conditions applicable to
          the Founder (the "CO-SALE RIGHT"); provided, however, that (i) the
          Co-Sale Right shall not apply to any Transfer of Founder Shares
          pursuant to the exercise of the Right of First Refusal under Clause
          (A) and (ii) with respect to each such Transfer, (A) no holder of
          Series A Shares may exercise its Co-Sale Right unless the Majority of
          the Series A Shareholders elect to exercise such right and (B) no
          holder of Series B Shares may exercise its Co-Sale Right unless the
          Lead


                                       52



          Series B Shareholder elects to exercise such right.

     (ii) Notice of Exercise.

          (a)  Notice of exercise of the Co-Sale Right shall indicate the number
               of Founder Shares each holder of the Preferred Shares wishes to
               Transfer under the Co-Sale Right and include an acknowledgment
               from such holder that it may not exercise its Co-Sale Right
               unless (A) in the case of the holders of Series A Shares, the
               Majority of the Series A Shareholders must exercise such right
               and (ii) in the case of the holders of Series B Shares, the Lead
               Series B Shareholder must exercise such right.

          (b)  If the Majority of the Series A Shareholders elect to exercise
               the Co-Sale Right, the holders of the Series A Shares may
               Transfer in the aggregate up to the number of shares of Founder
               Shares equal to the product obtained by multiplying the aggregate
               number of the Founder Shares proposed to be Transferred as set
               out in the Transfer Notice by a fraction, (x) the numerator of
               which is the number of Shares held in the aggregate by such
               Majority of the Series A Shareholders immediately before the
               Transfer and (y) the denominator of which is the total number of
               the Shares held, in the aggregate, by the Founder and such
               Majority of the Series A Shareholders immediately before the
               Transfer. If the Majority of the Series A Shareholders exercise
               their Co-Sale Right in accordance with the terms and conditions
               set forth in this Clause (B), the Founder may Transfer its Shares
               only if the proposed transferee completes the purchase of the
               shares which such Majority of the Series A Shareholders seek to
               sell pursuant to the exercise of the Co-Sale Right.

          (c)  If the Lead Series B Shareholder elects to exercise the Co-Sale
               Right, the holders of the Series B Shares may Transfer in the
               aggregate up to the number of shares of Founder Shares equal to
               the product obtained by multiplying the aggregate number of the
               Founder Shares proposed to be Transferred as set out in the
               Transfer Notice by a fraction, (x) the numerator of which is the
               number of Shares held in the aggregate by such Lead Series B
               Shareholder immediately before the Transfer and (y) the
               denominator of which is the total number of the Shares held, in
               the aggregate, by the Founder and such Lead Series B Shareholder
               immediately before the Transfer. If the Lead Series B Shareholder
               exercises its Co-Sale Right in accordance with the terms and
               conditions set forth in this Clause (B), the Founder may Transfer
               its Shares only if the proposed transferee completes the purchase
               of the shares which such Lead Series B Shareholder seeks to sell
               pursuant to the exercise of the Co-Sale Right.

     (iii) Delivery of Certificates.

          (a)  The Majority of the Series A Shareholders shall effect their
               participation in the Transfer under this Clause (B) by, promptly
               or no later than fifteen (15) days after the exercise of such
               Majority of the Series A Shareholders of the Co-Sale Right,
               delivering to the Founder for Transfer to the prospective
               purchaser one or more certificates, properly endorsed for
               Transfer, which represent the type and number


                                       54



               of the Series A Shares which such Majority of the Series A
               Shareholders elect to Transfer; provided, however, that if the
               prospective purchaser objects to the delivery of the Series A
               Shares in lieu of Ordinary Shares, such Majority of the Series A
               Shareholders shall first convert the Series A Shares into
               Ordinary Shares and deliver Ordinary Shares as provided in this
               Clause (B). The Company agrees to make any such conversion
               concurrent with and contingent upon the actual Transfer of such
               shares to the prospective purchaser.

          (b)  The Lead Series B Shareholder shall effect its participation in
               the Transfer under this Clause (B) by, promptly or no later than
               fifteen (15) days after the exercise of the Lead Series B
               Shareholder of the Co-Sale Right, delivering to the Founder for
               Transfer to the prospective purchaser one or more certificates,
               properly endorsed for Transfer, which represent the type and
               number of the Series B Shares which such Lead Series B
               Shareholder elects to Transfer; provided, however, that if the
               prospective purchaser objects to the delivery of the Series B
               Shares in lieu of Ordinary Shares, such Lead Series B Shareholder
               shall first convert the Series B Shares into Ordinary Shares and
               deliver Ordinary Shares as provided in this Clause (B). The
               Company agrees to make any such conversion concurrent with and
               contingent upon the actual Transfer of such shares to the
               prospective purchaser.

     (iv) Sales Proceeds.

          (a)  The stock certificate or certificates that the Majority of the
               Series A Shareholders deliver to the Founder pursuant Clause
               (B)(iii)(a) shall be transferred to the prospective purchaser in
               consummation of the sale of the Founder Shares pursuant to
               substantially the same terms and conditions as specified in the
               Transfer Notice, and the Founder shall upon receiving the same
               from the prospective purchaser concurrently remit to each holder
               constituting such Majority of the Series A Shareholders on a
               prorated basis the portion of the sale proceeds to which such
               Majority of the Series A Shareholders is entitled by reason of
               its participation in the Transfer. To the extent that any
               prospective purchaser or purchasers prohibit assignment or
               otherwise refuse to purchase shares or other securities from such
               Majority of the Series A Shareholders, the Founder shall not
               Transfer to the prospective purchaser or purchasers any Series A
               Shares unless and until, simultaneously with the sale, the
               Founder purchases those shares or other securities from such
               Majority of the Series A Shareholders.

          (b)  The stock certificate or certificates that the Lead Series B
               Shareholder delivers to the Founder pursuant to Clause
               (B)(iii)(b) shall be transferred to the prospective purchaser in
               consummation of the sale of the Founder Shares pursuant to
               substantially the same terms and conditions as specified in the
               Transfer Notice, and the Founder shall upon receiving the same
               from the prospective purchaser concurrently remit to the Lead
               Series B Shareholder on a prorated basis the portion of the sale
               proceeds to which the Lead Series B Shareholder is entitled by
               reason of its participation in the Transfer. To the extent that
               any prospective purchaser or purchasers prohibit assignment or
               otherwise refuse to purchase shares or other securities from the
               Lead Series B Shareholder, the Founder shall


                                       54



               not Transfer to the prospective purchaser or purchasers any
               Series A Shares unless and until, simultaneously with the sale,
               the Founder purchases those shares or other securities from the
               Lead Series B Shareholder.

     (v)  Purchase and Sales Agreement. The terms and conditions of any sale
          pursuant to this Clause B shall be memorialized in, and governed by, a
          written purchase and sales agreement with customary terms and
          provisions for such a transaction; provided that the Majority of the
          Series A Shareholders or the Lead Series B Shareholder, as the case
          may be, shall not be required to give any representations or
          warranties other than those reasonably requested relating to its title
          in and ownership of the shares and information relating to such
          majority or in connection with complying with the relevant exemptions
          of the Securities Act.

(C)  SALE BY THE FOUNDER. Subject to Clause (F), if and to the extent that
     either or both of the Majority of the Series A Shareholders or the Lead
     Series B Shareholder do not exercise its Right of First Refusal or Co-Sale
     Right with respect to the sale of the Founder Shares subject to the
     Transfer Notice within the relevant prescribed period, the Founder may, not
     later than ninety (90) days following delivery to such Majority of the
     Series A Shareholders and/or the Lead Series B Shareholder, as the case may
     be, of the Transfer Notice, conclude a bona fide Transfer of all of the
     Founder Shares covered by the Transfer Notice on terms and conditions not
     more favorable to the transferee or transferor than those described in the
     Transfer Notice. Any proposed Transfer on terms and conditions more
     favorable than those described in the Transfer Notice, as well as any
     subsequent proposed transfer of any Founder Shares by the Founder, shall
     again be subject to the Right of First Refusal and the Co-Sale Right held
     by the Majority of the Series A Shareholders and/or the Lead Series B
     Shareholder, as the case may be, and shall require compliance by the
     Founder with the procedures described in this Schedule III.

(D)  NO ADVERSE EFFECT. The exercise or non-exercise by either or both of the
     Majority of the Series A Shareholders or the Lead Series B Shareholder of
     the Right of First Refusal or the Co-Sale Right shall not adversely affect
     its rights to participate in subsequent transfers of Founder Shares by the
     Founder subject to the provisions of this Schedule III.

(E)  EXEMPT TRANSFERS.

     (i)  Notwithstanding the foregoing, the Right of Refusal and the Co-Sale
          Right shall not apply to any transfer or transfers of Founder Shares
          by the Founder to its Affiliates or the Company's employees, provided
          that such employee transferee shall agree to the same transfer
          restrictions set out in this Schedule III.

     (ii) Notwithstanding the foregoing, the Right of First Refusal or the
          Co-Sale Right shall not apply to the sale of any Founder Shares to the
          public pursuant to a Registration Statement filed with, and declared
          effective by, the Commission under the Securities Act (or with respect
          to a Registration in a jurisdiction other than the United States, with
          or by an equivalent agency under applicable law in such jurisdiction).

(F)  PROHIBITED TRANSFER. No sale of the Shares to a transferee under Clause (E)
     shall be effective if a purpose or effect of such transfer shall have been
     to circumvent the provisions in Clauses (A) and (B) hereof. Each
     Shareholder shall remain responsible for the performance of this Article by


                                       55



     each transferee of such Shareholder to whom the Shares are transferred. If
     any Affiliate of any Shareholder to whom the Shares are transferred
     pursuant to Clause (E) ceases to be an Affiliate of such Shareholder from
     whom it acquired such Shares pursuant to such provision, such Person shall
     re-convey such Shares to such transferring Shareholder as soon as
     reasonably practicable after such Person knows of its upcoming change of
     status immediately prior thereto. If such change of status is not known
     until after its occurrence, the former Affiliate shall make such transfer
     to such transferring Shareholder as soon as practicable after the former
     Affiliate receives notice thereof.

(G)  RESTRICTIONS ON THE TRANSFER BY THE PREFERRED SHAREHOLDERS. Any Preferred
     Shares, or any classes of shares of the Company, held by the Preferred
     Shareholders are freely transferable, subject to restrictions under
     applicable laws, provided, however, that (i) the holders of the Preferred
     Shares shall give advance written notice to the Company with respect to a
     proposed transfer of such shares, and (ii) such holders shall not transfer
     such shares to any Person whose principal business is, in the good faith
     determination of two-thirds of the members of the Board (not counting the
     Series A Nominees in the event that the Series A Shares are being proposed
     to be transferred and not counting the Series B Nominees in the event that
     the Series B Shares are proposed to be transferred), in direct competition
     with the principal business of the Company at the time of such transfer. In
     addition to the foregoing, for a period of one year (1) following the date
     of the Series A Shareholders Agreement, the Series A Shareholder (or its
     Affiliates) shall not transfer shares of the Company representing, on an
     aggregated basis, more than 50% of the Series A Shares (as determined on a
     fully-diluted, as-converted basis) to a Person other than Affiliates of the
     Series A Shareholder without the prior written consent of the Company,
     which consent shall not be unreasonably withheld.


                                       56

EX-3.2

                                                                     Exhibit 3.2


                                THE COMPANIES LAW
                       EXEMPTED COMPANY LIMITED BY SHARES

                           THIRD AMENDED AND RESTATED
                            MEMORANDUM OF ASSOCIATION
                                       OF

                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
             (Adopted by special resolution passed on May 11, 2007)


1.    The name of the Company is Yingli Green Energy Holding Company Limited.

2.    The Registered Office of the Company shall be at the offices of Codan
      Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box
      2681, Grand Cayman KY1-1111, Cayman Islands.

3.    Subject to the following provisions of this Memorandum, the objects for
      which the Company is established are unrestricted.

4.    Subject to the following provisions of this Memorandum, the Company shall
      have and be capable of exercising all the functions of a natural person of
      full capacity irrespective of any question of corporate benefit, as
      provided by Section 27(2) of The Companies Law.

5.    Nothing in this Memorandum shall permit the Company to carry on a business
      for which a licence is required under the laws of the Cayman Islands
      unless duly licensed.

6.    The Company shall not trade in the Cayman Islands with any person, firm or
      corporation except in furtherance of the business of the Company carried
      on outside the Cayman Islands; provided that nothing in this clause shall
      be construed as to prevent the Company effecting and concluding contracts
      in the Cayman Islands, and exercising in the Cayman Islands all of its
      powers necessary for the carrying on of its business outside the Cayman
      Islands.

7.    The liability of each member is limited to the amount from time to time
      unpaid on such member's shares.

8.    The share capital of the Company is US$10,000,000 divided into
      1,000,000,000 shares of a nominal or par value of US$0.01 each with such
      rights and restrictions attached thereto as set out in the third amended
      and restated Articles of Association.

9.    The Company may exercise the power contained in the Companies Law to
      deregister in the Cayman Islands and be registered by way of continuation
      in another jurisdiction.



                         THE THIRD AMENDED AND RESTATED

                             ARTICLES OF ASSOCIATION



                                       OF



                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
         (ADOPTED BY WAY OF A SPECIAL RESOLUTION PASSED ON MAY 11, 2007)



                                    I N D E X



SUBJECT                                                 Article No.
- -------                                                 -----------
                                                     
Table A                                                      1
Interpretation                                               2
Share Capital                                                3
Alteration Of Capital                                        4-7
Share Rights                                                 8-9
Variation Of Rights                                         10-11
Shares                                                      12-15
Share Certificates                                          16-21
Lien                                                        22-24
Calls On Shares                                             25-33
Forfeiture Of Shares                                        34-42
Register Of Members                                         43-44
Record Dates                                                45
Transfer Of Shares                                          46-51
Transmission Of Shares                                      52-54
Untraceable Members                                         55
General Meetings                                            56-58
Notice Of General Meetings                                  59-60
Proceedings At General Meetings                             61-65
Voting                                                      66-77
Proxies                                                     78-83
Corporations Acting By Representatives                      84
No Action By Written Resolutions Of Members                 85
Board Of Directors                                          86
Retirement of Directors                                     87-88
Disqualification Of Directors                               89
Executive Directors                                         90-91
Alternate Directors                                         92-95
Directors' Fees And Expenses                                96-99
Directors' Interests                                        100-103
General Powers Of The Directors                             104-109
Borrowing Powers                                            110-113
Proceedings Of The Directors                                114-123
Audit Committee                                             124-126
Officers                                                    127-130
Register of Directors and Officers                          131
Minutes                                                     132
Seal                                                        133
Authentication Of Documents                                 134
Destruction Of Documents                                    135
Dividends And Other Payments                                136-145
Reserves                                                    146
Capitalisation                                              147-148
Subscription Rights Reserve                                 149
Accounting Records                                          150-154
Audit                                                       155-160
Notices                                                     161-163
Signatures                                                  164
Winding Up                                                  165-166
Indemnity                                                   167
Amendment To Memorandum and Articles of Association
  And Name of Company                                       168
Information                                                 169




                                      - 1 -


                                 INTERPRETATION

                                     TABLE A

1.    The regulations in Table A in the Schedule to the Companies Law (Revised)
do not apply to the Company.

                                 INTERPRETATION

2.    (1) In these Articles, unless the context otherwise requires, the words
standing in the first column of the following table shall bear the meaning set
opposite them respectively in the second column.



      WORD                      MEANING
      ----                      -------
                             
      "Audit Committee"         the audit committee of the Company
                                formed by the Board pursuant to Article 124)
                                hereof, or any successor audit committee.

      "Auditor"                 the independent auditor of the Company which shall
                                be an internationally recognized firm of
                                independent accountants.

      "Articles"                these Articles in their present form or as
                                supplemented or amended or substituted from time
                                to time.

      "Board" or "Directors"    the board of directors of the
                                Company or the directors present at a meeting of
                                directors of the Company at which a quorum is
                                present.

      "capital"                 the share capital from time to time of the
                                Company.

      "clear days"              in relation to the period of a notice, that
                                period excluding the day when the notice is given
                                or deemed to be given and the day for which it is
                                given or on which it is to take effect.

      "clearing house"          a clearing house recognised by the laws of
                                the jurisdiction in which the shares of the
                                Company (or depositary receipts therefor) are
                                listed or quoted on a stock exchange or
                                interdealer quotation system in such jurisdiction.

      "Company"                 Yingli Green Energy Holding Company Limited.

      "competent regulatory     a competent regulatory authority in the territory
      authority"                where the shares of the Company (or depositary receipts
                                therefor) are listed or quoted on a stock exchange
                                or interdealer quotation system in such territory.




                                      - 2 -


                                
      "debenture" and              include debenture stock and debenture
      "debenture holder"           stockholder respectively.

      "Designated Stock            the New York Stock Exchange Inc.
       Exchange"

      "dollars" and "$"            dollars, the legal currency of the United
                                   States of America.

      "Exchange Act"               the Securities Exchange Act of 1934, as amended.

      "head office"                such office of the Company as the
                                   Directors may from time to time determine to be
                                   the principal office of the Company.

      "Law"                        The Companies Law, Cap. 22 (Law 3 of 1961, as
                                   consolidated and revised) of the Cayman Islands.

      "Member"                     a duly registered holder from time to time of the
                                   shares in the capital of the Company.

      "month"                      a calendar month.

       "Notice"                    written notice unless otherwise specifically
                                   stated and as further defined in these Articles.

      "NYSE Listing Standards"     the listing standards set forth
                                   in the New York Stock Exchange Listed Company
                                   Manual.

      "Office"                     the registered office of the Company for the
                                   time being.

      "ordinary resolution"        a resolution shall be an ordinary resolution
                                   when it has been passed by a simple majority of
                                   votes cast by such Members as, being entitled
                                   so to do, vote in person or, in the case of any
                                   Member being a corporation, by its duly
                                   authorised representative or, where proxies are
                                   allowed, by proxy at a general meeting of which
                                   not less than ten (10) clear days' Notice has
                                   been duly given;

      "paid up"                    paid up or credited as paid up.

      "Register"                   the principal register and where applicable, any
                                   branch register of Members of the Company to be
                                   maintained at such place within or outside the
                                   Cayman Islands as the Board shall determine from
                                   time to time.

      "Registration Office"        in respect of any class of share capital such
                                   place as the Board may from time to time
                                   determine to keep a branch register of Members
                                   in respect of that class of share capital and
                                   where (except in cases where the Board





                                      - 3 -


                           
                              otherwise directs) the transfers or other
                              documents of  title for such class of share
                              capital are to be lodged for registration and
                              are to be registered.

      "SEC"                   the United States Securities and Exchange Commission.

      "Seal"                  common seal or any one or more duplicate seals of
                              the Company (including a securities seal) for use
                              in the Cayman Islands or in any place outside the
                              Cayman Islands.

      "Secretary"             any person, firm or corporation appointed by the
                              Board to perform any of the duties of secretary of
                              the Company and includes any assistant, deputy,
                              temporary or acting secretary.

      "special resolution"    a resolution shall be a special resolution when
                              it has been passed by a majority of not less
                              than two-thirds of votes cast by such Members
                              as, being entitled so to do, vote in person or,
                              in the case of such Members as are
                              corporations, by their respective duly
                              authorised representative or, where proxies are
                              allowed, by proxy at a general meeting of which
                              not less than ten (10) clear days' Notice,
                              specifying (without prejudice to the power
                              contained in these Articles to amend the same)
                              the intention to propose the resolution as a
                              special resolution, has been duly given.
                              Provided that, except in the case of an annual
                              general meeting, if it is so agreed by a
                              majority in number of the Members having the
                              right to attend and vote at any such meeting,
                              being a majority together holding not less than
                              ninety-five (95) per cent. in nominal value of
                              the shares giving that right and in the case of
                              an annual general meeting, if it is so agreed
                              by all Members entitled to attend and vote
                              thereat, a resolution may be proposed and
                              passed as a special resolution at a meeting of
                              which less than ten (10) clear days' Notice has
                              been given;

                              a special resolution shall be effective for any
                              purpose for which an ordinary resolution is
                              expressed to be required under any provision of
                              these Articles or the Statutes.

      "Statutes"              the Law and every other law of the Legislature of
                              the Cayman Islands for the time being in force
                              applying to or affecting the Company, its
                              Memorandum of Association and/or these Articles.

       "year"                 a calendar year.





                                      - 4 -


      (2)   In these Articles, unless there be something within the subject or
context inconsistent with such construction:

      (a)   words importing the singular include the plural and vice versa;

      (b)   words importing a gender include both gender and the neuter;

      (c)   words importing persons include companies, associations and bodies
            of persons whether corporate or not;

      (d)   the words:

            (i)   "may" shall be construed as permissive;

            (ii)  "shall" or "will" shall be construed as imperative;

      (e)   expressions referring to writing shall, unless the contrary
            intention appears, be construed as including printing, lithography,
            photography and other modes of representing words or figures in a
            visible form, and including where the representation takes the form
            of electronic display, provided that both the mode of service of the
            relevant document or notice and the Member's election comply with
            all applicable Statutes, rules and regulations;

      (f)   references to any law, ordinance, statute or statutory provision
            shall be interpreted as relating to any statutory modification or
            re-enactment thereof for the time being in force;

      (g)   save as aforesaid words and expressions defined in the Statutes
            shall bear the same meanings in these Articles if not inconsistent
            with the subject in the context;

      (h)   references to a document being executed include references to it
            being executed under hand or under seal or by electronic signature
            or by any other method and references to a notice or document
            include a notice or document recorded or stored in any digital,
            electronic, electrical, magnetic or other retrievable form or medium
            and information in visible form whether having physical substance or
            not.

                                  SHARE CAPITAL

3.    (1) The share capital of the Company at the date on which these Articles
come into effect shall be divided into shares of a par value of $0.01 each.

      (2)   Subject to the Law, the Company's Memorandum and Articles of
Association and, where applicable, the rules of the Designated Stock Exchange
and/or any competent regulatory authority, any power of the Company to purchase
or otherwise acquire its own shares shall be exercisable by the Board in such
manner, upon such terms and subject to such conditions as it thinks fit.



                                      - 5 -


      (3)   No share shall be issued to bearer.

                              ALTERATION OF CAPITAL

4.    The Company may from time to time by ordinary resolution in accordance
with the Law alter the conditions of its Memorandum of Association to:

      (a)   increase its capital by such sum, to be divided into shares of
            such amounts, as the resolution shall prescribe;

      (b)   consolidate and divide all or any of its capital into shares of
            larger amount than its existing shares;

      (c)   without prejudice to the powers of the Board under Article 12,
            divide its shares into several classes and without prejudice to
            any special rights previously conferred on the holders of
            existing shares attach thereto respectively any preferential,
            deferred, qualified or special rights, privileges, conditions or
            such restrictions which in the absence of any such determination
            by the Company in general meeting, as the Directors may determine
            provided always that, for the avoidance of doubt, where a class
            of shares has been authorized by the Company no resolution of the
            Company in general meeting is required for the issuance of shares
            of that class and the Directors may issue shares of that class
            and determine such rights, privileges, conditions or restrictions
            attaching thereto as aforesaid, and further provided that where
            the Company issues shares which do not carry voting rights, the
            words "non-voting" shall appear in the designation of such shares
            and where the equity capital includes shares with different
            voting rights, the designation of each class of shares, other
            than those with the most favourable voting rights, must include
            the words "restricted voting" or "limited voting";

      (d)   sub-divide its shares, or any of them, into shares of smaller
            amount than is fixed by the Memorandum of Association (subject,
            nevertheless, to the Law), and may by such resolution determine
            that, as between the holders of the shares resulting from such
            sub-division, one or more of the shares may have any such
            preferred, deferred or other rights or be subject to any such
            restrictions as compared with the other or others as the Company
            has power to attach to unissued or new shares;

      (e)   cancel any shares which, at the date of the passing of the
            resolution, have not been taken, or agreed to be taken, by any
            person, and diminish the amount of its capital by the amount of the
            shares so cancelled or, in the case of shares, without par value,
            diminish the number of shares into which its capital is divided.

5.    The Board may settle as it considers expedient any difficulty which arises
in relation to any consolidation and division under the last preceding Article
and in particular but without prejudice to the generality of the foregoing may
issue certificates in respect of fractions of shares or arrange for the sale of
the shares representing fractions and the distribution of the net proceeds of
sale (after deduction of the expenses of such sale) in due proportion amongst
the Members who would have been entitled to the fractions, and for this purpose
the Board may



                                      - 6 -


authorise some person to transfer the shares representing fractions to their
purchaser or resolve that such net proceeds be paid to the Company for the
Company's benefit. Such purchaser will not be bound to see to the application of
the purchase money nor will his title to the shares be affected by any
irregularity or invalidity in the proceedings relating to the sale.

6.    The Company may from time to time by special resolution, subject to any
confirmation or consent required by the Law, reduce its share capital or any
capital redemption reserve or other undistributable reserve in any manner
permitted by law.

7.    Except so far as otherwise provided by the conditions of issue, or by
these Articles, any capital raised by the creation of new shares shall be
treated as if it formed part of the original capital of the Company, and such
shares shall be subject to the provisions contained in these Articles with
reference to the payment of calls and instalments, transfer and transmission,
forfeiture, lien, cancellation, surrender, voting and otherwise.

                                  SHARE RIGHTS

8.    Subject to the provisions of the Law, the rules of the Designated Stock
Exchange and the Memorandum and Articles of Association and to any special
rights conferred on the holders of any shares or class of shares, and without
prejudice to Article 12 hereof, any share in the Company (whether forming part
of the present capital or not) may be issued with or have attached thereto such
rights or restrictions whether in regard to dividend, voting, return of capital
or otherwise as the Board may determine, including without limitation on terms
that they may be, or at the option of the Company or the holder are, liable to
be redeemed on such terms and in such manner, including out of capital, as the
Board may deem fit.

9.    Subject to the Law, any preferred shares may be issued or converted into
shares that, at a determinable date or at the option of the Company or the
holder if so authorised by its Memorandum of Association, are liable to be
redeemed on such terms and in such manner as the Company before the issue or
conversion may by ordinary resolution of the Members determine. Where the
Company purchases for redemption a redeemable share, purchases not made through
the market or by tender shall be limited to a maximum price as may from time to
time be determined by the Board, either generally or with regard to specific
purchases. If purchases are by tender, tenders shall comply with applicable
laws.

                               VARIATION OF RIGHTS

10.   Subject to the Law and without prejudice to Article 8, all or any of the
special rights for the time being attached to the shares or any class of shares
may, unless otherwise provided by the terms of issue of the shares of that
class, from time to time (whether or not the Company is being wound up) be
varied, modified or abrogated with the sanction of a special resolution passed
at a separate general meeting of the holders of the shares of that class. To
every such separate general meeting all the provisions of these Articles
relating to general meetings of the Company shall, mutatis mutandis, apply, but
so that:

      (a)   the necessary quorum (whether at a separate general meeting or at
            its adjourned meeting) shall be a person or persons (or in the case
            of a Member being a corporation, its duly authorized representative)
            together holding or representing



                                      - 7 -


            by proxy not less than one-third in nominal value of the issued
            shares of that class;

      (b)   every holder of shares of the class shall be entitled on a poll
            to one vote for every such share held by him; and

      (c)   any holder of shares of the class present in person or by proxy or
            authorised representative may demand a poll.

11.   The special rights conferred upon the holders of any shares or class of
shares shall not, unless otherwise expressly provided in the rights attaching to
or the terms of issue of such shares, be deemed to be varied, modified or
abrogated by the creation or issue of further shares ranking pari passu
therewith.

                                     SHARES

12.   (1) Subject to the Law, these Articles and, where applicable, the rules of
the Designated Stock Exchange and without prejudice to any special rights or
restrictions for the time being attached to any shares or any class of shares,
the unissued shares of the Company (whether forming part of the original or any
increased capital) shall be at the disposal of the Board, which may offer,
allot, grant options over or otherwise dispose of them to such persons, at such
times and for such consideration and upon such terms and conditions as the Board
may in its absolute discretion determine but so that no shares shall be issued
at a discount. In particular and without prejudice to the generality of the
foregoing, the Board is hereby empowered to authorize by resolution or
resolutions from time to time the issuance of one or more classes or series of
preferred shares and to fix the designations, powers, preferences and relative,
participating, optional and other rights, if any, and the qualifications,
limitations and restrictions thereof, if any, including, without limitation, the
number of shares constituting each such class or series, dividend rights,
conversion rights, redemption privileges, voting powers, full or limited or no
voting powers, and liquidation preferences, and to increase or decrease the size
of any such class or series (but not below the number of shares of any class or
series of preferred shares then outstanding) to the extent permitted by Law.
Without limiting the generality of the foregoing, the resolution or resolutions
providing for the establishment of any class or series of preferred shares may,
to the extent permitted by law, provide that such class or series shall be
superior to, rank equally with or be junior to the preferred shares of any other
class or series.

      (2)   Neither the Company nor the Board shall be obliged, when making or
granting any allotment of, offer of, option over or disposal of shares, to make,
or make available, any such allotment, offer, option or shares to Members or
others with registered addresses in any particular territory or territories
being a territory or territories where, in the absence of a registration
statement or other special formalities, this would or might, in the opinion of
the Board, be unlawful or impracticable. Members affected as a result of the
foregoing sentence shall not be, or be deemed to be, a separate class of members
for any purpose whatsoever. Except as otherwise expressly provided in the
resolution or resolutions providing for the establishment of any class or series
of preferred shares, no vote of the holders of preferred shares of or ordinary
shares shall be a prerequisite to the issuance of any shares of any class or
series of the preferred shares authorized by and complying with the conditions
of the Memorandum and Articles of Association.



                                      - 8 -


      (3)   The Board may issue options, warrants or convertible securities or
securities of similar nature conferring the right upon the holders thereof to
subscribe for, purchase or receive any class of shares or securities in the
capital of the Company on such terms as it may from time to time determine.

13.   The Company may in connection with the issue of any shares exercise all
powers of paying commission and brokerage conferred or permitted by the Law.
Subject to the Law, the commission may be satisfied by the payment of cash or by
the allotment of fully or partly paid shares or partly in one and partly in the
other.


14.   Except as required by law, no person shall be recognised by the Company as
holding any share upon any trust and the Company shall not be bound by or
required in any way to recognise (even when having notice thereof) any
equitable, contingent, future or partial interest in any share or any fractional
part of a share or (except only as otherwise provided by these Articles or by
law) any other rights in respect of any share except an absolute right to the
entirety thereof in the registered holder.

15.   Subject to the Law and these Articles, the Board may at any time after the
allotment of shares but before any person has been entered in the Register as
the holder, recognise a renunciation thereof by the allottee in favour of some
other person and may accord to any allottee of a share a right to effect such
renunciation upon and subject to such terms and conditions as the Board
considers fit to impose.

                               SHARE CERTIFICATES

16.   Every share certificate shall be issued under the Seal or a facsimile
thereof and shall specify the number and class and distinguishing numbers (if
any) of the shares to which it relates, and the amount paid up thereon and may
otherwise be in such form as the Directors may from time to time determine. No
certificate shall be issued representing shares of more than one class. The
Board may by resolution determine, either generally or in any particular case or
cases, that any signatures on any such certificates (or certificates in respect
of other securities) need not be autographic but may be affixed to such
certificates by some mechanical means or may be printed thereon.

17.   (1) In the case of a share held jointly by several persons, the Company
shall not be bound to issue more than one certificate therefor and delivery of a
certificate to one of several joint holders shall be sufficient delivery to all
such holders.

      (2)   Where a share stands in the names of two or more persons, the person
first named in the Register shall as regards service of notices and, subject to
the provisions of these Articles, all or any other matters connected with the
Company, except the transfer of the shares, be deemed the sole holder thereof.

18.   Every person whose name is entered, upon an allotment of shares, as a
Member in the Register shall be entitled, without payment, to receive one
certificate for all such shares of any one class or several certificates each
for one or more of such shares of such class upon payment for every certificate
after the first of such reasonable out-of-pocket expenses as the Board from time
to time determines.



                                      - 9 -


19.   Share certificates shall be issued within the relevant time limit as
prescribed by the Law or as the Designated Stock Exchange may from time to time
determine, whichever is the shorter, after allotment or, except in the case of a
transfer which the Company is for the time being entitled to refuse to register
and does not register, after lodgment of a transfer with the Company.

20.   (1) Upon every transfer of shares the certificate held by the transferor
shall be given up to be cancelled, and shall forthwith be cancelled accordingly,
and a new certificate shall be issued to the transferee in respect of the shares
transferred to him at such fee as is provided in paragraph (2) of this Article.
If any of the shares included in the certificate so given up shall be retained
by the transferor a new certificate for the balance shall be issued to him at
the aforesaid fee payable by the transferor to the Company in respect thereof.

      (2)   The fee referred to in paragraph (1) above shall be an amount not
exceeding the relevant maximum amount as the Designated Stock Exchange may from
time to time determine provided that the Board may at any time determine a lower
amount for such fee.

21.   If a share certificate shall be damaged or defaced or alleged to have been
lost, stolen or destroyed a new certificate representing the same shares may be
issued to the relevant Member upon request and on payment of such fee as the
Company may determine and, subject to compliance with such terms (if any) as to
evidence and indemnity and to payment of the costs and reasonable out-of-pocket
expenses of the Company in investigating such evidence and preparing such
indemnity as the Board may think fit and, in case of damage or defacement, on
delivery of the old certificate to the Company provided always that where share
warrants have been issued, no new share warrant shall be issued to replace one
that has been lost unless the Board has determined that the original has been
destroyed.

                                      LIEN

22.   The Company shall have a first and paramount lien on every share (not
being a fully paid share) for all moneys (whether presently payable or not)
called or payable at a fixed time in respect of that share. The Company shall
also have a first and paramount lien on every share (not being a fully paid
share) registered in the name of a Member (whether or not jointly with other
Members) for all amounts of money presently payable by such Member or his estate
to the Company whether the same shall have been incurred before or after notice
to the Company of any equitable or other interest of any person other than such
member, and whether the period for the payment or discharge of the same shall
have actually arrived or not, and notwithstanding that the same are joint debts
or liabilities of such Member or his estate and any other person, whether a
Member of the Company or not. The Company's lien on a share shall extend to all
dividends or other moneys payable thereon or in respect thereof. The Board may
at any time, generally or in any particular case, waive any lien that has arisen
or declare any share exempt in whole or in part, from the provisions of this
Article.

23.   Subject to these Articles, the Company may sell in such manner as the
Board determines any share on which the Company has a lien, but no sale shall be
made unless some sum in respect of which the lien exists is presently payable,
or the liability or engagement in respect of which such lien exists is liable to
be presently fulfilled or discharged nor until the expiration of fourteen (14)
clear days after a notice in writing, stating and demanding payment



                                     - 10 -


of the sum presently payable, or specifying the liability or engagement and
demanding fulfilment or discharge thereof and giving notice of the intention to
sell in default, has been served on the registered holder for the time being of
the share or the person entitled thereto by reason of his death or bankruptcy.

24.   The net proceeds of the sale shall be received by the Company and applied
in or towards payment or discharge of the debt or liability in respect of which
the lien exists, so far as the same is presently payable, and any residue shall
(subject to a like lien for debts or liabilities not presently payable as
existed upon the share prior to the sale) be paid to the person entitled to the
share at the time of the sale. To give effect to any such sale the Board may
authorise some person to transfer the shares sold to the purchaser thereof. The
purchaser shall be registered as the holder of the shares so transferred and he
shall not be bound to see to the application of the purchase money, nor shall
his title to the shares be affected by any irregularity or invalidity in the
proceedings relating to the sale.

                                 CALLS ON SHARES

25.   Subject to these Articles and to the terms of allotment, the Board may
from time to time make calls upon the Members in respect of any moneys unpaid on
their shares (whether on account of the nominal value of the shares or by way of
premium), and each Member shall (subject to being given at least fourteen (14)
clear days' Notice specifying the time and place of payment) pay to the Company
as required by such notice the amount called on his shares. A call may be
extended, postponed or revoked in whole or in part as the Board determines but
no member shall be entitled to any such extension, postponement or revocation
except as a matter of grace and favour.

26.   A call shall be deemed to have been made at the time when the resolution
of the Board authorising the call was passed and may be made payable either in
one lump sum or by instalments.

27.   A person upon whom a call is made shall remain liable for calls made upon
him notwithstanding the subsequent transfer of the shares in respect of which
the call was made. The joint holders of a share shall be jointly and severally
liable to pay all calls and instalments due in respect thereof or other moneys
due in respect thereof.

28.   If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall pay
interest on the amount unpaid from the day appointed for payment thereof to the
time of actual payment at such rate (not exceeding twenty per cent. (20%) per
annum) as the Board may determine, but the Board may in its absolute discretion
waive payment of such interest wholly or in part.

29.   No Member shall be entitled to receive any dividend or bonus or to be
present and vote (save as proxy for another Member) at any general meeting
either personally or by proxy, or be reckoned in a quorum, or exercise any other
privilege as a Member until all calls or instalments due by him to the Company,
whether alone or jointly with any other person, together with interest and
expenses (if any) shall have been paid.

30.   On the trial or hearing of any action or other proceedings for the
recovery of any money due for any call, it shall be sufficient to prove that the
name of the Member sued is



                                     - 11 -


entered in the Register as the holder, or one of the holders, of the shares in
respect of which such debt accrued, that the resolution making the call is duly
recorded in the minute book, and that notice of such call was duly given to the
Member sued, in pursuance of these Articles; and it shall not be necessary to
prove the appointment of the Directors who made such call, nor any other matters
whatsoever, but the proof of the matters aforesaid shall be conclusive evidence
of the debt.

31.   Any amount payable in respect of a share upon allotment or at any fixed
date, whether in respect of nominal value or premium or as an instalment of a
call, shall be deemed to be a call duly made and payable on the date fixed for
payment and if it is not paid the provisions of these Articles shall apply as if
that amount had become due and payable by virtue of a call duly made and
notified.

32.   On the issue of shares the Board may differentiate between the allottees
or holders as to the amount of calls to be paid and the times of payment.

33.   The Board may, if it thinks fit, receive from any Member willing to
advance the same, and either in money or money's worth, all or any part of the
moneys uncalled and unpaid or instalments payable upon any shares held by him
and upon all or any of the moneys so advanced (until the same would, but for
such advance, become presently payable) pay interest at such rate (if any) as
the Board may decide. The Board may at any time repay the amount so advanced
upon giving to such Member not less than one month's Notice of its intention in
that behalf, unless before the expiration of such notice the amount so advanced
shall have been called up on the shares in respect of which it was advanced.
Such payment in advance shall not entitle the holder of such share or shares to
participate in respect thereof in a dividend subsequently declared.

                              FORFEITURE OF SHARES

34.   (1) If a call remains unpaid after it has become due and payable the Board
may give to the person from whom it is due not less than fourteen (14) clear
days' Notice:

      (a)   requiring payment of the amount unpaid together with any interest
            which may have accrued and which may still accrue up to the date of
            actual payment; and

      (b)   stating that if the Notice is not complied with the shares on which
            the call was made will be liable to be forfeited.

      (2)   If the requirements of any such Notice are not complied with, any
share in respect of which such Notice has been given may at any time thereafter,
before payment of all calls and interest due in respect thereof has been made,
be forfeited by a resolution of the Board to that effect, and such forfeiture
shall include all dividends and bonuses declared in respect of the forfeited
share but not actually paid before the forfeiture.

35.   When any share has been forfeited, notice of the forfeiture shall be
served upon the person who was before forfeiture the holder of the share. No
forfeiture shall be invalidated by any omission or neglect to give such Notice.



                                     - 12 -

36. The Board may accept the surrender of any share liable to be forfeited
hereunder and, in such case, references in these Articles to forfeiture will
include surrender.

37. Any share so forfeited shall be deemed the property of the Company and may
be sold, re-allotted or otherwise disposed of to such person, upon such terms
and in such manner as the Board determines, and at any time before a sale,
re-allotment or disposition the forfeiture may be annulled by the Board on such
terms as the Board determines.

38. A person whose shares have been forfeited shall cease to be a Member in
respect of the forfeited shares but nevertheless shall remain liable to pay the
Company all moneys which at the date of forfeiture were presently payable by him
to the Company in respect of the shares, with (if the Directors shall in their
discretion so require) interest thereon from the date of forfeiture until
payment at such rate (not exceeding twenty per cent. (20%) per annum) as the
Board determines. The Board may enforce payment thereof if it thinks fit, and
without any deduction or allowance for the value of the forfeited shares, at the
date of forfeiture, but his liability shall cease if and when the Company shall
have received payment in full of all such moneys in respect of the shares. For
the purposes of this Article any sum which, by the terms of issue of a share, is
payable thereon at a fixed time which is subsequent to the date of forfeiture,
whether on account of the nominal value of the share or by way of premium, shall
notwithstanding that time has not yet arrived be deemed to be payable at the
date of forfeiture, and the same shall become due and payable immediately upon
the forfeiture, but interest thereon shall only be payable in respect of any
period between the said fixed time and the date of actual payment.

39. A declaration by a Director or the Secretary that a share has been forfeited
on a specified date shall be conclusive evidence of the facts therein stated as
against all persons claiming to be entitled to the share, and such declaration
shall (subject to the execution of an instrument of transfer by the Company if
necessary) constitute a good title to the share, and the person to whom the
share is disposed of shall be registered as the holder of the share and shall
not be bound to see to the application of the consideration (if any), nor shall
his title to the share be affected by any irregularity in or invalidity of the
proceedings in reference to the forfeiture, sale or disposal of the share. When
any share shall have been forfeited, notice of the declaration shall be given to
the Member in whose name it stood immediately prior to the forfeiture, and an
entry of the forfeiture, with the date thereof, shall forthwith be made in the
register, but no forfeiture shall be in any manner invalidated by any omission
or neglect to give such notice or make any such entry.

40. Notwithstanding any such forfeiture as aforesaid the Board may at any time,
before any shares so forfeited shall have been sold, re-allotted or otherwise
disposed of, permit the shares forfeited to be bought back upon the terms of
payment of all calls and interest due upon and expenses incurred in respect of
the share, and upon such further terms (if any) as it thinks fit.

41. The forfeiture of a share shall not prejudice the right of the Company to
any call already made or instalment payable thereon.

42. The provisions of these Articles as to forfeiture shall apply in the case of
non-payment of any sum which, by the terms of issue of a share, becomes payable
at a fixed time, whether on account of the nominal value of the share or by way
of premium, as if the same had been payable by virtue of a call duly made and
notified.



                                     - 13 -

                               REGISTER OF MEMBERS

43. (1) The Company shall keep in one or more books a Register of its Members
and shall enter therein the following particulars, that is to say:

      (a)   the name and address of each Member, the number and class of shares
            held by him and the amount paid or agreed to be considered as paid
            on such shares;

      (b)   the date on which each person was entered in the Register; and

      (c)   the date on which any person ceased to be a Member.

    (2) The Company may keep an overseas or local or other branch register of
Members resident in any place, and the Board may make and vary such regulations
as it determines in respect of the keeping of any such register and maintaining
a Registration Office in connection therewith.

44. The Register and branch register of Members, as the case may be, shall be
open to inspection for such times and on such days as the Board shall determine
by Members without charge or by any other person, upon a maximum payment of
$2.50 or such other sum specified by the Board, at the Office or such other
place at which the Register is kept in accordance with the Law or, if
appropriate, upon a maximum payment of $1.00 or such other sum specified by the
Board at the Registration Office. The Register including any overseas or local
or other branch register of Members may, after notice has been given by
advertisement in an appointed newspaper or any other newspapers in accordance
with the requirements of the Designated Stock Exchange or by any electronic
means in such manner as may be accepted by the Designated Stock Exchange to that
effect, be closed at such times or for such periods not exceeding in the whole
thirty (30) days in each year as the Board may determine and either generally or
in respect of any class of shares.

                                  RECORD DATES

45. For the purpose of determining the Members entitled to notice of or to vote
at any general meeting, or any adjournment thereof, or entitled to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of shares or for the purpose of any other lawful action, the Board may fix, in
advance, a date as the record date for any such determination of Members, which
date shall not be more than sixty (60) days nor less than ten (10) days before
the date of such meeting, nor more than sixty (60) days prior to any other such
action.

            If the Board does not fix a record date for any general meeting, the
record date for determining the Members entitled to a notice of or to vote at
such meeting shall be at the close of business on the day next preceding the day
on which notice is given, or, if in accordance with these Articles notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held. If corporate action without a general meeting is to be taken,
the record date for determining the Members entitled to express consent to such



                                     - 14 -

corporate action in writing, when no prior action by the Board is necessary,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Company by delivery to
its head office. The record date for determining the Members for any other
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto.

            A determination of the Members of record entitled to notice of or to
vote at a meeting of the Members shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

                               TRANSFER OF SHARES

46. Subject to these Articles, any Member may transfer all or any of his shares
by an instrument of transfer in the usual or common form or in a form prescribed
by the Designated Stock Exchange or in any other form approved by the Board and
may be under hand or, if the transferor or transferee is a clearing house or its
nominee(s), by hand or by machine imprinted signature or by such other manner of
execution as the Board may approve from time to time.

47. The instrument of transfer shall be executed by or on behalf of the
transferor and the transferee provided that the Board may dispense with the
execution of the instrument of transfer by the transferee in any case which it
thinks fit in its discretion to do so. Without prejudice to the last preceding
Article, the Board may also resolve, either generally or in any particular case,
upon request by either the transferor or transferee, to accept mechanically
executed transfers. The transferor shall be deemed to remain the holder of the
share until the name of the transferee is entered in the Register in respect
thereof. Nothing in these Articles shall preclude the Board from recognising a
renunciation of the allotment or provisional allotment of any share by the
allottee in favour of some other person.

48. (1) The Board may, in its absolute discretion, and without giving any reason
therefor, refuse to register a transfer of any share (not being a fully paid up
share) to a person of whom it does not approve, or any share issued under any
share incentive scheme for employees upon which a restriction on transfer
imposed thereby still subsists, and it may also, without prejudice to the
foregoing generality, refuse to register a transfer of any share to more than
four joint holders or a transfer of any share (not being a fully paid up share)
on which the Company has a lien.

    (2) The Board in so far as permitted by any applicable law may, in its
absolute discretion, at any time and from time to time transfer any share upon
the Register to any branch register or any share on any branch register to the
Register or any other branch register. In the event of any such transfer, the
shareholder requesting such transfer shall bear the cost of effecting the
transfer unless the Board otherwise determines.

    (3) Unless the Board otherwise agrees (which agreement may be on such
terms and subject to such conditions as the Board in its absolute discretion may
from time to time determine, and which agreement the Board shall, without giving
any reason therefor, be entitled in its absolute discretion to give or
withhold), no shares upon the Register shall be transferred to any branch
register nor shall shares on any branch register be transferred to the Register
or any other branch register and all transfers and other documents of title
shall be lodged for registration, and registered, in the case of any shares on a
branch register, at the



                                     - 15 -

relevant Registration Office, and, in the case of any shares on the Register, at
the Office or such other place at which the Register is kept in accordance with
the Law.

49. Without limiting the generality of the last preceding Article, the Board may
decline to recognise any instrument of transfer unless:-

      (a)   a fee of such maximum sum as the Designated Stock Exchange may
            determine to be payable or such lesser sum as the Board may from
            time to time require is paid to the Company in respect thereof;

      (b)   the instrument of transfer is in respect of only one class of share;

      (c)   the instrument of transfer is lodged at the Office or such other
            place at which the Register is kept in accordance with the Law or
            the Registration Office (as the case may be) accompanied by the
            relevant share certificate(s) and such other evidence as the Board
            may reasonably require to show the right of the transferor to make
            the transfer (and, if the instrument of transfer is executed by some
            other person on his behalf, the authority of that person so to do);
            and

      (d)   if applicable, the instrument of transfer is duly and properly
            stamped.

50. If the Board refuses to register a transfer of any share, it shall, within
two months after the date on which the transfer was lodged with the Company,
send to each of the transferor and transferee notice of the refusal.

51. The registration of transfers of shares or of any class of shares may, after
notice has been given by advertisement in an appointed newspaper or any other
newspapers or by any other means in accordance with the requirements of the
Designated Stock Exchange to that effect be suspended at such times and for such
periods (not exceeding in the whole thirty (30) days in any year) as the Board
may determine.

                             TRANSMISSION OF SHARES

52. If a Member dies, the survivor or survivors where the deceased was a joint
holder, and his legal personal representatives where he was a sole or only
surviving holder, will be the only persons recognised by the Company as having
any title to his interest in the shares; but nothing in this Article will
release the estate of a deceased Member (whether sole or joint) from any
liability in respect of any share which had been solely or jointly held by him.

53. Any person becoming entitled to a share in consequence of the death or
bankruptcy or winding-up of a Member may, upon such evidence as to his title
being produced as may be required by the Board, elect either to become the
holder of the share or to have some person nominated by him registered as the
transferee thereof. If he elects to become the holder he shall notify the
Company in writing either at the Registration Office or Office, as the case may
be, to that effect. If he elects to have another person registered he shall
execute a transfer of the share in favour of that person. The provisions of
these Articles relating to the transfer and registration of transfers of shares
shall apply to such notice or transfer as aforesaid as if the death or
bankruptcy of the Member had not occurred and the notice or transfer were a
transfer signed by such Member.



                                     - 16 -

54. A person becoming entitled to a share by reason of the death or bankruptcy
or winding-up of a Member shall be entitled to the same dividends and other
advantages to which he would be entitled if he were the registered holder of the
share. However, the Board may, if it thinks fit, withhold the payment of any
dividend payable or other advantages in respect of such share until such person
shall become the registered holder of the share or shall have effectually
transferred such share, but, subject to the requirements of Article 75(2) being
met, such a person may vote at meetings.

                               UNTRACEABLE MEMBERS

55. (1) Without prejudice to the rights of the Company under paragraph (2) of
this Article, the Company may cease sending cheques for dividend entitlements or
dividend warrants by post if such cheques or warrants have been left uncashed on
two consecutive occasions. However, the Company may exercise the power to cease
sending cheques for dividend entitlements or dividend warrants after the first
occasion on which such a cheque or warrant is returned undelivered.

    (2) The Company shall have the power to sell, in such manner as the Board
thinks fit, any shares of a Member who is untraceable, but no such sale shall be
made unless:

      (a)   all cheques or warrants in respect of dividends of the shares in
            question, being not less than three in total number, for any sum
            payable in cash to the holder of such shares in respect of them sent
            during the relevant period in the manner authorised by the Articles
            of the Company have remained uncashed;

      (b)   so far as it is aware at the end of the relevant period, the Company
            has not at any time during the relevant period received any
            indication of the existence of the Member who is the holder of such
            shares or of a person entitled to such shares by death, bankruptcy
            or operation of law; and

      (c)   the Company, if so required by the rules governing the listing of
            shares on the Designated Stock Exchange, has given notice to, and
            caused advertisement in newspapers to be made in accordance with the
            requirements of, the Designated Stock Exchange of its intention to
            sell such shares in the manner required by the Designated Stock
            Exchange, and a period of three months or such shorter period as may
            be allowed by the Designated Stock Exchange has elapsed since the
            date of such advertisement.

            For the purpose of the foregoing, the "relevant period" means the
period commencing twelve (12) years before the date of publication of the
advertisement referred to in paragraph (c) of this Article and ending at the
expiry of the period referred to in that paragraph.

    (3) To give effect to any such sale the Board may authorise some person to
transfer the said shares and an instrument of transfer signed or otherwise
executed by or on behalf of such person shall be as effective as if it had been
executed by the registered holder or the person entitled by transmission to such
shares, and the purchaser shall not be bound to see to the application of the
purchase money nor shall his title to the shares be affected by any irregularity
or invalidity in the proceedings relating to the sale. The net proceeds of the
sale will belong to



                                     - 17 -

the Company and upon receipt by the Company of such net proceeds it shall become
indebted to the former Member for an amount equal to such net proceeds. No trust
shall be created in respect of such debt and no interest shall be payable in
respect of it and the Company shall not be required to account for any money
earned from the net proceeds which may be employed in the business of the
Company or as it thinks fit. Any sale under this Article shall be valid and
effective notwithstanding that the Member holding the shares sold is dead,
bankrupt or otherwise under any legal disability or incapacity.

                                GENERAL MEETINGS

56. An annual general meeting of the Company shall be held in each year other
than the year of the Company's incorporation at such time and place as may be
determined by the Board.

57. Each general meeting, other than an annual general meeting, shall be called
an extraordinary general meeting. General meetings may be held at such times and
in any location in the world as may be determined by the Board.

58. Only a majority of the Board or the Chairman of the Board may call
extraordinary general meetings, which extraordinary general meetings shall be
held at such times and locations (as permitted hereby) as such person or persons
shall determine. In addition, any one or more Members holding at the date of
deposit of the requisition not less than 50% of the voting power represented by
the issued shares of the Company shall at all times have the right, by written
requisition to the Board or the Secretary of the Company, to require an
extraordinary general meeting to be called by the Board for the transaction of
any business specified in such requisition; and such meeting shall be held
within two (2) months after the deposit of such requisition. If within
twenty-one (21) days of such deposit the Board fails to proceed to convene such
meeting the requisitionist(s) himself (themselves) may do so in the same manner,
and all reasonable expenses incurred by the requisitionist(s) as a result of the
failure of the Board shall be reimbursed to the requisitionist(s) by the
Company.

                           NOTICE OF GENERAL MEETINGS

59. (1) An annual general meeting and any extraordinary general meeting may be
called by not less than ten (10) clear days' Notice but a general meeting may be
called by shorter notice, subject to the Law, if it is so agreed:

      (a)   in the case of a meeting called as an annual general meeting, by all
            the Members entitled to attend and vote thereat; and

      (b)   in the case of any other meeting, by a majority in number of the
            Members having the right to attend and vote at the meeting, being a
            majority together holding not less than ninety-five per cent. (95%)
            in nominal value of the issued shares giving that right.

    (2) The notice shall specify the time and place of the meeting and, in
case of special business, the general nature of the business. The notice
convening an annual general meeting shall specify the meeting as such. Notice of
every general meeting shall be given to all



                                     - 18 -

Members other than to such Members as, under the provisions of these Articles or
the terms of issue of the shares they hold, are not entitled to receive such
notices from the Company, to all persons entitled to a share in consequence of
the death or bankruptcy or winding-up of a Member and to each of the Directors
and the Auditors.

60. The accidental omission to give Notice of a meeting or (in cases where
instruments of proxy are sent out with the Notice) to send such instrument of
proxy to, or the non-receipt of such Notice or such instrument of proxy by, any
person entitled to receive such Notice shall not invalidate any resolution
passed or the proceedings at that meeting.


                         PROCEEDINGS AT GENERAL MEETINGS

61. (1) All business shall be deemed special that is transacted at an
extraordinary general meeting, and also all business that is transacted at an
annual general meeting, with the exception of:

      (a)   the declaration and sanctioning of  dividends;

      (b)   consideration and adoption of the accounts and balance sheet and the
            reports of the Directors and Auditors and other documents required
            to be annexed to the balance sheet;

      (c)   the election of Directors;

      (d)   appointment of Auditors (where special notice of the intention for
            such appointment is not required by the Law) and other officers;

      (e)   the fixing of the remuneration of the Auditors, and the voting of
            remuneration or extra remuneration to the Directors;

      (f)   the granting of any mandate or authority to the Directors to offer,
            allot, grant options over or otherwise dispose of the unissued
            shares in the capital of the Company representing not more than 20
            per cent. (20%) in nominal value of its existing issued share
            capital; and

      (g)   the granting of any mandate or authority to the Directors to
            repurchase securities of the Company.

    (2) No business other than the appointment of a chairman of a meeting
shall be transacted at any general meeting unless a quorum is present at the
commencement of the business. At any general meeting of the Company, two (2)
Members entitled to vote and present in person or by proxy or (in the case of a
Member being a corporation) by its duly authorised representative representing
not less than one-third in nominal value of the total issued voting shares in
the Company throughout the meeting shall form a quorum for all purposes.

62. If within thirty (30) minutes (or such longer time not exceeding one hour as
the chairman of the meeting may determine to wait) after the time appointed for
the meeting a quorum is not present, the meeting shall stand adjourned to the
same day in the next week at the



                                     - 19 -

same time and place or to such time and place as the Board may determine. If at
such adjourned meeting a quorum is not present within half an hour from the time
appointed for holding the meeting, the meeting shall be dissolved.

63. The chairman of the Company shall preside as chairman at every general
meeting. If at any meeting the chairman is not present within fifteen (15)
minutes after the time appointed for holding the meeting, or is not willing to
act as chairman, the Directors present shall choose one of their number to act,
or if one Director only is present he shall preside as chairman if willing to
act. If no Director is present, or if each of the Directors present declines to
take the chair, or if the chairman chosen shall retire from the chair, the
Members present in person or by proxy and entitled to vote shall elect one of
their number to be chairman.

64. The chairman may adjourn the meeting from time to time and from place to
place, but no business shall be transacted at any adjourned meeting other than
the business which might lawfully have been transacted at the meeting had the
adjournment not taken place. When a meeting is adjourned for fourteen (14) days
or more, at least seven (7) clear days' notice of the adjourned meeting shall be
given specifying the time and place of the adjourned meeting but it shall not be
necessary to specify in such notice the nature of the business to be transacted
at the adjourned meeting and the general nature of the business to be
transacted. Save as aforesaid, it shall be unnecessary to give notice of an
adjournment.

65. If an amendment is proposed to any resolution under consideration but is in
good faith ruled out of order by the chairman of the meeting, the proceedings on
the substantive resolution shall not be invalidated by any error in such ruling.
In the case of a resolution duly proposed as a special resolution, no amendment
thereto (other than a mere clerical amendment to correct a patent error) may in
any event be considered or voted upon.

                                     VOTING

66. Subject to any special rights or restrictions as to voting for the time
being attached to any shares by or in accordance with these Articles, at any
general meeting on a show of hands every Member present in person (or being a
corporation, is present by a duly authorised representative), or by proxy shall
have one vote and on a poll every Member present in person or by proxy or, in
the case of a Member being a corporation, by its duly authorised representative
shall have one vote for every fully paid share of which he is the holder but so
that no amount paid up or credited as paid up on a share in advance of calls or
instalments is treated for the foregoing purposes as paid up on the share.
Notwithstanding anything contained in these Articles, where more than one proxy
is appointed by a Member which is a clearing house (or its nominee(s)), each
such proxy shall have one vote on a show of hands. A resolution put to the vote
of a meeting shall be decided on a show of hands unless (before or on the
declaration of the result of the show of hands or on the withdrawal of any other
demand for a poll) a poll is demanded:

      (a)   by the chairman of such meeting; or

      (b)   by at least three Members present in person or in the case of a
            Member being a corporation by its duly authorised representative or
            by proxy for the time being entitled to vote at the meeting; or



                                     - 20 -

      (c)   by a Member or Members present in person or in the case of a Member
            being a corporation by its duly authorised representative or by
            proxy and representing not less than one-tenth of the total voting
            rights of all Members having the right to vote at the meeting; or

      (d)   by a Member or Members present in person or in the case of a Member
            being a corporation by its duly authorised representative or by
            proxy and holding shares in the Company conferring a right to vote
            at the meeting being shares on which an aggregate sum has been paid
            up equal to not less than one-tenth of the total sum paid up on all
            shares conferring that right.

            A demand by a person as proxy for a Member or in the case of a
Member being a corporation by its duly authorised representative shall be deemed
to be the same as a demand by a Member.

67. Unless a poll is duly demanded and the demand is not withdrawn, a
declaration by the chairman that a resolution has been carried, or carried
unanimously, or by a particular majority, or not carried by a particular
majority, or lost, and an entry to that effect made in the minute book of the
Company, shall be conclusive evidence of the facts without proof of the number
or proportion of the votes recorded for or against the resolution.

68. If a poll is duly demanded the result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded. There shall be no
requirement for the chairman to disclose the voting figures on a poll.

69. A poll demanded on the election of a chairman, or on a question of
adjournment, shall be taken forthwith. A poll demanded on any other question
shall be taken in such manner (including the use of ballot or voting papers or
tickets) and either forthwith or at such time (being not later than thirty (30)
days after the date of the demand) and place as the chairman directs. It shall
not be necessary (unless the chairman otherwise directs) for notice to be given
of a poll not taken immediately.

70. The demand for a poll shall not prevent the continuance of a meeting or the
transaction of any business other than the question on which the poll has been
demanded, and, with the consent of the chairman, it may be withdrawn at any time
before the close of the meeting or the taking of the poll, whichever is the
earlier.

71. On a poll votes may be given either personally or by proxy.

72. A person entitled to more than one vote on a poll need not use all his votes
or cast all the votes he uses in the same way.

73. All questions submitted to a meeting shall be decided by a simple majority
of votes except where a greater majority is required by these Articles or by the
Law. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of such meeting shall be entitled to a second or casting vote
in addition to any other vote he may have.

74. Where there are joint holders of any share any one of such joint holder may
vote, either in person or by proxy, in respect of such share as if he were
solely entitled thereto, but if more than one of such joint holders be present
at any meeting the vote of the senior who



                                     - 21 -

tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders, and for this purpose
seniority shall be determined by the order in which the names stand in the
Register in respect of the joint holding. Several executors or administrators of
a deceased Member in whose name any share stands shall for the purposes of this
Article be deemed joint holders thereof.

75. (1) A Member who is a patient for any purpose relating to mental health or
in respect of whom an order has been made by any court having jurisdiction for
the protection or management of the affairs of persons incapable of managing
their own affairs may vote, whether on a show of hands or on a poll, by his
receiver, committee, curator bonis or other person in the nature of a receiver,
committee or curator bonis appointed by such court, and such receiver,
committee, curator bonis or other person may vote on a poll by proxy, and may
otherwise act and be treated as if he were the registered holder of such shares
for the purposes of general meetings, provided that such evidence as the Board
may require of the authority of the person claiming to vote shall have been
deposited at the Office, head office or Registration Office, as appropriate, not
less than forty-eight (48) hours before the time appointed for holding the
meeting, or adjourned meeting or poll, as the case may be.

    (2) Any person entitled under Article 53 to be registered as the holder of
any shares may vote at any general meeting in respect thereof in the same manner
as if he were the registered holder of such shares, provided that forty-eight
(48) hours at least before the time of the holding of the meeting or adjourned
meeting, as the case may be, at which he proposes to vote, he shall satisfy the
Board of his entitlement to such shares, or the Board shall have previously
admitted his right to vote at such meeting in respect thereof.

76. No Member shall, unless the Board otherwise determines, be entitled to
attend and vote and to be reckoned in a quorum at any general meeting unless he
is duly registered and all calls or other sums presently payable by him in
respect of shares in the Company have been paid.

77. If:

      (a)   any objection shall be raised to the qualification of any voter; or

      (b)   any votes have been counted which ought not to have been counted or
            which might have been rejected; or

      (c)   any votes are not counted which ought to have been counted;

            the objection or error shall not vitiate the decision of the meeting
or adjourned meeting on any resolution unless the same is raised or pointed out
at the meeting or, as the case may be, the adjourned meeting at which the vote
objected to is given or tendered or at which the error occurs. Any objection or
error shall be referred to the chairman of the meeting and shall only vitiate
the decision of the meeting on any resolution if the chairman decides that the
same may have affected the decision of the meeting. The decision of the chairman
on such matters shall be final and conclusive.

                                     PROXIES



                                     - 22 -

78. Any Member entitled to attend and vote at a meeting of the Company shall be
entitled to appoint another person as his proxy to attend and vote instead of
him. A Member who is the holder of two or more shares may appoint more than one
proxy to represent him and vote on his behalf at a general meeting of the
Company or at a class meeting. A proxy need not be a Member. In addition, a
proxy or proxies representing either a Member who is an individual or a Member
which is a corporation shall be entitled to exercise the same powers on behalf
of the Member which he or they represent as such Member could exercise.

79. The instrument appointing a proxy shall be in writing under the hand of the
appointor or of his attorney duly authorised in writing or, if the appointor is
a corporation, either under its seal or under the hand of an officer, attorney
or other person authorised to sign the same. In the case of an instrument of
proxy purporting to be signed on behalf of a corporation by an officer thereof
it shall be assumed, unless the contrary appears, that such officer was duly
authorised to sign such instrument of proxy on behalf of the corporation without
further evidence of the facts.

80. The instrument appointing a proxy and (if required by the Board) the power
of attorney or other authority (if any) under which it is signed, or a certified
copy of such power or authority, shall be delivered to such place or one of such
places (if any) as may be specified for that purpose in or by way of note to or
in any document accompanying the notice convening the meeting (or, if no place
is so specified at the Registration Office or the Office, as may be appropriate)
not less than forty-eight (48) hours before the time appointed for holding the
meeting or adjourned meeting at which the person named in the instrument
proposes to vote or, in the case of a poll taken subsequently to the date of a
meeting or adjourned meeting, not less than twenty-four (24) hours before the
time appointed for the taking of the poll and in default the instrument of proxy
shall not be treated as valid. No instrument appointing a proxy shall be valid
after the expiration of twelve (12) months from the date named in it as the date
of its execution, except at an adjourned meeting or on a poll demanded at a
meeting or an adjourned meeting in cases where the meeting was originally held
within twelve (12) months from such date. Delivery of an instrument appointing a
proxy shall not preclude a Member from attending and voting in person at the
meeting convened and in such event, the instrument appointing a proxy shall be
deemed to be revoked.

81. Instruments of proxy shall be in any common form or in such other form as
the Board may approve (provided that this shall not preclude the use of the
two-way form) and the Board may, if it thinks fit, send out with the notice of
any meeting forms of instrument of proxy for use at the meeting. The instrument
of proxy shall be deemed to confer authority to demand or join in demanding a
poll and to vote on any amendment of a resolution put to the meeting for which
it is given as the proxy thinks fit. The instrument of proxy shall, unless the
contrary is stated therein, be valid as well for any adjournment of the meeting
as for the meeting to which it relates.

82. A vote given in accordance with the terms of an instrument of proxy shall be
valid notwithstanding the previous death or insanity of the principal, or
revocation of the instrument of proxy or of the authority under which it was
executed, provided that no intimation in writing of such death, insanity or
revocation shall have been received by the Company at the Office or the
Registration Office (or such other place as may be specified for the delivery of
instruments of proxy in the notice convening the meeting or other document sent
therewith) two hours at least before the commencement of the meeting or
adjourned meeting, or the taking of the poll, at which the instrument of proxy
is used.



                                     - 23 -

83. Anything which under these Articles a Member may do by proxy he may likewise
do by his duly appointed attorney and the provisions of these Articles relating
to proxies and instruments appointing proxies shall apply mutatis mutandis in
relation to any such attorney and the instrument under which such attorney is
appointed.

                   CORPORATIONS ACTING BY REPRESENTATIVES

84. (1) Any corporation which is a Member may by resolution of its directors or
other governing body authorise such person as it thinks fit to act as its
representative at any meeting of the Company or at any meeting of any class of
Members. The person so authorised shall be entitled to exercise the same powers
on behalf of such corporation as the corporation could exercise if it were an
individual Member and such corporation shall for the purposes of these Articles
be deemed to be present in person at any such meeting if a person so authorised
is present thereat.

    (2) If a clearing house (or its nominee(s)), being a corporation, is a
Member, it may authorise such persons as it thinks fit to act as its
representatives at any meeting of the Company or at any meeting of any class of
Members provided that the authorisation shall specify the number and class of
shares in respect of which each such representative is so authorised. Each
person so authorised under the provisions of this Article shall be deemed to
have been duly authorised without further evidence of the facts and be entitled
to exercise the same rights and powers on behalf of the clearing house (or its
nominee(s)) as if such person was the registered holder of the shares of the
Company held by the clearing house (or its nominee(s)) including the right to
vote individually on a show of hands.

    (3) Any reference in these Articles to a duly authorised representative of
a Member being a corporation shall mean a representative authorised under the
provisions of this Article.

                   NO ACTION BY WRITTEN RESOLUTIONS OF MEMBERS

85. Any action required or permitted to be taken at any annual or extraordinary
general meetings of the Company may be taken only upon the vote of the Members
at an annual or extraordinary general meeting duly noticed and convened in
accordance with these Articles and the Law and may not be taken by written
resolution of Members without a meeting.

                               BOARD OF DIRECTORS

86. (1) Unless otherwise determined by the Company in general meeting, the
number of Directors shall not be less than two (2). There shall be no maximum
number of Directors unless otherwise determined from time to time by the Members
in general meeting. The Directors shall be elected or appointed in the first
place by the subscribers to the Memorandum of Association or by a majority of
them and thereafter in accordance with Article 87 and shall hold office until
their successors are elected or appointed.

                                     - 24 -

     (2) Subject to the Articles and the Law, the Company may by ordinary
resolution elect any person to be a Director either to fill a casual vacancy or
as an addition to the existing Board.

     (3) The Directors shall have the power from time to time and at any time to
appoint any person as a Director to fill a casual vacancy on the Board or as an
addition to the existing Board. Any Director so appointed by the Board shall
hold office only until the next following annual general meeting of the Company
and shall then be eligible for re-election.

     (4) No Director shall be required to hold any shares of the Company by way
of qualification and a Director who is not a Member shall be entitled to receive
notice of and to attend and speak at any general meeting of the Company and of
all classes of shares of the Company.

     (5) Subject to any provision to the contrary in these Articles, a Director
may be removed by way of an ordinary resolution of the Members at any time
before the expiration of his period of office notwithstanding anything in these
Articles or in any agreement between the Company and such Director (but without
prejudice to any claim for damages under any such agreement).

     (6) A vacancy on the Board created by the removal of a Director under the
provisions of subparagraph (5) above may be filled by the election or
appointment by ordinary resolution of the Members at the meeting at which such
Director is removed or by the affirmative vote of a simple majority of the
remaining Directors present and voting at a Board meeting.

     (7) The Company may from time to time in general meeting by ordinary
resolution increase or reduce the number of Directors but so that the number of
Directors shall never be less than two (2).

                             RETIREMENT OF DIRECTORS

87.  (1) Notwithstanding any other provisions in the Articles, at each annual
general meeting one-third of the Directors for the time being (or, if their
number is not a multiple of three (3), the number nearest to but not greater
than one-third) shall retire from office by rotation provided that
notwithstanding anything herein, the chairman of the Board and/or the managing
director of the Company shall not, whilst holding such office, be subject to
retirement by rotation or be taken into account in determining the number of
Directors to retire in each year.

     (2) A retiring Director shall be eligible for re-election. The Directors to
retire by rotation shall include (so far as necessary to ascertain the number of
directors to retire by rotation) any Director who wishes to retire and not to
offer himself for re-election. Any further Directors so to retire shall be those
of the other Directors subject to retirement by rotation who have been longest
in office since their last re-election or appointment and so that as between
persons who became or were last re-elected Directors on the same day those to
retire shall (unless they otherwise agree among themselves) be determined by
lot. Any Director appointed pursuant to Article 86(2) or Article 86(3) shall not
be taken into account in determining which particular Directors or the number of
Directors who are to retire by rotation.



                                     - 25 -

88.  No person other than a Director retiring at the meeting shall, unless
recommended by the Directors for election, be eligible for election as a
Director at any general meeting unless a Notice signed by a Member (other than
the person to be proposed) duly qualified to attend and vote at the meeting for
which such notice is given of his intention to propose such person for election
and also a Notice signed by the person to be proposed of his willingness to be
elected shall have been lodged at the head office or at the Registration Office
provided that the minimum length of the period, during which such Notice(s) are
given, shall be at least seven (7) days and that the period for lodgment of such
Notice(s) shall commence no earlier than the day after the dispatch of the
notice of the general meeting appointed for such election and end no later than
seven (7) days prior to the date of such general meeting.

                          DISQUALIFICATION OF DIRECTORS

89.  The office of a Director shall be vacated if the Director:

     (1) resigns his office by notice in writing delivered to the Company at the
Office or tendered at a meeting of the Board;

     (2) becomes of unsound mind or dies;

     (3) without special leave of absence from the Board, is absent from
meetings of the Board for six consecutive months and the Board resolves that his
office be vacated; or

     (4) becomes bankrupt or has a receiving order made against him or suspends
payment or compounds with his creditors;

     (5) is prohibited by law from being a Director; or

     (6) ceases to be a Director by virtue of any provision of the Statutes or
is removed from office pursuant to these Articles.

                               EXECUTIVE DIRECTORS

90.  The Board may from time to time appoint any one or more of its body to be a
managing director, joint managing director or deputy managing director or to
hold any other employment or executive office with the Company for such period
(subject to their continuance as Directors) and upon such terms as the Board may
determine and the Board may revoke or terminate any of such appointments. Any
such revocation or termination as aforesaid shall be without prejudice to any
claim for damages that such Director may have against the Company or the Company
may have against such Director. A Director appointed to an office under this
Article shall be subject to the same provisions as to removal as the other
Directors of the Company, and he shall (subject to the provisions of any
contract between him and the Company) ipso facto and immediately cease to hold
such office if he shall cease to hold the office of Director for any cause.

91.  Notwithstanding Articles 96, 97, 98 and 99, an executive director appointed
to an office under Article 90 hereof shall receive such remuneration (whether by
way of salary,



                                     - 26 -

commission, participation in profits or otherwise or by all or any of those
modes) and such other benefits (including pension and/or gratuity and/or other
benefits on retirement) and allowances as the Board may from time to time
determine, and either in addition to or in lieu of his remuneration as a
Director.

                               ALTERNATE DIRECTORS

92.  Any Director may at any time by Notice delivered to the Office or head
office or at a meeting of the Directors appoint any person (including another
Director) to be his alternate Director. Any person so appointed shall have all
the rights and powers of the Director or Directors for whom such person is
appointed in the alternative provided that such person shall not be counted more
than once in determining whether or not a quorum is present. An alternate
Director may be removed at any time by the body which appointed him and, subject
thereto, the office of alternate Director shall continue until the happening of
any event which, if we were a Director, would cause him to vacate such office or
if his appointer ceases for any reason to be a Director. Any appointment or
removal of an alternate Director shall be effected by Notice signed by the
appointor and delivered to the Office or head office or tendered at a meeting of
the Board. An alternate Director may also be a Director in his own right and may
act as alternate to more than one Director. An alternate Director shall, if his
appointor so requests, be entitled to receive notices of meetings of the Board
or of committees of the Board to the same extent as, but in lieu of, the
Director appointing him and shall be entitled to such extent to attend and vote
as a Director at any such meeting at which the Director appointing him is not
personally present and generally at such meeting to exercise and discharge all
the functions, powers and duties of his appointor as a Director and for the
purposes of the proceedings at such meeting the provisions of these Articles
shall apply as if he were a Director save that as an alternate for more than one
Director his voting rights shall be cumulative.

93.  An alternate Director shall only be a Director for the purposes of the Law
and shall only be subject to the provisions of the Law insofar as they relate to
the duties and obligations of a Director when performing the functions of the
Director for whom he is appointed in the alternative and shall alone be
responsible to the Company for his acts and defaults and shall not be deemed to
be the agent of or for the Director appointing him. An alternate Director shall
be entitled to contract and be interested in and benefit from contracts or
arrangements or transactions and to be repaid expenses and to be indemnified by
the Company to the same extent mutatis mutandis as if he were a Director but he
shall not be entitled to receive from the Company any fee in his capacity as an
alternate Director except only such part, if any, of the remuneration otherwise
payable to his appointor as such appointor may by Notice to the Company from
time to time direct.

94.  Every person acting as an alternate Director shall have one vote for each
Director for whom he acts as alternate (in addition to his own vote if he is
also a Director). If his appointor is for the time being absent from the
People's Republic of China or otherwise not available or unable to act, the
signature of an alternate Director to any resolution in writing of the Board or
a committee of the Board of which his appointor is a member shall, unless the
notice of his appointment provides to the contrary, be as effective as the
signature of his appointor.

95.  An alternate Director shall ipso facto cease to be an alternate Director if
his appointor ceases for any reason to be a Director, however, such alternate
Director or any other



                                     - 27 -

person may be re-appointed by the Directors to serve as an alternate Director
PROVIDED always that, if at any meeting any Director retires but is re-elected
at the same meeting, any appointment of such alternate Director pursuant to
these Articles which was in force immediately before his retirement shall remain
in force as though he had not retired.

                          DIRECTORS' FEES AND EXPENSES

96.  The Directors shall receive such remuneration as the Board may from time to
time determine. Each Director shall be entitled to be repaid or prepaid all
traveling, hotel and incidental expenses reasonably incurred or expected to be
incurred by him in attending meetings of the Board or committees of the board or
general meetings or separate meetings of any class of shares or of debenture of
the Company or otherwise in connection with the discharge of his duties as a
Director. The ordinary remuneration of the Directors shall from time to time be
determined by the Company in general meeting and shall (unless otherwise
directed by the resolution by which it is voted) be divided amongst the Board in
such proportions and in such manner as the Board may agree or, failing
agreement, equally, except that any Director who shall hold office for part only
of the period in respect of which such remuneration is payable shall be entitled
only to rank in such division for a proportion of remuneration related to the
period during which he has held office. Such remuneration shall be deemed to
accrue from day to day.

97.  Each Director shall be entitled to be repaid or prepaid all travelling,
hotel and incidental expenses reasonably incurred or expected to be incurred by
him in attending meetings of the Board or committees of the Board or general
meetings or separate meetings of any class of shares or of debentures of the
Company or otherwise in connection with the discharge of his duties as a
Director.

98.  Any Director who, by request, goes or resides abroad for any purpose of the
Company or who performs services which in the opinion of the Board go beyond the
ordinary duties of a Director may be paid such extra remuneration (whether by
way of salary, commission, participation in profits or otherwise) as the Board
may determine and such extra remuneration shall be in addition to or in
substitution for any ordinary remuneration provided for by or pursuant to any
other Article.

99.  The Board shall obtain the approval of the Company in general meeting
before making any payment to any Director or past Director of the Company by way
of compensation for loss of office, or as consideration for or in connection
with his retirement from office (not being payment to which the Director is
contractually entitled).

                              DIRECTORS' INTERESTS

100. A Director may:

     (a)  hold any other office or place of profit with the Company (except that
          of Auditor) in conjunction with his office of Director for such period
          and upon such terms as the Board may determine. Any remuneration
          (whether by way of salary, commission, participation in profits or
          otherwise) paid to any Director in



                                     - 28 -

          respect of any such other office or place of profit shall be in
          addition to any remuneration provided for by or pursuant to any other
          Article;

     (b)  act by himself or his firm in a professional capacity for the Company
          (otherwise than as Auditor) and he or his firm may be remunerated for
          professional services as if he were not a Director;

     (c)  continue to be or become a director, managing director, joint managing
          director, deputy managing director, executive director, manager or
          other officer or member of any other company promoted by the Company
          or in which the Company may be interested as a vendor, shareholder or
          otherwise and (unless otherwise agreed) no such Director shall be
          accountable for any remuneration, profits or other benefits received
          by him as a director, managing director, joint managing director,
          deputy managing director, executive director, manager or other officer
          or member of or from his interests in any such other company. Subject
          as otherwise provided by these Articles the Directors may exercise or
          cause to be exercised the voting powers conferred by the shares in any
          other company held or owned by the Company, or exercisable by them as
          Directors of such other company in such manner in all respects as they
          think fit (including the exercise thereof in favour of any resolution
          appointing themselves or any of them directors, managing directors,
          joint managing directors, deputy managing directors, executive
          directors, managers or other officers of such company) or voting or
          providing for the payment of remuneration to the director, managing
          director, joint managing director, deputy managing director, executive
          director, manager or other officers of such other company and any
          Director may vote in favour of the exercise of such voting rights in
          manner aforesaid notwithstanding that he may be, or about to be,
          appointed a director, managing director, joint managing director,
          deputy managing director, executive director, manager or other officer
          of such a company, and that as such he is or may become interested in
          the exercise of such voting rights in manner aforesaid.

          Notwithstanding the foregoing, no "Independent Director" as defined
under 303A of the NYSE Listing Standards or in Rule 10A-3 under the Exchange
Act, and with respect of whom the Board has determined constitutes an
"Independent Director" for purposes of compliance with applicable law or the
Company's listing requirements, shall without the consent of the Audit Committee
take any of the foregoing actions or any other action that would reasonably be
likely to affect such Director's status as an "Independent Director" of the
Company.

101. Subject to the Law and to these Articles, no Director or proposed or
intending Director shall be disqualified by his office from contracting with the
Company, either with regard to his tenure of any office or place of profit or as
vendor, purchaser or in any other manner whatever, nor shall any such contract
or any other contract or arrangement in which any Director is in any way
interested be liable to be avoided, nor shall any Director so contracting or
being so interested be liable to account to the Company or the Members for any
remuneration, profit or other benefits realised by any such contract or
arrangement by reason of such Director holding that office or of the fiduciary
relationship thereby established provided that such Director shall disclose the
nature of his interest in any contract or arrangement in which he is interested
in accordance with Article 102 herein. Any such transaction that would



                                     - 29 -

reasonably be likely to affect a Director's status as an "Independent Director"
under 303A of the NYSE Listing Standards, shall require the approval of the
Audit Committee.

102. A Director who to his knowledge is in any way, whether directly or
indirectly, interested in a contract or arrangement or proposed contract or
arrangement with the Company shall declare the nature of his interest at the
meeting of the Board at which the question of entering into the contract or
arrangement is first considered, if he knows his interest then exists, or in any
other case at the first meeting of the Board after he knows that he is or has
become so interested. For the purposes of this Article, a general Notice to the
Board by a Director to the effect that:

     (a)  he is a member or officer of a specified company or firm and is to be
          regarded as interested in any contract or arrangement which may after
          the date of the Notice be made with that company or firm; or

     (b)  he is to be regarded as interested in any contract or arrangement
          which may after the date of the Notice be made with a specified person
          who is connected with him;

          shall be deemed to be a sufficient declaration of interest under this
Article in relation to any such contract or arrangement, provided that no such
Notice shall be effective unless either it is given at a meeting of the Board or
the Director takes reasonable steps to secure that it is brought up and read at
the next Board meeting after it is given.

103. Following a declaration being made pursuant to the last preceding two
Articles, subject to any separate requirement for Audit Committee approval under
applicable law or the listing rules of the Company's Designated Stock Exchange,
and unless disqualified by the chairman of the relevant Board meeting, a
Director may vote in respect of any contract or proposed contract or arrangement
in which such Director is interested and may be counted in the quorum at such
meeting.

                         GENERAL POWERS OF THE DIRECTORS

104. (1) The business of the Company shall be managed and conducted by the
Board, which may pay all expenses incurred in forming and registering the
Company and may exercise all powers of the Company (whether relating to the
management of the business of the Company or otherwise) which are not by the
Statutes or by these Articles required to be exercised by the Company in general
meeting, subject nevertheless to the provisions of the Statutes and of these
Articles and to such regulations being not inconsistent with such provisions, as
may be prescribed by the Company in general meeting, but no regulations made by
the Company in general meeting shall invalidate any prior act of the Board which
would have been valid if such regulations had not been made. The general powers
given by this Article shall not be limited or restricted by any special
authority or power given to the Board by any other Article.

     (2) Any person contracting or dealing with the Company in the ordinary
course of business shall be entitled to rely on any written or oral contract or
agreement or deed, document or instrument entered into or executed as the case
may be by any two of the Directors acting jointly on behalf of the Company and
the same shall be deemed to be validly entered into or



                                     - 30 -

executed by the Company as the case may be and shall, subject to any rule of
law, be binding on the Company.

     (3) Without prejudice to the general powers conferred by these Articles it
is hereby expressly declared that the Board shall have the following powers:

     (a)  To give to any person the right or option of requiring at a future
          date that an allotment shall be made to him of any share at par or at
          such premium as may be agreed.

     (b)  To give to any Directors, officers or employees of the Company an
          interest in any particular business or transaction or participation in
          the profits thereof or in the general profits of the Company either in
          addition to or in substitution for a salary or other remuneration.

     (c)  To resolve that the Company be deregistered in the Cayman Islands and
          continued in a named jurisdiction outside the Cayman Islands subject
          to the provisions of the Law.

105. The Board may establish any regional or local boards or agencies for
managing any of the affairs of the Company in any place, and may appoint any
persons to be members of such local boards, or any managers or agents, and may
fix their remuneration (either by way of salary or by commission or by
conferring the right to participation in the profits of the Company or by a
combination of two or more of these modes) and pay the working expenses of any
staff employed by them upon the business of the Company. The Board may delegate
to any regional or local board, manager or agent any of the powers, authorities
and discretions vested in or exercisable by the Board (other than its powers to
make calls and forfeit shares), with power to sub-delegate, and may authorise
the members of any of them to fill any vacancies therein and to act
notwithstanding vacancies. Any such appointment or delegation may be made upon
such terms and subject to such conditions as the Board may think fit, and the
Board may remove any person appointed as aforesaid, and may revoke or vary such
delegation, but no person dealing in good faith and without notice of any such
revocation or variation shall be affected thereby.

106. The Board may by power of attorney appoint any company, firm or person or
any fluctuating body of persons, whether nominated directly or indirectly by the
Board, to be the attorney or attorneys of the Company for such purposes and with
such powers, authorities and discretions (not exceeding those vested in or
exercisable by the Board under these Articles) and for such period and subject
to such conditions as it may think fit, and any such power of attorney may
contain such provisions for the protection and convenience of persons dealing
with any such attorney as the Board may think fit, and may also authorise any
such attorney to sub-delegate all or any of the powers, authorities and
discretions vested in him. Such attorney or attorneys may, if so authorised
under the Seal of the Company, execute any deed or instrument under their
personal seal with the same effect as the affixation of the Company's Seal.

107. The Board may entrust to and confer upon a managing director, joint
managing director, deputy managing director, an executive director or any
Director any of the powers exercisable by it upon such terms and conditions and
with such restrictions as it thinks fit, and either collaterally with, or to the
exclusion of, its own powers, and may from time to time



                                     - 31 -

revoke or vary all or any of such powers but no person dealing in good faith and
without notice of such revocation or variation shall be affected thereby.

108. All cheques, promissory notes, drafts, bills of exchange and other
instruments, whether negotiable or transferable or not, and all receipts for
moneys paid to the Company shall be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, in such manner as the Board shall from
time to time by resolution determine. The Company's banking accounts shall be
kept with such banker or bankers as the Board shall from time to time determine.

109. (1) The Board may establish or concur or join with other companies (being
subsidiary companies of the Company or companies with which it is associated in
business) in establishing and making contributions out of the Company's moneys
to any schemes or funds for providing pensions, sickness or compassionate
allowances, life assurance or other benefits for employees (which expression as
used in this and the following paragraph shall include any Director or
ex-Director who may hold or have held any executive office or any office of
profit under the Company or any of its subsidiary companies) and ex-employees of
the Company and their dependants or any class or classes of such person.

     (2) The Board may pay, enter into agreements to pay or make grants of
revocable or irrevocable pensions or other benefits to employees and
ex-employees and their dependants, or to any of such persons, including pensions
or benefits additional to those, if any, to which such employees or ex-employees
or their dependants are or may become entitled under any such scheme or fund as
mentioned in the last preceding paragraph. Any such pension or benefit may, as
the Board considers desirable, be granted to an employee either before and in
anticipation of or upon or at any time after his actual retirement, and may be
subject or not subject to any terms or conditions as the Board may determine.

                                BORROWING POWERS

110. The Board may exercise all the powers of the Company to raise or borrow
money and to mortgage or charge all or any part of the undertaking, property and
assets (present and future) and uncalled capital of the Company and, subject to
the Law, to issue debentures, bonds and other securities, whether outright or as
collateral security for any debt, liability or obligation of the Company or of
any third party.

111. Debentures, bonds and other securities may be made assignable free from any
equities between the Company and the person to whom the same may be issued.

112. Any debentures, bonds or other securities may be issued at a discount
(other than shares), premium or otherwise and with any special privileges as to
redemption, surrender, drawings, allotment of shares, attending and voting at
general meetings of the Company, appointment of Directors and otherwise.

113. (1) Where any uncalled capital of the Company is charged, all persons
taking any subsequent charge thereon shall take the same subject to such prior
charge, and shall not be entitled, by notice to the Members or otherwise, to
obtain priority over such prior charge.



                                     - 32 -

     (2) The Board shall cause a proper register to be kept, in accordance with
the provisions of the Law, of all charges specifically affecting the property of
the Company and of any series of debentures issued by the Company and shall duly
comply with the requirements of the Law in regard to the registration of charges
and debentures therein specified and otherwise.

                          PROCEEDINGS OF THE DIRECTORS

114. The Board may meet for the despatch of business, adjourn and otherwise
regulate its meetings as it considers appropriate. Questions arising at any
meeting shall be determined by a majority of votes. In the case of any equality
of votes the chairman of the meeting shall have an additional or casting vote.

115. A meeting of the Board may be convened by the Secretary on request of a
Director or by any Director. The Secretary shall convene a meeting of the Board
of which notice may be given in writing or by telephone or in such other manner
as the Board may from time to time determine whenever he shall be required so to
do by the president or chairman, as the case may be, or any Director.

116. (1) The quorum necessary for the transaction of the business of the Board
may be fixed by the Board and, unless so fixed at any other number, shall be two
(2). An alternate Director shall be counted in a quorum in the case of the
absence of a Director for whom he is the alternate provided that he shall not be
counted more than once for the purpose of determining whether or not a quorum is
present.

     (2) Directors may participate in any meeting of the Board by means of a
conference telephone or other communications equipment through which all persons
participating in the meeting can communicate with each other simultaneously and
instantaneously and, for the purpose of counting a quorum, such participation
shall constitute presence at a meeting as if those participating were present in
person.

     (3) Any Director who ceases to be a Director at a Board meeting may
continue to be present and to act as a Director and be counted in the quorum
until the termination of such Board meeting if no other Director objects and if
otherwise a quorum of Directors would not be present.

117. The continuing Directors or a sole continuing Director may act
notwithstanding any vacancy in the Board but, if and so long as the number of
Directors is reduced below the minimum number fixed by or in accordance with
these Articles, the continuing Directors or Director, notwithstanding that the
number of Directors is below the number fixed by or in accordance with these
Articles as the quorum or that there is only one continuing Director, may act
for the purpose of filling vacancies in the Board or of summoning general
meetings of the Company but not for any other purpose.

118. The Chairman of the Board shall be the chairman of all meetings of the
Board. If the Chairman of the Board is not present at any meeting within five
(5) minutes after the time appointed for holding the same, the Directors present
may choose one of their number to be chairman of the meeting.



                                     - 33 -

119. A meeting of the Board at which a quorum is present shall be competent to
exercise all the powers, authorities and discretions for the time being vested
in or exercisable by the Board.

120. (1) The Board may delegate any of its powers, authorities and discretions
to committees (including, without limitation, the Audit Committee), consisting
of such Director or Directors and other persons as it thinks fit, and they may,
from time to time, revoke such delegation or revoke the appointment of and
discharge any such committees either wholly or in part, and either as to persons
or purposes. Any committee so formed shall, in the exercise of the powers,
authorities and discretions so delegated, conform to any regulations which may
be imposed on it by the Board.

            (2) All acts done by any such committee in conformity with such
regulations, and in fulfilment of the purposes for which it was appointed, but
not otherwise, shall have like force and effect as if done by the Board, and the
Board (or if the Board delegates such power, the committee) shall have power to
remunerate the members of any such committee, and charge such remuneration to
the current expenses of the Company.

121. The meetings and proceedings of any committee consisting of two or more
members shall be governed by the provisions contained in these Articles for
regulating the meetings and proceedings of the Board so far as the same are
applicable and are not superseded by any regulations imposed by the Board under
the last preceding Article, indicating, without limitation, any committee
charter adopted by the Board for purposes or in respect of any such committee.

122. A resolution in writing signed by all the Directors except such as are
temporarily unable to act through ill-health or disability shall (provided that
such number is sufficient to constitute a quorum and further provided that a
copy of such resolution has been given or the contents thereof communicated to
all the Directors for the time being entitled to receive notices of Board
meetings in the same manner as notices of meetings are required to be given by
these Articles) be as valid and effectual as if a resolution had been passed at
a meeting of the Board duly convened and held. Such resolution may be contained
in one document or in several documents in like form each signed by one or more
of the Directors and for this purpose a facsimile signature of a Director shall
be treated as valid.

123. All acts bona fide done by the Board or by any committee or by any person
acting as a Director or members of a committee, shall, notwithstanding that it
is afterwards discovered that there was some defect in the appointment of any
member of the Board or such committee or person acting as aforesaid or that they
or any of them were disqualified or had vacated office, be as valid as if every
such person had been duly appointed and was qualified and had continued to be a
Director or member of such committee.

                                 AUDIT COMMITTEE

124. Without prejudice to the freedom of the Directors to establish any other
committees, for so long as the shares of the Company (or depositary receipts
therefor) are listed or quoted on the Designated Stock Exchange, the Board shall
establish and maintain an Audit Committee as a committee of the Board, the
composition and responsibilities of which shall comply with the NYSE Listing
Standards and the rules and regulations of the SEC.



                                     - 34 -

125. (1) The Board shall adopt a formal written audit committee charter and
review and assess the adequacy of the formal written charter on an annual basis.

     (2) The Audit Committee shall meet at least once every financial quarter,
or more frequently as circumstances dictate.

126. For so long as the shares of the Company (or depositary receipts therefor)
are listed or quoted on the Designated Stock Exchange, the Company shall conduct
an appropriate review of all related party transactions on an ongoing basis and
shall utilize the Audit Committee for the review and approval of potential
conflicts of interest. Specially, the Audit Committee shall approve any
transaction or transactions between the Company and any f the following parties:
(i) any shareholder owning an interest in the voting power of the Company or any
subsidiary of the Company that gives such shareholder significant influence over
the Company or any subsidiary of the Company, (ii) any director or executive
officer of the Company or any subsidiary of the Company and any relative of such
director or executive officer, (iii) any person in which a substantial interest
in the voting power of the Company is owned, directly or indirectly, by any
person described in (i) or (ii) or over which such a person is able to exercise
significant influence, and (iv) any affiliate (other than a subsidiary) of the
Company.

                                    OFFICERS

127. (1) The officers of the Company shall consist of the Chairman of the Board,
the Directors and Secretary and such additional officers (who may or may not be
Directors) as the Board may from time to time determine, all of whom shall be
deemed to be officers for the purposes of the Law and these Articles.

     (2) The Directors shall, as soon as may be after each appointment or
election of Directors, elect amongst the Directors a chairman and if more than
one Director is proposed for this office, the election to such office shall take
place in such manner as the Directors may determine.

     (3) The officers shall receive such remuneration as the Directors may from
time to time determine.

128. (1) The Secretary and additional officers, if any, shall be appointed by
the Board and shall hold office on such terms and for such period as the Board
may determine. If thought fit, two or more persons may be appointed as joint
Secretaries. The Board may also appoint from time to time on such terms as it
thinks fit one or more assistant or deputy Secretaries.

     (2) The Secretary shall attend all meetings of the Members and shall
keep correct minutes of such meetings and enter the same in the proper books
provided for the purpose. He shall perform such other duties as are prescribed
by the Law or these Articles or as may be prescribed by the Board.

129. The officers of the Company shall have such powers and perform such duties
in the management, business and affairs of the Company as may be delegated to
them by the Directors from time to time.



                                     - 35 -

130. A provision of the Law or of these Articles requiring or authorising a
thing to be done by or to a Director and the Secretary shall not be satisfied by
its being done by or to the same person acting both as Director and as or in
place of the Secretary.

                       REGISTER OF DIRECTORS AND OFFICERS

131. The Company shall cause to be kept in one or more books at its Office a
Register of Directors and Officers in which there shall be entered the full
names and addresses of the Directors and Officers and such other particulars as
required by the Law or as the Directors may determine. The Company shall send to
the Registrar of Companies in the Cayman Islands a copy of such register, and
shall from time to time notify to the said Registrar of any change that takes
place in relation to such Directors and Officers as required by the Law.

                                     MINUTES

132. (1) The Board shall cause minutes to be duly entered in books provided for
the purpose:

     (a)  of all elections and appointments of officers;

     (b)  of the names of the Directors present at each meeting of the Directors
          and of any committee of the Directors;

     (c)  of all resolutions and proceedings of each general meeting of the
          Members, meetings of the Board and meetings of committees of the Board
          and where there are managers, of all proceedings of meetings of the
          managers.

     (2) Minutes shall be kept by the Secretary at the Office.

                                      SEAL

133. (1) The Company shall have one or more Seals, as the Board may determine.
For the purpose of sealing documents creating or evidencing securities issued by
the Company, the Company may have a securities seal which is a facsimile of the
Seal of the Company with the addition of the word "Securities" on its face or in
such other form as the Board may approve. The Board shall provide for the
custody of each Seal and no Seal shall be used without the authority of the
Board or of a committee of the Board authorised by the Board in that behalf.
Subject as otherwise provided in these Articles, any instrument to which a Seal
is affixed shall be signed autographically by one Director and the Secretary or
by two Directors or by such other person (including a Director) or persons as
the Board may appoint, either generally or in any particular case, save that as
regards any certificates for shares or debentures or other securities of the
Company the Board may by resolution determine that such signatures or either of
them shall be dispensed with or affixed by some method or system of mechanical
signature. Every instrument executed in manner provided by this Article shall be
deemed to be sealed and executed with the authority of the Board previously
given.



                                     - 36 -

     (2) Where the Company has a Seal for use abroad, the Board may by writing
under the Seal appoint any agent or committee abroad to be the duly authorised
agent of the Company for the purpose of affixing and using such Seal and the
Board may impose restrictions on the use thereof as may be thought fit. Wherever
in these Articles reference is made to the Seal, the reference shall, when and
so far as may be applicable, be deemed to include any such other Seal as
aforesaid.

                           AUTHENTICATION OF DOCUMENTS

134. Any Director or the Secretary or any person appointed by the Board for the
purpose may authenticate any documents affecting the constitution of the Company
and any resolution passed by the Company or the Board or any committee, and any
books, records, documents and accounts relating to the business of the Company,
and to certify copies thereof or extracts therefrom as true copies or extracts,
and if any books, records, documents or accounts are elsewhere than at the
Office or the head office the local manager or other officer of the Company
having the custody thereof shall be deemed to be a person so appointed by the
Board. A document purporting to be a copy of a resolution, or an extract from
the minutes of a meeting, of the Company or of the Board or any committee which
is so certified shall be conclusive evidence in favour of all persons dealing
with the Company upon the faith thereof that such resolution has been duly
passed or, as the case may be, that such minutes or extract is a true and
accurate record of proceedings at a duly constituted meeting.

                            DESTRUCTION OF DOCUMENTS

135. (1) The Company shall be entitled to destroy the following documents at the
following times:

     (a)  any share certificate which has been cancelled at any time after the
          expiry of one (1) year from the date of such cancellation;

     (b)  any dividend mandate or any variation or cancellation thereof or any
          notification of change of name or address at any time after the expiry
          of two (2) years from the date such mandate variation cancellation or
          notification was recorded by the Company;

     (c)  any instrument of transfer of shares which has been registered at any
          time after the expiry of seven (7) years from the date of
          registration;

     (d)  any allotment letters after the expiry of seven (7) years from the
          date of issue thereof; and

     (e)  copies of powers of attorney, grants of probate and letters of
          administration at any time after the expiry of seven (7) years after
          the account to which the relevant power of attorney, grant of probate
          or letters of administration related has been closed;

          and it shall conclusively be presumed in favour of the Company that
every entry in the Register purporting to be made on the basis of any such
documents so destroyed was



                                     - 37 -

duly and properly made and every share certificate so destroyed was a valid
certificate duly and properly cancelled and that every instrument of transfer so
destroyed was a valid and effective instrument duly and properly registered and
that every other document destroyed hereunder was a valid and effective document
in accordance with the recorded particulars thereof in the books or records of
the Company. Provided always that: (1) the foregoing provisions of this Article
shall apply only to the destruction of a document in good faith and without
express notice to the Company that the preservation of such document was
relevant to a claim; (2) nothing contained in this Article shall be construed as
imposing upon the Company any liability in respect of the destruction of any
such document earlier than as aforesaid or in any case where the conditions of
proviso (1) above are not fulfilled; and (3) references in this Article to the
destruction of any document include references to its disposal in any manner.

     (2) Notwithstanding any provision contained in these Articles, the
Directors may, if permitted by applicable law, authorise the destruction of
documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article
and any other documents in relation to share registration which have been
microfilmed or electronically stored by the Company or by the share registrar on
its behalf provided always that this Article shall apply only to the destruction
of a document in good faith and without express notice to the Company and its
share registrar that the preservation of such document was relevant to a claim.

                          DIVIDENDS AND OTHER PAYMENTS

136. Subject to the Law, the Company in general meeting or the Board may from
time to time declare dividends in any currency to be paid to the Members but no
dividend shall be declared in excess of the amount recommended by the Board.

137. Dividends may be declared and paid out of the profits of the Company,
realised or unrealised, or from any reserve set aside from profits which the
Directors determine is no longer needed. The Board may also declare and pay
dividends out of share premium account or any other fund or account which can be
authorised for this purpose in accordance with the Law.

138. Except in so far as the rights attaching to, or the terms of issue of, any
share otherwise provide:

     (a)  all dividends shall be declared and paid according to the amounts paid
          up on the shares in respect of which the dividend is paid, but no
          amount paid up on a share in advance of calls shall be treated for the
          purposes of this Article as paid up on the share; and

     (b)  all dividends shall be apportioned and paid pro rata according to the
          amounts paid up on the shares during any portion or portions of the
          period in respect of which the dividend is paid.

139. The Board may from time to time pay to the Members such interim dividends
as appear to the Board to be justified by the profits of the Company and in
particular (but without prejudice to the generality of the foregoing) if at any
time the share capital of the Company is divided into different classes, the
Board may pay such interim dividends in respect of those shares in the capital
of the Company which confer on the holders thereof deferred or non-preferential
rights as well as in respect of those shares which confer on the holders thereof



                                     - 38 -

preferential rights with regard to dividend and provided that the Board acts
bona fide the Board shall not incur any responsibility to the holders of shares
conferring any preference for any damage that they may suffer by reason of the
payment of an interim dividend on any shares having deferred or non-preferential
rights and may also pay any fixed dividend which is payable on any shares of the
Company half-yearly or on any other dates, whenever such profits, in the opinion
of the Board, justifies such payment.

140. The Board may deduct from any dividend or other moneys payable to a Member
by the Company on or in respect of any shares all sums of money (if any)
presently payable by him to the Company on account of calls or otherwise.

141. No dividend or other moneys payable by the Company on or in respect of any
share shall bear interest against the Company.

142. Any dividend, interest or other sum payable in cash to the holder of shares
may be paid by cheque or warrant sent through the post addressed to the holder
at his registered address or, in the case of joint holders, addressed to the
holder whose name stands first in the Register in respect of the shares at his
address as appearing in the Register or addressed to such person and at such
address as the holder or joint holders may in writing direct. Every such cheque
or warrant shall, unless the holder or joint holders otherwise direct, be made
payable to the order of the holder or, in the case of joint holders, to the
order of the holder whose name stands first on the Register in respect of such
shares, and shall be sent at his or their risk and payment of the cheque or
warrant by the bank on which it is drawn shall constitute a good discharge to
the Company notwithstanding that it may subsequently appear that the same has
been stolen or that any endorsement thereon has been forged. Any one of two or
more joint holders may give effectual receipts for any dividends or other moneys
payable or property distributable in respect of the shares held by such joint
holders.

143. All dividends or bonuses unclaimed for one (1) year after having been
declared may be invested or otherwise made use of by the Board for the benefit
of the Company until claimed. Any dividend or bonuses unclaimed after a period
of six (6) years from the date of declaration shall be forfeited and shall
revert to the Company. The payment by the Board of any unclaimed dividend or
other sums payable on or in respect of a share into a separate account shall not
constitute the Company a trustee in respect thereof.

144. Whenever the Board or the Company in general meeting has resolved that a
dividend be paid or declared, the Board may further resolve that such dividend
be satisfied wholly or in part by the distribution of specific assets of any
kind and in particular of paid up shares, debentures or warrants to subscribe
securities of the Company or any other company, or in any one or more of such
ways, and where any difficulty arises in regard to the distribution the Board
may settle the same as it thinks expedient, and in particular may issue
certificates in respect of fractions of shares, disregard fractional
entitlements or round the same up or down, and may fix the value for
distribution of such specific assets, or any part thereof, and may determine
that cash payments shall be made to any Members upon the footing of the value so
fixed in order to adjust the rights of all parties, and may vest any such
specific assets in trustees as may seem expedient to the Board and may appoint
any person to sign any requisite instruments of transfer and other documents on
behalf of the persons entitled to the dividend, and such appointment shall be
effective and binding on the Members. The Board may resolve that no such assets
shall be made available to Members with registered addresses in any particular
territory or territories where, in the absence of a registration statement or
other



                                     - 39 -

special formalities, such distribution of assets would or might, in the opinion
of the Board, be unlawful or impracticable and in such event the only
entitlement of the Members aforesaid shall be to receive cash payments as
aforesaid. Members affected as a result of the foregoing sentence shall not be
or be deemed to be a separate class of Members for any purpose whatsoever.

145. (1) Whenever the Board or the Company in general meeting has resolved that
a dividend be paid or declared on any class of the share capital of the Company,
the Board may further resolve either:

     (a)  that such dividend be satisfied wholly or in part in the form of an
          allotment of shares credited as fully paid up, provided that the
          Members entitled thereto will be entitled to elect to receive such
          dividend (or part thereof if the Board so determines) in cash in lieu
          of such allotment. In such case, the following provisions shall apply:

          (i)  the basis of any such allotment shall be determined by the Board;

          (ii) the Board, after determining the basis of allotment, shall give
               not less than ten (10) days' Notice to the holders of the
               relevant shares of the right of election accorded to them and
               shall send with such notice forms of election and specify the
               procedure to be followed and the place at which and the latest
               date and time by which duly completed forms of election must be
               lodged in order to be effective;

         (iii) the right of election may be exercised in respect of the whole or
               part of that portion of the dividend in respect of which the
               right of election has been accorded; and

          (iv) the dividend (or that part of the dividend to be satisfied by the
               allotment of shares as aforesaid) shall not be payable in cash on
               shares in respect whereof the cash election has not been duly
               exercised ("the non-elected shares") and in satisfaction thereof
               shares of the relevant class shall be allotted credited as fully
               paid up to the holders of the non-elected shares on the basis of
               allotment determined as aforesaid and for such purpose the Board
               shall capitalise and apply out of any part of the undivided
               profits of the Company (including profits carried and standing to
               the credit of any reserves or other special account, share
               premium account, capital redemption reserve other than the
               Subscription Rights Reserve) as the Board may determine, such sum
               as may be required to pay up in full the appropriate number of
               shares of the relevant class for allotment and distribution to
               and amongst the holders of the non-elected shares on such basis;
               or

     (b)  that the Members entitled to such dividend shall be entitled to elect
          to receive an allotment of shares credited as fully paid up in lieu of
          the whole or such part of the dividend as the Board may think fit. In
          such case, the following provisions shall apply:

          (i)  the basis of any such allotment shall be determined by the Board;



                                     - 40 -

          (ii) the Board, after determining the basis of allotment, shall give
               not less than ten (10) days' Notice to the holders of the
               relevant shares of the right of election accorded to them and
               shall send with such notice forms of election and specify the
               procedure to be followed and the place at which and the latest
               date and time by which duly completed forms of election must be
               lodged in order to be effective;

         (iii) the right of election may be exercised in respect of the whole or
               part of that portion of the dividend in respect of which the
               right of election has been accorded; and

          (iv) the dividend (or that part of the dividend in respect of which a
               right of election has been accorded) shall not be payable in cash
               on shares in respect whereof the share election has been duly
               exercised ("the elected shares") and in lieu thereof shares of
               the relevant class shall be allotted credited as fully paid up to
               the holders of the elected shares on the basis of allotment
               determined as aforesaid and for such purpose the Board shall
               capitalise and apply out of any part of the undivided profits of
               the Company (including profits carried and standing to the credit
               of any reserves or other special account, share premium account,
               capital redemption reserve other than the Subscription Rights
               Reserve) as the Board may determine, such sum as may be required
               to pay up in full the appropriate number of shares of the
               relevant class for allotment and distribution to and amongst the
               holders of the elected shares on such basis.

     (2)  (a)  The shares allotted pursuant to the provisions of paragraph (1)
               of this Article shall rank pari passu in all respects with shares
               of the same class (if any) then in issue save only as regards
               participation in the relevant dividend or in any other
               distributions, bonuses or rights paid, made, declared or
               announced prior to or contemporaneously with the payment or
               declaration of the relevant dividend unless, contemporaneously
               with the announcement by the Board of their proposal to apply the
               provisions of sub-paragraph (a) or (b) of paragraph (2) of this
               Article in relation to the relevant dividend or contemporaneously
               with their announcement of the distribution, bonus or rights in
               question, the Board shall specify that the shares to be allotted
               pursuant to the provisions of paragraph (1) of this Article shall
               rank for participation in such distribution, bonus or rights.

          (b)  The Board may do all acts and things considered necessary or
               expedient to give effect to any capitalisation pursuant to the
               provisions of paragraph (1) of this Article, with full power to
               the Board to make such provisions as it thinks fit in the case of
               shares becoming distributable in fractions (including provisions
               whereby, in whole or in part, fractional entitlements are
               aggregated and sold and the net proceeds distributed to those
               entitled, or are disregarded or rounded up or down or whereby the
               benefit of fractional entitlements accrues to the Company rather
               than to the Members concerned). The Board may authorise any
               person to enter into on behalf of all Members interested, an
               agreement with the



                                     - 41 -

               Company providing for such capitalisation and matters incidental
               thereto and any agreement made pursuant to such authority shall
               be effective and binding on all concerned.

     (3) The Company may upon the recommendation of the Board by ordinary
resolution resolve in respect of any one particular dividend of the Company that
notwithstanding the provisions of paragraph (1) of this Article a dividend may
be satisfied wholly in the form of an allotment of shares credited as fully paid
up without offering any right to shareholders to elect to receive such dividend
in cash in lieu of such allotment.

     (4) The Board may on any occasion determine that rights of election and the
allotment of shares under paragraph (1) of this Article shall not be made
available or made to any shareholders with registered addresses in any territory
where, in the absence of a registration statement or other special formalities,
the circulation of an offer of such rights of election or the allotment of
shares would or might, in the opinion of the Board, be unlawful or
impracticable, and in such event the provisions aforesaid shall be read and
construed subject to such determination. Members affected as a result of the
foregoing sentence shall not be or be deemed to be a separate class of Members
for any purpose whatsoever.

     (5) Any resolution declaring a dividend on shares of any class, whether a
resolution of the Company in general meeting or a resolution of the Board, may
specify that the same shall be payable or distributable to the persons
registered as the holders of such shares at the close of business on a
particular date, notwithstanding that it may be a date prior to that on which
the resolution is passed, and thereupon the dividend shall be payable or
distributable to them in accordance with their respective holdings so
registered, but without prejudice to the rights inter se in respect of such
dividend of transferors and transferees of any such shares. The provisions of
this Article shall mutatis mutandis apply to bonuses, capitalisation issues,
distributions of realised capital profits or offers or grants made by the
Company to the Members.

                                    RESERVES

146. (1) The Board shall establish an account to be called the share premium
account and shall carry to the credit of such account from time to time a sum
equal to the amount or value of the premium paid on the issue of any share in
the Company. Unless otherwise provided by the provisions of these Articles, the
Board may apply the share premium account in any manner permitted by the Law.
The Company shall at all times comply with the provisions of the Law in relation
to the share premium account.

     (2) Before recommending any dividend, the Board may set aside out of the
profits of the Company such sums as it determines as reserves which shall, at
the discretion of the Board, be applicable for any purpose to which the profits
of the Company may be properly applied and pending such application may, also at
such discretion, either be employed in the business of the Company or be
invested in such investments as the Board may from time to time think fit and so
that it shall not be necessary to keep any investments constituting the reserve
or reserves separate or distinct from any other investments of the Company. The
Board may also without placing the same to reserve carry forward any profits
which it may think prudent not to distribute.

                                     - 42 -


                                 CAPITALISATION

147.        The Company may, upon the recommendation of the Board, at any time
and from time to time pass an ordinary resolution to the effect that it is
desirable to capitalise all or any part of any amount for the time being
standing to the credit of any reserve or fund (including a share premium account
and capital redemption reserve and the profit and loss account) whether or not
the same is available for distribution and accordingly that such amount be set
free for distribution among the Members or any class of Members who would be
entitled thereto if it were distributed by way of dividend and in the same
proportions, on the footing that the same is not paid in cash but is applied
either in or towards paying up the amounts for the time being unpaid on any
shares in the Company held by such Members respectively or in paying up in full
unissued shares, debentures or other obligations of the Company, to be allotted
and distributed credited as fully paid up among such Members, or partly in one
way and partly in the other, and the Board shall give effect to such resolution
provided that, for the purposes of this Article, a share premium account and any
capital redemption reserve or fund representing unrealised profits, may be
applied only in paying up in full unissued shares of the Company to be allotted
to such Members credited as fully paid.

148.        The Board may settle, as it considers appropriate, any difficulty
arising in regard to any distribution under the last preceding Article and in
particular may issue certificates in respect of fractions of shares or authorise
any person to sell and transfer any fractions or may resolve that the
distribution should be as nearly as may be practicable in the correct proportion
but not exactly so or may ignore fractions altogether, and may determine that
cash payments shall be made to any Members in order to adjust the rights of all
parties, as may seem expedient to the Board. The Board may appoint any person to
sign on behalf of the persons entitled to participate in the distribution any
contract necessary or desirable for giving effect thereto and such appointment
shall be effective and binding upon the Members.

                           SUBSCRIPTION RIGHTS RESERVE

149.        The following provisions shall have effect to the extent that they
are not prohibited by and are in compliance with the Law:

      (1)   If, so long as any of the rights attached to any warrants issued by
            the Company to subscribe for shares of the Company shall remain
            exercisable, the Company does any act or engages in any transaction
            which, as a result of any adjustments to the subscription price in
            accordance with the provisions of the conditions of the warrants,
            would reduce the subscription price to below the par value of a
            share, then the following provisions shall apply:

      (a)   as from the date of such act or transaction the Company shall
            establish and thereafter (subject as provided in this Article)
            maintain in accordance with the provisions of this Article a reserve
            (the "Subscription Rights Reserve") the amount of which shall at no
            time be less than the sum which for the time being would be required
            to be capitalised and applied in paying up in full the nominal
            amount of the additional shares required to be issued and allotted
            credited as fully paid pursuant to sub-paragraph (c) below on the
            exercise in full of all the subscription rights outstanding and
            shall apply the Subscription Rights Reserve in paying up such
            additional shares in full as and when the same are allotted;


                                     - 43 -


      (b)   the Subscription Rights Reserve shall not be used for any purpose
            other than that specified above unless all other reserves of the
            Company (other than share premium account) have been extinguished
            and will then only be used to make good losses of the Company if and
            so far as is required by law;

      (c)   upon the exercise of all or any of the subscription rights
            represented by any warrant, the relevant subscription rights shall
            be exercisable in respect of a nominal amount of shares equal to the
            amount in cash which the holder of such warrant is required to pay
            on exercise of the subscription rights represented thereby (or, as
            the case may be the relevant portion thereof in the event of a
            partial exercise of the subscription rights) and, in addition, there
            shall be allotted in respect of such subscription rights to the
            exercising warrantholder, credited as fully paid, such additional
            nominal amount of shares as is equal to the difference between:

            (i)   the said amount in cash which the holder of such warrant is
                  required to pay on exercise of the subscription rights
                  represented thereby (or, as the case may be, the relevant
                  portion thereof in the event of a partial exercise of the
                  subscription rights); and

            (ii)  the nominal amount of shares in respect of which such
                  subscription rights would have been exercisable having regard
                  to the provisions of the conditions of the warrants, had it
                  been possible for such subscription rights to represent the
                  right to subscribe for shares at less than par and immediately
                  upon such exercise so much of the sum standing to the credit
                  of the Subscription Rights Reserve as is required to pay up in
                  full such additional nominal amount of shares shall be
                  capitalised and applied in paying up in full such additional
                  nominal amount of shares which shall forthwith be allotted
                  credited as fully paid to the exercising warrantholders; and

      (d)   if, upon the exercise of the subscription rights represented by any
            warrant, the amount standing to the credit of the Subscription
            Rights Reserve is not sufficient to pay up in full such additional
            nominal amount of shares equal to such difference as aforesaid to
            which the exercising warrantholder is entitled, the Board shall
            apply any profits or reserves then or thereafter becoming available
            (including, to the extent permitted by law, share premium account)
            for such purpose until such additional nominal amount of shares is
            paid up and allotted as aforesaid and until then no dividend or
            other distribution shall be paid or made on the fully paid shares of
            the Company then in issue. Pending such payment and allotment, the
            exercising warrantholder shall be issued by the Company with a
            certificate evidencing his right to the allotment of such additional
            nominal amount of shares. The rights represented by any such
            certificate shall be in registered form and shall be transferable in
            whole or in part in units of one share in the like manner as the
            shares for the time being are transferable, and the Company shall
            make such arrangements in relation to the maintenance of a register
            therefor and other matters in relation thereto as the Board may
            think fit and adequate particulars thereof shall be made known to
            each relevant exercising warrantholder upon the issue of such
            certificate.


                                     - 44 -


      (2)   Shares allotted pursuant to the provisions of this Article shall
rank pari passu in all respects with the other shares allotted on the relevant
exercise of the subscription rights represented by the warrant concerned.
Notwithstanding anything contained in paragraph (1) of this Article, no fraction
of any share shall be allotted on exercise of the subscription rights.

      (3)   The provision of this Article as to the establishment and
maintenance of the Subscription Rights Reserve shall not be altered or added to
in any way which would vary or abrogate, or which would have the effect of
varying or abrogating the provisions for the benefit of any warrantholder or
class of warrantholders under this Article without the sanction of a special
resolution of such warrantholders or class of warrantholders.

      (4)   A certificate or report by the auditors for the time being of the
Company as to whether or not the Subscription Rights Reserve is required to be
established and maintained and if so the amount thereof so required to be
established and maintained, as to the purposes for which the Subscription Rights
Reserve has been used, as to the extent to which it has been used to make good
losses of the Company, as to the additional nominal amount of shares required to
be allotted to exercising warrantholders credited as fully paid, and as to any
other matter concerning the Subscription Rights Reserve shall (in the absence of
manifest error) be conclusive and binding upon the Company and all
warrantholders and shareholders.

                               ACCOUNTING RECORDS

150.        The Board shall cause true accounts to be kept of the sums of money
received and expended by the Company, and the matters in respect of which such
receipt and expenditure take place, and of the property, assets, credits and
liabilities of the Company and of all other matters required by the Law or
necessary to give a true and fair view of the Company's affairs and to explain
its transactions.

151.        The accounting records shall be kept at the Office or, at such other
place or places as the Board decides and shall always be open to inspection by
the Directors. No Member (other than a Director) shall have any right of
inspecting any accounting record or book or document of the Company except as
conferred by law or authorised by the Board or the Company in general meeting.

152.        Subject to Article 153, a printed copy of the Directors' report,
accompanied by the balance sheet and profit and loss account, including every
document required by law to be annexed thereto, made up to the end of the
applicable financial year and containing a summary of the assets and liabilities
of the Company under convenient heads and a statement of income and expenditure,
together with a copy of the Auditors' report, shall be sent to each person
entitled thereto at least ten (10) days before the date of the general meeting
and laid before the Company at the annual general meeting held in accordance
with Article 56 provided that this Article shall not require a copy of those
documents to be sent to any person whose address the Company is not aware or to
more than one of the joint holders of any shares or debentures.

153.        Subject to due compliance with all applicable Statutes, rules and
regulations, including, without limitation, the rules of the Designated Stock
Exchange, and to obtaining all necessary consents, if any, required thereunder,
the requirements of Article 152 shall be deemed satisfied in relation to any
person by sending to the person in any manner not


                                     - 45 -


prohibited by the Statutes, a summary financial statement derived from the
Company's annual accounts and the directors' report which shall be in the form
and containing the information required by applicable laws and regulations,
provided that any person who is otherwise entitled to the annual financial
statements of the Company and the directors' report thereon may, if he so
requires by notice in writing served on the Company, demand that the Company
sends to him, in addition to a summary financial statement, a complete printed
copy of the Company's annual financial statement and the directors' report
thereon.

154.        The requirement to send to a person referred to in Article 152 the
documents referred to in that article or a summary financial report in
accordance with Article 153 shall be deemed satisfied where, in accordance with
all applicable Statutes, rules and regulations, including, without limitation,
the rules of the Designated Stock Exchange, the Company publishes copies of the
documents referred to in Article 152 and, if applicable, a summary financial
report complying with Article 153, on the Company's computer network or in any
other permitted manner (including by sending any form of electronic
communication), and that person has agreed or is deemed to have agreed to treat
the publication or receipt of such documents in such manner as discharging the
Company's obligation to send to him a copy of such documents.

                                     AUDIT

155.        Subject to applicable law and rules of the Designated Stock
Exchange:

      (1)   At the annual general meeting or at a subsequent extraordinary
general meeting in each year, the Members shall appoint an auditor to audit the
accounts of the Company and such auditor shall hold office until the Members
appoint another auditor. Such auditor may be a Member but no Director or officer
or employee of the Company shall, during his continuance in office, be eligible
to act as an auditor of the Company.

      (2)   A person, other than a retiring Auditor, shall not be capable of
being appointed Auditor at an annual general meeting unless notice in writing of
an intention to nominate that person to the office of Auditor has been given not
less than fourteen (14) days before the annual general meeting and furthermore,
the Company shall send a copy of any such notice to the retiring Auditor.

      (3)   The Members may, at any general meeting convened and held in
accordance with these Articles, by special resolution remove the Auditor at any
time before the expiration of his term of office and shall by ordinary
resolution at that meeting appoint another Auditor in his stead for the
remainder of his term.

156.        Subject to the Law the accounts of the Company shall be audited at
least once in every year.

157.        The remuneration of the Auditor shall be fixed by the Company in
general meeting or in such manner as the Members may determine.

158.        If the office of auditor becomes vacant by the resignation or death
of the Auditor, or by his becoming incapable of acting by reason of illness or
other disability at a time


                                     - 46 -


when his services are required, the Directors shall fill the vacancy and
determine the remuneration of such Auditor.

159.        The Auditor shall at all reasonable times have access to all books
kept by the Company and to all accounts and vouchers relating thereto; and he
may call on the Directors or officers of the Company for any information in
their possession relating to the books or affairs of the Company.

160.        The statement of income and expenditure and the balance sheet
provided for by these Articles shall be examined by the Auditor and compared by
him with the books, accounts and vouchers relating thereto; and he shall make a
written report thereon stating whether such statement and balance sheet are
drawn up so as to present fairly the financial position of the Company and the
results of its operations for the period under review and, in case information
shall have been called for from Directors or officers of the Company, whether
the same has been furnished and has been satisfactory. The financial statements
of the Company shall be audited by the Auditor in accordance with generally
accepted auditing standards. The Auditor shall make a written report thereon in
accordance with generally accepted auditing standards and the report of the
Auditor shall be submitted to the Members in general meeting. The generally
accepted auditing standards referred to herein may be those of a country or
jurisdiction other than the Cayman Islands. If so, the financial statements and
the report of the Auditor should disclose this act and name such country or
jurisdiction.

                                     NOTICES

161.        Any Notice or document, whether or not, to be given or issued under
these Articles from the Company to a Member shall be in writing or by cable,
telex or facsimile transmission message or other form of electronic transmission
or communication and any such Notice and document may be served or delivered by
the Company on or to any Member either personally or by sending it through the
post in a prepaid envelope addressed to such Member at his registered address as
appearing in the Register or at any other address supplied by him to the Company
for the purpose or, as the case may be, by transmitting it to any such address
or transmitting it to any telex or facsimile transmission number or electronic
number or address or website supplied by him to the Company for the giving of
Notice to him or which the person transmitting the notice reasonably and bona
fide believes at the relevant time will result in the Notice being duly received
by the Member or may also be served by advertisement in appropriate newspapers
in accordance with the requirements of the Designated Stock Exchange or, to the
extent permitted by the applicable laws, by placing it on the Company's website
and giving to the member a notice stating that the notice or other document is
available there (a "notice of availability"). The notice of availability may be
given to the Member by any of the means set out above. In the case of joint
holders of a share all notices shall be given to that one of the joint holders
whose name stands first in the Register and notice so given shall be deemed a
sufficient service on or delivery to all the joint holders.

162.        Any Notice or other document:

      (a)   if served or delivered by post, shall where appropriate be sent by
            airmail and shall be deemed to have been served or delivered on the
            day following that on which the envelope containing the same,
            properly prepaid and addressed, is put


                                     - 47 -


            into the post; in proving such service or delivery it shall be
            sufficient to prove that the envelope or wrapper containing the
            notice or document was properly addressed and put into the post and
            a certificate in writing signed by the Secretary or other officer of
            the Company or other person appointed by the Board that the envelope
            or wrapper containing the notice or other document was so addressed
            and put into the post shall be conclusive evidence thereof;

      (b)   if sent by electronic communication, shall be deemed to be given on
            the day on which it is transmitted from the server of the Company or
            its agent. A notice placed on the Company's website is deemed given
            by the Company to a Member on the day following that on which a
            notice of availability is deemed served on the Member;

      (c)   if served or delivered in any other manner contemplated by these
            Articles, shall be deemed to have been served or delivered at the
            time of personal service or delivery or, as the case may be, at the
            time of the relevant despatch or transmission; and in proving such
            service or delivery a certificate in writing signed by the Secretary
            or other officer of the Company or other person appointed by the
            Board as to the act and time of such service, delivery, despatch or
            transmission shall be conclusive evidence thereof; and

      (d)   may be given to a Member either in the English language or the
            Chinese language, subject to due compliance with all applicable
            Statutes, rules and regulations.

163.  (1)   Any Notice or other document delivered or sent by post to or left at
the registered address of any Member in pursuance of these Articles shall,
notwithstanding that such Member is then dead or bankrupt or that any other
event has occurred, and whether or not the Company has notice of the death or
bankruptcy or other event, be deemed to have been duly served or delivered in
respect of any share registered in the name of such Member as sole or joint
holder unless his name shall, at the time of the service or delivery of the
notice or document, have been removed from the Register as the holder of the
share, and such service or delivery shall for all purposes be deemed a
sufficient service or delivery of such Notice or document on all persons
interested (whether jointly with or as claiming through or under him) in the
share.

      (2)   A notice may be given by the Company to the person entitled to a
share in consequence of the death, mental disorder or bankruptcy of a Member by
sending it through the post in a prepaid letter, envelope or wrapper addressed
to him by name, or by the title of representative of the deceased, or trustee of
the bankrupt, or by any like description, at the address, if any, supplied for
the purpose by the person claiming to be so entitled, or (until such an address
has been so supplied) by giving the notice in any manner in which the same might
have been given if the death, mental disorder or bankruptcy had not occurred.

      (3)   Any person who by operation of law, transfer or other means
whatsoever shall become entitled to any share shall be bound by every notice in
respect of such share which prior to his name and address being entered on the
Register shall have been duly given to the person from whom he derives his title
to such share.


                                     - 48 -


                                   SIGNATURES

164.        For the purposes of these Articles, a cable or telex or facsimile or
electronic transmission message purporting to come from a holder of shares or,
as the case may be, a Director, or, in the case of a corporation which is a
holder of shares from a director or the secretary thereof or a duly appointed
attorney or duly authorised representative thereof for it and on its behalf,
shall in the absence of express evidence to the contrary available to the person
relying thereon at the relevant time be deemed to be a document or instrument in
writing signed by such holder or Director in the terms in which it is received.

                                   WINDING UP

165.  (1)   The Board shall have power in the name and on behalf of the Company
to present a petition to the court for the Company to be wound up.

      (2)   A resolution that the Company be wound up by the court or be wound
up voluntarily shall be a special resolution.

166.  (1)   Subject to any special rights, privileges or restrictions as to the
distribution of available surplus assets on liquidation for the time being
attached to any class or classes of shares (i) if the Company shall be wound up
and the assets available for distribution amongst the Members of the Company
shall be more than sufficient to repay the whole of the capital paid up at the
commencement of the winding up, the excess shall be distributed pari passu
amongst such members in proportion to the amount paid up on the shares held by
them respectively and (ii) if the Company shall be wound up and the assets
available for distribution amongst the Members as such shall be insufficient to
repay the whole of the paid-up capital such assets shall be distributed so that,
a nearly as may be, the losses shall be borne by the Members in proportion to
the capital paid up, or which ought to have been paid up, at the commencement of
the winding up on the shares held by them respectively.

      (2)   If the Company shall be wound up (whether the liquidation is
voluntary or by the court) the liquidator may, with the authority of a special
resolution and any other sanction required by the Law, divide among the Members
in specie or kind the whole or any part of the assets of the Company and whether
or not the assets shall consist of properties of one kind or shall consist of
properties to be divided as aforesaid of different kinds, and may for such
purpose set such value as he deems fair upon any one or more class or classes of
property and may determine how such division shall be carried out as between the
Members or different classes of Members. The liquidator may, with the like
authority, vest any part of the assets in trustees upon such trusts for the
benefit of the Members as the liquidator with the like authority shall think
fit, and the liquidation of the Company may be closed and the Company dissolved,
but so that no contributory shall be compelled to accept any shares or other
property in respect of which there is a liability.

      (3)   In the event of winding-up of the Company in the People's Republic
of China, every Member of the Company who is not for the time being in the
People's Republic of China shall be bound, within 14 days after the passing of
an effective resolution to wind up the Company voluntarily, or the making of an
order for the winding-up of the Company, to serve



notice in writing on the Company appointing some person resident in the People's
Republic of China and stating that person's full name, address and occupation
upon whom all summonses, notices, process, orders and judgements in relation to
or under the winding-up of the Company may be served, and in default of such
nomination the liquidator of the Company shall be at liberty on behalf of such
Member to appoint some such person, and service upon any such appointee, whether
appointed by the Member or the liquidator, shall be deemed to be good personal
service on such Member for all purposes, and, where the liquidator makes any
such appointment, he shall with all convenient speed give notice thereof to such
Member by advertisement as he shall deem appropriate or by a registered letter
sent through the post and addressed to such Member at his address as appearing
in the register, and such notice shall be deemed to be service on the day
following that on which the advertisement first appears or the letter is posted.

                                    INDEMNITY

167.  (1)   The Directors, Secretary and other officers and every Auditor for
the time being of the Company and the liquidator or trustees (if any) for the
time being acting in relation to any of the affairs of the Company and everyone
of them, and everyone of their heirs, executors and administrators, shall be
indemnified and secured harmless out of the assets and profits of the Company
from and against all actions, costs, charges, losses, damages and expenses which
they or any of them, their or any of their heirs, executors or administrators,
shall or may incur or sustain by or by reason of any act done, concurred in or
omitted in or about the execution of their duty, or supposed duty, in their
respective offices or trusts; and none of them shall be answerable for the acts,
receipts, neglects or defaults of the other or others of them or for joining in
any receipts for the sake of conformity, or for any bankers or other persons
with whom any moneys or effects belonging to the Company shall or may be lodged
or deposited for safe custody, or for insufficiency or deficiency of any
security upon which any moneys of or belonging to the Company shall be placed
out on or invested, or for any other loss, misfortune or damage which may happen
in the execution of their respective offices or trusts, or in relation thereto;
PROVIDED THAT this indemnity shall not extend to any matter in respect of any
fraud or dishonesty which may attach to any of said persons.

      (2)   Each Member agrees to waive any claim or right of action he might
have, whether individually or by or in the right of the Company, against any
Director on account of any action taken by such Director, or the failure of such
Director to take any action in the performance of his duties with or for the
Company; PROVIDED THAT such waiver shall not extend to any matter in respect of
any fraud or dishonesty which may attach to such Director.

              AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION
                              AND NAME OF COMPANY

168.        No Article shall be rescinded, altered or amended and no new Article
shall be made until the same has been approved by a special resolution of the
Members. A special resolution shall be required to alter the provisions of the
Memorandum of Association or to change the name of the Company.


                                     - 50 -


                                  INFORMATION

169.        No Member shall be entitled to require discovery of or any
information respecting any detail of the Company's trading or any matter which
is or may be in the nature of a trade secret or secret process which may relate
to the conduct of the business of the Company and which in the opinion of the
Directors it will be inexpedient in the interests of the members of the Company
to communicate to the public.

EX-4.2

                                                                     EXHIBIT 4.2

                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
                       Incorporated in the Cayman Islands

This is to certify that ________________________________________________________

_______________________ of _____________________________________________________

________________________________________________________________________________

is the registered shareholder of: ______________________________________________



No. of Shares    Type of Share   Par Value
- -------------    -------------   ---------
                           





Date of Record   Certificate Number   % Paid
- --------------   ------------------   ------
                                



  The above shares are subject to the Memorandum and Articles of Association of
             the Company and transferrable in accordance therewith.

                   GIVEN UNDER THE COMMON SEAL OF THE COMPANY

_______________________   Director   ______________________   Director/Secretary

EX-4.3

                                                                     EXHIBIT 4.3

[CLIFFORD CHANCE LOGO]


                               DATED AS OF , 2007
                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

                                       AND

                           JPMORGAN CHASE BANK, N.A.,
                                  As Depositary

                                       AND

                     HOLDERS OF AMERICAN DEPOSITARY RECEIPTS



                -------------------------------------------------
                                DEPOSIT AGREEMENT
                -------------------------------------------------




                                    CONTENTS



                                                                                                     PAGE
                                                                                                  
PARTIES       .........................................................................................1
RECITALS...............................................................................................1

Section 1.     Certain Definitions.....................................................................1
               (a)     ADR Register....................................................................1
               (b)     ADRs; Direct Registration ADRs .................................................1
               (c)     ADS.............................................................................1
               (d)     Custodian ......................................................................1
               (e)     Deliver, execute, issue et al...................................................1
               (f)     Delivery Order..................................................................1
               (g)     Deposited Securities............................................................1
               (h)     Direct Registration System......................................................1
               (i)     Holder..........................................................................2
               (j)     Securities Act of 1933..........................................................2
               (k)     Securities Exchange Act of 1934.................................................2
               (l)     Shares..........................................................................2
               (m)     Transfer Office.................................................................2
               (n)     Withdrawal Order................................................................2
Section 2.    ADRs.....................................................................................2
Section 3.    Deposit of Shares........................................................................2
Section 4 .   Issue of ADRs............................................................................3
Section 5.    Distributions on Deposited Securities....................................................3
Section 6.    Withdrawal of Deposited Securities.......................................................3
Section 7.    Substitution of ADRs ....................................................................4
Section 8.    Cancellation and Destruction of ADRs.....................................................4
Section 9.    The Custodian............................................................................4
Section 10.   Co-Registrars and Co-Transfer Agents.....................................................5
Section 11.   Lists of Holders ........................................................................5
Section 12.   Depositary's Agents .....................................................................5
Section 13.   Successor Depositary ....................................................................5
Section 14.   Reports .................................................................................6
Section 15.   Additional Shares .......................................................................6
Section 16.   Indemnification .........................................................................6
Section 17.   Notices .................................................................................7
Section 18.   Miscellaneous ...........................................................................7
Section 19.   Consent to Jurisdiction .................................................................8


TESTIMONIUM...........................................................................................10

SIGNATURES............................................................................................10



                                      -i-




                                    EXHIBIT A

                                                                                                  
FORM OF FACE OF ADR..................................................................................A-1
         Introductory Paragraph......................................................................A-1

         (1)    Issuance of ADRs.....................................................................A-1

         (2)    Withdrawal of Deposited Securities...................................................A-2

         (3)    Transfers of ADRs....................................................................A-3

         (4)    Certain Limitations..................................................................A-3

         (5)    Taxes................................................................................A-4

         (6)    Disclosure of Interests..............................................................A-4

         (7)    Charges of Depositary................................................................A-5

         (8)    Available Information................................................................A-6

         (9)    Execution............................................................................A-6

Signature of Depositary...............................................................................A7
Address of Depositary's Office........................................................................A7
FORM OF REVERSE OF ADR...............................................................................A-8

       (10)   Distributions on Deposited Securities..................................................A-8

       (11)   Record Dates...........................................................................A-9

       (12)   Voting of Deposited Securities.........................................................A-9

       (13)   Changes Affecting Deposited Securities.................................................A-9

       (14)   Exoneration...........................................................................A-10

       (15)   Resignation and Removal of Depositary; the Custodian..................................A-11

       (16)   Amendment.............................................................................A-11

       (17)   Termination...........................................................................A-11

       (18)   Appointment...........................................................................A-12




                                      -ii-



DEPOSIT AGREEMENT dated as of           , 2007 (the "Deposit Agreement") among
YINGLI GREEN ENERGY HOLDING COMPANY LIMITED and its successors (the "Company"),
JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all
holders from time to time of American Depositary Receipts issued hereunder
("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited
Shares (defined below). The Company hereby appoints the Depositary as depositary
for the Deposited Securities and hereby authorizes and directs the Depositary to
act in accordance with the terms set forth in this Deposit Agreement. All
capitalized terms used herein have the meanings ascribed to them in Section 1 or
elsewhere in this Deposit Agreement. The parties hereto agree as follows:


1.    Certain Definitions.

(a)   "ADR Register" is defined in paragraph (3) of the form of ADR.

(b)   "ADRs" mean the American Depositary Receipts executed and delivered
      hereunder. ADRs may be either in physical certificated form or Direct
      Registration ADRs. ADRs in physical certificated form, and the terms and
      conditions governing the Direct Registration ADRs (as hereinafter
      defined), shall be substantially in the form of Exhibit A annexed hereto
      (the "form of ADR"). The term "Direct Registration ADR" means an ADR, the
      ownership of which is recorded on the Direct Registration System.
      References to "ADRs" shall include certificated ADRs and Direct
      Registration ADRs, unless the context otherwise requires. The form of ADR
      is hereby incorporated herein and made a part hereof; the provisions of
      the form of ADR shall be binding upon the parties hereto.

(c)   Subject to paragraph (13) of the form of ADR, each "ADS" evidenced by an
      ADR represents the right to receive one Share and a pro rata share in any
      other Deposited Securities.

(d)   "Custodian" means the agent or agents of the Depositary (singly or
      collectively, as the context requires) and any additional or substitute
      Custodian appointed pursuant to Section 9.

(e)   The terms "deliver", "execute", "issue", "register", "surrender",
      "transfer" or "cancel", when used with respect to Direct Registration
      ADRs, shall refer to an entry or entries or an electronic transfer or
      transfers in the Direct Registration System, and, when used with respect
      to ADRs in physical certificated form, shall refer to the physical
      delivery, execution, issuance, registration, surrender, transfer or
      cancellation of certificates representing the ADRs.

(f)   "Delivery Order" is defined in Section 3.

(g)   "Deposited Securities" as of any time means all Shares at such time
      deposited under this Deposit Agreement and any and all other Shares,
      securities, property and cash at such time held by the Depositary or the
      Custodian in respect or in lieu of such deposited Shares and other Shares,
      securities, property and cash.

(h)   "Direct Registration System" means the system for the uncertificated
      registration of ownership of securities established by The Depository
      Trust Company ("DTC") and utilized by the Depositary pursuant to which the
      Depositary may record the ownership of ADRs without the issuance of a
      certificate, which ownership shall be evidenced by


                                     - 1 -


      periodic statements issued by the Depositary to the Holders entitled
      thereto. For purposes hereof, the Direct Registration System shall include
      access to the Profile Modification System maintained by DTC which provides
      for automated transfer of ownership between DTC and the Depositary.

(i)   "Holder" means the person or persons in whose name an ADR is registered on
      the ADR Register.

(j)   "Securities Act of 1933" means the United States Securities Act of 1933,
      as from time to time amended.

(k)   "Securities Exchange Act of 1934" means the United States Securities
      Exchange Act of 1934, as from time to time amended.

(l)   "Shares" mean the ordinary shares of the Company, and shall include the
      rights to receive Shares specified in paragraph (1) of the form of ADR.

(m)   "Transfer Office" is defined in paragraph (3) of the form of ADR.

(n)   "Withdrawal Order" is defined in Section 6.

2.    ADRs.

(a)   ADRs in certificated form shall be engraved, printed or otherwise
      reproduced at the discretion of the Depositary in accordance with its
      customary practices in its American depositary receipt business, or at the
      request of the Company typewritten and photocopied on plain or safety
      paper, and shall be substantially in the form set forth in the form of
      ADR, with such changes as may be required by the Depositary or the Company
      to comply with their obligations hereunder, any applicable law, regulation
      or usage or to indicate any special limitations or restrictions to which
      any particular ADRs are subject. ADRs may be issued in denominations of
      any number of ADSs. ADRs in certificated form shall be executed by the
      Depositary by the manual or facsimile signature of a duly authorized
      officer of the Depositary. ADRs in certificated form bearing the facsimile
      signature of anyone who was at the time of execution a duly authorized
      officer of the Depositary shall bind the Depositary, notwithstanding that
      such officer has ceased to hold such office prior to the delivery of such
      ADRs.

(b)   Direct Registration ADRs. Notwithstanding anything in this Deposit
      Agreement or in the form of ADR to the contrary, ADSs shall be evidenced
      by Direct Registration ADRs, unless certificated ADRs are specifically
      requested by the Holder.

(c)   Holders shall be bound by the terms and conditions of this Deposit
      Agreement and of the form of ADR, regardless of whether their ADRs are
      Direct Registration ADRs or certificated ADRs.


3.    Deposit of Shares.

      In connection with the deposit of Shares hereunder, the Depositary or the
      Custodian may require the following in form satisfactory to it: (a) a
      written order directing the Depositary to issue to, or upon the written
      order of, the person or persons designated in such order a Direct
      Registration ADR or ADRs evidencing the number of ADSs


                                     - 2 -


      representing such deposited Shares (a "Delivery Order"); (b) proper
      endorsements or duly executed instruments of transfer in respect of such
      deposited Shares; (c) instruments assigning to the Custodian or its
      nominee any distribution on or in respect of such deposited Shares or
      indemnity therefor; and (d) proxies entitling the Custodian to vote such
      deposited Shares. As soon as practicable after the Custodian receives
      Deposited Securities pursuant to any such deposit or pursuant to paragraph
      (10) or (13) of the form of ADR, the Custodian shall present such
      Deposited Securities for registration of transfer into the name of the
      Custodian or its nominee, to the extent such registration is practicable,
      at the cost and expense of the person making such deposit (or for whose
      benefit such deposit is made) and shall obtain evidence satisfactory to it
      of such registration. Deposited Securities shall be held by the Custodian
      for the account and to the order of the Depositary at such place or places
      and in such manner as the Depositary shall determine. Deposited Securities
      may be delivered by the Custodian to any person only under the
      circumstances expressly contemplated in this Deposit Agreement. To the
      extent that the provisions of or governing the Shares make delivery of
      certificates therefor impracticable, Shares may be deposited hereunder by
      such delivery thereof as the Depositary or the Custodian may reasonably
      accept, including, without limitation, by causing them to be credited to
      an account maintained by the Custodian for such purpose with the Company
      or an accredited intermediary, such as a bank, acting as a registrar for
      the Shares, together with delivery of the documents, payments and Delivery
      Order referred to herein to the Custodian or the Depositary.

4.    Issue of ADRs.

      After any such deposit of Shares, the Custodian shall notify the
      Depositary of such deposit and of the information contained in any related
      Delivery Order by letter, first class airmail postage prepaid, or, at the
      request, risk and expense of the person making the deposit, by cable,
      telex or facsimile transmission. After receiving such notice from the
      Custodian, the Depositary, subject to this Deposit Agreement, shall
      properly issue at the Transfer Office, to or upon the order of any person
      named in such notice, an ADR or ADRs registered as requested and
      evidencing the aggregate ADSs to which such person is entitled.

5.    Distributions on Deposited Securities.

      To the extent that the Depositary determines in its reasonable discretion
      that any distribution pursuant to paragraph (10) of the form of ADR is not
      practicable with respect to any Holder, the Depositary may make such
      distribution as it so deems practicable, including the distribution of
      foreign currency, securities or property (or appropriate documents
      evidencing the right to receive foreign currency, securities or property)
      or the retention thereof as Deposited Securities with respect to such
      Holder's ADRs (without liability for interest thereon or the investment
      thereof).

6.    Withdrawal of Deposited Securities.

      In connection with any surrender of an ADR for withdrawal of the Deposited
      Securities represented by the ADSs evidenced thereby, the Depositary may
      require proper endorsement in blank of such ADR (or duly executed
      instruments of transfer thereof in blank) and the Holder's written order
      directing the Depositary to cause the Deposited Securities represented by
      the ADSs evidenced by such ADR to be withdrawn and


                                     - 3 -


      delivered to, or upon the written order of, any person designated in such
      order (a "Withdrawal Order"). Directions from the Depositary to the
      Custodian to deliver Deposited Securities shall be given by letter, first
      class airmail postage prepaid, or, at the request, risk and expense of the
      Holder, by cable, telex or facsimile transmission. Delivery of Deposited
      Securities may be made by the delivery of certificates (which, if required
      by law shall be properly endorsed or accompanied by properly executed
      instruments of transfer or, if such certificates may be registered,
      registered in the name of such Holder or as ordered by such Holder in any
      Withdrawal Order) or by such other means as the Depositary may deem
      practicable, including, without limitation, by transfer of record
      ownership thereof to an account designated in the Withdrawal Order
      maintained either by the Company or an accredited intermediary, such as a
      bank, acting as a registrar for the Deposited Securities.

7.    Substitution of ADRs.

      The Depositary shall execute and deliver a new Direct Registration ADR in
      exchange and substitution for any mutilated certificated ADR upon
      cancellation thereof or in lieu of and in substitution for such destroyed,
      lost or stolen certificated ADR, unless the Depositary has notice that
      such ADR has been acquired by a bona fide purchaser, upon the Holder
      thereof filing with the Depositary a request for such execution and
      delivery and a sufficient indemnity bond and satisfying any other
      reasonable requirements imposed by the Depositary.

8.    Cancellation and Destruction of ADRs.

      All ADRs surrendered to the Depositary shall be cancelled by the
      Depositary. The Depositary is authorized to destroy ADRs in certificated
      form so cancelled in accordance with its customary practices. The
      Depositary agrees to maintain or cause its agents to maintain records of
      all ADRs surrendered and Deposited Securities withdrawn under Section 6
      hereof and paragraph (2) of the form of ADR, substitute ADRs delivered
      under Section 7 hereof, and cancelled or destroyed ADRs under this Section
      8, in keeping with the procedures ordinarily followed by stock transfer
      agents located in the City of New York or as otherwise required by the
      laws or regulations governing the Depositary.

9.    The Custodian.

      Any Custodian in acting hereunder shall be subject to the directions of
      the Depositary and shall be responsible solely to it. The Depositary shall
      be responsible for the compliance by the Custodian with any applicable
      provisions of the Deposit Agreement. The Depositary may from time to time
      appoint one or more agents to act for it as Custodian hereunder. Each
      Custodian so appointed (other than JPMorgan Chase Bank, N.A.) shall give
      written notice to the Company and the Depositary accepting such
      appointment and agreeing to be bound by the applicable terms hereof. Any
      Custodian may resign from its duties hereunder by at least 30 days written
      notice to the Depositary. The Depositary may discharge any Custodian at
      any time upon notice to the Custodian being discharged. Any Custodian
      ceasing to act hereunder as Custodian shall deliver, upon the instruction
      of the Depositary, all Deposited Securities held by it to a Custodian
      continuing to act. If upon the effectiveness of such resignation there
      would be no Custodian acting hereunder, the Depositary shall, promptly
      after receiving such notice,


                                     - 4 -


      appoint a substitute custodian or custodians, each of which shall
      thereafter be a Custodian hereunder.

10.   Co-Registrars and Co-Transfer Agents.

      The Depositary may appoint and remove (i) co-registrars to register ADRs
      and transfers, combinations and split-ups of ADRs and to countersign ADRs
      in accordance with the terms of any such appointment and (ii) co-transfer
      agents for the purpose of effecting transfers, combinations and split-ups
      of ADRs at designated transfer offices in addition to the Transfer Office
      on behalf of the Depositary. Each co-registrar or co-transfer agent (other
      than JPMorgan Chase Bank, N.A.) shall give notice in writing to the
      Company and the Depositary accepting such appointment and agreeing to be
      bound by the applicable terms of this Deposit Agreement.

11.   Lists of Holders.

      The Company shall have the right to inspect transfer records of the
      Depositary and its agents and the ADR Register, take copies thereof and
      require the Depositary and its agents to supply copies of such portions of
      such records as the Company may request. The Depositary or its agent shall
      furnish to the Company promptly upon the written request of the Company, a
      list of the names, addresses and holdings of ADSs by all Holders as of a
      date within seven days of the Depositary's receipt of such request.

12.   Depositary's Agents.

      The Depositary may perform its obligations under this Deposit Agreement
      through any agent appointed by it, provided that the Depositary shall
      notify the Company of such appointment and shall remain responsible for
      the performance of such obligations as if no agent were appointed.

13.   Successor Depositary.

      The Depositary may at any time resign as Depositary hereunder by at least
      60 days prior written notice of its election so to do delivered to the
      Company, such resignation to take effect upon the appointment of a
      successor depositary and its acceptance of such appointment as hereinafter
      provided. The Depositary may at any time be removed by the Company by
      providing no less than 60 days prior written notice of such removal to the
      Depositary. Notwithstanding anything to the contrary contained herein, in
      case at any time the Depositary acting hereunder shall resign or be
      removed, it shall continue to act as Depositary for the purpose of
      terminating this Deposit Agreement pursuant to paragraph (17) of the form
      of ADR; provided that no such termination shall occur until such time as
      the Company has appointed a new Depositary and such new Depositary has
      accepted such position. In the context of any resignation or removal, upon
      payment of all sums due the Depositary, the Depositary shall provide the
      Company with a copy of its Holder records and make available to or upon
      the order of the Company all of the Deposited Securities held hereunder
      and shall cooperate with the new Depositary in this regard. Any bank or
      trust company into or with which the Depositary may be merged or
      consolidated, or to which the Depositary shall transfer substantially all
      its American depositary receipt business, shall be the successor of the
      Depositary without the execution or filing of any document or any further
      act.


                                     - 5 -


14.   Reports.

      On or before the first date on which the Company makes any communication
      available to holders of Deposited Securities or any securities regulatory
      authority or stock exchange, by publication or otherwise, the Company
      shall transmit to the Depositary a copy thereof in English or with an
      English translation or summary. The Company has delivered to the
      Depositary, the Custodian and any Transfer Office, a copy of all
      provisions of or governing the Shares and any other Deposited Securities
      issued by the Company or any affiliate of the Company and, promptly upon
      any change thereto, the Company shall deliver to the Depositary, the
      Custodian and any Transfer Office, a copy (in English or with an English
      translation) of such provisions as so changed. The Depositary and its
      agents may rely upon the Company's delivery thereof for all purposes of
      this Deposit Agreement.

15.   Additional Shares.

      Neither the Company nor any company controlling, controlled by or under
      common control with the Company shall issue additional Shares, rights to
      subscribe for Shares, securities convertible into or exchangeable for
      Shares or rights to subscribe for any such securities or shall deposit any
      Shares under this Deposit Agreement, except under circumstances complying
      in all respects with the Securities Act of 1933. The Depositary will use
      reasonable efforts to comply with written instructions of the Company not
      to accept for deposit hereunder any Shares identified in such instructions
      at such times and under such circumstances as may reasonably be specified
      in such instructions in order to facilitate the Company's compliance with
      securities laws in the United States.

16.   Indemnification.

      The Company shall indemnify, defend and save harmless each of the
      Depositary and its agents against any loss, liability or expense
      (including reasonable fees and expenses of counsel) which may arise out of
      acts performed or omitted, in connection with the provisions of this
      Deposit Agreement and of the ADRs, as the same may be amended, modified or
      supplemented from time to time in accordance herewith (i) by either the
      Depositary or its agents or their respective directors, employees, agents
      and affiliates, except, subject to the penultimate paragraph of this
      Section 16, for any liability or expense directly arising out of the
      negligence or bad faith of the Depositary or its agents acting hereunder,
      or (ii) by the Company or any of its directors, employees, agents or
      affiliates.

      The indemnities set forth in the preceding paragraph shall also apply to
      any liability or expense which may arise out of any misstatement or
      alleged misstatement or omission or alleged omission in any registration
      statement, proxy statement, prospectus (or placement memorandum), or
      preliminary prospectus (or preliminary placement memorandum) relating to
      the offer or sale of ADSs, except to the extent any such liability or
      expense arises out of (i) information relating to the Depositary or its
      agents (other than the Company), as applicable, furnished in writing by
      the Depositary and not changed or altered by the Company expressly for use
      in any of the foregoing documents or (ii) if such information is provided,
      the failure to state a material fact necessary to make the information
      provided not misleading.


                                     - 6 -


      Except as provided in the next succeeding paragraph, the Depositary shall
      indemnify, defend and save harmless the Company against any loss,
      liability or expense (including reasonable fees and expenses of counsel)
      incurred by the Company in respect of this Deposit Agreement to the extent
      such loss, liability or expense is due to the negligence or bad faith of
      the Depositary or its agents acting hereunder.

      Notwithstanding any other provision of this Deposit Agreement or the form
      of ADR to the contrary, neither the Company nor the Depositary, nor any of
      their agents, shall be liable to the other for any indirect, special,
      punitive or consequential damages (collectively "Special Damages") except
      (i) to the extent such Special Damages arise from the gross negligence or
      willful misconduct of the party from whom indemnification is sought or
      (ii) to the extent Special Damages arise from or out of a claim brought by
      a third party (including, without limitation, Holders) against the
      Depositary or its agents, except to the extent such Special Damages arise
      out of the gross negligence or willful misconduct of the party seeking
      indemnification hereunder.

      The obligations set forth in this Section 16 shall survive the termination
      of this Deposit Agreement and the succession or substitution of any
      indemnified person.

17.   Notices.

      Notice to any Holder shall be deemed given when first mailed, first class
      postage prepaid, to the address of such Holder on the ADR Register or
      received by such Holder. Notice to the Depositary or the Company shall be
      deemed given when first received by it at the address or facsimile
      transmission number set forth in (a) or (b), respectively, or at such
      other address or facsimile transmission number as either may specify to
      the other by written notice:

      (a)   JPMorgan Chase Bank, N.A.
            Four New York Plaza.
            New York, New York 10004
            Attention: ADR Administration
            Fax: (212) 623-0079

      (b)   Yingli Green Energy Holding Company Limited
            No. 3055 Middle Fuxing Road
            Baoding 070151, People's Republic of China

            Attention: Conghui Liu
            Fax: +86 312 3151 881

18.   Miscellaneous.

      This Deposit Agreement is for the exclusive benefit of the Company, the
      Depositary, the Holders, and their respective successors hereunder, and
      shall not give any legal or equitable right, remedy or claim whatsoever to
      any other person. The Holders and owners of ADRs from time to time shall
      be parties to this Deposit Agreement and shall be bound by all of the
      provisions hereof. If any such provision is invalid, illegal or
      unenforceable in any respect, the remaining provisions shall in no way be
      affected thereby. This Deposit Agreement may be executed in any number of
      counterparts, each of which shall be deemed an original and all of which
      shall constitute one instrument.


                                     - 7 -


19.   Governing Law.

      The Deposit Agreement and the ADRs shall be interpreted and all rights
      hereunder and thereunder and provisions hereof and thereof shall be
      governed by the law of the State of New York.

20.   Consent to Jurisdiction.

      The Company irrevocably agrees that any legal suit, action or proceeding
      against the Company brought by the Depositary or any Holder, arising out
      of or based upon this Deposit Agreement or the transactions contemplated
      hereby, may be instituted in any state or federal court in New York, New
      York, and, to the fullest extent permitted by law, irrevocably waives any
      objection which it may now or hereafter have to the laying of venue of any
      such proceeding, and irrevocably submits to the non-exclusive jurisdiction
      of such courts in any such suit, action or proceeding. The Company has
      appointed Law Debenture Corporate Services Inc., located at 400 Madison
      Avenue, 4th Floor, New York, New York 10017, as its authorized agent (the
      "Authorized Agent") upon which process may be served in any such action
      arising out of or based on this Deposit Agreement or the transactions
      contemplated hereby which may be instituted in any state or federal court
      in New York, New York by the Depositary or any Holder, and, to the fullest
      extent permitted by law, waives any other requirements of or objections to
      personal jurisdiction with respect thereto. The Company represents and
      warrants that the Authorized Agent has agreed to act as said agent for
      service of process, and the Company agrees to take any and all action,
      including the filing of any and all documents and instruments, that may be
      necessary to continue such appointment in full force and effect as
      aforesaid. Service of process upon the Authorized Agent and written notice
      of such service to the Company shall be deemed, in every respect,
      effective service of process upon the Company. If, for any reason, the
      Authorized Agent named above or its successor shall no longer serve as
      agent of the Company to receive service of process in New York, the
      Company shall promptly appoint a successor acceptable to the Depositary,
      so as to serve and will promptly advise the Depositary thereof. In the
      event the Company fails to continue such designation and appointment in
      full force and effect, the Company hereby waives personal service of
      process upon it and consents that any such service of process may be made
      by certified or registered mail, return receipt requested, directed to the
      Company at its address last specified for notices hereunder, and service
      so made shall be deemed completed five (5) days after the same shall have
      been so mailed. Notwithstanding the foregoing, any action based on this
      Agreement may be instituted by the Depositary or any Holder in any
      competent court in the Cayman Islands or the People's Republic of China.

      To the extent that the Company or any of its properties, assets or
      revenues may have or may hereafter be entitled to, or have attributed to
      it, any right of immunity, on the grounds of sovereignty or otherwise,
      from any legal action, suit or proceeding, from the giving of any relief
      in any respect thereof, from setoff or counterclaim, from the jurisdiction
      of any court, from service of process, from attachment upon or prior to
      judgment, from attachment in aid of execution or judgment, or from
      execution of judgment, or other legal process or proceeding for the giving
      of any relief or for the enforcement of any judgment, in any jurisdiction
      in which proceedings may at any time be commenced, with respect to its
      obligations, liabilities or other matter under or arising


                                     - 8 -


      out of or in connection with the Shares or Deposited Securities, the ADSs,
      the ADRs or this Agreement, the Company, to the fullest extent permitted
      by law, hereby irrevocably and unconditionally waives, and agrees not to
      plead or claim, any such immunity and consents to such relief and
      enforcement.


                                     - 9 -


IN WITNESS WHEREOF, YINGLI GREEN ENERGY HOLDING COMPANY LIMITED and JPMORGAN
CHASE BANK, N.A. have duly executed this Deposit Agreement as of the day and
year first above set forth and all holders of ADRs shall become parties hereto
upon acceptance by them of ADRs issued in accordance with the terms hereof.

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

By:
   ---------------------
Name:
Title:



JPMORGAN CHASE BANK, N.A.

By:
   ---------------------
Name:
Title: Vice President


                                     - 10 -



                                    EXHIBIT A

                         ANNEXED TO AND INCORPORATED IN

                                DEPOSIT AGREEMENT

                              [FORM OF FACE OF ADR]


- ---------
  Number

                                                    No. of ADSs:


                                                    -------------------
                                                    Each ADS represents
                                                              one Share

                                                    CUSIP:

                           AMERICAN DEPOSITARY RECEIPT

                                   evidencing

                           AMERICAN DEPOSITARY SHARES

                                  representing

                                 ORDINARY SHARES

                                       of

                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

               (Incorporated under the laws of the Cayman Islands)

JPMORGAN CHASE BANK, N.A., a national banking association organized under the
laws of the United States of America, as depositary hereunder (the
"Depositary"), hereby certifies that is the registered owner (a "Holder") of
American Depositary Shares ("ADSs"), each (subject to paragraph (13))
representing one ordinary share (including the rights to receive Shares
described in paragraph (1), "Shares" and, together with any other securities,
cash or property from time to time held by the Depositary in respect or in lieu
of deposited Shares, the "Deposited Securities"), of YINGLI GREEN ENERGY HOLDING
COMPANY LIMITED, a corporation organized under the laws of the Cayman Islands
(the "Company"), deposited under the Deposit Agreement dated as of , 2007 (as
amended from time to time, the "Deposit Agreement") among the Company, the
Depositary and all Holders from time to time of American Depositary Receipts
issued thereunder ("ADRs"), each of whom by accepting an ADR becomes a party
thereto. The Deposit Agreement and this ADR (which includes the provisions set
forth on the reverse hereof) shall be governed by and construed in accordance
with the laws of the State of New York.

(1)   Issuance of ADRs. This ADR is one of the ADRs issued under the Deposit
      Agreement. Subject to paragraph (4), the Depositary may so issue ADRs for
      delivery at the Transfer


                                      A-1


      Office (defined in paragraph (3)) only against deposit with the Custodian
      of: (a) Shares in form reasonably satisfactory to the Custodian; (b)
      rights to receive Shares from the Company or any registrar, transfer
      agent, clearing agent or other entity recording Share ownership or
      transactions; or, (c) other rights to receive Shares (until such Shares
      are actually deposited pursuant to (a) or (b) above, "Pre-released ADRs")
      only if (i) Pre-released ADRs are fully collateralized (marked to market
      daily) with cash or U.S. government securities held by the Depositary for
      the benefit of Holders (but such collateral shall not constitute
      "Deposited Securities"), (ii) each recipient of Pre-released ADRs
      represents and agrees in writing with the Depositary that such recipient
      (a) owns such Shares, (b) assigns all beneficial right, title and interest
      therein to the Depositary, (c) holds such Shares for the account of the
      Depositary, (d) will deliver such Shares to the Custodian as soon as
      practicable and promptly upon demand therefor and (e) will not take any
      action that is inconsistent with the transfer of beneficial ownership to
      the Depositary, and (iii) all Pre-released ADRs evidence not more than 30%
      of all ADSs (excluding those evidenced by Pre-released ADRs) and (vi)
      Pre-released ADRs are terminable on not more than five (5) business days
      notice, provided, however, that the Depositary reserves the right to
      change or disregard such limit from time to time as it deems appropriate.
      The Depositary may retain for its own account any earnings on collateral
      for Pre-released ADRs and its charges for issuance thereof. At the
      request, risk and expense of the person depositing Shares, the Depositary
      may accept deposits for forwarding to the Custodian and may deliver ADRs
      at a place other than its office. Every person depositing Shares under the
      Deposit Agreement represents and warrants that such Shares are validly
      issued and outstanding, fully paid, nonassessable and free of pre-emptive
      rights, that the person making such deposit is duly authorized so to do
      and that such Shares (A) are not "restricted securities" as such term is
      defined in Rule 144 under the Securities Act of 1933 unless at the time of
      deposit they may be freely transferred in accordance with Rule 144(k) and
      may otherwise be offered and sold freely in the United States or (B) have
      been registered under the Securities Act of 1933. Such representations and
      warranties shall survive the deposit of Shares and issuance of ADRs. The
      Depositary will not knowingly accept for deposit under the Deposit
      Agreement any Shares required to be registered under the Securities Act of
      1933 and not so registered; the Depositary may refuse to accept for such
      deposit any Shares identified by the Company in order to facilitate the
      Company's compliance with such Act.

(2)   Withdrawal of Deposited Securities. Subject to paragraphs (4) and (5),
      upon surrender of (i) a certificated ADR in form satisfactory to the
      Depositary at the Transfer Office or (ii) proper instructions and
      documentation in the case of a Direct Registration ADR, the Holder hereof
      is entitled to delivery at the Custodian's office of the Deposited
      Securities at the time represented by the ADSs evidenced by this ADR. At
      the request, risk and expense of the Holder hereof, the Depositary may
      deliver such Deposited Securities at such other place as may have been
      requested by the Holder. Notwithstanding any other provision of the
      Deposit Agreement or this ADR, the withdrawal of Deposited Securities may
      be restricted only for the reasons set forth in General Instruction
      I.A.(1) of Form F-6 (as such instructions may be amended from time to
      time) under the Securities Act of 1933.


                                      A-2


(3)   Transfers of ADRs. The Depositary or its agent will keep, at a designated
      transfer office in the Borough of Manhattan, The City of New York (the
      "Transfer Office"), (a) a register (the "ADR Register") for the
      registration, registration of transfer, combination and split-up of ADRs,
      and, in the case of Direct Registration ADRs, shall include the Direct
      Registration System, which at all reasonable times will be open for
      inspection by Holders and the Company for the purpose of communicating
      with Holders in the interest of the business of the Company or a matter
      relating to the Deposit Agreement and (b) facilities for the delivery and
      receipt of ADRs. The term ADR Register includes the Direct Registration
      System. Title to this ADR (and to the Deposited Securities represented by
      the ADSs evidenced hereby), when properly endorsed (in the case of ADRs in
      certificated form) or upon delivery to the Depositary of proper
      instruments of transfer, is transferable by delivery with the same effect
      as in the case of negotiable instruments under the laws of the State of
      New York; provided that the Depositary, notwithstanding any notice to the
      contrary, may treat the person in whose name this ADR is registered on the
      ADR Register as the absolute owner hereof for all purposes and neither the
      Depositary nor the Company will have any obligation or be subject to any
      liability under the Deposit Agreement to any holder of an ADR, unless such
      holder is the Holder thereof. Subject to paragraphs (4) and (5), this ADR
      is transferable on the ADR Register and may be split into other ADRs or
      combined with other ADRs into one ADR, evidencing the aggregate number of
      ADSs surrendered for split-up or combination, by the Holder hereof or by
      duly authorized attorney upon surrender of this ADR at the Transfer Office
      properly endorsed (in the case of ADRs in certificated form) or upon
      delivery to the Depositary of proper instruments of transfer and duly
      stamped as may be required by applicable law; provided that the Depositary
      may close the ADR Register at any time or from time to time when deemed
      expedient by it or requested by the Company. At the request of a Holder,
      the Depositary shall, for the purpose of substituting a certificated ADR
      with a Direct Registration ADR, or vice versa, execute and deliver a
      certificated ADR or a Direct Registration ADR, as the case may be, for any
      authorized number of ADSs requested, evidencing the same aggregate number
      of ADSs as those evidenced by the certificated ADR or Direct Registration
      ADR, as the case may be, substituted.

(4)   Certain Limitations. Prior to the issue, registration, registration of
      transfer, split-up or combination of any ADR, the delivery of any
      distribution in respect thereof, or, subject to the last sentence of
      paragraph (2), the withdrawal of any Deposited Securities, and from time
      to time in the case of clause (b)(ii) of this paragraph (4), the Company,
      the Depositary or the Custodian may require: (a) payment with respect
      thereto of (i) any stock transfer or other tax or other governmental
      charge, (ii) any stock transfer or registration fees in effect for the
      registration of transfers of Shares or other Deposited Securities upon any
      applicable register and (iii) any applicable charges as provided in
      paragraph (7) of this ADR; (b) the production of proof satisfactory to it
      of (i) the identity of any signatory and genuineness of any signature and
      (ii) such other information, including without limitation, information as
      to citizenship, residence, exchange control approval, beneficial ownership
      of any securities, compliance with applicable law, regulations, provisions
      of or governing Deposited Securities and terms of the Deposit Agreement
      and this ADR, as it may deem necessary or proper; and (c) compliance with
      such regulations as the Depositary may establish consistent with the
      Deposit Agreement.


                                      A-3


      The issuance of ADRs, the acceptance of deposits of Shares, the
      registration, registration of transfer, split-up or combination of ADRs
      or, subject to the last sentence of paragraph (2), the withdrawal of
      Deposited Securities may be suspended, generally or in particular
      instances, when the ADR Register or any register for Deposited Securities
      is closed or when any such action is deemed advisable by the Depositary or
      the Company.

(5)   Taxes. If any tax or other governmental charge shall become payable by or
      on behalf of the Custodian or the Depositary with respect to this ADR, any
      Deposited Securities represented by the ADSs evidenced hereby or any
      distribution thereon, such tax or other governmental charge shall be paid
      by the Holder hereof to the Depositary. The Depositary may refuse to
      effect any registration, registration of transfer, split-up or combination
      hereof or, subject to the last sentence of paragraph (2), any withdrawal
      of such Deposited Securities until such payment is made. The Depositary
      may also deduct from any distributions on or in respect of Deposited
      Securities, or may sell by public or private sale for the account of the
      Holder hereof any part or all of such Deposited Securities (after
      attempting by reasonable means to notify the Holder hereof prior to such
      sale), and may apply such deduction or the proceeds of any such sale in
      payment of such tax or other governmental charge, the Holder hereof
      remaining liable for any deficiency, and shall reduce the number of ADSs
      evidenced hereby to reflect any such sales of Shares. In connection with
      any distribution to Holders, the Company will remit to the appropriate
      governmental authority or agency all amounts (if any) required to be
      withheld and owing to such authority or agency by the Company; and the
      Depositary and the Custodian will remit to the appropriate governmental
      authority or agency all amounts (if any) required to be withheld and owing
      to such authority or agency by the Depositary or the Custodian. The
      Depositary will forward to the Company such information from its records
      as the Company may reasonably request to enable the Company to file any
      necessary reports with governmental authorities or agencies. If the
      Depositary determines that any distribution in property other than cash
      (including Shares or rights) on Deposited Securities is subject to any tax
      that the Depositary or the Custodian is obligated to withhold, the
      Depositary may dispose of all or a portion of such property in such
      amounts and in such manner as the Depositary deems necessary and
      practicable to pay such taxes, by public or private sale, and the
      Depositary shall distribute the net proceeds of any such sale or the
      balance of any such property after deduction of such taxes to the Holders
      entitled thereto. Each Holder of an ADR or an interest therein agrees to
      indemnify the Depositary, the Company, the Custodian and any of their
      respective directors, employees, agents and affiliates against, and hold
      each of them harmless from, any claims by any governmental authority with
      respect to taxes, additions to tax, penalties or interest arising out of
      any refund of taxes, reduced rate of withholding at source or other tax
      benefit obtained.

(6)   Disclosure of Interests. To the extent that the provisions of or governing
      any Deposited Securities may require disclosure of or impose limits on
      beneficial or other ownership of Deposited Securities, other Shares and
      other securities and may provide for blocking transfer, voting or other
      rights to enforce such disclosure or limits, Holders and all persons
      holding ADRs agree to comply with all such disclosure requirements and
      ownership limitations and to comply with any reasonable Company
      instructions in respect thereof. The Depositary agrees to forward, upon
      the request and at the expenses


                                      A-4


      of the Company, any written request for beneficial ownership information
      from the Company to the Holders, and at the Company's expense, to promptly
      forward to the Company any responses received by the Depositary. The
      Company reserves the right to instruct Holders to deliver their ADSs for
      cancellation and withdrawal of the Deposited Securities so as to permit
      the Company to deal directly with the Holder thereof as a holder of Shares
      and Holders agree to comply with such instructions. The Depositary agrees
      to cooperate with the Company in its efforts to inform Holders of the
      Company's exercise of its rights under this paragraph and agrees to
      consult with, and provide reasonable assistance without risk, liability or
      expense on the part of the Depositary, to the Company on the manner or
      manners in which it may enforce such rights with respect to any Holder.

(7)   Charges of Depositary. For the benefit of the Depositary and/or the
      Company, the Depositary may charge (i) each person to whom ADSs are
      issued, including, without limitation, issuances against deposits of
      Shares, issuances in respect of Share Distributions, Rights and Other
      Distributions (as such terms are defined in paragraph (10)), issuances
      pursuant to a stock dividend or stock split declared by the Company, or
      issuances pursuant to a merger, exchange of securities or any other
      transaction or event affecting the ADSs or the Deposited Securities, and
      (ii) each person surrendering ADSs for withdrawal of Deposited Securities
      or whose ADSs are cancelled or reduced for any other reason, U.S.$5.00 for
      each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled
      or surrendered (as the case may be). The Depositary may sell (by public or
      private sale) sufficient securities and property received in respect of
      Share Distributions, Rights and Other Distributions prior to such deposit
      to pay such charge. The following additional charges shall be incurred by
      the Holders, by any party depositing or withdrawing Shares or by any party
      surrendering ADSs, to whom ADSs are issued (including, without limitation,
      issuance pursuant to a stock dividend or stock split declared by the
      Company or an exchange of stock regarding the ADSs or the Deposited
      Securities or a distribution of ADSs pursuant to paragraph (10)),
      whichever is applicable (i) to the extent not prohibited by the rules of
      any stock exchange or interdealer quotation system upon which the ADSs are
      listed or traded, a fee of U.S.$0.02 or less per ADS (or portion thereof)
      for any Cash distribution made pursuant to the Deposit Agreement, (ii) to
      the extent not prohibited by the rules of any stock exchange or
      interdealer quotation system upon which the ADSs are listed or traded, a
      fee of U.S.$1.50 per ADR or ADRs for transfers made pursuant to paragraph
      (3) hereof, (iii) a fee for the distribution or sale of securities
      pursuant to paragraph (10) hereof, such fee being in an amount equal to
      the fee for the execution and delivery of ADSs referred to above which
      would have been charged as a result of the deposit of such securities (for
      purposes of this paragraph (7) treating all such securities as if they
      were Shares) but which securities or the net cash proceeds from the sale
      thereof are instead distributed by the Depositary to Holders entitled
      thereto, (iv) to the extent not prohibited by the rules of the primary
      stock exchange upon which the ADSs are listed, a fee of up to U.S.$0.04
      per ADS (or portion thereof) in each calendar year for the services
      performed by the Depositary in administering the ADRs (which fee shall be
      assessed against Holders of record as of the date or dates set by the
      Depositary in accordance with paragraph (11) hereof and not more often
      than once each calendar year and shall be payable at the sole discretion
      of the Depositary by billing such Holders or by deducting such charge from


                                      A-5


      one or more cash dividends or other cash distributions), and (v) such fees
      and expenses as are incurred by the Depositary (including without
      limitation expenses incurred on behalf of Holders in connection with
      compliance with foreign exchange control regulations or any law or
      regulation relating to foreign investment) in delivery of Deposited
      Securities or otherwise in connection with the Depositary's or its
      Custodian's compliance with applicable law, rule or regulation. The
      Company will pay all other charges and expenses of the Depositary and any
      agent of the Depositary (except the Custodian) pursuant to agreements from
      time to time between the Company and the Depositary, except (i) stock
      transfer or other taxes and other governmental charges (which are payable
      by Holders or persons depositing Shares), (ii) cable, telex and facsimile
      transmission and delivery charges incurred at the request of persons
      depositing, or Holders delivering Shares, ADRs or Deposited Securities
      (which are payable by such persons or Holders), (iii) transfer or
      registration fees for the registration or transfer of Deposited Securities
      on any applicable register in connection with the deposit or withdrawal of
      Deposited Securities (which are payable by persons depositing Shares or
      Holders withdrawing Deposited Securities; there are no such fees in
      respect of the Shares as of the date of the Deposit Agreement), (iv)
      expenses of the Depositary in connection with the conversion of foreign
      currency into U.S. dollars (which are paid out of such foreign currency),
      and (v) any other charge payable by any of the Depositary, any of the
      Depositary's agents, including, without limitation, the Custodian, or the
      agents of the Depositary's agents in connection with the servicing of the
      Shares or other Deposited Securities (which charge shall be assessed
      against Holders as of the record date or dates set by the Depositary and
      shall be payable at the sole discretion of the Depositary by billing such
      Holders or by deducting such charge from one or more cash dividends or
      other cash distributions). Such charges may at any time and from time to
      time be changed by agreement between the Company and the Depositary.

(8)   Available Information. The Deposit Agreement, the provisions of or
      governing Deposited Securities and any written communications from the
      Company, which are both received by the Custodian or its nominee as a
      holder of Deposited Securities and made generally available to the holders
      of Deposited Securities, are available for inspection by Holders at the
      offices of the Depositary and the Custodian and at the Transfer Office.
      The Depositary will distribute copies of such communications (or English
      translations or summaries thereof) to Holders when furnished by the
      Company. The Company furnishes the United States Securities and Exchange
      Commission (the "Commission") with certain public reports and documents
      required by foreign law or otherwise under Rule 12g3-2(b) under the
      Securities Exchange Act of 1934. Such reports and documents may be
      inspected and copied at the public reference facilities maintained by the
      Commission located at the date of the Deposit Agreement at 100 F Street,
      NE, Washington, DC 20549.

(9)   Execution. This ADR shall not be valid for any purpose unless executed by
      the Depositary by the manual or facsimile signature of a duly authorized
      officer of the Depositary.

Dated:


                                      A-6



JPMORGAN CHASE BANK, N.A., as Depositary


By
  ---------------------------
       Authorized Officer

The Depositary's office is located at 4 New York Plaza, New York, New York
10004.


                                      A-7



                            [FORM OF REVERSE OF ADR]

(10)  Distributions on Deposited Securities. Subject to paragraphs (4) and (5),
      to the extent practicable, the Depositary will distribute to each Holder
      entitled thereto on the record date set by the Depositary therefor at such
      Holder's address shown on the ADR Register, in proportion to the number of
      Deposited Securities (on which the following distributions on Deposited
      Securities are received by the Custodian) represented by ADSs evidenced by
      such Holder's ADRs: (a) Cash. Any U.S. dollars available to the Depositary
      resulting from a cash dividend or other cash distribution or the net
      proceeds of sales of any other distribution or portion thereof authorized
      in this paragraph (10) ("Cash"), on an averaged or other practicable
      basis, subject to (i) appropriate adjustments for taxes withheld, (ii)
      such distribution being impermissible or impracticable with respect to
      certain Holders, and (iii) deduction of the Depositary's expenses in (1)
      converting any foreign currency to U.S. dollars by sale or in such other
      manner as the Depositary may determine to the extent that it determines
      that such conversion may be made on a reasonable basis, (2) transferring
      foreign currency or U.S. dollars to the United States by such means as the
      Depositary may determine to the extent that it determines that such
      transfer may be made on a reasonable basis, (3) obtaining any approval or
      license of any governmental authority required for such conversion or
      transfer, which is obtainable at a reasonable cost and within a reasonable
      time and (4) making any sale by public or private means in any
      commercially reasonable manner. (b) Shares. (i) Additional ADRs evidencing
      whole ADSs representing any Shares available to the Depositary resulting
      from a dividend or free distribution on Deposited Securities consisting of
      Shares (a "Share Distribution") and (ii) U.S. dollars available to it
      resulting from the net proceeds of sales of Shares received in a Share
      Distribution, which Shares would give rise to fractional ADSs if
      additional ADRs were issued therefor, as in the case of Cash. (c) Rights.
      (i) Warrants or other instruments in the discretion of the Depositary
      representing rights to acquire additional ADRs in respect of any rights to
      subscribe for additional Shares or rights of any nature available to the
      Depositary as a result of a distribution on Deposited Securities
      ("Rights"), to the extent that the Company timely furnishes to the
      Depositary evidence satisfactory to the Depositary that the Depositary may
      lawfully distribute the same (the Company has no obligation to so furnish
      such evidence), or (ii) to the extent the Company does not so furnish such
      evidence and sales of Rights are practicable, any U.S. dollars available
      to the Depositary from the net proceeds of sales of Rights as in the case
      of Cash, or (iii) to the extent the Company does not so furnish such
      evidence and such sales cannot practicably be accomplished by reason of
      the nontransferability of the Rights, limited markets therefor, their
      short duration or otherwise, nothing (and any Rights may lapse). (d) Other
      Distributions. (i) Securities or property available to the Depositary
      resulting from any distribution on Deposited Securities other than Cash,
      Share Distributions and Rights ("Other Distributions"), by any means that
      the Depositary may deem equitable and practicable, or (ii) to the extent
      the Depositary deems distribution of such securities or property not to be
      equitable and practicable, any U.S. dollars available to the Depositary
      from the net proceeds of sales of Other Distributions as in the case of
      Cash. Such U.S. dollars available will be distributed by checks drawn on a
      bank in the United States for whole dollars and cents. Fractional cents
      will be withheld without liability and dealt with by the Depositary in
      accordance with its then current practices.


                                      A-8


(11)  Record Dates. The Depositary may, after consultation with the Company if
      practicable, fix a record date (which, to the extent applicable, shall be
      as near as practicable to any corresponding record date set by the
      Company) for the determination of the Holders who shall be responsible for
      the fee assessed by the Depositary for administration of the ADR program
      and for any expenses provided for in paragraph (7) hereof as well as for
      the determination of the Holders who shall be entitled to receive any
      distribution on or in respect of Deposited Securities, to give
      instructions for the exercise of any voting rights, to receive any notice
      or to act in respect of other matters and only such Holders shall be so
      entitled or obligated.

(12)  Voting of Deposited Securities. As soon as practicable after receipt from
      the Company of notice of any meeting or solicitation of consents or
      proxies of holders of Shares or other Deposited Securities, the Depositary
      shall distribute to Holders a notice stating (a) such information as is
      contained in such notice and any solicitation materials, (b) that each
      Holder on the record date set by the Depositary therefor will, subject to
      any applicable provisions of the Cayman Islands law, be entitled to
      instruct the Depositary as to the exercise of the voting rights, if any,
      pertaining to the Deposited Securities represented by the ADSs evidenced
      by such Holder's ADRs and (c) the manner in which such instructions may be
      given or deemed given, including instructions to give a discretionary
      proxy to a person designated by the Company. Upon receipt of instructions
      of a Holder on such record date in the manner and on or before the date
      established by the Depositary for such purpose, the Depositary shall
      endeavor insofar as practicable and permitted under the provisions of or
      governing Deposited Securities to vote or cause to be voted the Deposited
      Securities represented by the ADSs evidenced by such Holder's ADRs in
      accordance with such instructions. The Depositary will not itself exercise
      any voting discretion in respect of any Deposited Securities. To the
      extent such instructions are not so received by the Depositary from any
      Holder, the Depositary shall deem such Holder to have so instructed the
      Depositary to give a discretionary proxy to a person designated by the
      Company and the Depositary shall endeavor insofar as practicable and
      permitted under the provisions of or governing Deposited Securities to
      give a discretionary proxy to a person designated by the Company to vote
      the Deposited Securities represented by the ADSs evidenced by such
      Holder's ADRs as to which such instructions are so given, provided that no
      such instruction shall be deemed given and no discretionary proxy shall be
      given with respect to any matter as to which the Company informs the
      Depositary (and the Company agrees to provide such information promptly in
      writing) or the Depositary reasonably believes (in the case of (y) or (z)
      below) that (x) the Company does not wish such proxy given, (y)
      substantial opposition exists or (z) materially affects the rights of
      holders of Shares. There is no guarantee that Holders generally or any
      Holder in particular will receive the notice described above with
      sufficient time to enable such Holder to return any voting instructions to
      the Depositary in a timely manner.

(13)  Changes Affecting Deposited Securities. Subject to paragraphs (4) and (5),
      the Depositary may, in its discretion, amend this ADR or distribute
      additional or amended ADRs (with or without calling this ADR for exchange)
      or cash, securities or property on the record date set by the Depositary
      therefor to reflect any change in par value, split-up, consolidation,
      cancellation or other reclassification of Deposited Securities, any Share


                                      A-9


      Distribution or Other Distribution not distributed to Holders or any cash,
      securities or property available to the Depositary in respect of Deposited
      Securities from (and the Depositary is hereby authorized to surrender any
      Deposited Securities to any person and, irrespective of whether such
      Deposited Securities are surrendered or otherwise cancelled by operation
      of law, rule, regulation or otherwise, to sell by public or private sale
      any property received in connection with) any recapitalization,
      reorganization, merger, consolidation, liquidation, receivership,
      bankruptcy or sale of all or substantially all the assets of the Company,
      and to the extent the Depositary does not so amend this ADR or make a
      distribution to Holders to reflect any of the foregoing, or the net
      proceeds thereof, whatever cash, securities or property results from any
      of the foregoing shall constitute Deposited Securities and each ADS
      evidenced by this ADR shall automatically represent its pro rata interest
      in the Deposited Securities as then constituted.

(14)  Exoneration. The Depositary, the Company, their agents and each of them
      shall: (a) incur no liability (i) if any present or future law, rule,
      regulation, fiat, order or decree of the United States, the Cayman
      Islands, the People's Republic of China or any other country, or of any
      governmental or regulatory authority or any securities exchange or market
      or automated quotation system, the provisions of or governing any
      Deposited Securities, any present or future provision of the Company's
      charter, any act of God, war, terrorism or other circumstance beyond its
      control shall prevent, delay or subject to any civil or criminal penalty
      any act which the Deposit Agreement or this ADR provides shall be done or
      performed by it or them (including, without limitation, voting pursuant to
      paragraph (12) hereof), or (ii) by reason of any exercise or failure to
      exercise any discretion given it in the Deposit Agreement or this ADR; (b)
      assume no liability except to perform its obligations to the extent they
      are specifically set forth in this ADR and the Deposit Agreement without
      gross negligence or bad faith; (c) in the case of the Depositary and its
      agents, be under no obligation to appear in, prosecute or defend any
      action, suit or other proceeding in respect of any Deposited Securities or
      this ADR; (d) in the case of the Company and its agents hereunder be under
      no obligation to appear in, prosecute or defend any action, suit or other
      proceeding in respect of any Deposited Securities or this ADR, which in
      its opinion may involve it in expense or liability, unless indemnity
      satisfactory to it against all expense (including fees and disbursements
      of counsel) and liability be furnished as often as may be required; or (e)
      not be liable for any action or inaction by it in reliance upon the advice
      of or information from legal counsel, accountants, any person presenting
      Shares for deposit, any Holder, or any other person believed by it to be
      competent to give such advice or information. The Depositary, its agents
      and the Company may rely and shall be protected in acting upon any written
      notice, request, direction or other document believed by them to be
      genuine and to have been signed or presented by the proper party or
      parties. The Depositary and its agents will not be responsible for any
      failure to carry out any instructions to vote any of the Deposited
      Securities, for the manner in which any such vote is cast or for the
      effect of any such vote. The Depositary and its agents may own and deal in
      any class of securities of the Company and its affiliates and in ADRs.
      Notwithstanding anything to the contrary set forth in the Deposit
      Agreement or an ADR, the Depositary and its agents may fully respond to
      any and all demands or requests for information maintained by or on its
      behalf in connection with the Deposit Agreement, any Holder or Holders,
      any ADR or ADRs or otherwise related hereto to the extent such information
      is requested or


                                      A-10


      required by or pursuant to any lawful authority, including without
      limitation laws, rules, regulations, administrative or judicial process,
      banking, securities or other regulators. The Company has agreed to
      indemnify the Depositary and its agents under certain circumstances and
      the Depositary has agreed to indemnify the Company under certain
      circumstances. Neither the Company nor the Depositary nor any of their
      respective agents shall be liable to Holders or beneficial owners of
      interests in ADSs for any indirect, special, punitive or consequential
      damages. No disclaimer of liability under the Securities Act of 1933 is
      intended by any provision hereof.

(15)  Resignation and Removal of Depositary; the Custodian. The Depositary may
      resign as Depositary by 60 days prior written notice of its election so to
      do delivered to the Company, such resignation to take effect upon the
      appointment of a successor depositary and its acceptance of such
      appointment as provided in the Deposit Agreement. The Depositary may at
      any time be removed by the Company by no less than 60 days prior written
      notice of such removal delivered to the Depositary. The Depositary may
      appoint substitute or additional Custodians and the term "Custodian"
      refers to each Custodian or all Custodians as the context requires.

(16)  Amendment. Subject to the last sentence of paragraph (2), the ADRs and the
      Deposit Agreement may be amended by the Company and the Depositary,
      provided that any amendment that imposes or increases any fees or charges
      (other than stock transfer or other taxes and other governmental charges,
      transfer or registration fees, cable, telex or facsimile transmission
      costs, delivery costs or other such expenses), or that shall otherwise
      prejudice any substantial existing right of Holders, shall become
      effective 30 days after notice of such amendment shall have been given to
      the Holders. Every Holder of an ADR at the time any amendment to the
      Deposit Agreement so becomes effective shall be deemed, by continuing to
      hold such ADR, to consent and agree to such amendment and to be bound by
      the Deposit Agreement as amended thereby. In no event shall any amendment
      impair the right of the Holder of any ADR to surrender such ADR and
      receive the Deposited Securities represented thereby, except in order to
      comply with mandatory provisions of applicable law. Any amendments or
      supplements which (i) are reasonably necessary (as agreed by the Company
      and the Depositary) in order for (a) the ADSs to be registered on Form F-6
      under the Securities Act of 1933 or (b) the ADSs or Shares to be traded
      solely in electronic book-entry form and (ii) do not in either such case
      impose or increase any fees or charges to be borne by Holders, shall be
      deemed not to prejudice any substantial rights of Holders. Notwithstanding
      the foregoing, if any governmental body or regulatory body should adopt
      new laws, rules or regulations which would require amendment or supplement
      of the Deposit Agreement or the form of ADR to ensure compliance
      therewith, the Company and the Depositary may amend or supplement the
      Deposit Agreement and the ADR at any time in accordance with such changed
      laws, rules or regulations. Such amendment or supplement to the Deposit
      Agreement in such circumstances may become effective before a notice of
      such amendment or supplement is given to Holders or within any other
      period of time as required for compliance.

(17)  Termination. Upon the resignation or removal of the Depositary pursuant to
      the Deposit Agreement, the Depositary may, and shall at the written
      direction of the Company, terminate the Deposit Agreement and this ADR by
      mailing notice of such termination to


                                      A-11


      the Holders at least 30 days prior to the date fixed in such notice for
      such termination, which 30 days shall not act to reduce the 60 days
      referred to in paragraph (15) above. After the date so fixed for
      termination, the Depositary and its agents will perform no further acts
      under the Deposit Agreement and this ADR, except to receive and hold (or
      sell) distributions on Deposited Securities and deliver Deposited
      Securities being withdrawn. As soon as practicable after the expiration of
      six months from the date so fixed for termination, the Depositary shall
      sell the Deposited Securities and shall thereafter (as long as it may
      lawfully do so) hold in a segregated account the net proceeds of such
      sales, together with any other cash then held by it under the Deposit
      Agreement, without liability for interest, in trust for the pro rata
      benefit of the Holders of ADRs not theretofore surrendered. After making
      such sale, the Depositary shall be discharged from all obligations in
      respect of the Deposit Agreement and this ADR, except to account for such
      net proceeds and other cash. After the date so fixed for termination, the
      Company shall be discharged from all obligations under the Deposit
      Agreement except for its obligations to the Depositary and its agents.

(18)  Appointment. Each Holder and each person holding an interest in ADSs, upon
      acceptance of any ADSs (or any interest therein) issued in accordance with
      the terms and conditions of the Deposit Agreement shall be deemed for all
      purposes to (a) be a party to and bound by the terms of the Deposit
      Agreement and the applicable ADR(s), and (b) appoint the Depositary its
      attorney-in-fact, with full power to delegate, to act on its behalf and to
      take any and all actions contemplated in the Deposit Agreement and the
      applicable ADR(s), to adopt any and all procedures necessary to comply
      with applicable law and to take such action as the Depositary in its sole
      discretion may deem necessary or appropriate to carry out the purposes of
      the Deposit Agreement and the applicable ADR(s), the taking of such
      actions to be the conclusive determinant of the necessity and
      appropriateness thereof.


                                      A-12

EX-4.4

                                                                     EXHIBIT 4.4

                                                                  EXECUTION COPY

                   SERIES A PREFERRED SHARE PURCHASE AGREEMENT

                         dated as of September 20, 2006

                                 by and between

                          INSPIRATION PARTNERS LIMITED,

                  YINGLI GREEN ENERGY HOLDING COMPANY LIMITED,

                       YINGLI POWER HOLDING COMPANY LTD.,

                                       and

                                 LIANSHENG MIAO



                                TABLE OF CONTENTS



                                                                            Page
                                                                             No.
                                                                            ----
                                                                         
ARTICLE I    SALE OF SHARES AND CLOSING..................................     1
   SECTION 1.01.  Purchase and Sale......................................     1
   SECTION 1.02.  Closing................................................     1
   SECTION 1.03.  Purchase Price.........................................     1
   SECTION 1.04.  Share Certificate......................................     1
   SECTION 1.05.  Use of Proceeds........................................     2
   SECTION 1.06.  Further Assurances.....................................     2

ARTICLE II   REPRESENTATIONS AND WARRANTIES OF THE COMPANY...............     2
   SECTION 2.01.  Power and Authority....................................     2
   SECTION 2.02.  Execution and Delivery.................................     2
   SECTION 2.03.  Corporate Existence of the Company.....................     3
   SECTION 2.04.  Company Capital Stock..................................     3
   SECTION 2.05.  Subsidiaries...........................................     3
   SECTION 2.06.  No Conflicts...........................................     4
   SECTION 2.07.  Governmental Approvals and Filings.....................     4
   SECTION 2.08.  Books and Records......................................     4
   SECTION 2.09.  Financial Statements and Condition.....................     5
   SECTION 2.10.  Taxes..................................................     5
   SECTION 2.11.  Legal Proceedings......................................     6
   SECTION 2.12.  Compliance With Laws and Orders........................     6
   SECTION 2.13.  Real Property..........................................     6
   SECTION 2.14.  Tangible Personal Property.............................     6
   SECTION 2.15.  Investment Assets......................................     7
   SECTION 2.16.  Intellectual Property Rights...........................     7
   SECTION 2.17.  Contracts..............................................     7
   SECTION 2.18.  Insurance..............................................     8
   SECTION 2.19.  Employees; Labor Relations.............................     8
   SECTION 2.20.  Environmental Matters..................................     9
   SECTION 2.21.  Brokers................................................     9

ARTICLE III  REPRESENTATIONS AND WARRANTIES OF THE INVESTOR..............    10
   SECTION 3.01.  Corporate Existence....................................    10
   SECTION 3.02.  Authority..............................................    10
   SECTION 3.03.  No Conflicts...........................................    10
   SECTION 3.04.  Governmental Approvals and Filings.....................    11
   SECTION 3.05.  Legal Proceedings......................................    11
   SECTION 3.06.  Investment Purpose.....................................    11
   SECTION 3.07.  Brokers................................................    11

ARTICLE IV   COVENANTS AND OTHER AGREEMENTS..............................    11



                                       -i-



                                                                         
   SECTION 4.01.  Covenants of the Company...............................    11
   SECTION 4.02.  Covenants of the Investor..............................    13
   SECTION 4.03.  Mutual Covenants.......................................    14

ARTICLE V   CONDITIONS TO CLOSING........................................    14
   SECTION 5.01.  Conditions to Each Party's Obligations.................    14
   SECTION 5.02.  Conditions to Obligations of the Investor..............    14
   SECTION 5.03.  Conditions to Obligations of the Company...............    16

ARTICLE VI  SURVIVAL; NO OTHER REPRESENTATIONS...........................    16
   SECTION 6.01.  Survival of Representations and Warranties.............    16
   SECTION 6.02.  No Other Representations...............................    17
   SECTION 6.03.  Supplemental Disclosure................................    17

ARTICLE VII  INDEMNIFICATION.............................................    17
   SECTION 7.01.  Indemnification........................................    17
   SECTION 7.02.  Method of Asserting Claims.............................    18
   SECTION 7.03.  Exclusivity............................................    21
   SECTION 7.04.  No Consequential Damages...............................    21
   SECTION 7.05.  Limitation of Liability................................    21

ARTICLE VIII TERMINATION.................................................    22
   SECTION 8.01.  Termination............................................    22
   SECTION 8.02.  Effect of Termination..................................    22

ARTICLE IX   DEFINITIONS.................................................    22
   SECTION 9.01.  Defined Terms..........................................    22
   SECTION 9.02.  Construction of Certain Terms and Phrases..............    28

ARTICLE X    MISCELLANEOUS...............................................    28
   SECTION 10.01. Notices................................................    28
   SECTION 10.02. Entire Agreement.......................................    30
   SECTION 10.03. Expenses...............................................    30
   SECTION 10.04. Public Announcements...................................    30
   SECTION 10.05. Waiver.................................................    30
   SECTION 10.06. Amendment..............................................    30
   SECTION 10.07. No Third Party Beneficiary.............................    30
   SECTION 10.08. No Assignment; Binding Effect..........................    30
   SECTION 10.09. Enforcement of Agreement...............................    31
   SECTION 10.10. Headings...............................................    31
   SECTION 10.11. Governing Law; Consent to Jurisdiction.................    31
   SECTION 10.12. Invalid Provisions.....................................    32
   SECTION 10.13. Counterparts...........................................    32




                                      -ii-



                              EXHIBITS

Exhibit A   Transaction Documents
Exhibit B   Shareholders Agreement
Exhibit C   Amended and Restated Memorandum of Association


                                      -iii-



          This SERIES A PREFERRED SHARE PURCHASE AGREEMENT, dated as of
September 20, 2006 (this "AGREEMENT"), is entered into by and between
Inspiration Partners Limited, an international business company incorporated
under the laws of the British Virgin Islands (the "INVESTOR"), Yingli Green
Energy Holding Company Limited, an exempted company with limited liability
incorporated and existing under the laws of the Cayman Islands (the "COMPANY"),
Yingli Power Holding Company Ltd., a company with limited liability incorporated
and existing under the laws of the British Virgin Islands (the "HOLDCO"), and
Mr. Liansheng Miao (together with the Holdco, the "FOUNDERS"). Capitalized terms
not otherwise defined herein have the meanings set forth in Section 9.01.

          WHEREAS, the Company wishes to sell and the Investor wishes to
purchase shares of Series A Preferred Shares, US$0.01 par value per share, of
the Company (the "SERIES A PREFERRED SHARES") on terms and subject to the
conditions set forth in this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                                    ARTICLE I

                           SALE OF SHARES AND CLOSING

          SECTION 1.01. Purchase and Sale. The Company agrees to sell to the
Investor, and the Investor agrees to purchase from the Company, 8,081,081 Series
A Preferred Shares (the "SHARES") at the Closing on the terms and subject to the
conditions set forth in this Agreement.

          SECTION 1.02. Closing. The Closing shall take place not later than 12
days after the satisfaction or waiver of the conditions set forth in Articles V
or such other date agreed by the parties hereto (such date being the "CLOSING
DATE") at the offices of Simpson Thacher & Bartlett LLP, 7/F ICBC Tower, 3
Garden Road, Central Hong Kong, or at such other time and place as the Investor
and the Company mutually agree.

          SECTION 1.03. Purchase Price. Subject to Section 1.04, upon the terms
and subject to the conditions of this Agreement, on the Closing Date, the
Investor shall pay the Company US$17,010,000 (the "PURCHASE PRICE") in
immediately available funds, to be wired to an account to be designated by the
Company in writing prior to the Closing Date.

          SECTION 1.04. Share Certificate. At the Closing, in exchange for the
payment to the Company of the Purchase Price, the Company shall deliver or cause
to be delivered to the Investor a share certificate (the "SHARE CERTIFICATE")
representing all of the Shares duly issued to the Investor.



          SECTION 1.05. Use of Proceeds. The Company shall not use the net
proceeds from the Purchase Price (the "Proceeds") for any purpose other than to
acquire at least 51% ownership of Tianwei Yingli from Baoding Yingli Group Co.,
Ltd. ("YINGLI GROUP"), provided further, that such acquisition shall be made in
accordance with that certain Share Purchase Agreement, dated August 25, 2006, by
and between Yingli Group and the Company (the "YINGLI GROUP SHARE PURCHASE
AGREEMENT"). Following the application of such proceeds in such manner, any
remaining Proceeds may be applied for the general corporate purpose of the
Company. The Proceeds shall be deposited in an account of the Company at a bank
located outside of the PRC and shall be withdrawn only by the Company's
authorized signatories subject to the Investor's prior approval, which shall not
be unreasonably withheld so long as the Proceeds are being used for the purposes
permitted hereunder.

          SECTION 1.06. Further Assurances. At any time or from time to time
after the Closing, each of the parties hereto shall, at the expense of the party
making such request, execute and deliver such other documents and instruments,
provide such materials and information and take such other actions as may
reasonably be necessary, proper or advisable, to the extent permitted by Law, to
fulfill its obligations under this Agreement.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company and the Founders (together, the "WARRANTORS") hereby
jointly and severally represent and warrant to the Investor that the statements
contained in this Article II are true, correct and complete as of the date of
this Agreement and, where appropriate, the date of the Closing, except as set
forth in the Disclosure Schedule:

          SECTION 2.01. Power and Authority. The Company has full corporate
power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby,
including without limitation the sale and issuance of the Shares pursuant to
this Agreement.

          SECTION 2.02. Execution and Delivery. The execution and delivery by
the Company of the Transaction Documents and the performance by the Company of
its obligations under the Transaction Documents have been duly and validly
authorized by or on behalf of the Company, no other action on the part of the
Company or its shareholders being necessary except as expressly contemplated
hereby. The Transaction Documents have been duly and validly executed and
delivered by the Company and assuming the due execution of the Transaction
Documents by other parties hereto, constitutes a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with
their terms.


                                      -2-



          SECTION 2.03. Corporate Existence of the Company. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the Cayman Islands, and has full corporate power and authority to
conduct its business as and to the extent now conducted and to own, use and
lease its Assets and Properties. The Company is duly qualified, licensed or
admitted to do business in each jurisdiction in which the ownership, use or
leasing of its Assets and Properties, or the conduct or nature of its business,
makes such qualification, licensing or admission necessary, except for those
jurisdictions in which the adverse effects of all such failures by the Company
to be qualified, licensed or admitted would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

          SECTION 2.04. Company Capital Stock. Immediately prior to the Closing,
the authorized capital stock of the Company shall be US$5,000,000, consisting of
(a) 491,918,919 ordinary shares, US$0.01 par value per share, of which
59,800,000 shares are issued and outstanding and (b) 8,081,081 shares of Series
A Preferred Shares, US$0.01 par value per share, none of which are issued and
outstanding. The Shares, when issued, sold and delivered in accordance with the
terms and for the consideration set forth in this Agreement, shall be duly
authorized and validly issued, fully paid and nonassessable and free and clear
of all Liens. The delivery of the Share Certificate at the Closing representing
the Shares in the manner provided in Section 1.04 shall transfer to the Investor
good and valid title to the Shares, free and clear of all Liens other than
restrictions on the payment of dividends arising under applicable Law,
restrictions on transferability arising under applicable securities Laws and any
Liens created or suffered to exist by the Investor. Except as disclosed in the
Disclosure Schedule and except as provided in this Agreement, there are no
outstanding Options with respect to any shares of the Company.

          SECTION 2.05. Subsidiaries.

          (a) Each of the Subsidiaries is a corporation duly organized and
validly existing under the laws of its jurisdiction of incorporation and has
full corporate power and authority to conduct its business as and to the extent
now conducted and to own, use and lease its Assets and Properties. Each of the
Subsidiaries is duly qualified, licensed or admitted to do business in each
jurisdiction in which the ownership, use or leasing of its Assets and
Properties, or the conduct or nature of its business, makes such qualification,
licensing or admission necessary, except for those jurisdictions in which the
adverse effects of all such failures by any Subsidiary to be qualified, licensed
or admitted would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

          (b) The Disclosure Schedule lists for each of the Subsidiaries its
jurisdiction of organization, the amount of its authorized capital stock or its
equivalent, the amount of its outstanding capital stock or its equivalent, and
the record owners of such outstanding capital stock or its equivalent. As of the
date hereof and as of the Closing Date, except as disclosed in the Disclosure
Schedule, all the outstanding shares of capital stock or its equivalent of each
of the Subsidiaries have been duly authorized


                                      -3-



and validly issued, are fully paid and nonassessable and free and clear of all
Liens other than the Permitted Liens. Except as disclosed in the Disclosure
Schedule, there are no outstanding Options or other rights, agreements,
arrangements or commitments to which any Subsidiary is a party or by which any
Subsidiary is bound relating to the issued or unissued shares of capital stock
or its equivalent of any Subsidiary.

          SECTION 2.06. No Conflicts. Except as disclosed in the Disclosure
Schedule or except as would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect, the execution and delivery by the
Company of the Transaction Documents do not, and the performance by the Company
of its obligations under the Transaction Documents, and the consummation of the
transactions contemplated thereby shall not:

          (a) conflict with or result in a violation or breach of any of the
terms, conditions or provisions of the organizational documents of the Company
or any Subsidiary;

          (b) conflict with or result in a violation or breach of any term or
provision of any Law or Order applicable to the Company, any Subsidiary or any
of their respective Assets and Properties; or

          (c) (i) conflict with or result in a violation or breach of, (ii)
constitute a default under, (iii) require the Company or any Subsidiary to
obtain any consent, approval or action of, make any filing with or give any
notice to any Person as a result or under the terms of, (iv) result in or give
to any Person any right of termination, cancellation, acceleration or
modification in or with respect to, or (v) result in the creation or imposition
of any Lien upon the Company, any Subsidiary or any of their respective Assets
and Properties under, any material Contract or License to which the Company or
any Subsidiary is a party or by which any of them or any of their respective
Assets and Properties is bound.

          SECTION 2.07. Governmental Approvals and Filings. Except as disclosed
in the Disclosure Schedule, no consent, approval or action of, filing with or
notice to any Governmental or Regulatory Authority on the part of the Company or
any Subsidiary is required in connection with the execution, delivery and
performance of the Transaction Documents or the consummation of the transactions
contemplated thereby.

          SECTION 2.08. Books and Records. The Company has made available to the
Investor prior to the execution of this Agreement complete and correct copies of
the organizational documents of the Company and each Subsidiary. The minute
books and other similar records of the Company and each Subsidiary as made
available to the Investor prior to the execution of this Agreement contain a
true and complete record, in all material respects, of all actions taken at all
meetings and by written consents in lieu of meetings of the stockholders, the
boards of directors and committees of the boards of directors of the Company and
each Subsidiary. The shareholders register of the Company and each Subsidiary as
made available to the Investor prior to the execution of


                                      -4-



this Agreement accurately reflect all record issuances and transfers prior to
the execution of this Agreement of the capital stock of the Company and each
Subsidiary. To the Knowledge of the president, the directors, the vice
presidents and the department heads of the Company, the Books and Records of the
Company and each Subsidiary made available to the Investor prior to the
execution of this Agreement do not contain any untrue statement of a material
fact.

          SECTION 2.09. Financial Statements and Condition

          (a) Prior to the execution of this Agreement, the Company has made
available to the Investor true and complete copies of the Financial Statements.
The information contained in the Financial Statements shall be substantially
similar to the information contained in the audited consolidated balance sheets,
income statements and statements of cash flow of Tianwei Yingli for the years
ended on December 31, 2003, 2004 and 2005 (the "ACTUAL ANNUAL FINANCIAL
STATEMENTS") and the unaudited consolidated balance sheets, income statements
and statements of cash flow of Tianwei Yingli for the six months ended June 30,
2006 (the "ACTUAL INTERIM FINANCIAL STATEMENTS"); provided, that (i) net income
for each of the years ended on December 31, 2003, 2004 and 2005 as indicated in
the Financial Statements shall not be greater or less than net income for each
of the corresponding years indicated in the Actual Annual Financial Statements
by more than ten percent (10%) and (ii) net income for the six months ended on
June 30, 2006 shall not be greater or less than net income for the corresponding
period indicated in the Actual Interim Financial Statements by more than fifteen
percent (15%).

          (b) Except for the execution and delivery of the Transaction Documents
and the transactions to take place pursuant thereto on or prior to the Closing
Date or as disclosed in the Disclosure Schedule, since January 1, 2006 until the
Closing Date, the business of the Company and the Subsidiaries has been operated
in all material respects in the ordinary course consistent with past practice
and there has not been any change in the Business or Condition of the Company
that has or would reasonably be expected to have a Material Adverse Effect.

          (c) To the Knowledge of the Company, except as reflected in the
Financial Statements described in paragraph (a) of this Section or as set forth
in the Disclosure Schedule, and except for Liabilities incurred in the ordinary
course of business consistent with past practice, neither the Company nor any
Subsidiary has any material Liabilities of any nature (whether accrued,
absolute, contingent or otherwise) required by GAAP to be set forth on a
consolidated balance sheet of the Company or in the notes thereto.

          SECTION 2.10. Taxes. Except as disclosed in the Disclosure Schedule,
as of the date hereof, (1) the Company and each Subsidiary have filed all Tax
returns and reports required to be filed by the Company and each Subsidiary, or
requests for extensions to file such returns or reports have been timely filed
or granted and have not expired, and (2) there have been no examinations or
audits of any tax returns or reports by any applicable governmental agency.


                                      -5-



As of the date hereof, the Company and each Subsidiary have paid all undisputed
Taxes shown as due on such Tax returns and reports in all material respects.
Further, each of the Company and its Subsidiaries has duly withheld individual
income taxes and adequately paid mandatory contributions to the statutory
welfare or social security funds on behalf of all its employees in material
compliance with the applicable regulations in each respective jurisdiction such
that there shall be no default or underpayment in respect of individual income
taxes and mandatory contributions to the statutory social security funds that
has or would reasonably be expected to have a Material Adverse Effect.

          SECTION 2.11. Legal Proceedings. As of the date hereof, except as
disclosed in the Disclosure Schedule or except as would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect:

          (a) there are no Actions or Proceedings pending or, to the Knowledge
of the Company, threatened seeking to restrain, adjourn or otherwise prohibit or
make illegal the consummation of any of the transactions contemplated by the
Transaction Documents; and

          (b) there are no Actions or Proceedings pending or, to the Knowledge
of the Company, threatened against, relating to or affecting the Company, any
Subsidiary or any of their respective Assets and Properties.

          SECTION 2.12. Compliance With Laws and Orders. Except as disclosed in
the Disclosure Schedule or except as would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, neither the Company
nor any Subsidiary has received any received any written communication since
January 1, 2004 until the date hereof from any Governmental or Regulatory
Authority that alleges that the Company or any Subsidiary, as applicable, is in
violation of or in default under any Law or Order applicable to the Company or
such Subsidiary. To the Knowledge of the Company, each of the Company and its
Subsidiaries is in compliance, in all material respects, with all Laws or
Orders.

          SECTION 2.13. Real Property.

          (a) Each of the Company and the Subsidiaries has good title, free and
clear of any Lien other than the Permitted Liens, to each parcel of real
property owned by it and is in possession of each such parcel of real property,
together with all buildings, structures, facilities, fixtures and other
improvements thereon.

          (b) Each of the Company and the Subsidiaries has a valid and
subsisting leasehold estate in and the right to quiet enjoyment of the real
properties leased by it, free and clear of any Liens other than the Permitted
Liens (except by the Lessor).

          SECTION 2.14. Tangible Personal Property. Except as would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect, each of the Company and the Subsidiaries is in possession of and
has good title to,


                                      -6-



or has valid leasehold interests in or valid rights under Contract to use, all
tangible personal property material to the Business or Condition of the Company,
free and clear of any Liens other than the Permitted Liens.

          SECTION 2.15. Investment Assets. As of the date hereof, the Disclosure
Schedule lists each Investment Asset in excess of US$3 million held by the
Company or any Subsidiary in any Person which is not a Subsidiary. Except as
disclosed in the Disclosure Schedule, as of the date hereof, all such Investment
Assets listed on the Disclosure Schedule are owned by the Company or a
Subsidiary and are free and clear of all Liens other than the Permitted Liens.

          SECTION 2.16. Intellectual Property Rights. As of the date hereof,
each of the Company and the Subsidiaries either has all right, title and
interest in or a valid and binding right under Contract to use the Intellectual
Property material to the Business or Condition of the Company (the "COMPANY
INTELLECTUAL PROPERTY"). As of the date hereof, (a) all registrations with and
applications to Governmental or Regulatory Authorities in respect of the Company
Intellectual Property owned by the Company or a Subsidiary are valid and in full
force and effect and (b) the execution of the Transaction Documents and the
consummation of the transactions contemplated thereby do not trigger any
restrictions on the direct or indirect transfer of any material Contract, or any
interest therein, held by the Company or any Subsidiary in respect of the
Company Intellectual Property. As of the date hereof, neither the Company nor
any Subsidiary has received notice that the Company or any Subsidiary is
infringing any Intellectual Property of any other Person in any material
respect; to the Knowledge of the Company, no claim to such effect is pending and
has not been resolved; and as of the date hereof, to the Knowledge of the
Company, neither the Company nor any Subsidiary is infringing any Intellectual
Property of any other Person in any material respect.

          SECTION 2.17. Contracts.

          (a) As of the date hereof, the Disclosure Schedule contains a true and
complete list of each of the following Contracts to which the Company or any
Subsidiary is a party or by which any of their respective Assets and Properties
is bound:

               (i) Contracts providing for a commitment of employment or
consultation services for a specified or unspecified term or otherwise relating
to employment or termination of employment of each member of senior management
of the Company and the Subsidiaries;

               (ii) Contracts containing any provision or covenant prohibiting
or materially limiting the ability of the Company or any Subsidiary to engage in
any business activity or compete with any Person or prohibiting or materially
limiting the ability of any Person to compete with the Company or any
Subsidiary;

               (iii) material partnership, joint venture, shareholders' or other
similar Contracts with any Person;


                                      -7-



               (iv) Contracts relating to Indebtedness of the Company or any
Subsidiary in excess of US$3 million;

               (v) Contracts with distributors, manufacturers, suppliers or
sales agencies that involve a binding payment or obligation by or to the Company
or any Subsidiary of more than US$3 million annually;

               (vi) Contracts relating to (A) the future disposition or
acquisition of any Assets and Properties individually or in the aggregate
material to the Business or Condition of the Company, other than dispositions or
acquisitions in the ordinary course of business, and (B) any merger or other
business combination (other than this Agreement);

               (vii) Contracts between or among the Company and any Subsidiary
relating to Indebtedness or the provision of services between such entities; and

               (viii) Contracts with top five (5) distributors, manufacturers,
suppliers or sales agencies, which collectively account for at least seventy
percent (70%) of the supply of silicon to the Company and its Subsidiaries in
the aggregate as of the date of this Agreement.

          (b) As of the date hereof, none of the Contracts required to be
disclosed in the Disclosure Schedule has been terminated prior to the expiration
of the agreed minimum term by any party thereto nor, to the Knowledge of the
Company as to any Contract the Company or any Subsidiary is a party, has any
party indicated its intention to terminate any of such Contracts. Except as
disclosed in the Disclosure Schedule, , to the Knowledge of the Company, neither
the Company nor any Subsidiary or any other party to such Contract is in
violation or breach of or default under any such Contract in any material
respect.

          SECTION 2.18. Insurance. As of the date hereof, except as disclosed in
the Disclosure Schedule or except as would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, no premiums are due
or have not been paid in relation to, and neither the Company nor any Subsidiary
has received any notice of cancellation or termination in respect of, or, to the
Knowledge of the Company, is in default under, any insurance policy currently in
effect that insure the business, operations or employees of the Company or any
Subsidiary or affect or relate to the ownership, use or operation of any of the
Assets and Properties of the Company or any Subsidiary in any material respect.

          SECTION 2.19. Employees; Labor Relations. As of the date hereof,
except as disclosed in the Disclosure Schedule, there are no disputes pending
or, to the Knowledge of the Company, threatened in writing between the Company
or any Subsidiary and any trade union or other representatives of its employees,
except in each


                                      -8-



case for such disputes as would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.

          SECTION 2.20. Environmental Matters. As of the date hereof, except as
disclosed in the Disclosure Schedule:

          (a) Neither the Company nor any Subsidiary has received any written
communication since January 1, 2003 until the date hereof from any Governmental
or Regulatory Authority that alleges that the Company or any Subsidiary, as
applicable, is not in compliance with applicable Environmental Laws in any
material respect, except for any non-compliance that has been settled or
resolved.

          (b) To the Knowledge of the Company, neither the Company nor any
Subsidiary is in violation of or not in compliance with applicable Environmental
Laws in any material respect.

          (c) To the Knowledge of the Company, each of the Company and the
Subsidiaries has obtained or maintains all environmental, health and safety
permits and governmental authorizations necessary for the construction of its
facilities and the conduct of its operations as currently conducted, as
applicable (collectively, the "ENVIRONMENTAL PERMITS"), and all such
Environmental Permits are in good standing or, where applicable, a renewal
application or an application for any new operations has been timely filed and
is pending agency approval, and the Company and the Subsidiaries are in
compliance with all terms and conditions of such Environmental Permits. To the
Knowledge of the Company, neither the Company nor any Subsidiary has received
any notice from any Governmental Authority that it will revoke, cancel,
withdraw, terminate, suspend, not renew, or modify any such Environmental
Permits.

          (e) This Section 2.20 contains the sole and exclusive representations
and warranties of the Company with respect to environmental matters arising
under any Environmental Law.

          SECTION 2.21. Brokers. All negotiations relating to this Agreement and
the transactions contemplated hereby have been carried out by the Company
directly with the Investor without the intervention of any Person on behalf of
the Company in such manner as to give rise to any valid claim by any Person
against the Investor, the Company or any Subsidiary for a finder's fee,
brokerage commission or similar payment.

          SECTION 2.22. Related Party Transaction. Except as disclosed in the
Disclosure Schedules, no Founder, officer or director of the Company or any
Subsidiary or any Affiliate of any such person has any agreement with the
Company or any Subsidiary (except for employment contracts), understanding,
proposed transaction with, or is indebted to, any Company or Subsidiary, nor is
any Company or Subsidiary indebted (or committed to make loans or extend or
guarantee credit) to any of such persons (other than for accrued salaries,
reimbursable expenses or other standard


                                      -9-



employee benefits). Except as disclosed in the Disclosure Schedules, no Founder,
officer or director of the Company or any Subsidiary has any direct or indirect
ownership interest in (i) any firm or corporation with which a the Company or
any Subsidiary is affiliated, (ii) any firm or corporation with which the
Company or any Subsidiary has a business relationship, (iii) any firm or
corporation that competes with the Company or any Subsidiary or (iv) any firm or
corporation which purchases from or sells, licenses or furnishes to the Company
or any Subsidiary any goods, property, intellectual or other property rights or
services. Except as disclosed in the Disclosure Schedules, there is no agreement
between any Founder and any other shareholder with respect to the ownership or
control of the Company or any Subsidiary.

                                  ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

          The Investor hereby represents and warrants to the Company as follows:

          SECTION 3.01. Corporate Existence. The Investor is an international
business company duly incorporated, validly existing and in good standing under
the laws of the British Virgin Islands. The Investor has full corporate power
and authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby.

          SECTION 3.02. Authority. The execution and delivery by the Investor of
this Agreement, and the performance by the Investor of its obligations
hereunder, have been duly and validly authorized by all necessary action on the
part of the Investor, no other action on the part of the Investor or its equity
holders being necessary. This Agreement has been duly and validly executed and
delivered by the Investor and constitutes a legal, valid and binding obligation
of the Investor enforceable against the Investor in accordance with its terms.

          SECTION 3.03. No Conflicts. The execution and delivery by the Investor
of this Agreement do not, and the performance by the Investor of its obligations
under this Agreement and the consummation of the transactions contemplated
hereby shall not:

          (a) conflict with or result in a violation or breach of any of the
terms, conditions or provisions of the corporate organizational documents of the
Investor;

          (b) conflict with or result in a violation or breach of any term or
provision of any Law or Order applicable to the Investor or any of its Assets
and Properties; or

          (c) (i) conflict with or result in a violation or breach of, (ii)
constitute (with or without notice or lapse of time or both) a default under,
(iii) require the Investor


                                      -10-



to obtain any consent, approval or action of, make any filing with or give any
notice to any Person as a result or under the terms of, (iv) result in or give
to any Person any right of termination, cancellation, acceleration or
modification in or with respect to, or (v) result in the creation or imposition
of any Lien upon the Investor or any of its Assets and Properties under, any
Contract or License to which the Investor is a party or by which any of its
Assets and Properties is bound.

          SECTION 3.04. Governmental Approvals and Filings. No consent, approval
or action of, filing with or notice to any Governmental or Regulatory Authority
on the part of the Investor is required in connection with the execution,
delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby.

          SECTION 3.05. Legal Proceedings. There are no Actions or Proceedings
pending or, to the Knowledge of the Investor, threatened seeking to restrain,
enjoin or otherwise prohibit or make illegal the consummation of any of the
transactions contemplated by this Agreement.

          SECTION 3.06. Investment Purpose. The Investor is acquiring the Shares
solely for the purpose of investment and not with a view to, or for offer or
sale in connection with, any distribution thereof.

          SECTION 3.07. Brokers. All negotiations relating to this Agreement and
the transactions contemplated hereby have been carried out by the Investor
directly with the Company without the intervention of any Person on behalf of
the Investor in such manner as to give rise to any valid claim by any Person
against the Company for a finder's fee, brokerage commission or similar payment.

                                   ARTICLE IV

                         COVENANTS AND OTHER AGREEMENTS

          SECTION 4.01. Covenants of the Warrantors. The Warrantors covenant and
agree with the Investor that, at all times from and after the date hereof until
the Closing, the Company shall comply and the Warrantors shall procure the
Company's compliance with all covenants and provisions of this Section 4.01,
except to the extent the Investor may otherwise consent in writing, which
consent shall not be unreasonably withheld, delayed or conditioned.

          (a) Regulatory and Other Approvals. The Company shall, and shall cause
the Subsidiaries to, as promptly as practicable, (a) take all commercially
reasonable steps necessary or desirable to obtain all consents, approvals or
actions of, make all filings with and give all notices to Governmental or
Regulatory Authorities or any other Person required of the Company or any
Subsidiary to consummate the transactions contemplated hereby, including without
limitation those described in the Disclosure Schedules, (b) provide such other
information and communications to such


                                      -11-



Governmental or Regulatory Authorities or other Persons as such Governmental or
Regulatory Authorities or other Persons may reasonably request in connection
therewith and (c) provide reasonable cooperation to the Investor in connection
with the performance of its obligations under Section 4.02. The Company shall
provide prompt notification to the Investor when any such consent, approval,
action, filing or notice referred to in clause (a) above is obtained, taken,
made or given, as applicable, and shall advise the Investor of any
communications (and, unless precluded by Law, provide copies of any such
communications that are in writing) with any Governmental or Regulatory
Authority or other Person regarding any of the transactions contemplated by this
Agreement.

          (b) Conduct of Business. The Company and each Subsidiary shall conduct
its business in the ordinary course consistent with past practice. Without
limiting the generality of the foregoing, between the date of this Agreement and
the Closing Date, the Company shall use, and the Company shall cause each
Subsidiary to use, commercially reasonable efforts, but only to the extent the
officers of the Company believe such action to be in the best interests of the
Company and the Subsidiaries as a whole, to (i) preserve intact the present
business organization and reputation of the Company and the Subsidiaries,
respectively, in all material respects, (ii) keep available (subject to
dismissals and retirements in the ordinary course of business) the services of
the key officers and employees of the Company and the Subsidiaries,
respectively, (iii) maintain the respective Assets and Properties of the Company
and the Subsidiaries in working order and condition consistent with past custom
and practice, ordinary wear and tear excepted, and (iv) maintain the goodwill of
key customers, suppliers and lenders and other Persons with whom the Company and
any Subsidiary otherwise has significant business relationships.

          (d) Fulfillment of Conditions. The Warrantors shall take all
commercially reasonable steps necessary or desirable and proceed diligently and
in good faith to satisfy each condition to the obligations of the Investor
contained in this Agreement and shall not take or fail to take any action that
would reasonably be expected to result in the non-fulfillment of any such
condition.

          (e) Delivery of Financial Statements. As promptly as practicable, but
no later than one hundred twenty (120) days, after the end of 2006, the Company
shall deliver to the Investor audited consolidated balance sheets, income
statements and statements of cash flow of Tianwei Yingli, in each case prepared
in accordance with GAAP. As promptly as practicable, but no later than one
hundred twenty (120) days, after the end of 2007, the Company shall deliver to
the Investor audited consolidated balance sheets, income statements and
statements of cash flow of the Company, in each case prepared in accordance with
GAAP.

          (f) Employment Agreements. Each of the Company and its Subsidiaries
shall cause all of their present and future officers and employees to enter into
a standard form(s) of employment agreement containing standard confidentiality,
invention assignment, non-compete, non-solicit, and other applicable employment
terms


                                      -12-



with the Company or its Subsidiaries, as the case may be in form and substance
reasonably satisfactory to the Investor.

          (g) Founder Proceeds. The Founder hereby agrees and covenants that the
Founder will cause Yingli Group and the Company to use best efforts to use the
purchase price paid by the Company to Yingli Group for the acquisition of at
least 51% equity interest in Tianwei Yingli to subscribe for and purchase,
through the Company, new equity interests in Tianwei Yingli, subject to legal
restrictions and the consent of Baoding Tiawnei Baobian Electric Co., Ltd. and
in accordance with the Yingli Group Share Purchase Agreement.

          (h) Repayment of Loan. The Company shall, and the Existing
Shareholders shall procure the Company to, repay that certain outstanding loan
between Yingli Group and Tianwei Yingli in the amount of approximately RMB 12.4
million within thirty (30) days of the Closing.

          (i) Amended and Restated Articles of Association. The Warrantors shall
take all necessary steps to file or register the Company's Amended and Restated
Articles of Association substantially in the form attached hereto as Exhibit C
with applicable Governmental and Regulatory Authorities.

          SECTION 4.02. Covenants of the Investor. The Investor covenants and
agrees with the Company that, at all times from and after the date hereof until
the Closing, the Investor shall comply with all covenants and provisions of this
Section 4.02, except to the extent the Company may otherwise consent in writing,
which consent shall not be unreasonably withheld, delayed or conditioned.

          (a) Regulatory and Other Approvals. The Investor shall as promptly as
practicable (i) take all commercially reasonable steps necessary or desirable to
obtain all consents, approvals or actions of, make all filings with and give all
notices to Governmental or Regulatory Authorities or any other Person required
of the Investor to consummate the transactions contemplated hereby, (ii) provide
such other information and communications to such Governmental or Regulatory
Authorities or other Persons as such Governmental or Regulatory Authorities or
other Persons may reasonably request in connection therewith and (iii) provide
reasonable cooperation to the Company in connection with the performance of its
obligations under this Section 4.02. The Investor shall provide prompt
notification to the Company when any such consent, approval, action, filing or
notice referred to in clause (iv) above is obtained, taken, made or given, as
applicable, and shall advise the Company of any communications (and, unless
precluded by Law, provide copies of any such communications that are in writing)
with any Governmental or Regulatory Authority or other Person regarding any of
the transactions contemplated by this Agreement.

          (b) Fulfillment of Conditions. The Investor shall take all
commercially reasonable steps necessary or desirable and proceed diligently and
in good faith to satisfy each condition to the obligations of the Company
contained in this


                                      -13-



Agreement and shall not take or fail to take any action that would reasonably be
expected to result in the non-fulfillment of any such condition.

          SECTION 4.03. Mutual Covenants. Each party hereto covenants and agrees
with the other party that, at all times from and after the date hereof until the
Closing, such party shall comply with all covenants and provisions of this
Section 4.03, except to the extent the other party may otherwise consent in
writing, which consent shall not be unreasonably withheld, delayed or
conditioned.

          (a) Confidentiality. Each party hereto shall hold, and shall cause its
representatives to hold, in confidence this Agreement, the Transaction
Documents, all documents and information furnished to it by or on behalf of the
other party in connection with the transactions contemplated hereby and shall
continue to be bound the terms of the confidentiality agreement dated July 31,
2006, between the Company and the Investor, the terms of which are incorporated
herein by reference.

          (b) Publicity. Neither party hereto shall make any announcement
regarding this Agreement or the transactions contemplated hereby without the
prior written consent of the other party, except as may be required pursuant to
applicable Law and except pursuant to Section 10.04.

                                    ARTICLE V

                              CONDITIONS TO CLOSING

          SECTION 5.01. Conditions to Each Party's Obligations. The obligation
of any of the parties hereto to consummate the transactions contemplated by this
Agreement is subject to the fulfillment, at or before the Closing, of each of
the following conditions (all or any of which may be waived in whole or in part
by the Investor in its sole discretion):

          (a) Orders and Laws. There shall not be in effect on the Closing Date
any Order or Law restraining, enjoining or otherwise prohibiting or making
illegal the consummation of any of the transactions contemplated by this
Agreement.

          (b) Regulatory Consents and Approvals. All consents, approvals and
actions of, filings with and notices to any Governmental or Regulatory Authority
necessary to permit the Company and the Investor to perform their obligations
under this Agreement and to consummate the transactions contemplated hereby
shall have been duly obtained, made or given and shall be in full force and
effect, and all terminations or expirations of waiting periods imposed by any
Governmental or Regulatory Authority necessary for the consummation of the
transactions contemplated by this Agreement shall have occurred.

          SECTION 5.02. Conditions to Obligations of the Investor. The
obligation of the Investor to consummate the transactions contemplated by this


                                      -14-



Agreement is subject to the fulfillment, at or before the Closing, of each of
the following conditions (all or any of which may be waived in whole or in part
by the Investor in its sole discretion):

          (a) Representations and Warranties. The representations and warranties
made by the Warrantors in this Agreement, taken as a whole, shall be true and
correct in all material respects on and as of the Closing Date as though made on
and as of the Closing Date (or, in the case of representations and warranties
made as of a specified date earlier than the Closing Date, on and as of such
earlier date), except for any such breaches which in the aggregate would not
reasonably be expected to have a Material Adverse Effect.

          (b) Performance. The Warrantors shall have performed and complied
with, in all material respects, the agreements, covenants and obligations
required by this Agreement to be so performed or complied with by the Warrantors
at or before the Closing.

          (c) Due Diligence. The Investor shall have completed to its reasonable
satisfaction all business, legal and financial due diligence, and any items
requiring correction identified by the Investor shall have been corrected to the
Investor's reasonable satisfaction.

          (d) No Material Change. Since June 30, 2006, there has not been any
material change in the information contained in the Financial Statements, except
for any change, which individually or in the aggregate would not reasonably be
expected to have a Material Adverse Effect.

          (e) Officer's Certificate. The Company's chief executive officer shall
deliver to the Purchasers at the Closing a certificate certifying that the
conditions specified in Sections 5.02(a) and 5.02(b) have been fulfilled.

          (f) Transaction Documents. Each party to each Transaction Document
shall have duly executed and delivered each of the Transaction Documents to
which it is a party, which shall each be on terms reasonably satisfactory to the
Investor.

          (g) Memorandum and Articles of Association. The Company shall have
obtained all necessary authorizations of the Company's board of directors and
shareholders to adopt the Amended and Restated Memorandum and Articles of
Association substantially in the form attached hereto as Exhibit C.

          (h) Employment Agreements. The Company shall have entered into an
employment agreement, which shall include appropriate non-compete, non-solicit,
confidentiality and invention assignment provisions, with each of Liansheng
Miao, Xiangdong Wang and Zhiheng Zhao, to the reasonable satisfaction of the
Investor.


                                      -15-



          (j) Opinion of Counsel. The Investor shall have received as of the
Closing Date the opinions of each of Conyers Dill & Pearman, Cayman Islands
counsel to the Company, and Fangda Partners, the PRC counsel to the Company, to
the reasonable satisfaction of the Investor.

          (k) Expense Side Letter. The Company and the Investor shall have
entered on or prior to the Closing Date a side letter relating to the fees and
expenses incurred in connection with the consummation of the transactions
contemplated herein (the "EXPENSE SIDE LETTER").

          (j) Issuance of New Shares. Prior to the Closing, the Company shall
not, and the Warrantors shall procure the Company not to, have issued or
authorized the issuance of any ordinary shares or Series A Preferred Shares
other than as set forth in Section 2.04 hereof.

          (k) Determination of the ESOP Percentage. Prior to the Closing, the
Warrantors and the Investor shall have agreed on the Primary ESOP Percentage and
the Secondary ESOP Percentage (each as defined in the Shareholders Agreement).

          SECTION 5.03. Conditions to Obligations of the Company. The obligation
of the Company to consummate the transactions contemplated by this Agreement is
subject to the fulfillment, at or before the Closing, of each of the following
conditions (all or any of which may be waived in whole or in part by the
Investor in its sole discretion):

          (a) Representations and Warranties. The representations and warranties
made by the Investor in this Agreement, taken as a whole, shall be true and
correct in all material respects on and as of the Closing Date as though made on
and as of the Closing Date.

          (b) Performance. The Investor shall have performed and complied with,
in all material respects, the agreements, covenants and obligations required by
this Agreement to be so performed or complied with by the Investor at or before
the Closing.

                                   ARTICLE VI

                       SURVIVAL; NO OTHER REPRESENTATIONS

          SECTION 6.01. Survival of Representations and Warranties. The
representations and warranties of the Company contained in Article II and in the
Disclosure Schedule, as supplemented and amended from time to time pursuant to
Section 6.03, shall survive only until the first anniversary of the Closing,
except that any representation or warranty that would otherwise terminate in
accordance with this sentence shall continue to survive if a Claim Notice or
Indemnity Notice (as applicable) shall have been timely given in good faith
based on facts reasonably expected to establish


                                      -16-



a valid claim under Article VII on or prior to such termination date, until the
related claim for indemnification has been satisfied or otherwise resolved as
provided in Article VII.

          SECTION 6.02. No Other Representations. Except those representations
and warranties contained in Article II as qualified by the Disclosure Schedule,
as supplemented or amended from time to time pursuant to Section 6.03, it is the
explicit intent of each party hereto that the Company is making no
representation or warranty whatsoever, express or implied, at law or in equity,
whether under contract, tort or other applicable law, in respect of the
Business, the Company or any Subsidiary, or any of their respective Assets and
Properties, Liabilities or operations. In addition, the Company makes no
representation or warranty to the Investor with respect to any financial
projection or forecast relating to the Business or Condition of the Company
provided by or on behalf of the Company to the Investor or any of its Affiliates
or Representatives, provided, that, such financial projection or forecast were
prepared in good faith. With respect to any projection or forecast with respect
to the Company and the Subsidiaries or the Business delivered by or on behalf of
the Company to the Investor or any of its Affiliates or Representatives, the
Investor acknowledges that (a) there are uncertainties inherent in attempting to
make such projections and forecasts, (b) it is familiar with such uncertainties,
(c) it is taking full responsibility for making its own evaluation of the
adequacy and accuracy of all such projections and forecasts furnished to it and
(d) it shall have no claim against the Company or any of their Affiliates or
Representatives with respect thereto, except where it is determined that such
projection or forecast were not prepared in good faith.

          SECTION 6.03. Supplemental Disclosure. The Company shall have the
right from time to time prior to the Closing to supplement or amend the
Disclosure Schedule with respect to any matter arising or discovered after the
date hereof which, if existing or known at the date of this Agreement, would
have been required to be set forth or described in the Disclosure Schedule.

                                   ARTICLE VII

                                 INDEMNIFICATION

          SECTION 7.01. Indemnification.

          (a) Following the Closing, subject to paragraphs (c) and (d) of this
Section, Section 7.03 and the other Sections of this Article VII, the Warrantors
shall jointly and severally indemnify the Investor in respect of, and hold it
harmless from and against, any and all Losses suffered, incurred or sustained by
it or to which it becomes subject, resulting from, arising out of or relating to
any breach of representation or warranty or non-fulfillment of or failure to
perform any covenant or agreement on the part of the Company made in or pursuant
to this Agreement.


                                      -17-



          (b) Notwithstanding anything to the contrary contained in this
Agreement, no amounts of indemnity shall be payable by the Warrantors as a
result of any Losses arising under paragraph (a) of this Section 7.01:

               (i) with respect to any claim, unless and until the aggregate
amount of Losses suffered by the Investor exceeds US$1 million, in which case
the Investor shall be entitled to indemnification of the entire amount of
Losses;

               (ii) to the extent that, prior to Closing, the Investor had
actual knowledge (including by way of notice from the Company through
supplements to the Disclosure Schedule or otherwise), but elected to proceed
with the Closing notwithstanding such knowledge;

               (iii) to the extent it arises from or was caused by actions taken
by the Investor or any of its Affiliates; or

               (iv) to the extent that the Investor had been compensated for
such Loss.

          (c) Notwithstanding anything to the contrary contained in this
Agreement, the Warrantors shall, in no circumstance, be obligated hereunder to
indemnify the Investor in respect of any and all Losses in an amount in excess
of the Purchase Price.

          (d) Notwithstanding anything to the contrary contained in this
Agreement, this Article VII shall survive any termination of this Agreement.

          SECTION 7.02. Method of Asserting Claims. All claims for
indemnification by any Indemnified Party under Section 7.01 must be asserted and
resolved as follows:

          (a) In the event any claim or demand in respect of which an
Indemnified Party might seek indemnity under Section 7.01 is asserted against or
sought to be collected from such Indemnified Party by a Person other than the
Warrantors or any of their respective Affiliates (a "THIRD PARTY CLAIM"), the
Indemnified Party shall deliver a Claim Notice with reasonable promptness to the
Indemnifying Party. The Indemnifying Party shall notify the Indemnified Party as
soon as practicable within the Dispute Period whether the Indemnifying Party
disputes its liability to the Indemnified Party under Section 7.01 and whether
the Indemnifying Party desires, at its sole cost and expense, to defend the
Indemnified Party against such Third Party Claim.

               (i) If the Indemnifying Party notifies the Indemnified Party
within the Dispute Period that the Indemnifying Party desires to defend the
Indemnified Party with respect to the Third Party Claim pursuant to this Section
7.02(a), then the Indemnifying Party shall have the right to defend, at the sole
cost and expense of the Indemnifying Party, such Third Party Claim by all
appropriate proceedings, which proceedings shall be vigorously and diligently
prosecuted by the Indemnifying Party to a


                                      -18-



final conclusion or shall be settled at the discretion of the Indemnifying Party
(but only with the consent of the Indemnified Party, which consent shall not be
unreasonably withheld or delayed in the case of any settlement that provides for
any relief other than the payment of monetary damages as to which the
Indemnified Party shall be indemnified in full). The Indemnifying Party shall
have full control of such defense and proceedings, including (except as provided
in the immediately preceding sentence) any settlement thereof, except that:

                    (x) the Indemnified Party may, at the sole cost and expense
of the Indemnified Party, at any time prior to the Indemnifying Party's delivery
of the notice referred to in the first sentence of this clause (i), file any
motion, answer or other pleadings or take any other action that the Indemnified
Party reasonably believes to be necessary or appropriate to protect its
interests and not prejudicial to the Indemnifying Party (it being understood and
agreed that, except as provided in clause (ii) below, if an Indemnified Party
takes any such action that is prejudicial and causes a final adjudication that
is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved
of its obligations hereunder with respect to the portion of such Third Party
Claim prejudiced by the Indemnified Party's action); and

                    (y) if requested by the Indemnifying Party, the Indemnified
Party shall, at the sole cost and expense of the Indemnifying Party, cooperate
with the Indemnifying Party and its counsel in contesting any Third Party Claim
that the Indemnifying Party elects to contest, or, if appropriate and related to
the Third Party Claim in question, in making any counterclaim against the Person
asserting the Third Party Claim, or any cross-complaint against any Person
(other than the Indemnified Party or any of its Affiliates).

                         The Indemnified Party may retain separate counsel to
represent it in, but not control, any defense or settlement of any Third Party
Claim controlled by the Indemnifying Party pursuant to this clause (i), and the
Indemnified Party shall bear its own costs and expenses with respect to such
separate counsel except as provided in the preceding sentence. Notwithstanding
the foregoing, the Indemnified Party may retain or take over the control of the
defense or settlement of any Third Party Claim the defense of which the
Indemnifying Party has elected to control if the Indemnified Party irrevocably
waives its right to indemnity under Section 7.01 with respect to such Third
Party Claim.

               (ii) If the Indemnifying Party fails to notify the Indemnified
Party within the Dispute Period that the Indemnifying Party desires to defend
the Third Party Claim pursuant to this Section 7.02(a), then the Indemnified
Party shall have the right to defend, at the sole cost and expense of the
Indemnifying Party, the Third Party Claim by all appropriate proceedings, which
proceedings shall be vigorously and diligently prosecuted by the Indemnified
Party to a final conclusion or shall be settled at the discretion of the
Indemnified Party (with the consent of the Indemnifying Party, which consent
shall not be unreasonably withheld or delayed). The Indemnified Party


                                      -19-



shall have full control of such defense and proceedings, including (except as
provided in the immediately preceding sentence) any settlement thereof;
provided, however, that:

                    (x) if requested by the Indemnified Party, the Indemnifying
Party shall, at the sole cost and expense of the Indemnifying Party, cooperate
with the Indemnified Party and its counsel in contesting any Third Party Claim
which the Indemnified Party is contesting, or, if appropriate and related to the
Third Party Claim in question, in making any counterclaim against the Person
asserting the Third Party Claim, or any cross-complaint against any Person
(other than the Indemnifying Party or any of its Affiliates);

                    (y) notwithstanding the foregoing provisions of this clause
(ii), if the Indemnifying Party has notified the Indemnified Party within the
Dispute Period that the Indemnifying Party disputes its liability hereunder to
the Indemnified Party with respect to such Third Party Claim and if such dispute
is resolved in favor of the Indemnifying Party in the manner provided in clause
(iii) below, the Indemnifying Party shall not be required to bear the costs and
expenses of the Indemnified Party's defense pursuant to this clause (ii) or of
the Indemnifying Party's participation therein at the Indemnified Party's
request, and the Indemnified Party shall reimburse the Indemnifying Party in
full for all reasonable costs and expenses incurred by the Indemnifying Party in
connection with such litigation; and

                    (z) the Indemnifying Party may retain separate counsel to
represent it in, but not control, any defense or settlement controlled by the
Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall
bear its own costs and expenses with respect to such participation.

               (iii) If the Indemnifying Party notifies the Indemnified Party
that it does not dispute its liability to the Indemnified Party with respect to
the Third Party Claim under Section 7.01 or fails to notify the Indemnified
Party within the Dispute Period whether the Indemnifying Party disputes its
liability to the Indemnified Party with respect to such Third Party Claim, the
Loss arising from such Third Party Claim shall, subject to the provisions of
Section 7.01(c), be conclusively deemed a liability of the Indemnifying Party
under Section 7.01 and the Indemnifying Party shall, subject to the provisions
of Section 7.01(c), pay the amount of such Loss to the Indemnified Party on
demand following the final determination thereof. If the Indemnifying Party has
timely disputed its liability with respect to such claim, the Indemnifying Party
and the Indemnified Party shall proceed in good faith to negotiate a resolution
of such dispute and, if not resolved through negotiations, such dispute shall be
resolved in accordance with the dispute resolution provisions in Section 10.11.

          (b) In the event of a claim by any Indemnified Party under Section
7.01 against any Indemnifying Party that does not involve a Third Party Claim,
the Indemnified Party shall deliver an Indemnity Notice with reasonable
promptness to the Indemnifying Party. If the Indemnifying Party notifies the
Indemnified Party that it does not dispute the claim described in such Indemnity
Notice or fails to notify the


                                      -20-



Indemnified Party within the Dispute Period whether the Indemnifying Party
disputes the claim described in such Indemnity Notice, the Loss arising from the
claim specified in such Indemnity Notice shall, subject to the provisions of
Section 7.01(c), be conclusively deemed a liability of the Indemnifying Party
under Section 7.01 and the Indemnifying Party shall, subject to the provisions
of Section 7.01(c), pay the amount of such Loss to the Indemnified Party on
demand following the final determination thereof. If the Indemnifying Party has
timely disputed its liability with respect to such claim, the Indemnifying Party
and the Indemnified Party shall proceed in good faith to negotiate a resolution
of such dispute, and if not resolved through negotiations, such dispute shall be
resolved in accordance with the dispute resolution provisions in Section 10.11.

          SECTION 7.03. Exclusivity. After the Closing, except in the event of
fraud, the indemnities set forth in this Article VII shall be the sole and
exclusive remedies of the Investor and their respective officers, directors,
employees, agents and Affiliates for any breach of representation or warranty or
nonfulfillment of or failure to perform any covenant or agreement made in or
pursuant to this Agreement, and the parties shall not be entitled to a
rescission of this Agreement or to any further indemnification rights or claims
of any nature whatsoever in respect thereof, all of which the parties hereto
hereby waive. No Person who was an officer, director or stockholder of the
Company or any of the Subsidiaries prior to the Closing or any of their
respective Affiliates shall have any liability to make any payment in respect of
any breach of any representation or warranty or non-performance of any covenant
or agreement made in or pursuant to this Agreement, except for the Company's
indemnification obligations under this Article VII.

          SECTION 7.04. No Consequential Damages. Anything herein to the
contrary notwithstanding, no party shall be liable under this Agreement or with
respect to the transactions contemplated hereby for any consequential,
exemplary, punitive, special, indirect or incidental damages, including loss of
profits or revenue or any multiple of damages.

          SECTION 7.05. Limitation of Liability. No recourse shall be had for
any claim based on or otherwise in respect of this Agreement or the transactions
contemplated hereby against any Person other than the Warrantors or the
Investor.

          SECTION 7.06. Payment. Notwithstanding anything to the contrary
contained in this Agreement, at the absolute discretion of the Investor, all
Losses suffered by the Investors may be settled by (a) payment of cash in an
amount equal to the Losses, or (b) the Company's allotment and issuance of such
number of Ordinary Shares equal to (i) the amount of Losses suffered by the
Investors divided by (ii) the fair market value of one Ordinary Share as
determined in good faith by the Board (with the consent of the Investor
Nominee); provided, that, in the event that the Investor decides to settle the
Losses in the form of Ordinary Shares as provided in clause (b) above, in lieu
the Ordinary Shares to be issued pursuant to clause (b) above, the Founder shall
have the option of transferring to the Investor such number of Ordinary Shares
held by the Holdco equal to (i) the amount of Losses suffered by the Investors
divided by (ii) the fair market


                                      -21-



value of one Ordinary Share as determined in good faith by the Board (with the
consent of the Investor Nominee); and provided, further that any such allotment,
issuance or transfer pursuant to clause (b) or (c), as the case may be, shall be
grossed up and shall not have any dilutive effect on the Investor.

                                  ARTICLE VIII

                                   TERMINATION

          SECTION 8.01. Termination. This Agreement may be terminated, and the
transactions contemplated hereby may be abandoned:

          (a) at any time before the Closing, by mutual written agreement of the
Company and the Investor; or

          (b) at any time after October 31, 2006, by the Company or the
Investor, upon notification to the non-terminating party by the terminating
party, if the Closing shall not have occurred on or before such date and such
failure to consummate is not caused by a breach of this Agreement by the
terminating party; provided, however, that on or before such date the parties
may mutually agree to extend such date until December 31, 2006.

          SECTION 8.02. Effect of Termination. If this Agreement is validly
terminated pursuant to Section 8.01, this Agreement shall forthwith become null
and void, and there shall be no liability or obligation on the part of the
Company or the Investor (or any of their respective officers, directors,
employees, agents or other Representatives or Affiliates) under this Agreement
or in connection with the transactions contemplated hereby, except that such
termination shall not relieve any breaching party from liability hereunder from
willful breach of any representation or warranty contained herein or any breach
of any covenant or agreement contained herein.

                                   ARTICLE IX

                                   DEFINITIONS

          SECTION 9.01. Defined Terms. As used in this Agreement, the following
defined terms have the meanings indicated below:

          "ACTIONS OR PROCEEDINGS" means any action, suit, proceeding,
arbitration or Governmental or Regulatory Authority investigation.

          "ACTUAL ANNUAL FINANCIAL STATEMENTS" has the meaning ascribed to it in
Section 2.09(a).

          "ACTUAL INTERIM FINANCIAL STATEMENTS" has the meaning ascribed to it
in Section 2.09(a).


                                      -22-



          "AFFILIATE" means any Person that directly, or indirectly through one
or more intermediaries, controls or is controlled by or is under common control
with the Person specified. For purposes of this definition, control of a Person
means the power, direct or indirect, to direct or cause the direction of the
management and policies of such Person whether by Contract or otherwise and, in
any event and without limitation of the previous sentence, any Person owning
fifty percent (50%) or more of the voting securities of another Person shall be
deemed to control that Person.

          "AGREEMENT" means this Series A Preferred Share Purchase Agreement,
the Disclosure Schedule, as supplemented and amended from time to time pursuant
to Section 6.03, the exhibits and annexes attached hereto.

          "ASSETS AND PROPERTIES" of any Person means all assets and properties
of every kind, nature, character and description (whether real, personal or
mixed, whether tangible or intangible, and wherever situated), including the
goodwill related thereto, operated, owned or leased by such Person.

          "BOOKS AND RECORDS" means all files, documents, instruments, papers,
books and records relating to the Business or Condition of the Company,
including without limitation financial statements, Tax returns and related work
papers and letters from accountants, budgets, pricing guidelines, ledgers,
journals, deeds, title policies, minute books, stock certificates and books,
stock transfer ledgers, Contracts, Licenses, operating data and plans.

          "BUSINESS" means the design, manufacture, sales, assembly,
installation and servicing of photovoltaic products engaged in by the Company,
directly or indirectly through the Subsidiaries.

          "BUSINESS DAY" means a day other than Saturday, Sunday or any day on
which banks located in Hong Kong are authorized or obligated to close.

          "BUSINESS OR CONDITION OF THE COMPANY" means the business, financial
condition or results of operations of the Company and the Subsidiaries taken as
a whole.

          "CLAIM NOTICE" means written notification pursuant to Section 7.02(a)
of a Third Party Claim as to which indemnity under Section 7.01 is sought by an
Indemnified Party, enclosing a copy of all papers served, if any, and specifying
the nature of and basis for such Third Party Claim and for the Indemnified
Party's claim against the Indemnifying Party under Section 7.01, together with
the amount or, if not then reasonably determinable, the estimated amount,
determined in good faith, of the Loss arising from such Third Party Claim.

          "CLOSING" means the closing of the transactions contemplated by
Article I.

          "CLOSING DATE" has the meaning ascribed to it in Section 1.02.


                                      -23-



          "COMPANY" has the meaning ascribed to it in the forepart of this
Agreement.

          "COMPANY INTELLECTUAL PROPERTY" has the meaning ascribed to it in
Section 2.16.

          "CONTRACT" means any agreement, lease, license, evidence of
Indebtedness, mortgage, indenture, security agreement or other contract.

          "CUT-OFF DATE" means, with respect to any representation or warranty
contained in this Agreement, the date on which such representation or warranty
ceases to survive as provided in Section 6.01.

          "DISCLOSURE SCHEDULE" means the records delivered or deemed to be
disclosed to the Investor on behalf of the Company herewith and dated as of the
date hereof, containing all lists, exceptions and other information and
materials as may be provided or deem to be provided pursuant to this Agreement,
as supplemented and amended from time to time pursuant to Section 6.03.

          "DISPUTE PERIOD" means the period ending twenty (20) days following
receipt by an Indemnifying Party of either a Claim Notice or an Indemnity
Notice.

          "ENVIRONMENTAL PERMITS" has the meaning ascribed to it in Section
2.20(b).

          "ENVIRONMENTAL LAWS" means all Laws of any jurisdiction in which the
Company or any Subsidiary conducts business or operations relating to pollution
and the environment generally.

          "EXPENSE SIDE LETTER" has the meaning ascribed to it in Section
5.02(k).

          "FINANCIAL STATEMENTS" means the drafts of the unaudited consolidated
balance sheets, income statements and statements of cash flow of Tianwei Yingli
for the years ended on December 31, 2003, 2004 and 2005 and for the six months
ended June 30, 2006, in each case, prepared in accordance with GAAP.

          "FOUNDERS" has the meaning ascribed to it in the Preamble.

          "GAAP" means generally accepted accounting principles in the United
States, consistently applied throughout the specified period and in the
immediately prior comparable period.

          "GOVERNMENTAL OR REGULATORY AUTHORITY" means any applicable court,
tribunal, arbitrator, authority, agency, commission, official or other
instrumentality of any jurisdiction in which a Person conducts business or
operations.


                                      -24-



          "HOLDCO" has the meaning ascribed to it in the Preamble.

          "ICC" has the meaning ascribed to it in Section 10.11(b).

          "INDEBTEDNESS" of any Person means all obligations of such Person (i)
for borrowed money, (ii) evidenced by notes, bonds, debentures or similar
instruments, (iii) under capital leases and (iv) in the nature of guarantees of
the obligations described in clauses (i) through (iii) above of any other
Person.

          "INDEMNIFIED PARTY" means any Person claiming indemnification under
any provision of Article VII.

          "INDEMNIFYING PARTY" means any Person against whom a claim for
indemnification is being asserted under any provision of Article VII.

          "INDEMNITY NOTICE" means written notification pursuant to Section
7.02(b) of a claim for indemnity under Article VII, specifying the nature of and
basis for such claim, together with the amount or, if not then reasonably
determinable, the estimated amount, determined in good faith, of the Loss
arising from such claim.

          "INTELLECTUAL PROPERTY" of any Person means all patents and patent
rights, trademarks and trademark rights, trade names and trade name rights,
service marks and service mark rights, service names and service name rights,
brand names, inventions, copyrights and copyright rights, know-how and all
pending applications for and registrations of patents, trademarks, service marks
and copyrights.

          "INVESTMENT ASSETS" of any Person means all debentures, notes and
other evidences of Indebtedness, stocks, securities (including rights to
purchase and securities convertible into or exchangeable for other securities),
interests in joint ventures and general and limited partnerships, mortgage loans
and other investment or portfolio assets owned of record or beneficially by such
Person (other than trade receivables generated in the ordinary course of
business of such Person).

          "INVESTOR" has the meaning ascribed to it in the forepart of this
Agreement.

          "IPO" has the meaning ascribed to it in Section 4.02(c).

          "KNOWLEDGE" means a party's actual knowledge after due and diligent
inquiries of officers, directors and other employees of such party reasonably
believed to have knowledge of the matter in question.

          "LAWS" means, with respect to a Person, all laws, statutes, rules,
regulations, ordinances and other pronouncements having the effect of law of any


                                      -25-



jurisdiction in which such Person conducts business or operations or of any
Governmental or Regulatory Authority.

          "LIABILITIES" means all Indebtedness, obligations and other
liabilities of a Person (whether absolute, accrued, contingent, fixed or
otherwise, or whether due or to become due).

          "LICENSES" means all licenses, permits, certificates of authority,
authorizations, approvals, registrations, franchises and similar consents
granted or issued by any Governmental or Regulatory Authority.

          "LIENS" means any mortgage, pledge, assessment, security interest,
lease, lien, levy, charge or other encumbrance of any kind, or any conditional
sale Contract, title retention Contract or other Contract to give any of the
foregoing.

          "LOSS" means any and all damages, fines, penalties, deficiencies,
losses and expenses (including without limitation interest, court costs,
reasonable fees of attorneys, accountants and other experts or other reasonable
expenses of litigation or other proceedings or of any claim, default or
assessment).

          "MATERIAL ADVERSE EFFECT" means an effect of any change, circumstance,
condition, development, effect, event, occurrence or state of facts that,
individually or in the aggregate, is or has been, or would reasonably be
expected to be, materially adverse to the Business or Condition of the Company,
other than an effect of any change, circumstance, condition, development,
effect, event, occurrence or state of facts relating to (i) economic, industry,
or securities market conditions generally, (ii) any change in Laws or regulatory
or political conditions affecting the solar energy industry generally, including
any acts of war or terrorist activities, (iii) any change in GAAP, or (iv) any
adverse change, effect, event, occurrence, state of facts or development arising
from or relating to compliance with the terms of this Agreement, or action
taken, or failed to be taken, to which the Investor has consented in writing.

          "OPTION" with respect to any Person means any security, right,
subscription, warrant, option, "phantom" stock right or other Contract that
gives the right to (i) purchase or otherwise receive or be issued any shares of
capital stock of such Person or any security of any kind convertible into or
exchangeable or exercisable for any shares of capital stock of such Person or
(ii) receive or exercise any benefits or rights similar to any rights enjoyed by
or accruing to the holder of shares of capital stock of such Person, including
any rights to participate in the equity or income of such Person or to
participate in or direct the election of any directors or officers of such
Person or the manner in which any shares of capital stock of such Person are
voted.

          "ORDER" means any writ, judgment, decree, injunction or similar order
of any Governmental or Regulatory Authority (in each such case whether
preliminary or final).


                                      -26-



          "PERMITTED LIEN" means (i) statutory Liens for current Taxes not yet
due and payable or Taxes being contested in good faith through appropriate
proceedings, (ii) mechanics', carriers', workers', repairers' and other similar
Liens imposed by Law arising or incurred in the ordinary course of business for
obligations not yet due, (iii) in the case of leases of vehicles and other
personal property, Liens which do not, individually or in the aggregate,
materially impair the use of such leased equipment or other personal property,
(iv) Liens incidental to the operation of the Business or the ownership by the
Company or any Subsidiary of any of their Assets and Properties which were (x)
not incurred in connection with the borrowing of money or the advance of credit
and which do not materially detract from the value of the assets encumbered
thereby or materially interfere with the use thereof, or (y) incurred prior to
the date hereof, (v) in the case of Licenses or other rights to use the Company
Intellectual Property, Liens or other restrictions arising from the terms
thereof, and (vi) Liens on leases of real property arising from the provisions
of such leases, including, in relation to leased real property, any agreements
and/or conditions imposed on the issuance of land use permits, zoning, business
licenses, use permits or other entitlements of various types issued by any
Governmental or Regulatory Authority, necessary or beneficial to the continued
use and occupancy of the Assets and Properties of the Company or any Subsidiary.

          "PERSON" means any natural person, corporation, limited liability
company, general partnership, limited partnership, proprietorship, other
business organization, trust, union, association or Governmental or Regulatory
Authority.

          "PRC" means the People's Republic of China.

          "PURCHASE PRICE" has the meaning ascribed to it in Section 1.03.

          "REPRESENTATIVES" means, with respect to any Person, such Person's
counsel, accountants, financial advisors, consultants and other representatives.

          "SERIES A PREFERRED SHARES" has the meaning ascribed to it in the
forepart of this Agreement.

          "SHARES" has the meaning ascribed to it in Section 1.01.

          "SHARE CERTIFICATE" has the meaning ascribed to it in Section 1.04.

          "SUBSIDIARY" means any Person in which the Company, directly or
indirectly, beneficially owns more than fifty percent (50%) of either the equity
interests in, or the voting control of, such Person, including without
limitation Tianwei Yingli.

          "TAXES" means any taxes, charges, fees, levies, other assessments, or
withholding taxes or charges imposed by any Governmental or Regulatory
Authority, and includes any interest and penalties on or additions to any such
Taxes and any expenses incurred in connection with the determination, settlement
or litigation of any Tax Liabilities.


                                      -27-



          "THIRD PARTY CLAIM" has the meaning ascribed to it in Section 7.02(a).

          "TIANWEI YINGLI" means Baoding Tianwei Yingli New Energy Resources
Co., Ltd., a company with limited liability organized under the laws of the PRC.

          "TRANSACTION DOCUMENTS" means this Agreement and each of the
agreements and documents set forth in Exhibit A attached hereto, including but
not limited to a Shareholders Agreement (the "SHAREHOLDERS AGREEMENT")
substantially in the form attached hereto as Exhibit B.

          "U.S. DOLLARS" or "US$" means the lawful currency of the United States
of America.

          "YINGLI GROUP" has the meaning ascribed to it in Section 1.05.

          "YINGLI GROUP SHARE PURCHASE AGREEMENT" has the meaning ascribed to it
in Section 1.05.

          SECTION 9.02. Construction of Certain Terms and Phrases. Unless the
context of this Agreement otherwise requires, (i) words of any gender include
each other gender; (ii) words using the singular or plural number also include
the plural or singular number, respectively; (iii) the terms "hereof," "herein,"
"hereby," "hereunder" and derivative or similar words refer to this entire
Agreement; (iv) the terms "Article" or "Section" refer to the specified Article
or Section of this Agreement; and (v) the phrase "ordinary course of business"
refers to the business of the Company consistent with past custom and practice.
Whenever this Agreement refers to a number of days, such number shall refer to
calendar days unless Business Days are specified. All accounting terms used
herein and not expressly defined herein shall have the meanings given to them
under GAAP. Any representation or warranty contained herein as to the
enforceability of a Contract (including this Agreement) shall be subject to the
effect of any bankruptcy, insolvency, reorganization, moratorium or other
similar Law affecting the enforcement of creditors' rights generally and to
general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

                                    ARTICLE X

                                  MISCELLANEOUS

          SECTION 10.01. Notices. All notices, requests and other communications
hereunder must be in writing and shall be deemed to have been duly given only if
delivered personally or by facsimile transmission or mailed (first class postage
prepaid) to the parties at the following addresses or facsimile numbers:


                                      -28-



          If to the Investor, to:

          Inspiration Partners Limited
          AZIA Center, Unit 2701B
          1233 Lujiazui Ring Road
          Shanghai P.R.China 200120
          Facsimile No.: +86 21 58767238
          Attn: Shujun Li and Donglei Zhou

          with a copy to:

          Paul, Hastings, Janofsky & Walker
          22/Fl Bank of China Tower
          1 Garden Rd.
          Central, Hong Kong
          Facsimile No.: 852 3192 9731
          Attn: Maurice Hoo, Esq.

          If to the Company, to:

          Yingli Green Energy Holding Company Limited
          No. 3055 Middle Fuxing Road
          Baoding, People's Republic of China
          Facsimile No.: +86 312 2151 881
          Attn: Conghui Liu

          and

          Simpson Thacher & Bartlett LLP
          7/F ICBC Tower
          3 Garden Road
          Central, Hong Kong
          Facsimile No.: +852-2869-7694
          Attn: Leiming Chen, Esq.

All such notices, requests and other communications shall (a) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (b) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (c) if delivered by
mail in the manner described above to the address as provided in this Section,
be deemed given upon receipt (in each case regardless of whether such notice,
request or other communication is received by any other Person to whom a copy of
such notice, request or other communication is to be delivered pursuant to this
Section). Any party from time to time may change its address, facsimile number
or other information for the purpose of notices to that party by giving notice
specifying such change to the other party hereto.


                                      -29-



          SECTION 10.02. Entire Agreement. This Agreement (including the
Disclosure Schedule, as supplemented and amended from time to time pursuant to
Section 6.03, the exhibits and annexes attached hereto) supersedes all prior
discussions and agreements between the parties with respect to the subject
matter hereof and contains the sole and entire agreement between the parties
hereto with respect to the subject matter hereof.

          SECTION 10.03. Expenses. Except as otherwise expressly provided in
this Agreement or in the Expense Side Letter, whether or not the transactions
contemplated hereby are consummated, each party shall pay its own costs and
expenses incurred in connection with the negotiation, execution and closing of
this Agreement and the transactions contemplated hereby and thereby.

          SECTION 10.04. Public Announcements. At all times at or before the
Closing, the Company and the Investor shall not issue or make any reports,
statements or releases to the public with respect to this Agreement or the
transactions contemplated hereby without the consent of the other, which consent
shall not be unreasonably withheld or delayed. If either party is unable to
obtain the approval of its public report, statement or release from the other
party and such report, statement or release is, in the opinion of legal counsel
to such party, required by Law in order to discharge such party's disclosure
obligations, then such party may make or issue the legally required report,
statement or release and promptly furnish the other party with a copy thereof.
The Company and the Investor shall also obtain the other party's prior approval
of any press release to be issued immediately following the Closing announcing
the consummation of the transactions contemplated by this Agreement.

          SECTION 10.05. Waiver. Any term or condition of this Agreement may be
waived at any time by the party that is entitled to the benefit thereof, but no
such waiver shall be effective unless set forth in a written instrument duly
executed by or on behalf of the party waiving such term or condition. No waiver
by any party of any term or condition of this Agreement, in any one or more
instances, shall be deemed to be or construed as a waiver of the same or any
other term or condition of this Agreement on any future occasion. All remedies,
either under this Agreement or by Law or otherwise afforded, shall be cumulative
and not alternative.

          SECTION 10.06. Amendment. This Agreement may be amended, supplemented
or modified only by a written instrument duly executed by or on behalf of each
party hereto.

          SECTION 10.07. No Third Party Beneficiary. The terms and provisions of
this Agreement are intended solely for the benefit of each party hereto and
their respective successors or permitted assigns, and it is not the intention of
the parties to confer third party beneficiary rights upon any other Person.

          SECTION 10.08. No Assignment; Binding Effect. Neither this Agreement
nor any right, interest or obligation hereunder may be assigned by any party


                                      -30-



hereto without the prior written consent of the other party hereto and any
attempt to do so shall be void, except that the Investor may assign any or all
of its rights, interests and obligations hereunder to an Affiliate, provided
that any such Affiliate agrees in writing to be bound by all of the terms,
conditions and provisions contained herein, but no such assignment shall relieve
the Investor of its obligations hereunder. Subject to the preceding sentence,
this Agreement is binding upon, inures to the benefit of and is enforceable by
the parties hereto and their respective successors and permitted assigns.

          SECTION 10.09. Enforcement of Agreement. Notwithstanding anything to
the contrary in this Agreement, the parties hereto agree that irreparable damage
for which monetary damages, even if available, would not be an adequate remedy
would occur in the event that any of the provisions of this Agreement (including
the failure by any party to take such actions as are required of it hereunder to
consummate this Agreement) was not performed in accordance with its specified
terms or was otherwise breached. It is accordingly agreed that the parties shall
be entitled to an injunction or other equitable relief to prevent breaches of
this Agreement and to enforce specifically the terms and provisions hereof in
any court of competent jurisdiction, this being in addition to any other remedy
to which they are entitled at law or in equity.

          SECTION 10.10. Headings. The headings used in this Agreement have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.

          SECTION 10.11. Governing Law; Dispute Resolution.

          (a) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to a contract executed and
performed in such jurisdiction, without giving effect to the conflicts of laws
principles thereof.

          (b) Any controversy or claim arising out of or relating to this
Agreement, or any breach of this Agreement, shall be initiated, maintained and
finally determined by binding arbitration under the rules of conciliation and
arbitration of the International Chamber of Commerce (the "ICC"); and the site
of the arbitration, unless the parties agree otherwise, shall be in Hong Kong.
The arbitral tribunal shall be appointed within thirty (30) days of the notice
of dispute, and shall consist of three arbitrators, one of which shall be
appointed by the Investor and one by the Company and the third by the Investor
and the Company jointly; provided, however, that if the Investor and the Company
shall be unable to select the third arbitrator within such thirty (30)-day
period, such third arbitrator shall be chosen by the International Court of
Arbitration of the ICC. Judgment upon any award rendered may be entered in any
court having jurisdiction thereof, or application may be made to such court for
a judicial acceptance of the award and an order of enforcement, as the case may
be. Any award pursuant to such proceeding shall be granted in U.S. Dollars. The
fees and costs of the arbitration shall be shared equally by all disputing
parties. The arbitrators shall award legal fees, disbursements and other
expenses to the prevailing party for such amounts as determined by the
arbitrators to be appropriate.


                                      -31-



          SECTION 10.12. Invalid Provisions. If any provision of this Agreement
is held to be illegal, invalid or unenforceable under any present or future Law,
and if the rights or obligations of any party hereto under this Agreement shall
not be materially and adversely affected thereby, (a) such provision shall be
fully severable, (b) this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof,
and (c) the remaining provisions of this Agreement shall remain in full force
and effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom.

          SECTION 10.13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                      [Signatures follow on the next page.]


                                      -32-



          IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by or on behalf of each party hereto as of the date first above
written.

                                     INSPIRATION PARTNERS LIMITED


                                     By: /s/ Shujun Li
                                         ---------------------------------------
                                     Name: Shujun Li
                                     Title: Director


                                     YINGLI GREEN ENERGY HOLDING COMPANY LIMITED


                                     By: /s/ Liansheng Miao
                                         ---------------------------------------
                                     Name: Liansheng Miao
                                     Title: Chairman and Chief Executive Officer


                                     YINGLI POWER HOLDING COMPANY LTD.


                                     By: /s/ Liansheng Miao
                                         ---------------------------------------
                                     Name: Liansheng Miao
                                     Title: Director


                                     /s/ Liansheng Miao
                                     -------------------------------------------
                                     Liansheng Miao



                                    EXHIBIT A

                          LIST OF TRANSACTION DOCUMENTS

Share Purchase Agreement, dated as of September 20, 2006, by and among
Inspiration Partners Limited, Yingli Green Energy Holding Company Limited,
Yingli Power Holding Company Ltd. and Mr. Liansheng Miao.

Expense Side Letter, dated as of September 20, 2006, by and between Inspiration
Partners Limited and Yingli Green Energy Holding Company Limited.

Joint Venture Contract, dated August 25, 2006, by and between Baoding Tianwei
Baobian Electric Co., Ltd. and Yingli Green Energy Holding Company Limited.

Share Purchase Agreement, dated August 25, 2006, by and between Baoding Yingli
Group, Co., Ltd. and Yingli Green Energy Holding Company Limited.



                                    EXHIBIT B

                             SHAREHOLDERS AGREEMENT

                              [SEPARATELY PROVIDED]



                                    EXHIBIT C

                 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

                              [SEPARATELY PROVIDED]

EX-4.5

                                                                     EXHIBIT 4.5

                                                                  EXECUTION COPY

                             SHAREHOLDERS AGREEMENT

                                      AMONG

                          INSPIRATION PARTNERS LIMITED,

                       YINGLI POWER HOLDING COMPANY LTD.,

                                 LIANSHENG MIAO

                                       AND

                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

                         DATED AS OF SEPTEMBER 20, 2006



                                Table of Contents

                                                                           
SECTION 1.  Certain Definitions............................................    1
SECTION 2.  Purchase Price Adjustment......................................    5
   2.1      The 2006 Adjustment............................................    5
   2.2      The 2007 Adjustment............................................    5
   2.3      Conversion.....................................................    6
SECTION 3.  Financial Statements and Reports; Information and
            Inspection Rights; Confidentiality.............................    6
   3.1      Financial Statements and Reports to Shareholders...............    6
   3.2      Information and Inspection Rights..............................    6
   3.3      Confidentiality................................................    7
SECTION 4.  Corporate Governance...........................................    7
   4.1      Board Composition..............................................    7
   4.2      Investor Representation at Subsidiaries........................    8
   4.3      Appointment of Chief Financial Officer.........................    8
   4.4      Audit Committee................................................    8
   4.5      Compensation Committee.........................................    8
   4.6      Meetings of the Board; Quorum; Telephonic Meetings.............    8
   4.7      Action by Written Consent......................................    8
   4.8      Expenses.......................................................    9
   4.9      Indemnification................................................    9
   4.10     Items Requiring Unanimous Consent..............................    9
SECTION 5.  Right of Participation.........................................    9
   5.1      Right of Participation With Respect to New Securities..........    9
   5.2      Issuance Notice................................................    9
   5.3      Sale of New Securities.........................................   10
SECTION 6.  Right of First Refusal; Co-Sale Right..........................   10
   6.1      Right of First Refusal.........................................   10
   6.2      Co-Sale Right..................................................   11
   6.3      Sale by the Existing Shareholder...............................   12
   6.4      No Adverse Effect..............................................   12
   6.5      Exempt Transfers...............................................   13
   6.6      Prohibited Transfer............................................   13
   6.7      Restrictions on the Transfer by Holders of the Series A
            Preferred Shares...............................................   13
SECTION 7.  Demand Registration............................................   13
   7.1      Request for Registration on Form Other Than Form F-3...........   13
   7.2      Request for Registration on Form F-3...........................   14
   7.3      Right of Deferral..............................................   14
   7.4      Registration of Other Securities in Demand Registration........   15
   7.5      Underwriting in Demand Registration............................   16
   7.6      Other Securities Laws in Demand Registration...................   17
   7.7      Other Registration Rights......................................   17
SECTION 8.  Piggyback Registration.........................................   17
   8.1      Notice of Piggyback Registration and Inclusion of
            Registrable Securities.........................................   17
   8.2      Underwriting in Piggyback Registration.........................   18





                                                                           
SECTION 9.  Expenses of Registration.......................................   19
SECTION 10. Termination of Registration Rights.............................   20
SECTION 11. Registration Procedures and Obligations........................   20
SECTION 12. Information Furnished by Holder................................   22
SECTION 13. Indemnification................................................   22
   13.1     Company's Indemnification of the Holders.......................   22
   13.2     Holder's Indemnification of Company............................   22
   13.3     Condition to Indemnity.........................................   23
   13.4     Indemnification Procedure......................................   23
   13.5     Contribution...................................................   24
   13.6     Conflicts......................................................   24
   13.7     Survival of Obligations........................................   24
SECTION 14. Lock-Up........................................................   24
SECTION 15. No Action Letter or Opinion of Counsel in lieu of
            Registration...................................................   25
SECTION 16. Reports Under the Exchange Act.................................   25
SECTION 17. Transfer of Rights.............................................   26
SECTION 18. Legend; Stop Transfer Instructions.............................   26
   18.1     Legend.........................................................   26
   18.2     Stop Transfer Instructions.....................................   27
SECTION 19. Covenants......................................................   27
SECTION 20. Conflict with Charter Documents................................   29
SECTION 21. Miscellaneous..................................................   29
   21.1     Governing Law..................................................   29
   21.2     Dispute Resolution.............................................   29
   21.3     Counterparts and Facsimile Execution...........................   30
   21.4     Headings.......................................................   30
   21.5     Notices........................................................   30
   21.6     Amendment of Agreement.........................................   31
   21.7     Severability...................................................   31
   21.8     Entire Agreement; Successors and Assigns.......................   31
   21.9     Assignability..................................................   31
   21.10    Termination....................................................   32




                                        3



                             SHAREHOLDERS AGREEMENT

          THIS SHAREHOLDERS AGREEMENT, dated as of September 20, 2006 (the
"AGREEMENT"), is entered into by and among Yingli Green Energy Holding Company
Limited, an exempted company organized under the laws of the Cayman Islands (the
"COMPANY"), Yingli Power Holding Company Ltd., an international business company
incorporated under the laws of the British Virgin Islands (the "HOLDCO") and Mr.
Liansheng Miao (together with the Holdco, collectively, the "EXISTING
SHAREHOLDER"), and Inspiration Partners Limited, an international business
company incorporated under the laws of the British Virgin Islands (the
"INVESTOR", and together with the Existing Shareholder, the "SHAREHOLDERS", and
together with the Existing Shareholder and the Company, the "PARTIES").

                                    RECITALS

     WHEREAS:

     (A) The Investor and the Company have entered into a Series A Preferred
Share Purchase Agreement as of even date herewith (the "PURCHASE AGREEMENT");

     (B) In order to induce the Company to enter into the Purchase Agreement and
to induce the Investor to invest funds in the Company pursuant to the Purchase
Agreement, the Parties desire to set forth certain rights and obligations of the
Existing Shareholders, the Investor and the Company as hereinafter provided; and

     (C) The respective obligation of the Company and the Investor to consummate
the transactions contemplated in the Purchase Agreement is conditioned upon the
execution and delivery by the Parties of this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the mutual promises,
covenants and agreements of the Parties contained herein, the Parties agree as
follows:

     SECTION 1. Certain Definitions. As used in this Agreement, the following
terms have the following respective meanings:

          "2006 ACTUAL EARNINGS" has the meaning set forth in Section 2.1 of
     this Agreement.

          "2007 ACTUAL EARNINGS" has the meaning set forth in Section 2.2 of
     this Agreement.

          "AFFILIATE" means, in respect of a Person, any other Person that
     directly or indirectly through one or more intermediaries, Controls, is
     Controlled by, or is under common Control with, such Person, including,
     without limitation, any general partner, officer or director of such Person
     and any venture capital fund now or hereafter existing which is controlled
     by or under common control with one or more general partners or shares the
     same management company with such Person.



          "AGREEMENT" has the meaning set forth in the preamble to this
     Agreement.

          "BLUE SKY" means the statutes of any state of the United States of
     America regulating the sale of corporate securities within that state.

          "BOARD" means the Company's board of directors as constituted from
     time to time.

          "BUSINESS DAY" means any day other than Saturday, Sunday or any other
     day on which banks in Hong Kong or the People's Republic of China (the
     "PRC") are authorized or required by law to close.

          "COMMISSION" means the United States Securities and Exchange
     Commission, as constituted from time to time, or any successor agency
     charged with administering the Securities Act and/or the Exchange Act.

          "CONTROL" with respect to any third Person means the possession,
     directly or indirectly, of the power or the ability to direct or cause the
     direction of the management and affairs of such third Person whether,
     through the ownership of voting securities, as trustee or executor, by
     contract or otherwise, including, without limitation, the ownership,
     directly or indirectly, of securities having the power to elect a majority
     of the board of directors or similar body of such third Person.

          "CONVERSION SHARES" has the meaning set forth in Section 3.2 of this
     Agreement.

          "CO-SALE RIGHT" has the meaning set forth in Section 6.2 of this
     Agreement.

          "DAMAGES" has the meaning set forth in Section 13.1 of this Agreement.

          "EXCHANGE ACT" means the United States Securities Exchange Act of
     1934, as amended, and the rules and regulations of the Commission
     promulgated thereunder, all as from time to time in effect.

          "FORM F-3" means Form F-3 issued by the Commission or any
     substantially similar form then in effect.

          "GROUP" means the Company, the Operating Subsidiary and their
     respective subsidiaries from time to time, and "GROUP COMPANY" means, as
     applicable, each of the Company, the Operating Subsidiary, and their
     respective subsidiaries from time to time.

          "HOLDER" means any holder of outstanding Registrable Securities.

          "INITIATING HOLDERS" means Holders who in the aggregate hold at least
     thirty-three percent (33%) of the Registrable Securities.

          "ICC" has the meaning set forth in Section 21.2 of this Agreement.

          "INVESTOR" has the meaning set forth in the preamble of this
     Agreement.


                                        2



          "INVESTOR NOMINEE" has the meaning set forth in Section 4.1(a) of this
     Agreement.

          "ISSUANCE NOTICE" has the meaning set forth in Section 5.2 of this
     Agreement.

          "MAJORITY SERIES A PREFERRED SHAREHOLDERS" has the meaning set forth
     in Section 5.1 of this Agreement.

          "NEW SECURITIES" means any shares of the Company, whether now
     authorized or not, and any rights, options, or warrants to purchase shares
     of the Company, and securities of any type whatsoever that are, or may
     become, convertible into shares of the Company, provided that "New
     Securities" does not include: (a) the Series A Preferred Shares purchased
     under the Purchase Agreement; (b) Ordinary Shares issuable upon conversion
     of the Series A Preferred Shares; (c) securities offered to the public
     pursuant to a Registration Statement; (d) Ordinary Shares issuable pursuant
     to the exercise of warrants, rights or options, issued or issuable to
     officers, directors, and employees of, and consultants to, any Group
     Company pursuant to the Company's employee stock option plans, provided
     that the number of such Ordinary Shares shall not exceed that certain
     percentage of the Ordinary Shares Equivalent then outstanding (the "PRIMARY
     ESOP PERCENTAGE"), which percentage shall be determined prior to the
     Closing (as defined in the Purchase Agreement) in accordance with the terms
     of the Purchase Agreement; (e) shares issued without consideration pursuant
     to a stock dividend, stock split, or similar transaction; and (f) all
     Ordinary Shares or other securities hereafter issued in connection with or
     as consideration for acquisition or licensing of technology.

          "ORDINARY SHARES" means the Company's Ordinary Shares, par value
     US$0.01 per share.

          "ORDINARY SHARES EQUIVALENT" means, collectively, the issued and
     outstanding Ordinary Shares and the Ordinary Shares into which the issued
     and outstanding Series A Preferred Shares and other securities are
     convertible.

          "OPERATING SUBSIDIARY" means Baoding Tianwei Yingli New Energy
     Resources Co., Ltd., a company with limited liability organized under the
     laws of the PRC.

          "PERSON" shall mean any individual, sole proprietorship, partnership,
     estate, trust, unincorporated organization, association, corporation,
     institution, public benefit corporation, entity, governmental or regulatory
     authority or other entity of any kind or nature.

          "PRIMARY ESOP PERCENTAGE" has the meaning set forth in subclause (d)
     of the definition of "New Securities" in this Section 1.

          "PRO RATA SHARE" means the ratio of: (a) the total number of Ordinary
     Shares Equivalent held by the Majority Series A Preferred Shareholders
     immediately before the proposed allotment and issue of New Securities to
     (b) the total number of Ordinary Shares Equivalent held by all shareholders
     of the Company immediately before the proposed allotment and issue of New
     Securities.


                                        3



          "QUALIFIED IPO" means the closing of the Company's first firm
     commitment, underwritten public offering of Ordinary Shares or shares
     representing Ordinary Shares in connection with which Ordinary Shares or
     shares representing Ordinary Shares are listed and become publicly traded
     on an internationally recognized securities exchange or the NASDAQ National
     Market, provided, however, that such listing shall result in net proceeds
     (after payment of the underwriters' discounts and commissions and the
     offering-related expenses) to the Company of at least US$50 million and (b)
     a total market capitalization of the Company of at least US$500 million.

          "REGISTER", "REGISTERED", and "REGISTRATION" means a registration of
     securities effected by preparing and filing a registration statement on
     Form F-1, S-1, SB-2, F-3 or S-3 in compliance with the Securities Act, or
     on any comparable form in connection with a registration in a jurisdiction
     other than the United States (collectively, a "REGISTRATION STATEMENT"),
     and the declaration or ordering of the effectiveness of that Registration
     Statement by the Commission.

          "REGISTRABLE SECURITIES" means (a) the Ordinary Shares issued or
     issuable upon conversion or exercise of any of the Series A Preferred
     Shares and (b) Ordinary Shares issued or issuable pursuant to stock splits,
     stock dividends and similar distributions to the Investor, or in exchange
     for or in replacement of the Ordinary Shares referred to clause (a) above,
     excluding in all cases, however, any Registrable Securities sold by a
     Person in a transaction in which its rights under Sections 7 or 8 hereof
     are not assigned or any shares for which registration rights have
     terminated pursuant to Section 10.

          "REGISTRATION EXPENSES" means all expenses incurred by the Company in
     complying with Section 7 or 8 of this Agreement, including, without
     limitation, all federal and state Registration, qualification, and filing
     fees, printing expenses, any fees, commissions, expenses and disbursements
     of underwriters customarily paid by similarly situated companies in
     connection with underwritten offerings of equity securities to the public,
     fees and disbursements of counsel for the Company and reasonable fees and
     disbursements of one special counsel for all Holders (if different from
     counsel to the Company), Blue Sky fees and expenses, and the expense of any
     special audits incident to or required by any Registration.

          "REGISTRATION STATEMENT" has the meaning set forth in the definition
     of "Registration," above.

          "RELATED PARTY" shall mean, with respect to any Person, (a) any
     Affiliate of such Person, (b) each Person that serves as a director,
     officer, partner, member, executor, or trustee of such Person (or in any
     other similar capacity), (c) any Person with respect to which such Person
     serves as a general partner or trustee (or in any other similar capacity),
     and (d) any Person that has direct or indirect beneficial ownership of
     voting securities or other voting interests representing at least ten
     percent (10%) of the outstanding voting power or equity securities or other
     equity interests (a "MATERIAL INTEREST") in such Person.


                                        4



          "RIGHT OF FIRST REFUSAL" has the meaning set forth in Section 6.1 of
     this Agreement.

          "RIGHT OF PARTICIPATION" has the meaning set forth in Section 5.1 of
     this Agreement.

          "SECONDARY ESOP PERCENTAGE" has the meaning set forth in Section
     6.5(a) of this Agreement.

          "SECURITIES ACT" means the United States Securities Act of 1933, as
     amended, and the rules and regulations of the Commission promulgated
     thereunder, all as from time to time in effect.

          "SELLING EXPENSES" means all underwriting discounts and selling
     commissions applicable to the sale of Registrable Securities pursuant to
     this Agreement.

          "SERIES A PREFERRED SHARE" means a Series A preferred share in the
     capital of the Company, par value of US $0.01 each.

          "SHARE" means any Ordinary Share or a Series A Preferred Share, as the
     case may be.

          "STOCK" has the meaning set forth in Section 6.1 of this Agreement.

          "TRANSFER NOTICE" has the meaning set forth in Section 6.1 of this
     Agreement.

          "EXISTING SHAREHOLDERS" has the meaning set forth in Section 6.1 of
     this Agreement.

          "UNDERWRITERS' REPRESENTATIVE" has the meaning set forth in Section
     7.5(a) of this Agreement.

          "US GAAP" means generally accepted accounting principles in the United
     States.

     SECTION 2. Purchase Price Adjustment.

          2.1 The 2006 Adjustment. If the Operating Subsidiary's consolidated
profit after taxes, excluding any non-recurring or extraordinary items, for the
year ended December 31, 2006 (the "2006 ACTUAL EARNINGS"), as determined by the
audited consolidated statements of income of the Operating Subsidiary for such
year as prepared by a "big four" accounting firm in accordance with US GAAP, is
less than US$35 million (or its RMB equivalent), the Existing Shareholder shall
transfer to the Investor, for no consideration, such number of Ordinary Shares
that the value of the Investor's ownership in the Company on a fully-diluted,
as-converted basis, immediately following such transfer, shall be equal to the
Investment Amount (as defined in the Purchase Agreement) divided by 51% of the
product of the 2006 Actual Earnings times eight (8).

          2.2 The 2007 Adjustment. If the Operating Subsidiary's consolidated
profit after taxes, excluding any non-recurring or extraordinary items, for the
year ended December 31,


                                        5



2007 (the "2007 ACTUAL EARNINGS"), as determined by the audited consolidated
statements of income of the Company for such year as prepared by a "big four"
accounting firm in accordance with US GAAP, is less than 1.5 times the 2006
Actual Earnings, the Existing Shareholder shall transfer to the Investor, for no
consideration, such number of Ordinary Shares that the value of the Investor's
ownership in the Company on a fully-diluted, as-converted basis, immediately
following such transfer, shall be equal to the Investment Amount (as defined in
the Purchase Agreement) divided by 51% of the product of the 2007 Actual
Earnings times 5.3.

          2.3 Conversion. Within the fifteen (15) days of a transfer of shares
under Section 2.1 or Section 2.2, the Existing Shareholder and the Company shall
cause, as soon as reasonably practicable, any Ordinary Shares transferred
pursuant to Section 2.1 or Section 2.2 hereof, as the case may be, to be
converted into Series A Preferred Shares at the conversion ratio applicable to
the date of such notice, as provided in the Company's Memorandum of Association.

     SECTION 3. Financial Statements and Reports; Information and Inspection
Rights; Confidentiality

          3.1 Financial Statements and Reports to Shareholders.

          (a) The Company shall keep true and accurate books of account and
records in accordance with US GAAP, and make available to the each holder of
Series A Preferred Shares (each, a "SERIES A SHAREHOLDER") in a form reasonably
acceptable to the Series A Stockholders: (i) within thirty (30) days after the
end of each month, an unaudited unconsolidated monthly income statement, balance
sheet, and cash flow statement of the Operating Subsidiary; (ii) within one
hundred twenty (120) days after the end of each fiscal year of the Company, an
audited consolidated balance sheet of the Company (or, in the case of financial
statements as of and for the year ended December 31, 2006, the Operating
Subsidiary) as of the end of such year and audited consolidated statements of
income and cash flow for such year, which year-end financial statements shall be
prepared in accordance with US GAAP consistently applied and accompanied by an
unqualified opinion of a "big four" firm of independent public accountants;
(iii) at least thirty (30) days prior to the end of each fiscal year of the
Group, the annual budget of the Group for the next fiscal year; and (iv) upon
the written request by the Investor, any other information as the Investor shall
reasonably request.

          (b) Notwithstanding anything in this Agreement to the contrary, the
Company may cease providing the information set forth in this Section 3.1(a)
during the period starting from the date sixty (60) days prior to the Company's
good faith estimate of the effective date of, and ending on a date one hundred
eighty (180) days after the effective date of, the Registration effecting the
Company' initial public offering pursuant to a Registration Statement, provided
that such estimated date of the Registration Statement is not postponed by more
than ninety (90) days.

          3.2 Information and Inspection Rights. The Company covenants and
agrees that, commencing on the date of this Agreement, for so long as the
Investor, together with its Affiliates, holds any Series A Preferred Shares
and/or Ordinary Shares issued upon the conversion of such Series A Preferred
Shares in an amount not less than thirty-three percent


                                        6



(33%) of the outstanding Series A Preferred Shares or Ordinary Shares issued
upon the conversion of such Series A Preferred Shares (as the case may be) (the
"CONVERSION SHARES"),

          (a) the Investor shall have standard inspection rights of the
facilities, records and books of the Group, including without limitation,
discussing the business, operations and conditions of the Group with its
directors, officers, employees, accountants, legal counsel and investment
bankers, provided that (i) such rights shall be exercised reasonably and at the
Investor's expense and (ii) the Company shall not be obligated to provide
information which it reasonably considers to be a trade secret or similar
sensitive proprietary information relating to the management and operations of
the Company or would adversely affect the attorney-client privilege between the
Company and its counsel; and

          (b) the Company shall, as soon as reasonably practicable, notify the
Investor of all matters which in the Company's reasonable opinion is reasonably
expected to cause a material adverse change to the ability of the Company and
its subsidiaries to conduct their respective businesses as now conducted or own,
use or lease their respective assets and properties as now owned, used or
leased.

          3.3 Confidentiality. The Investor agrees that it will keep
confidential and will not disclose, divulge or use for any purpose, other than
to monitor its investment in the Company, any confidential information obtained
from any Group Company pursuant to the terms of this Agreement, unless such
confidential information (i) is known or becomes known to the public in general
(other than as result of a breach of this Section 3.3) by the Investor), (ii) is
or has been independently developed or conceived by the Investor without use of
the Company's confidential information or (iii) is or has been made known or
disclosed to the Investor by a third party without a breach of any obligation of
confidentiality such third party may have to the Company; provided, however,
that the Investor may disclose confidential information (a) to its attorneys,
accountants, consultants and other professionals to the necessary to obtain
their services in connection with monitoring its investment in the Company, (b)
to any prospective investor of any Registrable Securities from the Investor as
long as such prospective investor agrees to be bound by the provisions of this
Section 3.3, (c) to any Affiliate, partner, member, stockholder or wholly owned
subsidiary of the Investor on a "need to know" basis, or (d) as may otherwise be
required by law, provided that the Investor takes reasonable steps to minimize
the extent of any such required disclosure. The Investor shall be liable for any
breach of this Section 3.3 by any person set forth in clauses (a), (b) and (c)
of the preceding sentence in this Section 3.3.

     SECTION 4. Corporate Governance.

          4.1 Board Composition.

          (a) If and for so long as the Investor, together with its Affiliates,
holds at least thirty-three percent (33%) of the Conversion Shares, the Investor
shall be entitled to appoint, and to remove from office and replace one (1)
person as director of the Company. The director of the Company appointed by the
Investor pursuant to the foregoing provisions is herein referred to as the
"INVESTOR NOMINEE." The Investor Nominee shall have the right to appoint
alternates or proxies to attend any meeting of the Board and to vote on matters
before the Board on the behalf


                                        7



of the Investors. If the Investor, together with its Affiliates, ceases to hold
at least thirty-three percent (33%) of the Conversion Shares, the Investor shall
remove the Investor Nominee, or cause the Investor Nominee to resign, from the
Board, in each case, immediately following the appointment by the Existing
Shareholder of a replacement director therefor.

          (b) The Existing Shareholder agrees that, at each meeting of the
shareholders of the Company called for the purpose of electing the members of
the Board, it shall vote all of its shares in the Company to elect the Series A
Director.

          4.2 Investor Representation at Subsidiaries. Of the number of
directors the Company is entitled to nominate, remove and replace in the
Operating Subsidiary, the Investor shall be entitled to nominate, and to remove
from office and replace one director of the Operating Subsidiary.

          4.3 Appointment of Chief Financial Officer. Subject to the prior
written consent of the Investor (which consent shall not be unreasonably
withheld), within sixty (60) days following the date of this Agreement, the
Company shall appoint the chief financial officer for employment with the
Company on a full-time basis, which officer shall be knowledgeable with respect
to the capital markets in the United States and shall be proficient in the
English language. The Investor agrees to use its best efforts to identify
qualified candidates for and facilitate the Company's timely appointment of a
chief financial officer pursuant to this Section 4.3.

          4.4 Audit Committee. The Company shall establish and maintain an Audit
Committee, which shall include at least the Investor Nominee.

          4.5 Compensation Committee. The Company shall establish and maintain a
Compensation Committee. The Compensation Committee shall make recommendations to
the full Board for such matters as management compensation, the Company's
benefit plans, and matters relating to the Company's option plans, if any, which
shall include at least the Investor Nominee.

          4.6 Meetings of the Board; Quorum; Telephonic Meetings. The Board
shall meet at least once every three calendar months. A quorum for any meeting
of the Board shall consist of more than fifty percent (50%) of all the
directors, at least one of which shall be the Investor Nominee. The quorum for
any committee meeting of the Board shall consist of at least the Investor
Nominee. The Directors may participate in a meeting of the Board by means of a
conference telephone or other communication equipment through which all persons
participating in such meeting can hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.

          4.7 Action by Written Consent. Any action required or permitted to be
taken by the Board, either at a meeting or otherwise, may be taken without a
meeting if the Directors unanimously consent thereto in writing and the writing
or writings are filed with the minutes of the meeting of the Board.


                                        8



          4.8 Expenses. The Company shall reimburse the Investor Nominee for all
reasonable expenses incurred by the Investor Nominee relating to Board's
activities, including but not limited to, expenses incurred to attend Board
meetings.

          4.9 Indemnification. The Company's Memorandum of Association shall
provide for indemnification for the directors of the Company to the extent
permissible under applicable law. The Company shall also purchase liability
insurance for the Investor Nominee and other directors, on terms and conditions
mutually acceptable to the Investor and the Company.

          4.10 Items Requiring Unanimous Consent. The Company and the Existing
Shareholder agree to procure that without the unanimous approval of the members
of the Board, the Company shall not:

          (a) allot or issue any New Securities or permit the allotment or
     issuance of any equity securities of any Group Company;

          (b) declare or pay any dividend or make distribution on any shares of
     the Company or permit any Group Company to make any distribution on its
     equity;

          (c) effect a recapitalization, reclassification or reorganization of
     its shares or the shares or register capital of any Group Company; and

          (d) amend the Articles of Association or Memorandum of Association of
     the Company, or the constitutional documents of the Operating Subsidiary or
     any of its subsidiaries.

     4.11 Governance of Subsidiaries. Each party hereto will use its
commercially reasonable efforts to procure that the Operating Subsidiary and any
other Group Company take actions only as directed or permitted by the Company's
Board of Directors.

     SECTION 5. Right of Participation.

          5.1 Right of Participation With Respect to New Securities. Subject to
the provisions of Sections 5.2 and 5.3, the Company grants to each of the
holders of Series A Preferred Shares then outstanding the right of participation
(the "RIGHT OF PARTICIPATION") to purchase its Pro Rata Share of New Securities
which the Company may, from time to time prior to the Qualified IPO, propose to
allot and issue; provided that the Right of Participation, with respect to each
such proposed allotment and issuance, is exercised by holders of Series A
Preferred Shares representing at least 50% of the Series A Preferred Shares in
the aggregate then outstanding (collectively, the "MAJORITY SERIES A PREFERRED
SHAREHOLDERS", and each such shareholder, a "MAJORITY SERIES A PREFERRED
SHAREHOLDER"). The Company shall offer to each of the Majority Series A
Preferred Shareholders for subscription up to its Pro Rata Share of the New
Securities on the same terms and at the same price at which the Company proposes
to allot and issue the New Securities.

          5.2 Issuance Notice. In the event the Company proposes to issue New
Securities, it shall give the holders of Series A Preferred Shares then
outstanding a written notice


                                        9



(the "ISSUANCE NOTICE") of its intention, describing the type of New Securities,
the price, the terms upon which the Company proposes to issue the same, an offer
for subscription the aggregate number of New Securities that such holders are
entitled to purchase pursuant to Section 5.1 of this Agreement, a statement that
such holders shall have thirty (30) days from the date of receipt of the
Issuance Notice to accept the offer for subscription under the Issuance Notice
(the "ISSUANCE NOTICE PERIOD), and a statement that no such holder shall be
entitled to exercise the Right of Participation unless the Majority Series A
Preferred Shareholders elect to exercise the Right of Participation. If the
Majority Series A Preferred Shareholders elect to exercise the Right of
Participation within the Issuance Notice Period, each of the holders of the
Series A Preferred Shares may elect to purchase up to its Pro Rata Share of the
New Securities for the price and upon the terms specified in the Issuance Notice
by (a) giving written notice to the Company within the Issuance Notice Period
and (b) sending payment for its Pro Rata Share of New Securities to the Company.

          5.3 Sale of New Securities. If the Majority Series A Preferred
Shareholders fail to exercise the Right of Participation within the Issuance
Notice Period, the Company shall have sixty (60) days thereafter to sell or
enter into an agreement (pursuant to which the sale of New Securities covered by
the Issuance Notice shall be closed, if at all, within thirty (30) days after
the date of such agreement) to allot and issue the New Securities, at a price
and upon general terms no more favorable to the subscriber of the New Securities
than specified in the Issuance Notice. If the number of New Securities which the
Majority Series A Preferred Shareholders elect to subscribe in the aggregate is
less the aggregate number of New Securities that the Series A Preferred
Shareholders are entitled to purchase as stated in the Issuance Notice, the
Company shall have sixty (60) days thereafter to sell or enter into an agreement
(pursuant to which the sale of New Securities covered by the Issuance Notice
shall be closed, if at all, within thirty (30) days after the date of such
agreement) to allot and issue up to such number of the New Securities as equal
to the difference between the number of New Securities which the Majority Series
A Preferred Shareholders elect to subscribe in the aggregate and the aggregate
number of New Securities that the Series A Preferred Shareholders are entitled
to purchase as stated in the Issuance Notice, at a price and upon general terms
no more favorable to the subscriber of the New Securities than specified in the
Issuance Notice. In the event the Company has not allotted and issued the New
Securities within this ninety (90) day period, the Company shall not thereafter
allot or issue any New Securities without first offering the New Securities to
holders of Series A Preferred Shares in the manner provided above.

     SECTION 6. Right of First Refusal; Co-Sale Right.

          6.1 Right of First Refusal.

          (a) Subject to the provisions of this Section 6.1 and Sections 6.5 and
6.7 of this Agreement, if the Existing Shareholder proposes to sell or otherwise
transfer, directly or indirectly ("TRANSFER"), any interest in any Ordinary
Shares or other voting securities of the Company now owned or subsequently
acquired by the Existing Shareholder (the "STOCK"), then each of the holders of
the Series A Preferred Shares shall have a right of first refusal (the "RIGHT OF
FIRST REFUSAL") to purchase the Stock proposed to be Transferred; provided that
the Right of Participation, with respect each such Transfer, is exercised by the
Majority Series A Shareholders.


                                       10



          (b) The Existing Shareholder shall give a written notice (the
"TRANSFER NOTICE") to each of the holders of the Series A Preferred Shares
describing fully the proposed Transfer, including the number of shares proposed
to be Transferred, the proposed Transfer price, the name and address of the
proposed Transferee and a statement that no such holder shall be entitled to
exercise the Right of First Refusal unless the Majority Series A Shareholders
elect to exercise the Right of First Refusal. The Transfer Notice shall be
accompanied by a written certification by the Existing Shareholder that the
proposed transferee is a bona fide purchaser and the Transfer Notice constitutes
a binding commitment of the Existing Shareholder and the proposed transferee,
with or without conditions, for the Transfer of that Stock subject to the Right
of First Refusal of the Majority Series A Shareholders.

          (c) The holders of Series A Preferred Shares shall then have the right
to purchase up to all of the Stock subject to the Transfer Notice at a price per
share equal to the proposed per share transfer price, by delivery of a notice of
exercise of the Right of First Refusal within thirty (30) days after the date
the Transfer Notice is delivered to such holders; provided that the Majority
Series A Preferred Shareholders exercise such right.

          6.2 Co-Sale Right.

          (a) General. If the Existing Shareholder proposes to Transfer any
Stock or any interest therein to any person or entity, each of the holders of
Series A Preferred Shares shall have the right, exercisable upon written notice
to the Existing Shareholder within thirty (30) days after the date the Transfer
Notice is delivered to such holder, to participate in such sale of Stock on
substantially the same terms and conditions applicable to the Existing
Shareholder (the "CO-SALE RIGHT"); provided, however, that (i) the Co-Sale
Right, with respect to each such Transfer, is exercised by the Majority Series A
Shareholders, and (ii) the Co-Sale Right shall not apply to any Transfer of
Stock to the Majority Series A Shareholders pursuant to the exercise of the
Right of First Refusal under Section 6.1. Notice of exercise of the Co-Sale
Right shall indicate the number of shares of Stock each holder of Series A
Preferred Shares wishes to Transfer under the Co-Sale Right and include an
acknowledgment that the Co-Sale Right may not be exercised by such holder unless
the Majority Series A Shareholders elect to exercise the Co-Sale Right. If the
Majority Series A Preferred Shareholders elect to exercise the Co-Sale Right,
the holders of Series A Preferred Shares may Transfer in the aggregate up to the
number of shares of Stock equal to the product obtained by multiplying the
aggregate number of shares of the Stock proposed to be Transferred as set out in
the Transfer Notice by a fraction, the numerator of which is the number of Stock
held in the aggregate by such Majority Series A Preferred Shareholders
immediately before the Transfer and the denominator of which is the total number
of shares of Stock held, in the aggregate, by the Existing Shareholder and such
Majority Series A Preferred Shareholders immediately before the Transfer. If the
Majority Series A Preferred Shareholders exercise their Co-Sale Right in
accordance with the terms and conditions set forth in this Section 6.2, the
Existing Shareholder may only Transfer its shares of Stock if the proposed
transferee completes the purchase of the shares which such Majority Series A
Preferred Shareholders seek to sell pursuant to the exercise of the Co-Sale
Right.

          (b) Delivery of Certificates. The Majority Series A Preferred
Shareholders shall effect their participation in the Transfer under this Section
6.2 by, promptly or no later than fifteen (15) days after the exercise of such
Majority Series A Preferred Shareholders of the Co-


                                       11



Sale Right, delivering to the Existing Shareholder for Transfer to the
prospective purchaser one or more certificates, properly endorsed for transfer,
which represent the type and number of shares of Stock which such Majority
Series A Preferred Shareholders elect to Transfer; provided, however, that if
the prospective purchaser objects to the delivery of Series A Preferred Shares
in lieu of Ordinary Shares, such Majority Series A Preferred Shareholders shall
first convert the Series A Preferred Shares into Ordinary Shares and deliver
Ordinary Shares as provided in this Section 6.2. The Company agrees to make any
such conversion concurrent with and contingent upon the actual Transfer of such
shares to the prospective purchaser.

          (c) Sales Proceeds. The stock certificate or certificates that the
Majority Series A Preferred Shareholders deliver to the Existing Shareholder
pursuant to Section 6.2(a) shall be transferred to the prospective purchaser in
consummation of the sale of the Stock pursuant to substantially the same terms
and conditions as specified in the Transfer Notice, and the Existing Shareholder
shall upon receiving the same from the prospective purchaser concurrently remit
to each of such Majority Series A Preferred Shareholders on a prorated basis
that portion of the sale proceeds to which such Majority Series A Preferred
Shareholder is entitled by reason of its participation in the Transfer. To the
extent that any prospective purchaser or purchasers prohibits assignment or
otherwise refuses to purchase shares or other securities from such Majority
Series A Preferred Shareholders, the Existing Shareholder shall not Transfer to
the prospective purchaser or purchasers any Stock unless and until,
simultaneously with the sale, the Existing Shareholder purchases those shares or
other securities from such Majority Series A Preferred Shareholders.

          (d) Purchase and Sales Agreement. The terms and conditions of any sale
pursuant to this Section 6.2 shall be memorialized in, and governed by, a
written purchase and sales agreement with customary terms and provisions for
such a transaction; provided that no Majority Series A Preferred Shareholder
shall be required to give any representations or warranties other than those
reasonably requested relating to its title in and ownership of the shares and
information relating to such Majority Series A Preferred Shareholder in
connection with complying with the relevant exemptions of the Securities Act.

          6.3 Sale by the Existing Shareholder. Subject to Section 6.6, if and
to the extent that the Majority Series A Preferred Shareholders do not exercise
its Right of First Refusal or Co-Sale Right with respect to the sale of the
Stock subject to the Transfer Notice within the relevant prescribed period, the
Existing Shareholder may, not later than ninety (90) days following delivery to
such Majority Series A Preferred Shareholders of the Transfer Notice, conclude a
bona fide Transfer of all of the Stock covered by the Transfer Notice on terms
and conditions not more favorable to the transferee or transferor than those
described in the Transfer Notice. Any proposed Transfer on terms and conditions
more favorable than those described in the Transfer Notice, as well as any
subsequent proposed transfer of any Stock by the Existing Shareholder, shall
again be subject to the Majority Series A Preferred Shareholders' Right of First
Refusal and Co-Sale Right and shall require compliance by the Existing
Shareholder with the procedures described in this Section 6.

          6.4 No Adverse Effect. The exercise or non-exercise by the Majority
Series A Preferred Shareholders of the Right of First Refusal or the Co-Sale
Right shall not adversely


                                       12



affect their rights to participate in subsequent transfers of Stock by the
Existing Shareholder subject to the provisions of this Section 6.

          6.5 Exempt Transfers.

          (a) Notwithstanding the foregoing, the Right of Refusal and the
Co-Sale Right shall not apply to (i) any transfer or transfers of Stock by the
Existing Shareholder to its Affiliates and (ii) the grant or sale by the
Existing Shareholder of up to a certain percentage of the Ordinary Shares (the
"SECONDARY ESOP PERCENTAGE") (which percentage shall be determined prior to the
Closing (as defined in the Purchase Agreement) in accordance with the terms of
the Purchase Agreement) to the Company's employees, provided that such employee
transferee shall agree to the same transfer restrictions set out in this Section
6.

          (b) Notwithstanding the foregoing, the Right of First Refusal or the
Co-Sale Right shall not apply to the sale of any Stock to the public pursuant to
a Registration Statement filed with, and declared effective by, the Commission
under the Securities Act (or with respect to a Registration in a jurisdiction
other than the United States, with or by an equivalent agency under applicable
law in such jurisdiction).

          6.6 Prohibited Transfer. No sale of the Stock to a transferee under
Section 6.5 shall be effective if a purpose or effect of such transfer shall
have been to circumvent the provisions in Sections 6.1 and 6.2. Each Shareholder
shall remain responsible for the performance of this Agreement by each
transferee of such Shareholder to whom the Stock is transferred. If any
Affiliate of any Shareholder to whom the Stock is transferred pursuant to
Section 6.5 ceases to be an Affiliate of such Shareholder from whom it acquired
such Stock pursuant to such provision, such Person shall re-convey such Stock to
such transferring Shareholder as soon as reasonably practicable after such
Person knows of its upcoming change of status immediately prior thereto. If such
change of status is not known until after its occurrence, the former Affiliate
shall make such transfer to such transferring Shareholder as soon as practicable
after the former Affiliate receives notice thereof.

          6.7 Restrictions on the Transfer by Holders of the Series A Preferred
Shares. Any Series A Preferred Shares, or any classes of shares of the Company,
held by the Investor are freely transferable, subject to restrictions under
applicable laws, provided, however, that (i) the Investor shall give advance
written notice to the Company with respect to a proposed transfer of such
shares; (ii) the Investor shall not transfer such shares to any Person whose
principal business is in direct competition with the principal business of the
Company at the time of such transfer, and (iii) for a period of one year (1)
following the date of this Agreement, the Investor (or its Affiliates) shall not
transfer shares of the Company representing, on an aggregated basis, more than
50% of the Series A Preferred Shares (as determined on a fully-converted basis)
to a Person other than Affiliates of the Investor without the prior written
consent of the Company, which consent shall not be unreasonably withheld.

     SECTION 7. Demand Registration.

          7.1 Request for Registration on Form Other Than Form F-3. Subject to
the terms of this Agreement, in the event that the Company receives from the
Initiating Holders at


                                       13



any time six (6) months after the closing of the Company's initial public
offering of Ordinary Shares under a Registration Statement (other than a
Registration of securities in a Rule 145 transaction or of securities being
offered to the employees of the Group Companies pursuant to a stock option,
stock purchase or similar plan, a Registration on any form that does not include
substantially the same information as would be required to be included in a
Registration Statement covering the sale of the Registrable Securities, or a
Registration in which the only Ordinary Shares issuable upon conversion of debt
securities that are also being Registered), a written request that the Company
effect any Registration with respect to Registrable Securities on a form other
than Form F-3 for an offering of the then outstanding Registrable Securities,
the Company shall (i) within ten (10) days of the receipt thereof, give written
notice of the proposed Registration to all other Holders, and (ii) as soon as
practicable, use commercially reasonable efforts to effect the Registration of
the Registrable Securities specified in the request, together with any
Registrable Securities of any Holder as are specified in a written request from
such Holder given within twenty (20) days after written notice from the Company.
The Company shall not be obligated to take any action to effect any Registration
pursuant to this Section 7.1 after the Company has effected three (3)
Registrations pursuant to this Section 7.1 and each Registration has been
declared effective. The substantive provisions of Section 7.5 shall be
applicable to the Registration initiated under this Section 7.1.

          7.2 Request for Registration on Form F-3. If the Initiating Holders
request that the Company file a Registration Statement on Form F-3 (or any
successor form to Form F-3, or any comparable form for a Registration in a
jurisdiction other than the United States) for a public offering, of shares of
Registrable Securities, the reasonably anticipated aggregate price to the public
of which, net of Selling Expenses, would not be less than US$5,000,000, and the
Company is a registrant entitled to use Form F-3 or comparable form to Register
the Registrable Securities for an offering, the Company shall use commercially
reasonable efforts to cause those Registrable Securities to be Registered for
the offering on that form and to cause those Registrable Securities to be
qualified in jurisdictions as the Holder or Holders may reasonably request. The
Company shall not be required to effect more than one Registration pursuant to
this Section 7.2 in any twelve (12) month period. The substantive provisions of
Section 7.5 shall be applicable to each Registration initiated under this
Section 7.2.

          7.3 Right of Deferral. Notwithstanding anything in this Section 7 to
the contrary, the Company shall not be obligated to file a Registration
Statement pursuant to this Section 7:

          (a) in any particular jurisdiction in which the Company would be
     required to execute a general consent to service of process in effecting
     that Registration, qualification, or compliance, unless the Company is
     already subject to service in that jurisdiction and except as may be
     required by the Securities Act or other applicable law in a jurisdiction
     other than the United States in which the Registration is being effected;

          (b) if the Company, within fifteen (15) days of the receipt of the
     request of any Initiating Holder(s), gives notice of its bona fide
     intention to effect the filing of a Registration Statement with the
     Commission or comparable regulatory agency for a Registration in a
     jurisdiction other than the United States (other than a Registration of
     securities in a Rule 145 transaction or of securities being offered to the
     employees of the


                                       14



     Group Companies pursuant to a stock option, stock purchase or similar plan,
     a registration relating to a corporate reorganization, a registration on
     any form that does not include substantially the same information as would
     be required to be included in a registration statement covering the sale of
     the Registrable Securities, or a registration in which the only Ordinary
     Shares being registered is Ordinary Shares issuable upon conversion of debt
     securities that are also being registered), then the Company shall have the
     right to defer such filing for a period of not more than one hundred twenty
     (120) days after receipt of the request of the Holders requesting
     Registration pursuant to Section 7.1 or Section 7.2, provided that the
     Company may not utilize this right more than once in every twelve (12)
     month period and that the Company shall not Register any other shares
     during such twelve (12) month period. Any Registration of Registrable
     Securities as a result of such efforts shall be deemed to have been
     initiated by the Company, not by the Initiating Holders under Section 7.1,
     and the original request by the Initiating Holders to Register Registrable
     Securities shall instead be deemed a request to include the Registrable
     Securities specified in the request in such Registration under Section 8;

          (c) within one hundred eighty (180) days immediately following the
     effective date of any Registration Statement pertaining to the securities
     of the Company (other than a Registration of securities in a Rule 145
     transaction or of securities being offered to the employees of the Group
     Companies pursuant to a stock option, stock purchase or similar plan, a
     Registration relating to a corporate reorganization, a Registration on any
     form that does not include substantially the same information as would be
     required to be included in a Registration Statement covering the sale of
     the Registrable Securities, or a Registration in which the only Ordinary
     Shares being Registered is Ordinary Shares issuable upon conversion of debt
     securities that are also being Registered); or

          (d) if the Company furnishes to those Holders a certificate signed by
     the President of the Company stating that in the good faith judgment of the
     Board it would be materially detrimental to the Company and its
     shareholders for a Registration Statement to be filed in the near future.
     Then the Company's obligation to use its commercially reasonable efforts to
     file a Registration Statement shall be deferred for a period not to exceed
     one hundred twenty (120) days from the receipt of the request to file the
     Registration by that Holder provided that the Company shall not exercise
     the right contained in this Section 7.3(d) more than once in any twelve
     (12) month period and provided further, that during such one hundred twenty
     (120) day period the Company shall not file a Registration Statement with
     respect to the public offering of securities of the Company (other than a
     Registration of securities in a Rule 145 transaction or of securities being
     offered to the employees of the Group Companies pursuant to a stock option,
     stock purchase or similar plan, a Registration on any form that does not
     include substantially the same information as would be required to be
     included in a Registration Statement covering the sale of the Registrable
     Securities, or a Registration in which the only Ordinary Shares issuable
     upon conversion of debt securities that are also being Registered).

          7.4 Registration of Other Securities in Demand Registration. Any
Registration Statement filed pursuant to the request of any Holder under this
Section 7 may,


                                       15



subject to the provisions of Section 7.5, include Ordinary Shares of the Company
other than Registrable Securities.

          7.5 Underwriting in Demand Registration.

          (a) Notice of Underwriting. If the Initiating Holders intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as a part of their request made
pursuant to this Section 7, and the Company shall include that information in
the written notice referred to in Section 7.1 or 7.2 of this Agreement. In such
event, the right of any Holder to Registration pursuant to this Section 7 shall
be conditioned upon such Holder's agreement to participate in the underwriting
arrangement required by this Section 7.5, and the inclusion of that Holder's
Registrable Securities in the underwriting to the extent provided herein. The
Company shall (together with all Holders proposing to distribute their
securities through the underwriting) enter into an underwriting agreement with
the representative (the "UNDERWRITERS' REPRESENTATIVE") of the underwriter or
underwriters selected for the underwriting by the Company and reasonably
acceptable to Holders of a majority of the Registrable Securities that are being
proposed to be distributed through such underwriting.

          (b) Inclusion of Other Holders in Demand Registration. If the Company,
officers or directors of the Company holding Ordinary Shares other than
Registrable Securities, or holders of securities other than Registrable
Securities, request inclusion of such Ordinary Shares or other securities in the
Registration, the Initiating Holders, to the extent they deem advisable and
consistent with the goals of that Registration, may, in their reasonable
discretion, on behalf of all Holders, offer to any or all of the Company, those
officers or directors, and the holders of securities other than Registrable
Securities that such Ordinary Shares or other securities be included in the
underwriting and may condition that offer on the acceptance by those persons of
the terms of this Section 7. If, however, the number of shares so included
exceeds the number of shares of Registrable Securities included by all Holders,
the Registration shall be treated as governed by Section 8 of this Agreement
rather than this Section 7, and it shall not count as a Registration for
purposes of this Section 7.

          (c) Marketing Limitation in Demand Registration. Notwithstanding
anything in this Section 7 to the contrary, if the Underwriters' Representative
advises the Initiating Holders in writing that marketing factors (including,
without limitation, the aggregate number of Ordinary Shares requested to be
Registered, the general condition of the market, and the status of the persons
proposing to sell securities pursuant to the Registration) require a limitation
of the number of shares to be underwritten, then the Initiating Holders shall so
advise all Holders of Registrable Securities which would otherwise be
underwritten pursuant hereto, and the number of shares of Registrable Securities
that may be included in the Registration and underwriting shall be allocated
among all Holders thereof in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities entitled to inclusion in that
Registration held by such Holders at the time of filing the Registration
Statement; provided that securities described in Section 7.5(b) shall first be
excluded from such Registration, and that at least twenty-five percent (25%) of
the Registrable Securities requested by the Initiating Holders to be included in
such Registration and underwriting shall be so included. No Registrable
Securities or other securities excluded from the underwriting by reason of this
Section 7.5(d) shall be included in


                                       16



such Registration Statement. To facilitate the allocation of shares in
accordance with the above provisions, the Company and the Underwriters'
Representative may round the number of shares allocated to any Holder to the
nearest one hundred (100) shares.

          (d) Right of Withdrawal in Demand Registration. If any Holder of
Registrable Securities, or a holder of other securities entitled (upon request)
to be included in such Registration, disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice to
the Company, the Underwriter's Representative, and the Initiating Holders
delivered at least seven (7) Business Days prior to the effective date of the
Registration Statement. The securities so withdrawn shall also be withdrawn from
the Registration Statement, and such securities shall not be transferred in a
public distribution prior to one hundred eighty (180) days after the effective
date of such Registration, or such other period of time as the underwriters may
require.

          7.6 Other Securities Laws in Demand Registration. In the event of any
Registration pursuant to this Section 7, the Company shall exercise its
commercially reasonable endeavors to Register and qualify the securities covered
by the Registration Statement under the securities laws of any other
jurisdictions in the United States as shall be reasonably appropriate for the
distribution of the securities; provided, however, that: (a) the Company shall
not be required to do business or to file a general consent to service of
process in any such state or jurisdiction; and (b) notwithstanding anything in
this Agreement to the contrary, in the event any jurisdiction in which the
securities shall be qualified imposes a non-waivable requirement that expenses
incurred in connection with the qualification of the securities be borne by
selling shareholders, the expenses shall be payable pro rata by the selling
shareholders.

          7.7 Other Registration Rights. The Company and the Existing
Shareholder hereby jointly and severally (i) represent and warrant to the Series
A Preferred Shareholders that the Company has not granted any rights to any
shareholder or other person with respect to the Registration of securities of
the Company and (ii) covenant that the Company will not, and the Existing
Shareholder will not permit the Company to, grant any such rights to any Person
without the prior written consent of Holders holding at least a majority of the
Registrable Securities.

     SECTION 8. Piggyback Registration.

          8.1 Notice of Piggyback Registration and Inclusion of Registrable
Securities. Subject to the terms of this Agreement, if the Company decides to
Register any of its Ordinary Shares (either for its own account or the account
of a security holder or holders exercising their respective demand registration
rights (other than Holders exercising their demand rights pursuant to Section 7
of this Agreement)) (other than a Registration relating solely to the sale of
securities to participants in a Company stock plan, a Registration relating to a
corporate reorganization or other transaction under Rule 145 of the Securities
Act, a Registration on any form that does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Registrable Securities, or a Registration in which the
only Ordinary Shares being registered is Ordinary Shares issuable upon
conversion of debt securities that are also being Registered), the Company
shall: (a) promptly give each Holder written notice thereof (which shall include
a list of the jurisdictions in which the Company intends to attempt to


                                       17



qualify those securities under the applicable Blue Sky or other securities
laws); and (b) include in that Registration (and any related qualification under
Blue Sky laws or other compliance), and in any underwriting involved therein,
all the Registrable Securities specified in a written request delivered to the
Company by any Holder within twenty (20) days after delivery of the written
notice from the Company. The Company shall have the right to terminate or
withdraw any Registration initiated by it under this Section 8 prior to the
effectiveness of such Registration whether or not any Holder has elected to
include securities in such Registration.

          8.2 Underwriting in Piggyback Registration.

          (a) Notice of Underwriting in Piggyback Registration. If the
Registration of which the Company gives notice is for a Registered public
offering involving an underwriting, the Company shall so advise the Holders as a
part of the written notice given pursuant to Section 8.1. In such event, the
right of any Holder to Registration shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in such underwriting to the extent provided in this
Section 8. All Holders proposing to distribute their securities through the
underwriting shall (together with the Company and any other holders distributing
their securities through the underwriting) enter into an underwriting agreement
with the Underwriter's Representative for such offering. The Holders shall have
no right to participate in the selection of the underwriters for an offering
pursuant to this Section 8.

          (b) Marketing Limitation in Piggyback Registration. Notwithstanding
anything in this Section 8 to the contrary, if the Underwriter's Representative
advises the Holders seeking Registration of Registrable Securities pursuant to
this Section 8 in writing that marketing factors (including, without limitation,
the aggregate number of Ordinary Shares requested to be Registered, the general
condition of the market, and the status of the persons proposing to sell
securities pursuant to the Registration) require a limitation of the number of
shares to be underwritten, the Underwriters' Representative (subject to the
allocation priority set forth in Section 8.2(c)) may:

               (i) in the case of the Company's initial public offering pursuant
          to a Registration Statement, exclude some or all Registrable
          Securities from the Registration and underwriting; and

               (ii) in the case of any Registered public offering subsequent to
          the initial public offering, limit the number of shares of Registrable
          Securities to be included in the Registration and underwriting, to not
          less than thirty-five percent (35%) of the Registrable Securities
          requested to be included in the Registration.

          (c) Allocation of Shares in Piggyback Registration. If the
Underwriter's Representative limits the number of shares to be included in a
Registration pursuant to Section 8.2(b), the number of shares to be included in
the Registration shall be allocated among all other Holders and other holders of
securities (other than Registrable Securities) requesting and legally entitled
to include securities in that Registration, in the following order of priority:

               (i) first, to the Company, to the extent it is offering shares
          for its own account; and


                                       18



               (ii) next, to Holders requesting inclusion of Registrable
          Securities in the offering, in proportion, as nearly as practicable,
          to the respective amounts of securities (including Registrable
          Securities), which such Holders would otherwise be entitled to include
          in the Registration; and

               (iii) next, to the other holders requesting inclusion of such
          securities (other than Registrable Securities) in the offering, in
          proportion, as nearly as practicable to the respective amounts of
          securities which such other holders would otherwise be entitled to
          include in the Registration.

          For any Registration subsequent to an initial public offering, the
number of Registrable Securities that may be included in the Registration and
underwriting under Section 8.2(b)(ii) shall not be reduced to less than
thirty-five percent (35%) of the aggregate Registrable Securities requested to
be included in the Registration without the prior consent of at least a majority
of the Holders who have requested their Registrable Securities be included in
the Registration and underwriting. No Registrable Securities or other securities
excluded from the underwriting by reason of this Section 8.2(c) shall be
included in the Registration Statement. To facilitate the allocation of shares
in accordance with the above provisions, the Company and the Underwriters'
Representative may round the number of shares allocated to any Holder to the
nearest 100 shares.

          (d) Withdrawal in Piggyback Registration. If any Holder disapproves of
the terms of any underwriting, the Holder may elect to withdraw therefrom by
written notice to the Company and the Underwriter's Representative delivered at
least seven days prior to the effective date of the Registration Statement. Any
Registrable Securities or other securities excluded or withdrawn from the
underwriting shall be withdrawn from the Registration.

     SECTION 9. Expenses of Registration. All Registration Expenses reasonably
incurred in connection with up to three (3) Registrations pursuant to Section
7.1 and unlimited Registrations pursuant to Sections 8.2 and 9 shall be borne by
the Company. All Registration Expenses incurred in connection with any other
Registration, qualification or compliance shall be apportioned among the
Holders, and other holders, including the Company, of the securities so
Registered on the basis of the number of shares Registered. Notwithstanding the
above, the Company shall not be required to pay for any expenses of any
Registration proceeding commenced pursuant to Section 7 if the Registration
request is subsequently withdrawn at the request of the Holders of a majority of
the Registrable Securities to be Registered (which Holders shall bear those
expenses), unless the Holders of a majority of the Registrable Securities agree
to forfeit their right to one (1) corresponding Registration pursuant to Section
7; provided, however, that if at the time of such withdrawal, such Holders have
learned of a material adverse change in the condition, business, or prospects of
the Company not known to such Holders at the time of their request for such
Registration, and have withdrawn their request for Registration with reasonable
promptness after learning of such material adverse change, then the Holders
shall not be required to pay any such expenses and such Registration shall not
constitute the use of a Registration under Section 7. All Selling Expenses shall
be borne by the holders of the securities Registered pro rata on the basis of
the number of shares Registered.


                                       19



     SECTION 10. Termination of Registration Rights. The rights of any Holder to
cause the Company to Register securities granted under Sections 7 and 8 and to
receive notices pursuant to Section 8 of this Agreement shall terminate on the
earlier of: (a) the date five (5) years a Qualified IPO; (b) with respect to
such Holder, after a Qualified IPO or the Company's initial public offering of
securities pursuant to a Registration Statement, if following such Qualified IPO
or initial public offering, such Holder, together with its Affiliates, holds
less than one percent (1%) of the outstanding Ordinary Shares, (c) with respect
to such Holder, when such Holder is eligible to sell all of the Registrable
Securities held by it (together with any Affiliate of such Holder with whom such
Holder must aggregate its sales under Rule 144) either (i) under Rule 144 within
any ninety (90) day period without volume limitations or (ii) under Rule 144(k),
or (d) with respect to such Holder's right with respect to Registration of
Registrable Securities in any jurisdiction other than the United States, when
that Holder is eligible to sell all of its Registrable Securities under a
provision of that jurisdiction's securities laws comparable to Rule 144 or
144(k).

     SECTION 11. Registration Procedures and Obligations. Whenever required
under this Agreement to effect the Registration of any Registrable Securities,
the Company shall, as expeditiously as reasonably possible:

          (a) Prepare and file with the Commission (or comparable regulatory
     agency with respect to a Registration in a jurisdiction other than the
     United States) a Registration Statement with respect to such Registrable
     Securities and use its commercially reasonable efforts to cause that
     Registration Statement to become effective, and, upon the request of the
     Holders of a majority of the Registrable Securities Registered thereunder,
     keep the Registration Statement effective for up to ninety (90) days, or if
     earlier, until the distribution contemplated by the Registration has been
     completed.

          (b) Prepare and file with the Commission (or comparable regulatory
     agency for a Registration in a jurisdiction other than the United States),
     such amendments and supplements to such Registration Statement and the
     prospectus used in connection with such Registration Statement as may be
     necessary to comply with the provisions of the Securities Act (or, with
     respect to a Registration in a jurisdiction other than the United States,
     other applicable law in a jurisdiction other than the United States) with
     respect to the disposition of all securities covered by such Registration
     Statement;

          (c) Furnish to the Holders the number of copies of a prospectus,
     including a preliminary prospectus, required by the Securities Act (or,
     with respect to a Registration in a jurisdiction other than the United
     States, other applicable law in a jurisdiction other than the United
     States), and such other documents as the underwriters may reasonably
     request in order to facilitate the disposition of such Registrable
     Securities;

          (d) Otherwise use its commercially reasonable efforts to comply with
     the Securities Act, the Exchange Act and any other applicable rules and
     regulations of the Commission, and make available to the securities
     holders, as soon as reasonably practicable, an earnings statement covering
     the period of at least twelve (12) months after the effective date of such
     Registration Statement, which earnings statement shall satisfy


                                       20



     Section 11(a) of the Securities Act and any applicable regulations
     thereunder, including Rule 158;

          (e) Use its commercially reasonable efforts to Register and qualify
     the securities covered by the Registration Statement under the securities
     or Blue Sky laws of any other jurisdictions as shall be reasonably
     requested by the Holders, provided that the Company shall not be required
     to qualify to do business or file a general consent to service of process
     in any such states or jurisdictions, and provided further that if any
     jurisdiction in which the securities shall be qualified imposes a
     non-waivable requirement that expenses incurred in connection with the
     qualification of the securities be borne by selling shareholders, such
     expenses shall be payable pro rata by selling shareholders;

          (f) Appoint a qualified independent underwriter, if necessary under
     the circumstances or if reasonably requested by the Holders of more than
     fifty percent (50%) of the Registrable Securities in any Registration made
     pursuant to the terms hereof;

          (g) In the event of any underwritten public offering, enter into and
     perform its obligations under an underwriting agreement, in usual and
     customary form, with the managing underwriter of such offering, provided
     that each Holder participating in the underwriting shall also enter into
     and perform its obligations under such an agreement;

          (h) Notify each Holder of Registrable Securities covered by the
     Registration Statement at any time when a prospectus relating thereto is
     required to be delivered under the Securities Act of the happening of any
     event as a result of which the prospectus included in the Registration
     Statement, as then in effect, includes an untrue statement of a material
     fact or omits to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading in the light of the
     circumstances then existing;

          (i) Provide a transfer agent and registrar for all Registrable
     Securities Registered pursuant to the Registration Statement and a CUSIP
     number for all such Registrable Securities, in each case not later than the
     effective date of such Registration;

          (j) Use its commercially reasonable efforts to furnish, at the request
     of any Holder requesting Registration of Registrable Securities pursuant to
     this Agreement, on the date that Registrable Securities are delivered to
     the underwriters for sale in connection with a Registration pursuant to
     this Agreement, (i) an opinion, dated the date of the sale, of the counsel
     representing the Company for the purposes of such Registration, in form and
     substance as is customarily given to underwriters in an underwritten public
     offering, and (ii) a "comfort" letter dated the date of the sale, from the
     independent certified public accountants of the Company, in form and
     substance as is customarily given by independent certified public
     accountants to underwriters in an underwritten public offering, addressed
     to the underwriters, if any; and

          (k) Use its commercially reasonable efforts to list the Registrable
     Securities on the primary exchange upon which similar securities issued by
     the Company are then traded.


                                       21



     SECTION 12. Information Furnished by Holder. It shall be a condition
precedent of the Company's obligations under this Agreement that each Holder of
Registrable Securities included in any Registration furnish to the Company
information regarding such Holder, the Registrable Securities held by it and the
distribution of such Registrable Securities proposed by such Holder as the
Company may reasonably request.

     SECTION 13. Indemnification.

          13.1 Company's Indemnification of the Holders. In the event any
Registrable Securities are included in a Registration Statement under this
Agreement, to the extent permitted by law, the Company shall indemnify each
Holder, each of its officers, directors, partners and legal counsel, and each
person controlling such Holder, with respect to which Registration,
qualification, or compliance of Registrable Securities has been effected
pursuant to this Agreement, and each underwriter, if any, and each person who
controls such underwriter within the meaning of Section 15 of the Securities Act
against all claims, losses, damages, liabilities, or actions in respect thereof
(collectively, "DAMAGES") arising out of or based upon any untrue statement (or
alleged untrue statement) of a material fact contained in any prospectus or
other document (including any related Registration Statement) incident to any
Registration, qualification, or compliance, or are based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or any violation by
the Company of any rule or regulation promulgated under the Securities Act,
Exchange Act, applicable Blue Sky laws, or other applicable laws in the
jurisdiction other than the United States in which the Registration occurred,
applicable to the Company and relating to action or inaction required of the
Company in connection with any Registration, qualification, or compliance, and
the Company shall reimburse each such Holder, its directors, partners, legal
counsel and independent accountant, each such underwriter, and each such person
who controls such Holder or any such underwriter, for any legal and any other
expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability, or action; provided, however, that the
indemnity contained in this Section 13.1 shall not apply to amounts paid in
settlement of any Damages if settlement is effected without the consent of the
Company (which consent shall not unreasonably be withheld); and provided,
further, that the Company will not be liable in any case to the extent that any
Damages arise out of or are based upon any untrue statement or omission based
upon written information furnished to the Company by a Holder, underwriter, or
controlling person and stated to be for use in connection with the offering of
securities of the Company.

          13.2 Holder's Indemnification of Company. In the event any Registrable
Securities are included in a Registration Statement under this Agreement, to the
extent permitted by law, each Holder shall, if Registrable Securities held by
that Holder are included in the securities as to which Registration,
qualification or, compliance is being effected pursuant to this Agreement,
indemnify the Company, each of its directors and officers, each legal counsel
and independent accountant of the Company, each underwriter, if any, of the
Company's securities covered by the Registration Statement, each person who
controls the Company or such underwriter within the meaning of Section 15 of the
Securities Act, and each other Holder, each of its officers, directors, and
constituent partners, and each person controlling such other Holder, against all
Damages arising out of or based upon any untrue statement (or alleged untrue
statement) of a material fact contained in any Registration Statement,
prospectus, offering


                                       22



circular, or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation by the Holder of any rule or
regulation promulgated under the Securities Act, Exchange Act, applicable Blue
Sky laws, or other applicable laws in the jurisdiction other than the United
States in which the Registration occurred, applicable to such Holder and
relating to action or inaction required of such Holder in connection with any
Registration, qualification, or compliance, and shall reimburse the Company,
such other Holders, directors, officers, partners, persons, law firms and
accounting firms, underwriters or control persons for any legal and any other
expenses reasonably incurred in connection with investigating or defending any
claim, loss, damage, liability, or action, in each case to the extent, but only
to the extent, that the untrue statement (or alleged untrue statement) or
omission (or alleged omission) or violation is made in that Registration
Statement, prospectus, offering circular, or other document in reliance upon and
in conformity with written information furnished to the Company by such Holder
and stated to be specifically for use in connection with the offering of
securities of the Company, provided, however, that the indemnity contained in
this Section 13.2 shall not apply to amounts paid in settlement of any Damages
if settlement is effected without the consent of such Holder (which consent
shall not be unreasonably withheld) and provided, further, that such Holder's
liability under this Section 13.2 shall not exceed the Holder's proceeds (less
underwriting discounts and selling commissions) from the offering of securities
made in connection with such Registration, except in the case of fraud or
willful misconduct by such Holder.

          The obligations of the Holders under this Section 13.2 shall be
several, and not joint and several, among the Holders whose Registrable
Securities are included in the Registration.

          13.3 Condition to Indemnity. The foregoing indemnity agreements of the
Company and the Holders are subject to the condition that, insofar as they
relate to any violation made in a preliminary prospectus but eliminated or
remedied in the amended prospectus on file with the Commission at the time the
Registration Statement in question becomes effective or the amended prospectus
filed with the Commission pursuant to Rule 424(b) (the "FINAL PROSPECTUS"), such
indemnity agreement shall not inure to the benefit of any person if a copy of
the Final Prospectus was furnished to the indemnified party and was not
furnished to the person asserting the loss, liability, claim or damage at or
prior to the time such action is required by the Securities Act.

          13.4 Indemnification Procedure. Promptly after receipt by an
indemnified party under this Section 13 of notice of the commencement of any
action, the indemnified party shall, if a claim is to be made against an
indemnifying party under this Section 13, notify the indemnifying party in
writing of the commencement thereof and generally summarize the action. The
indemnifying party shall have the right to participate in and to assume the
defense of that claim; provided, however, that the indemnifying party shall be
entitled to select counsel for the defense of the claim with the approval of any
parties entitled to indemnification, which approval shall not be unreasonably
withheld; provided further, however, that if either party reasonably determines
that there may be a conflict between the position of the Company and the Holders
in conducting the defense of the action, suit, or proceeding by reason of
recognized claims for indemnity under this Section 13, then counsel for such
party shall be entitled to conduct the defense to the extent reasonably
determined by counsel to be necessary to protect the interests of


                                       23



such party. The failure to notify an indemnifying party promptly of the
commencement of any action, if prejudicial to the ability of the indemnifying
party to defend the action, shall relieve the indemnifying party, to the extent
so prejudiced, of any liability to the indemnified party under this Section 13,
but the omission to notify the indemnifying party shall not relieve the party of
any liability that the party may otherwise have to any indemnified party
otherwise under this Section 13.

          13.5 Contribution. If the indemnification provided for in this Section
13 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any Damages, then the indemnifying party, in
lieu of indemnifying the indemnified party hereunder, shall contribute to the
amount paid or payable by the indemnified party as a result of those Damages in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party, on the one hand, and of the indemnified party, on the other
hand, in connection with the statements or omissions that resulted in Damages as
well as any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying or the indemnified party and the parties' relative
intent, knowledge, access to information, and opportunity to correct or prevent
the statement or omission. No Holder will be required to contribute any amount
in excess of the net proceeds received from the sale of all such Registrable
Securities offered and sold by such Holder pursuant to such Registration
Statement, except in the case of fraud or willful misconduct by such Holder; and
no person or entity guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from
any person or entity who was not guilty of such fraudulent misrepresentation.

          13.6 Conflicts. Notwithstanding the foregoing, to the extent that
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control; provided however, that the provision in any such
underwriting agreement pertaining to indemnification and contribution will be
(i) substantially similar to those contained herein, or (ii) typical of such
provisions found in underwriting agreements of companies similarly situated to
the Company.

          13.7 Survival of Obligations. The obligations of the Company and
Holders under this Section 13 shall survive the completion of any offering of
Registrable Securities in a Registration Statement under this Agreement or
otherwise. No indemnifying party, in the defense of any such claim or
litigation, shall, except with the consent of each indemnified party, consent to
entry of any judgment or enter into any settlement which admits fault on behalf
of the indemnified party or which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a
release from all liability with respect to such claim or litigation.

     SECTION 14. Lock-Up. Each Holder hereby agrees that, if requested by the
Company or the Underwriter's Representative (if any) in connection with the
Company's initial public offering, such Holder shall not sell, contract to sell,
make any short sale of, loan, grant any option for the purchase of, pledge,
charge or otherwise transfer or dispose of any Registrable


                                       24



Securities or other securities of the Company without the prior written consent
of the Company or the Underwriter's Representative, as the case may be, for such
period of time (not to exceed one hundred eighty (180) days) following the
effective date of a Registration Statement of the Company filed under the
Securities Act (or other applicable law in a jurisdiction other than the United
States in which a Registration occurred) as may be requested by the
Underwriter's Representative or pursuant to any regulations or rules of the
stock exchange on which shares of the Company are listed. The obligations of
Holders under this Section 14 shall be conditioned upon similar agreements being
in effect with each other shareholder who is an officer, director, or five
percent (5%) shareholder of the Company. The Company shall not release any of
the shareholders who is an officer, director, or five percent (5%) shareholder
of the Company from the lock-up without first releasing the Holders.

     SECTION 15. No Action Letter. Notwithstanding anything else in this
Agreement, if: (a) the Company obtains from the Commission (or comparable
regulatory agency in case of Registration in a jurisdiction other than the
United States) a "no-action" letter in which the Commission or such comparable
regulatory agency has indicated that it will take no action if, without
Registration under the Securities Act or comparable law, any Holder disposes of
Registrable Securities covered by any request for Registration made under
Section 7 of this Agreement in the specific manner in which the Holder proposes
to dispose of Registrable Securities included in that request (such as
including, without limitation, inclusion of the Registrable Securities in an
underwriting initiated by either the Company or the Holders) and that the
Registrable Securities may be sold to the public without Registration in
accordance with an established procedure or Rule-based "safe harbor" without
unreasonable legal risk or uncertainty, then the Registrable Securities included
in the request shall not be eligible for Registration under this Agreement. Any
Registrable Securities not so disposed of shall be eligible for Registration in
accordance with the terms of this Agreement with respect to other proposed
dispositions to which this Section 15 does not apply. The Registration rights of
the Holders of Registrable Securities set forth in this Agreement are
conditioned upon the conversion of the Registrable Securities with respect to
which Registration is sought into Ordinary Shares prior to the effective date of
the Registration Statement.

     SECTION 16. Reports Under the Exchange Act. With a view to making available
to Holders the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the Commission that may at any time permit a Holder
to sell securities of the Company to the public without Registration or pursuant
to a Registration on Form F-3, the Company agrees to:

          (a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times after ninety (90) days after
the effective date of the first Registration Statement filed by the Company for
the offering of its securities to the public so long as the Company is subject
to the periodic reporting requirements under Section 13 or 15(d) of the Exchange
Act;

          (b) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;


                                       25


          (c) furnish to any Holder, so long as the Holder owns any Registrable
Securities, promptly upon written request (i) a written statement by the Company
that it has complied with the reporting requirements of Rule 144 (at any time
after ninety (90) days after the effective date of the first Registration
Statement filed by the Company), the Securities Act, and the Exchange Act (at
any time after it has become subject to reporting requirements thereunder), or
that it qualifies as a registrant whose securities may be resold pursuant to
Form F-3 (at any time after it so qualifies); (ii) a copy of the most recent
annual or quarterly report of the Company and any other reports and documents
filed by the Company; and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the Commission
which permits the selling of any such securities without Registration or
pursuant to that form; and

          (d) with respect to a Registration in a jurisdiction other than the
United States, take actions similar to those set forth in paragraphs (a), (b),
(c) and (d) of this Section 16 with a view to making available to Holders the
benefits of the corresponding provision or provisions of that jurisdiction's
securities laws.

          (e) at the request of a Holder, use its best efforts to enable such
Holder to sell the maximum number of Registrable Securities permitted under Rule
144, including without limitation promptly issuing appropriate instructions to
the Company's share transfer agent to remove legends from such Holder's share
certificates, causing the Company's counsel to issue legal opinions to support
such instructions, and if applicable promptly issuing appropriate instructions
to the Company's share registrar and depository agent to convert such Holder's
shares into depository receipts or similar instruments to be deposited into such
Holder's brokerage account(s). The Company acknowledges that time is of the
essence with respect to its obligations under this Section 16(e), and that any
unreasonable delay will cause the Holders irreparable harm and constitutes a
material breach of its obligations hereunder.

     SECTION 17. Transfer of Rights. The rights to cause the Company to Register
Registrable Securities under this Agreement may be assigned (but only with all
related obligations) by a Holder to (i) another Holder of Registrable Securities
who already possesses registration rights granted under this Agreement, (ii) a
transferee or assignee acquiring five percent (5%) or more of the Ordinary
Shares Equivalent, (iii) an affiliated limited partnership, a limited partner,
or general partner or other Affiliates of a Holder, provided that (x) the
Company is, within reasonable time after such transfer, furnished with written
notice of the name and address of such transferee or assignee and the securities
with respect to which such registration rights are being assigned, (y) such
assignment shall be effective only if immediately following such transfer the
further disposition of such securities by the transferee or assignee is
restricted under the Securities Act and (z) such Holder shall procure that the
transferee or assignee of such Holder's Registrable Securities execute a deed of
adherence to this Agreement.

     SECTION 18. Legend; Stop Transfer Instructions.

          18.1 Legend. Each certificate representing shares or securities of the
Company now or hereafter owned by the Existing Shareholder, the Investor and any
transferee of such shares and securities shall be endorsed with the following
legend:


                                       26



          "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
     REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A
     SHAREHOLDERS AGREEMENT BY AND BETWEEN THE HOLDER HEREOF, THE COMPANY AND
     CERTAIN OTHER SHAREHOLDERS OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE
     OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY."

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO
     BE ISSUED UPON THEIR CONVERSION (IF APPLICABLE) HAVE NOT BEEN REGISTERED
     UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND MAY NOT
     BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF
     OF ANY U.S. PERSON, UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN
     EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. IN ORDER TO TRANSFER OR
     EXERCISE ANY INTEREST IN THESE SECURITIES, THE BENEFICIAL HOLDER MUST
     FURNISH TO THE COMPANY EITHER (A) A WRITTEN CERTIFICATION THAT IT IS NOT A
     U.S. PERSON AND THE PREFERRED SHARES ARE NOT BEING CONVERTED ON BEHALF OF A
     U.S. PERSON OR (B) A WRITTEN OPINION OF COUNSEL TO THE EFFECT THAT THE
     SECURITIES DELIVERED UPON CONVERSION OF THESE SECURITIES HAVE BEEN
     REGISTERED UNDER THE SECURITIES ACT OR THAT THE DELIVERY OF SUCH SECURITIES
     IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH
     BENEFICIAL HOLDER BY ACCEPTING AN INTEREST IN THESE SECURITIES AGREES THAT
     ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES OR THE SECURITIES TO BE
     ISSUED UPON CONVERSION OF SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN
     COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS
     GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."

          18.2 Stop Transfer Instructions. The Parties hereto agree that the
Company may instruct its transfer agent to impose transfer restrictions on the
shares represented by certificates bearing the legend referred to in Section
18.1 to enforce the provisions of this Agreement, and the Company agrees
promptly to do so. The legend shall be removed upon termination of this
Agreement.

     SECTION 19. Covenants.

          (a) In addition to any other rights provided by law and the provisions
of the Articles of Association or Memorandum of Association of the Company, the
Company and the Existing Shareholder shall not, and shall procure that the
Company and the Operating Subsidiary shall not, without first obtaining the
affirmative vote or written consent of the holders of a majority of the Series A
Preferred Shares then outstanding, voting as a single class, effect or otherwise
consummate any of the following:


                                       27



               (i) Issue or sell any equity, equity-related or debt securities
          of any Group Company, other than Ordinary Shares to be issued upon
          conversion of the Shares purchased by the Investor or upon the
          exercise of options granted under a stock option plan approved by the
          Board;

               (ii) Redeem, acquire or otherwise purchase any Ordinary Shares or
          any preferred stock or any other securities of the Company, or any
          equity or securities of other Group Companies, other than any such
          securities from an employee or consultant of the Company upon
          termination of such person's employment or consulting arrangement, as
          the case may be, with the Company or in connection with a corporate
          reorganization within the Group (as approved by the holders of a
          majority of the Series A Preferred Shares);

               (iii) Make any acquisitions, merger or consolidation, enter into
          a joint venture arrangement, incorporate any subsidiary unless such
          action is incurred pursuant to a budget or business plan approved by
          the Board and the Investor;

               (iv) Acquire any shares, securities or interests in any Person
          other than any of the Company's Affiliates, including any joint
          venture entities in which the Company or its Affiliates hold an equity
          interest, unless pursuant to a budget or business plan approved by the
          Board and the Investor;

               (v) Sell, lease, dispose of or otherwise transfer all or
          substantially all of the assets of any Group Company;

               (vi) Incur any indebtedness or assume any financial obligation or
          issue, assume, guarantee or create any liability for borrowed money in
          excess of US$3 million in aggregate at any time outstanding unless
          such liability is incurred pursuant to a budget or business plan
          approved by the Board and the Investor and in the ordinary course of
          business;

               (vii) Extend any loan to, or guarantee any indebtedness or
          financial obligations of, any Person other than any of the Company's
          Affiliates, including any joint venture entities in which the Company
          or its Affiliates hold an equity interest, unless pursuant to a
          business plan approved by the Board and the Investor;

               (viii) Approve or make any capital expenditure in excess of US$3
          million unless such capital expenditure is approved or made pursuant
          to a budget or business plan approved by the Board and the Investor;

               (ix) Enter into any transaction with the Existing Shareholder or
          any of its Affiliates, unless in connection with an employment or
          consulting arrangement with a Group Company approved by the
          Compensation Committee of the Board;

               (x) Approve annual budgets and business plans;


                                       28



               (xi) Appoint, terminate or change the terms of employment
          (including an increase in compensation in a twelve-month period by
          more than ten percent (10%) in the aggregate compared to the
          immediately preceding twelve-month period) with respect to the ten
          (10) most highly compensated employees of the Company;

               (xii) Amend, repeal or modify the Memorandum or Articles of
          Association of the Company, any equivalent articles of association or
          any by-laws, or other constitutional documents of any Group Company;

               (xiii) Declare or pay any dividends or any other distributions to
          any of the Shareholders;

               (xiv) Make any material change in the accounting methods or
          policies or appoint, remove or change the independent public
          accountants other than as required by applicable law, regulations or
          accounting standards;

               (xv) Dissolve, liquidate, wind up, recapitalize, reorganize or
          commence any bankruptcy proceedings with respect to any Group Company;
          or

               (xvi) Change the principal business activities of the Company or
          the Operating Subsidiary's registered capital other than through a
          Transfer to an Affiliate of the Company or the Operating Subsidiary.

          (b) Restrictions on Transfer. The Existing Shareholder undertakes to
the Investor that it will not transfer, alienate or dispose of any share capital
of the Operating Subsidiary held by it or otherwise create any Encumbrance on
any share capital of the Operating Subsidiary held by it without the written
consent of the Investor.

     SECTION 20. Conflict with Charter Documents. In the event of any conflict
or inconsistency between the provisions of this Agreement and the provisions of
the Company's Articles or Memorandum of Association or other constitutional
documents, the parties shall, notwithstanding the conflict or inconsistency, act
so as to effect the intent of this Agreement to the extent possible under the
circumstances and shall promptly take all reasonable steps to amend the
conflicting constitutional documents to conform to this Agreement to the extent
possible.

     SECTION 21. Miscellaneous.

          21.1 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of New York, without regard to principles of
conflicts of law.

          21.2 Dispute Resolution. Any controversy or claim arising out of or
relating to this Agreement, or any breach of this Agreement, shall be initiated,
maintained and finally determined by binding arbitration under the rules of
conciliation and arbitration of the International Chamber of Commerce (the
"ICC"); and the site of the arbitration, unless the parties agree otherwise,
shall be in Hong Kong. The arbitral tribunal shall be appointed within thirty
(30) days of the notice of dispute, and shall consist of three arbitrators, one
of which shall be appointed by the Investor and one by the Company and the third
by the Investor and the


                                       29



Company jointly; provided, however, that if the Investor and the Company shall
be unable to select the third arbitrator within such thirty (30)-day period,
such third arbitrator shall be chosen by the International Court of Arbitration
of the ICC. Judgment upon any award rendered may be entered in any court having
jurisdiction thereof, or application may be made to such court for a judicial
acceptance of the award and an order of enforcement, as the case may be. Any
award pursuant to such proceeding shall be granted in U.S. Dollars. The fees and
costs of the arbitration shall be shared equally by all disputing parties. The
arbitrators shall award legal fees, disbursements and other expenses to the
prevailing party for such amounts as determined by the arbitrators to be
appropriate.

          21.3 Counterparts and Facsimile Execution. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Any
counterpart or other signature delivered by facsimile shall be deemed for all
purposes as being a good and valid execution and delivery of this Agreement by
that party.

          21.4 Headings. The headings of the Sections of this Agreement are for
convenience and shall not by themselves determine the interpretation of this
Agreement.

          21.5 Notices. Except as may be otherwise provided herein, all notices,
requests, waivers and other communications made pursuant to this Agreement shall
be in writing and shall be conclusively deemed to have been duly given (i) when
hand delivered to the other party; (ii) when received when sent by facsimile at
the number set forth below (or hereafter amended by subsequent notice to the
parties hereto), with printed confirmation sheet verifying successful
transmission of the facsimile; (iii) ten (10) Business Days after deposit in the
mail as certified mail, postage prepaid and addressed to the other party as set
forth below; or (iv) five (5) Business Days after deposit with an overnight
delivery service, postage prepaid, addressed to the parties as set forth below,
provided that the sending party receives a confirmation of delivery from the
delivery service provider.

          (a)  If to the Investor, to:

               Inspiration Partners Limited
               AZIA Center, Unit 2701B
               1233 Lujiazui Ring Road
               Shanghai P.R.China 200120
               Facsimile No.: +86 21 58767238
               Attn: Shujun Li and Donglei Zhou

               with a copy to:

               Paul, Hastings, Janofsky & Walker
               22/Fl Bank of China Tower
               1 Garden Road
               Central, Hong Kong
               Facsimile No.: 852 3192 9731
               Attn: Maurice Hoo, Esq.


                                       30




          (b)  If to the Existing Shareholder or the Company, to:

               Yingli Power Holding Company Ltd.
               No. 3055 Middle Fuxing Road
               Baoding, People's Republic of China
               Facsimile No.: +86 312 2151 881
               Attn: Conghui Liu

               with a copy to:

               Simpson Thacher & Bartlett LLP
               7/F ICBC Tower
               3 Garden Road
               Central, Hong Kong
               Facsimile No.: +852-2869-7694
               Attn: Leiming Chen, Esq.

          Each person making a communication hereunder by facsimile shall
promptly confirm by telephone to the person to whom such communication was
addressed each communication made by it by facsimile pursuant hereto but the
absence of such confirmation shall not affect the validity of any such
communication. A party may change or supplement the addresses given above, or
designate additional addresses, for purposes of this Section 21.5 by giving the
other parties written notice of the new address in the manner set forth above.

          21.6 Amendment of Agreement. This Agreement may be amended at any time
by a written instrument signed by the Parties. No waivers of or exceptions to
any term, condition or provision of this Agreement, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition or provision.

          21.7 Severability. In case any provision of this Agreement shall be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

          21.8 Entire Agreement; Successors and Assigns. Except as specifically
referenced in this Agreement, this Agreement, together with any Exhibits to this
Agreement, constitute the entire contract among the Parties with respect to the
subject matter of this Agreement. Any prior or contemporaneous agreement,
discussion, understanding, or correspondence among the parties (including any
prior representations or warranties given by the Parties) regarding the purchase
of shares of the Company is superseded by this Agreement. Subject to the
exceptions specifically set forth in this Agreement, the terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
executors, administrators, heirs, successors, and assigns of the Parties to this
Agreement.

          21.9 Assignability. Subject to Section 18, the rights and obligation
under this Agreement shall not be assignable by any party without the prior
written consent of all the other Parties, except that the assignment by the
Investor of its rights and obligations hereunder to its


                                       31



Affiliates provided that any such Affiliate agrees in writing to be bound by all
of the terms, conditions and provisions contained herein.

          21.10 Termination. The provisions of this Agreement, except for
Sections 1, 2, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 20 and 21 and other
provisions that by their express terms survive termination, shall cease to have
effect immediately upon a Qualified IPO and no parties shall have any rights or
obligations under these provisions (save as excepted above) save for any
obligations arising in connection prior to the Qualified IPO.

                [Remainder of this page intentionally left blank]


                                       32



          IN WITNESS WHEREOF, each of the Parties hereto has caused this
Agreement to be duly executed by its respective authorized officers:

                                        INSPIRATION PARTNERS LIMITED


                                        By: /s/ Shujun Li
                                            ------------------------------------
                                        Name: Shujun Li
                                        Title: Director


                                        YINGLI POWER HOLDING COMPANY LTD.


                                        By: /s/ Liansheng Miao
                                            ------------------------------------
                                        Name: Liansheng Miao
                                        Title: Director


                                        YINGLI GREEN ENERGY HOLDING COMPANY
                                        LIMITED


                                        By: /s/ Liansheng Miao
                                            ------------------------------------
                                        Name: Liansheng Miao
                                        Title: Chairman and Chief Executive
                                               Officer


                                        /s/ Liansheng Miao
                                        ----------------------------------------
                                        Liansheng Miao

EX-4.6

                                                                     EXHIBIT 4.6

                               AMENDMENT AGREEMENT

     AMENDMENT No. 1 (this "Amendment"), dated as of September 28, 2006, is
entered into by and among Inspiration Partners Limited, an international
business company incorporated under the laws of the British Virgin Islands (the
"Investor"), Yingli Green Energy Holding Company Limited, an exempted company
with limited liability incorporated and existing under the laws of the Cayman
Islands (the "Company"), Yingli Power Holding Company Ltd., a company with
limited liability incorporated and existing under the laws of the British Virgin
Islands (the "Holdco"), and Mr. Liansheng Miao (together with the Holdco, the
"Founders") (all of the foregoing parties, collectively, the "Existing
Parties"), and TB Management Ltd., a business company incorporated under the
laws of the British Virgin Islands ("TB Management") to amend (1) the Series A
Preferred Share Purchase Agreement (the "Purchase Agreement"), dated as of
September 20, 2006, by and among the Existing Parties and (2) the Shareholders
Agreement dated as of September 20, 2006, by and among the Existing Parties (the
"Shareholders Agreement", and together with the Purchase Agreement, the
"Agreements"). Unless otherwise indicated below, capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Purchase
Agreement.

                                   WITNESSETH:

     WHEREAS, the parties have entered into the Agreements; and

     WHEREAS, pursuant to and in accordance with Section 10.06 of the Purchase
Agreement and Section 21.6 of the Shareholders Agreement, the parties wish to
amend the Agreements as set forth in this Amendment;

     NOW, THEREFORE, in consideration of the rights and obligations contained
herein, and for other good and valuable consideration, the adequacy of which is
hereby acknowledged, the parties agree as follows:

     Section 1. Employee Stock Option Plan. The Existing Parties agree that the
Primary ESOP Percentage (as defined in the Shareholders Agreement) shall be up
to five percent (5%) of all Ordinary Shares Equivalent (as defined in the
Shareholders Agreement) immediately after the Closing, excluding the Warrant
(namely, up to 3,394,054 Ordinary Shares), up to four percent (4%) of which
shall be in the form of restricted shares (namely, up to 2,715,243 Ordinary
Shares) and up to one percent (1%) of which shall be in the form of stock
options (namely, up to 678,811 Ordinary Shares). The Existing Parties agree that
such employee stock option plan, whether in the form of restricted shares or
stock options, shall be established in a form to the reasonable satisfaction of
the Investor. The Existing Parties further agree that the Secondary ESOP
Percentage (as defined in the Shareholders Agreement) shall be zero.

     Section 2. Warrant. The Company agrees to grant a warrant to TB Management
at Closing substantially in the form of Annex A hereto (the "Warrant").

     Section 3. Exhibit A to the Purchase Agreement. The following shall be
added to Exhibit A of the Purchase Agreement:



     "The Warrant, dated as of the Closing Date, granted by the Company at
Closing substantially in the form of Annex A to the Amendment Agreement, dated
as of September 27, 2006, among the parties hereto."

     Section 4. Registration Rights of the Shareholders Agreement.

     (a) TB Management agrees to adhere to and be bound by Sections 7 through
18, 21.2, 21.6, 21.8 and 21.9 of the Shareholders Agreement thereunder as if it
were a "Holder" or "Investor" (as the case may be) to the Shareholders
Agreement.

     (b) The Existing Parties agree that TB Management shall be entitled to the
benefit of all rights given in Sections 7 through 18, 21.2, 21.6, 21.8 and 21.9
of the Shareholders Agreement thereunder as if TB Management were a "Holder" or
"Investor" (as the case may be) to the Shareholders Agreement.

     (c) The Existing Parties agree that the definition of "Registrable
Securities" in the Shareholders Agreement shall be replaced in its entirety with
the following:

     "REGISTRABLE SECURITIES" means (a) the Ordinary Shares issued or issuable
upon conversion or exercise of any of the Series A Preferred Shares (b) the
Ordinary Shares issued or issuable upon the exercise of the Warrant, and (c)
Ordinary Shares issued or issuable pursuant to stock splits, stock dividends and
similar distributions to the Investor, or in exchange for or in replacement of
the Ordinary Shares referred to clause (a) or (b) above, excluding in all cases,
however, any Registrable Securities sold by a Person in a transaction in which
its rights under Sections 7 or 8 hereof are not assigned or any shares for which
registration rights have terminated pursuant to Section 10."

     Section 5. No Assignment; Binding Effect. Neither this Amendment nor any
right, interest or obligation hereunder may be assigned by any party hereto
without the prior written consent of the other party hereto and any attempt to
do so shall be void, except that the Investor may assign any or all of its
rights, interests and obligations hereunder to an Affiliate, provided that any
such Affiliate agrees in writing to be bound by all of the terms, conditions and
provisions contained herein, but no such assignment shall relieve the Investor
of its obligations hereunder. Subject to the preceding sentence, this Amendment
is binding upon, inures to the benefit of and is enforceable by the parties
hereto and their respective successors and permitted assigns.

     Section 6. No Third Party Beneficiary. The terms and provisions of this
Amendment are intended solely for the benefit of each party hereto and their
respective successors or permitted assigns, and it is not the intention of the
parties to confer third party beneficiary rights upon any other Person.

     Section 7. Entire Agreement. This Amendment constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties with respect to the subject matter hereof. Except as amended by this
Amendment, the Agreements shall continue in full force and effect.

     Section 8. Severability. If any term or other provision of this Amendment
is invalid, illegal or incapable of being enforced by any Law or public policy,
all other terms and provisions of this Amendment shall nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated by this Amendment is


                                       2



not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Amendment so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated by
this Amendment are consummated as originally contemplated to the greatest extent
possible.

     Section 9. Counterparts. This Amendment may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

     Section 10. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York applicable to a
contract executed and performed in such jurisdiction, without giving effect to
the conflicts of laws principles thereof.

     Section 11. Dispute Resolution. Any dispute arising from or in connection
with this Amendment shall be resolved in accordance with Section 21.2 of the
Shareholders Agreement.


                                       3



IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by or on
behalf of each party hereto as of the date first above written.

                                        INSPIRATION PARTNERS LIMITED


                                        By: /s/ Shujun Li
                                            ------------------------------------
                                        Name: Shujun Li
                                        Title: Director


                                        TB MANAGEMENT LTD.


                                        By: /s/ Shujun Li
                                            ------------------------------------
                                        Name: Shujun Li
                                        Title: Director


                                        YINGLI GREEN ENERGY HOLDING COMPANY
                                        LIMITED


                                        By: /s/ Liansheng Miao
                                            ------------------------------------
                                        Name: Liansheng Miao
                                        Title: Chairman and Chief Executive
                                               Officer


                                        YINGLI POWER HOLDING COMPANY LTD.


                                        By: /s/ Liansheng Miao
                                            ------------------------------------
                                        Name: Liansheng Miao
                                        Title: Director


                                        /s/ Liansheng Miao
                                        ----------------------------------------
                                        Liansheng Miao


                                       4



                                     ANNEX A

                                 FORM OF WARRANT

EX-4.7

                                                                     EXHIBIT 4.7

     THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED
PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL
AND STATE SECURITIES LAWS, THE WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE
OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

                    *****************************************

                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

                        ORDINARY SHARES PURCHASE WARRANT

                    *****************************************

     This certifies that, for good and valuable consideration, Yingli Green
Energy Holding Company Limited, a Cayman Islands corporation (the "Company"),
grants to TB Management Ltd., a business company incorporated under the laws of
the British Virgin Islands (the "TB Management"), the right to subscribe for and
purchase from the Company the number of validly issued, fully paid and
nonassessable shares (the "Warrant Shares") of the Company's Ordinary Shares,
$0.01 par value (the "Ordinary Shares") specified in Section 1.1 hereof, at the
purchase price per share (the "Exercise Price") determined as set forth in
Section 1.3 hereof, as may be adjusted in accordance with the terms hereof,
exercisable at any time and from time to time during the Exercise Period, as
defined in Section 1.6 hereof, all subject to the terms, conditions and
adjustments herein set forth. See Section 8 for definitions of certain terms
used herein.



     1. WARRANT TERMS GENERALLY.

     1.1 NUMBER OF WARRANT SHARES.

     Subject to Section 1.6 below, this Warrant shall enable the Warrantholder
to purchase six hundred seventy-eight thousand eight hundred and eleven
(678,811) Ordinary Shares, as such number may be adjusted pursuant to the terms
hereof.

     1.2 CASH EXERCISE OF WARRANT.

     Subject to Section 1.6, this Warrant may be exercised by the Warrantholder
by (i) the surrender of this Warrant to the Company, with a duly executed
Exercise Form specifying the number of Warrant Shares to be purchased, during
normal business hours on any Business Day during the Exercise Period and (ii)
the delivery of payment to the Company, for the account of the Company, (A) by
wire transfer of immediately available funds to a bank account specified by the
Company, of the Exercise Price for the number of Warrant Shares specified in the
Exercise Form in United States Dollars, (B) by forgiveness or the offsetting of
an amount of accounts receivable from the Company to the Warrantholder equal to
the Exercise Price for the number of Warrant Shares specified in the Exercise
Form in United States Dollars or (C) by any combination of the foregoing.
Subject to Section 1.6, the Company agrees that such Warrant Shares shall be
deemed to be issued to the Warrantholder as the record holder of such Warrant
Shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for the Warrant Shares as aforesaid. Subject
to Section 1.6, a stock certificate or certificates for the Warrant Shares
specified in the Exercise Form shall be delivered to the Warrantholder as
promptly as practicable, and in any event within 10 days thereafter. If this
Warrant shall have been exercised only in part, the Company shall, at the time
of delivery of the stock certificate or certificates, deliver to the
Warrantholder a new Warrant evidencing the rights to purchase the remaining
Warrant Shares, which new Warrant shall in all other respects be identical with
this Warrant. No adjustments shall be made on Warrant Shares issuable on the
exercise of this Warrant for any cash dividends paid or payable to holders of
record of Ordinary Shares prior to the date as of which the Warrantholder shall
be deemed to be the record holder of such Warrant Shares.

     1.3 EXERCISE PRICE.

     The Exercise Price shall be $2.1 per Warrant Share, as such price may be
adjusted from time to time pursuant to Section 6 hereof.

     1.4 PAYMENT OF TAXES. The issuance of certificates for Warrant Shares shall
be made without charge to the Warrantholder for any stock transfer or other
issuance tax in respect thereto.

     1.5 INFORMATION. Upon receipt of a written request from a Warrantholder,
the Company agrees to deliver promptly to such Warrantholder a copy of its
current financial statements and to provide such other information concerning
the Company as such Warrantholder may reasonably request in order to assist the
Warrantholder in evaluating the merits and risks of exercising the Warrant and
to make an informed investment decision in connection with such exercise.


                                      -2-



     1.6 EXERCISE PERIOD. This Warrant shall be exercisable, in whole or in
part, at any time and from time to time prior to the closing of the Company's
first firm commitment, underwritten public offering of Ordinary Shares or shares
representing Ordinary Shares in connection with which Ordinary Shares or shares
representing Ordinary Shares are listed and become publicly traded on an
internationally recognized securities exchange or the NASDAQ National Market
(such period, the "Exercise Period").

     2. RESTRICTIONS ON TRANSFER; RESTRICTIVE LEGENDS.

     2.1 RESTRICTIONS ON TRANSFER; COMPLIANCE WITH SECURITIES LAWS.

          (a) This Warrant and the Warrant Shares issued upon the exercise of
the Warrant are not assignable or transferrable except this Warrant (and all
rights hereunder) and the Warrant Shares issued upon the exercise of the Warrant
may be assigned or transferred, in whole or in part, to an Affiliate of the
Warrantholder, which shall thereafter be deemed to be the Warrantholder for all
purposes herein, provided, however, the Warrant Shares issued upon the exercise
of the Warrant may not be transferred or assigned in whole or in part without
compliance with all applicable federal and state securities laws by the
transferor and transferee.

          (b) The Warrantholder, by acceptance hereof, acknowledges that this
Warrant and the Warrant Shares to be issued upon exercise hereof are being
acquired solely for the Warrantholder's own account and not as a nominee for any
other party, and for investment, and that the Warrantholder will not offer, sell
or otherwise dispose of any Warrant Shares to be issued upon exercise hereof
except under circumstances that will not result in a violation of the Securities
Act or any state securities laws. Upon exercise of this Warrant, the
Warrantholder shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the Warrant Shares so purchased are being
acquired solely for the Warrantholder's own account and not as a nominee for any
other party, for investment, and not with a view toward distribution or resale.
The Warrantholder represents and warrants to the Company that the Warrantholder
is an "accredited investor" as that term is defined in Rule 501(a) of Regulation
D promulgated under the 1933 Act. The Warrantholder understands that the Warrant
and any Warrant Shares acquired upon exercise of this Warrant are being offered
and sold to the Warrantholder in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws
and that the Company is relying in part upon the truth and accuracy of, and the
Warrantholder's compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Warrantholder set forth herein in
order to determine the availability of such exemptions and the eligibility of
the Warrantholder to initially acquire the Warrant Shares.

     2.2 RESTRICTIVE LEGENDS. This Warrant shall (and each Warrant issued in
substitution for this Warrant issued pursuant to Section 4 shall) be stamped or
otherwise imprinted with a legend in substantially the following form:

          "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS
     WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND
     HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED
     UNDER APPLICABLE


                                      -3-



     FEDERAL AND STATE SECURITIES LAWS, THE WARRANT AND ANY SHARES ACQUIRED UPON
     THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN
     THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
     AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE
     TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

Except as otherwise permitted by this Section 2, each stock certificate for
Warrant Shares issued upon the exercise of any Warrant and each stock
certificate issued upon the direct or indirect transfer of any such Warrant
Shares shall be stamped or otherwise imprinted with a legend in substantially
the following form:

          "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
     APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ISSUED PURSUANT TO AN
     EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE
     SECURITIES LAWS, THE SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
     OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE
     SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF
     COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

     Notwithstanding the foregoing, the Warrantholder may require the Company to
issue a stock certificate for Warrant Shares without a legend if (i) such
Warrant Shares, as the case may be, have been registered for resale under the
Securities Act or sold pursuant to Rule 144 under the Securities Act (or a
successor rule thereto) or (ii) the Warrantholder has received an opinion of
counsel reasonably satisfactory to the Company that such registration is not
required with respect to such Warrant Shares. If either condition in the
foregoing sentence has been satisfied, the Company shall, without expense
(except for the payment of any applicable transfer tax) and as expeditiously as
possible, issue a new stock certificate not bearing such legend.

     2.3 REGISTRATION. The Warrant Shares shall be deemed to constitute
"Registrable Securities" defined in the Shareholders Agreement, as amended by
the Amendment Agreement, dated as of the same date hereof (the "Shareholders
Agreement"), among Inspiration Partners Limited, the Company, Yingli Power
Holding Company Ltd., Mr. Liansheng Miao and TB Management Ltd. The
Warrantholder shall be entitled to all registration rights contained in the
Shareholders Agreement in respect of the Warrant Shares.

     2.4 SPLIT-UP, COMBINATION AND EXCHANGE OF WARRANTS. This Warrant may be
split up, combined or exchanged for another Warrant or Warrants containing the
same terms to purchase a like aggregate number of Warrant Shares. If the
Warrantholder desires to split up, combine or exchange this Warrant, he or it
shall make such request in writing delivered to the Company and shall surrender
to the Company this Warrant and any other Warrants to


                                      -4-



be so split-up, combined or exchanged. Upon any such surrender for a split-up,
combination or exchange, the Company shall execute and deliver to the person
entitled thereto a Warrant or Warrants, as the case may be, as so requested. The
Company shall not be required to effect any split-up, combination or exchange
which will result in the issuance of a Warrant entitling the Warrantholder to
purchase upon exercise a fraction of an Ordinary Share or a fractional Warrant.
The Company may require such Warrantholder to pay a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any split-up,
combination or exchange of Warrants.

     3. RESERVATION OF SHARES

     The Company covenants and agrees that all Warrant Shares which are issuable
upon the exercise of this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable and free from all taxes, liens, security interests,
charges and other encumbrances with respect to the issue thereof, other than
taxes in respect of any transfer occurring contemporaneously with such issue.
The Company further covenants and agrees that, during the Exercise Period, the
Company will at all times have authorized and reserved, and keep available free
from preemptive rights, a sufficient number of Ordinary Shares to provide for
the exercise of the rights represented by this Warrant.

     4. EXCHANGE, LOSS OR DESTRUCTION OF WARRANT.

     Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant and, in the case of
loss, theft or destruction, of such bond or indemnification as the Company may
reasonably require, and, in the case of such mutilation, upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor. The term "Warrant" as used in this Agreement shall be deemed to
include any Warrants issued in substitution or exchange for this Warrant.

     5. OWNERSHIP OF WARRANT.

     The Company may deem and treat the person in whose name this Warrant is
registered as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary.

     6. CERTAIN ADJUSTMENTS.

     6.1 The number of Warrant Shares purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment as follows:

     (a) Share Dividends, Share Splits, or Share Subdivisions. If at any time
prior to the exercise of this Warrant in full (i) the Company shall fix a record
date for the issuance of any share dividend payable in Ordinary Shares or the
Company's assets (excluding cash dividends paid or payable solely out of
retained earnings) or (ii) the number of Ordinary Shares shall have been
increased by a subdivision or split-up of Ordinary Shares, then, on the record
date fixed for the determination of holders of Ordinary Shares entitled to
receive such dividend (without payment of additional consideration for such
dividend), or immediately after the effective date of subdivision or split-up,
as the case may be, the number of Ordinary Shares to be delivered upon exercise
of this Warrant will be increased so that the Warrantholder will be entitled to
receive the number of Ordinary Shares that


                                      -5-



such Warrantholder would have owned immediately following such action had this
Warrant been exercised immediately prior thereto, and the Exercise Price will be
adjusted as provided below in paragraph (f).

     (b) Combination of Stock. If at any time prior to the exercise of this
Warrant in full the number of Ordinary Shares outstanding shall have been
decreased by a combination of the outstanding Ordinary Shares, then, immediately
after the effective date of such combination, the number of Ordinary Shares to
be delivered upon exercise of this Warrant will be decreased so that the
Warrantholder thereafter will be entitled to receive the number of Ordinary
Shares that such Warrantholder would have owned immediately following such
action had this Warrant been exercised immediately prior thereto, and the
Exercise Price will be adjusted as provided below in paragraph (f).

     (c) Preservation of Purchase Rights in Certain Transactions. In case of any
reclassification, capital reorganization or other change of outstanding Ordinary
Shares (other than a subdivision or combination of the outstanding Ordinary
Shares and other than a change in the par value of the Ordinary Shares) or in
case of any consolidation or merger of the Company with or into another
corporation (other than merger with a subsidiary in which the Company is the
continuing corporation and that does not result in any reclassification, capital
reorganization or other change of outstanding Ordinary Shares of the class
issuable upon exercise of this Warrant) or in the case of any sale, lease,
transfer or conveyance to another corporation of the property and assets of the
Company as an entirety or substantially as an entirety, the Company shall, as a
condition precedent to such transaction cause such successor or purchasing
corporation, as the case may be, to execute with the Warrantholder an agreement
granting the Warrantholder the right thereafter, upon payment of the Exercise
Price in effect immediately prior to such action, to receive upon exercise of
this Warrant the kind and amount of shares and other securities and property
which he would have owned or have been entitled to receive after the happening
of such reclassification, change, consolidation, merger, sale or conveyance had
this Warrant been exercised immediately prior to such action. In the event that
in connection with any such reclassification, capital reorganization, change,
consolidation, merger, sale or conveyance, additional Ordinary Shares shall be
issued in exchange, conversion, substitution or payment, in whole or in part,
for, or of, a security of Company other than Ordinary Shares, any such issue
shall be treated as an issue of Ordinary Shares covered by the provisions of
Article 6. The provisions of this Section 6.1 shall similarly apply to
successive reclassifications, capital reorganizations, consolidations, mergers,
sales or conveyances.

     (d) Fractional Shares. No fractional Ordinary Shares or scrip shall be
issued to any Warrantholder in connection with the exercise of this Warrant.
Instead of any fractional Ordinary Shares that would otherwise be issuable to
such Warrantholder, the Company will pay to such Warrantholder a cash adjustment
in respect of such fractional interest in an amount equal to that fractional
interest of the fair market value of one Ordinary Share as of the date of
exercise as determined by the Board of Directors of the Company.

     (e) Carryover. Notwithstanding any other provision of this Section 6, no
adjustment shall be made to the number of Ordinary Shares to be delivered to the
Warrantholder (or to the Exercise Price) if such adjustment represents less than
1% of the number of shares to be so delivered, but any lesser adjustment shall
be carried forward and shall be made at the time and together with the next
subsequent adjustment which together


                                      -6-



with any adjustments so carried forward shall amount to 1% or more of the number
of shares to be so delivered.

     (f) Exercise Price Adjustment. Whenever the number of Warrant Shares
purchasable upon the exercise of the Warrant is adjusted, as herein provided,
the Exercise Price payable upon the exercise of this Warrant shall be adjusted
by multiplying such Exercise Price immediately prior to such adjustment by a
fraction, of which the numerator shall be the number of Warrant Shares
purchasable upon the exercise of the Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Warrant Shares
purchasable immediately thereafter.

     (g) No Duplicate Adjustments. Notwithstanding anything else to the contrary
contained herein, in no event will an adjustment be made under the provisions of
this Section 6 to the number of Warrant Shares issuable upon exercise of this
Warrant or the Exercise Price for any event if an adjustment having
substantially the same effect to the Warrantholder as any adjustment that
otherwise would be made under the provisions of this Section 6 is made by the
Company for any such event to the number of Ordinary Shares (or other
securities) issuable upon exercise of this Warrant.

     6.2 NO ADJUSTMENT FOR DIVIDENDS. Except as provided in Section 6.1, no
adjustment in respect of any dividends shall be made during the term of the
Warrant or upon the exercise of this Warrant.

     6.3 NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares or the
Exercise Price of such Warrant Shares is adjusted, as herein provided, the
Company shall promptly mail by first class, postage prepaid, to the
Warrantholder, notice of such adjustment or adjustments and a certificate of the
chief financial officer of the Company setting forth the number of Warrant
Shares and the Exercise Price of such Warrant Shares after such adjustment,
setting forth a brief statement of the facts requiring such adjustment and
setting forth the computation by which such adjustment was made.

     7. NOTICES OF CORPORATE ACTION.

     In the event of:

     (a) any taking by the Company of a record of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled
to receive any dividend or other distribution, or any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, or

     (b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any Change of Control or
any redemption or conversion of outstanding Ordinary Shares, or

     (c) any voluntary or involuntary dissolution, liquidation or winding-up of
the Company,

the Company will mail to the Warrantholder a notice specifying (i) the date or
expected date on which any such record is to be taken for the purpose of such
dividend, distribution or right and the amount and character of any such
dividend, distribution or right, (ii) the date or


                                      -7-



expected date on which any such reorganization, reclassification,
recapitalization, Change of Control, redemption or conversion of Ordinary
Shares, dissolution, liquidation or winding-up is to take place and the time, if
any such time is to be fixed, as of which the holders of record of Ordinary
Shares (or other securities) shall be entitled to exchange their Ordinary Shares
(or other securities) for the securities or other property deliverable upon such
reorganization, reclassification, recapitalization, Change of Control,
redemption or conversion of Ordinary Shares, dissolution, liquidation or
winding-up and (iii) that in the event of a Change of Control, the Warrants are
exercisable immediately prior to the consummation of such Change of Control.
Such notice shall be mailed at least 20 days prior to the date therein
specified, in the case of any date referred to in the foregoing subdivision (i),
and at least 20 days prior to the date therein specified, in the case of the
date referred to in the foregoing subdivision (ii).

     8. DEFINITIONS.

     As used herein, unless the context otherwise requires, the following terms
have the following respective meanings:

     Affiliate: means, in respect of the Warrantholder, any other Person that
directly or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such Person, including, without
limitation, any general partner, officer or director of such Person and any
venture capital fund now or hereafter existing which is controlled by or under
common control with one or more general partners or shares the same management
company with such Person.

     Business Day: any day other than a Saturday, Sunday or a day on which
national banks are authorized by law to close in Hong Kong.

     Change of Control: shall mean (i) the consolidation of the Company with or
merger of the Company with or into any other person in which the Company is not
the surviving corporation, (ii) the sale or conveyance of all or substantially
all of the assets of the Company to any other person, or (iii) any sale or
transfer of any capital stock of the Company after the date of this Agreement,
following which 50% of the combined voting power of the Company becomes
beneficially owned by one person or group acting together. For purposes of this
definition, "group" shall have the meaning as such term is used in Section
13(d)(1) under the Exchange Act.

     Company: Yingli Green Energy Holding Company Limited, an exempted company
with limited liability incorporated and existing under the laws of the Cayman
Islands.

     Control: with respect to any third Person means the possession, directly or
indirectly, of the power or the ability to direct or cause the direction of the
management and affairs of such third Person whether, through the ownership of
voting securities, as trustee or executor, by contract or otherwise, including,
without limitation, the ownership, directly or indirectly, of securities having
the power to elect a majority of the board of directors or similar body of such
third Person.

     Exchange Act: the Securities Exchange Act of 1934, as amended, or any
successor federal statute, and the rules and regulations of the SEC thereunder,
all as the same shall be in effect at the time. Reference to a particular
section of the Securities Exchange Act of


                                      -8-



1934, as amended, shall include a reference to a comparable section, if any, of
any successor federal statute.

     Exercise Form: an Exercise Form in the form annexed hereto as Exhibit A.

     Exercise Price: the meaning specified on the cover of this Warrant, as such
price may be adjusted pursuant to Section 6 hereof.

     Person: shall mean any individual, sole proprietorship, partnership,
estate, trust, unincorporated organization, association, corporation,
institution, public benefit corporation, entity, governmental or regulatory
authority or other entity of any kind or nature.

     SEC: the Securities and Exchange Commission or any other federal agency at
the time administering the Securities Act or the Exchange Act, whichever is the
relevant statute for the particular purpose.

     Securities Act: the Securities Act of 1933, as amended, or any successor
federal statute, and the rules and regulations of the SEC thereunder, all as the
same shall be in effect at the time. Reference to a particular section of the
Securities Act of 1933, as amended, shall include a reference to the comparable
section, if any, of any successor federal statute.

     Warrantholder: TB Management or its permitted assignees and transferees of
this Warrant pursuant to the terms hereof.

     Warrant Shares: the meaning specified on the cover of this Warrant, subject
to the provisions of Section 6.

     9. MISCELLANEOUS.

     9.1 ENTIRE AGREEMENT. This Warrant constitutes the entire agreement between
the Company and the Warrantholder with respect to this Warrant and the Warrant
Shares.

     9.2 BINDING EFFECTS; BENEFITS. This Warrant shall inure to the benefit of
and shall be binding upon the Company and the Warrantholder and their respective
successors. Nothing in this Warrant, expressed or implied, is intended to or
shall confer on any person other than the Company and the Warrantholder, or
their respective successors, any rights, remedies, obligations or liabilities
under or by reason of this Warrant.

     9.3 AMENDMENTS AND WAIVERS. This Warrant may not be modified or amended
except by an instrument or instruments in writing signed by the Company and the
Warrantholder. Either the Company or the Warrantholder may, by an instrument in
writing, waive compliance by the other party with any term or provision of this
Warrant on the part of such other party hereto to be performed or complied with.
The waiver by any such party of a breach of any term or provision of this
Warrant shall not be construed as a waiver of any subsequent breach.

     9.4 SECTION AND OTHER HEADINGS. The section and other headings contained in
this Warrant are for reference purposes only and shall not be deemed to be a
part of this Warrant or to affect the meaning or interpretation of this Warrant.


                                      -9-



     9.5 FURTHER ASSURANCES. Each of the Company and the Warrantholder shall do
and perform all such further acts and things and execute and deliver all such
other certificates, instruments and documents as the Company or the
Warrantholder may, at any time and from time to time, reasonably request in
connection with the performance of any of the provisions of this Agreement.

     9.6 NOTICES. All notices and other communications required or permitted to
be given under this Warrant shall be in writing and shall be deemed to have been
duly given upon personal delivery to the party to be notified, or when sent by
telecopier (with receipt confirmed and promptly confirmed by personal delivery,
first class mail, or courier), or internationally recognized overnight courier
service and addressed as follows (or at such other address as a party may
designate by notice to the other):

          If to the Warrantholder, to:

          TB Management Ltd.
          AZIA Center, Unit 2701B
          1233 Lujiazui Ring Road
          Shanghai P.R.China 200120
          Facsimile No.: +86 21 58767238
          Attn: Shujun Li and Donglei Zhou

          with a copy to:

          Paul, Hastings, Janofsky & Walker
          22/Fl Bank of China Tower
          1 Garden Rd.
          Central, Hong Kong
          Facsimile No.: 852 3192 9731
          Attn: Maurice Hoo, Esq.

          If to the Company, to:

          Yingli Green Energy Holding Company Limited
          No. 3055 Middle Fuxing Road
          Baoding, People's Republic of China
          Facsimile No.: +86 312 2151 881
          Attn: Conghui Liu

          and

          Simpson Thacher & Bartlett LLP
          7/F ICBC Tower
          3 Garden Road
          Central, Hong Kong
          Facsimile No.: +852-2869-7694
          Attn: Leiming Chen, Esq.

Except as otherwise provided herein, all such notices and communications shall
be deemed to have been received on the date of delivery thereof, if delivered
personally or by overnight


                                      -10-



courier or facsimile transmission (if promptly confirmed as stated above), or on
the third Business Day after the mailing thereof.

     9.7 SEVERABILITY. Any term or provision of this Warrant which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the terms and provisions of this Warrant or affecting the
validity or enforceability of any of the terms or provisions of this Warrant in
any other jurisdiction.

     9.8 GOVERNING LAW. This Warrant shall be deemed to be a contract made under
the laws of the State of New York (irrespective of its choice of law
principles).

     9.9 NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained in this
Warrant shall be determined as conferring upon the Warrantholder any rights as a
stockholder of the Company or as imposing any liabilities on the Warrantholder
to purchase any securities whether such liabilities are asserted by the Company
or by creditors or stockholders of the Company or otherwise.

     9.10 NO INCONSISTENT AGREEMENTS. The Company will not on or after the date
of this Warrant enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Warrantholder or otherwise conflicts
with the provisions hereof. The rights granted to the Warrantholder hereunder do
not in any way conflict with and are not inconsistent with the rights granted to
holders of the Company's securities under any other agreements.

     9.11 ATTORNEYS' FEES. In any action or proceeding brought to enforce any
provisions of this Warrant, or where any provision hereof is validly asserted as
a defense, the successful party shall be entitled to recover reasonable
attorneys' fees and disbursements in addition to its costs and expenses and any
other available remedy.

     9.12 DISPUTE RESOLUTION. Any controversy or claim arising out of or
relating to this Agreement, or any breach of this Agreement, shall be initiated,
maintained and finally determined by binding arbitration under the rules of
conciliation and arbitration of the International Chamber of Commerce (the
"ICC"); and the site of the arbitration, unless the parties agree otherwise,
shall be in Hong Kong. The arbitral tribunal shall be appointed within thirty
(30) days of the notice of dispute, and shall consist of three arbitrators, one
of which shall be appointed by the Warrantholder and one by the Company and the
third by the Warrantholder and the Company jointly; provided, however, that if
the Warrantholder and the Company shall be unable to select the third arbitrator
within such thirty (30)-day period, such third arbitrator shall be chosen by the
International Court of Arbitration of the ICC. Judgment upon any award rendered
may be entered in any court having jurisdiction thereof, or application may be
made to such court for a judicial acceptance of the award and an order of
enforcement, as the case may be. Any award pursuant to such proceeding shall be
granted in U.S. Dollars. The fees and costs of the arbitration shall be shared
equally by all disputing parties. The arbitrators shall award legal fees,
disbursements and other expenses to the prevailing party for such amounts as
determined by the arbitrators to be appropriate.

     9.13 NO IMPAIRMENT. The Company will not cooperate with or facilitate any
amendment of its Memorandum and Articles of Association or other constitutional
documents, or any reorganization, consolidation, merger, dissolution, issue or
sale of shares,


                                      -11-



sale of assets or any other voluntary action, so as to avoid or seek to avoid
the observance or performance of any of the terms of this Warrant, but will at
all times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Warrantholder against impairment. Without limiting the
generality of the foregoing, the Company (a) will use its best efforts to ensure
that the par value of any shares issuable upon the exercise of this Warrant will
not be increased above the amount payable therefor upon such exercise, and (b)
will take or procure the taking of all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and non-assessable Warrant Shares upon exercise of this Warrant.

     9.14 REPRESENTATIONS AND WARRANTIES. The Company covenants that the
representations and warrants set forth in Exhibit B hereto shall be true and
correct in all material respects as of the date of this Warrant.

      [remainder of page intentionally left blank; signature page follows]


                                      -12-



IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer as of September 28, 2006.

                                        YINGLI GREEN ENERGY HOLDING COMPANY
                                        LIMITED


                                        By: /s/ Liansheng Miao
                                            ------------------------------------
                                        Name: Liansheng Miao
                                        Title: Chairman and Chief Executive
                                               Officer

                            SIGNATURE PAGE TO WARRANT



                                                                       Exhibit A

                                  EXERCISE FORM

                 (To be executed upon exercise of this Warrant)

To: Yingli Green Energy Holding Company Limited

     The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant, to purchase ________________ Warrant Shares, and
tenders herewith payment of the purchase price (Exercise Price) in full in the
form of (complete as applicable):

     [ ]  cash (via wire transfer) or a certified or official bank check, to the
          order of Yingli Green Energy Holding Company Limited, in the amount of
          United States Dollars ______________ in accordance with the terms of
          this Warrant; and/or

     [ ]  forgiveness of accounts receivable of the Company to Warrantholder in
          the amount of United States Dollars ______________ in accordance with
          the terms of this Warrant.

The undersigned requests that a certificate (or certificates) for such Warrant
Shares be registered in the name of the undersigned and that such certificate
(or certificates) be delivered to the undersigned's address below.

     Dated:                    .
            -------------------


                                   Signature
                                             -----------------------------------

                                             -----------------------------------
                                                         (Print Name)

                                             -----------------------------------
                                                       (Street Address)

                                             -----------------------------------
                                             (City)        (State)    (Zip Code)

     If said number of shares shall not be all the shares purchasable under the
within Warrant, a new Warrant is to be issued in the name of said undersigned
for the balance remaining of the shares purchasable thereunder.



                                   ASSIGNMENT

                (To be executed only upon assignment of Warrant)

     For value received, ______________________________ hereby sells, assigns
and transfers unto the Assignee(s) named below the rights represented by such
Warrant to purchase number of Warrant Shares listed opposite the respective
name(s) of the Assignee(s) named below and all other rights of the Warrantholder
under the within Warrant, and does hereby irrevocably constitute and appoint
_____________________________ as attorney, to transfer said Warrant on the books
of the within-named Company with respect to the number of Warrant Shares set
forth below, with full power of substitution in the premises:



Name(s) of
Assignee(s)   Address                           No. of Warrant Shares
- -----------   -------------------------------   ---------------------
                                          



And if said number of Warrant Shares shall not be all the Warrant Shares
represented by the Warrant, a new Warrant is to be issued in the name of said
undersigned for the balance remaining of the Warrant Shares registered by said
Warrant.

Dated: ________________, _____


                                   Signature
                                              ----------------------------------
                                   Note: The above signature should correspond
                                         exactly with the name on the face of
                                         this Warrant



                                                                       Exhibit B

CORPORATE STATUS. The Company is organized under the laws of the Cayman Islands
and is duly incorporated, validly existing, and in good standing under the laws
of the Cayman Islands.

AUTHORIZATION. All corporate action on the part of the Company and its officers,
directors and shareholders necessary for the Company to execute and perform this
Warrant has been taken.

VALIDITY OF WARRANT. This Warrant is a legally valid and binding obligation of
the Company. Upon issuance, the Warrant Shares will be duly authorized, validly
issued, fully paid and non-assessable, and free of any liens or encumbrances
except for restrictions on transfer under the securities laws and any agreement
to which the Warrantholder becomes a party. The issuance of this Warrant and the
issuance of the Warrant Shares do not and will not violate any agreements to
which the Company is, or at the time of issuance will be, a party.

SUFFICIENT ORDINARY SHARES. The Company has a sufficient number of Ordinary
Shares to enable the issuance of the Warrant Shares. In the event the number of
authorized but unissued Ordinary Shares of the Company is not sufficient to
effect the issuance of Warrant Shares specified under the Exercise Notice at the
time of exercise, the Company shall promptly take all necessary actions to
increase its authorized but unissued Ordinary Shares to such number to be
sufficient for such purposes.

NO INCONSISTENT AGREEMENTS. The Company has not previously entered into, and
will not on or after the date of this Warrant enter into, any agreement with
respect to its securities that is inconsistent with this Warrant or that would
preclude the Company from discharging its obligations hereunder.

GOVERNMENTAL AND THIRD PARTY CONSENTS. All consents, approvals, orders,
authorizations, registrations, qualifications, designations, declarations or
filings with or from any governmental agency or authority or any other person or
entity required on the part of the Company in connection with the execution,
delivery or performance of this Warrant and the consummation of the transactions
contemplated herein have been obtained.

COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in violation of any
provision of its Memorandum or Articles of Association; any mortgage, indenture,
contract, agreement, instrument, judgment, decree or order; or any statute, rule
or regulation applicable to the Company. The execution, delivery and performance
of and compliance with this Warrant pursuant to the terms hereof, will not
result in any violation or be in conflict with or constitute a default under any
such provision, or result in the creation of any mortgage, pledge, lien,
encumbrance or charge upon any of the properties or assets of the Company
pursuant to any such provision.

EX-4.8

                                                                     Exhibit 4.8

                                                                  Execution Copy



                                13 NOVEMBER 2006



                  YINGLI GREEN ENERGY HOLDING COMPANY LIMITED.
                                   AS COMPANY



                                       and



                         DB TRUSTEES (HONG KONG) LIMITED
                                   AS TRUSTEE









                                   TRUST DEED



                                  CONSTITUTING



                          US$85,000,000 Bonds due 2008










                               (WHITE & CASE LOGO)



                                    CONTENTS

- --------------------------------------------------------------------------------




CLAUSE   HEADING                                                                                                   PAGE

                                                                                                             
1        Interpretation............................................................................................  2

2        Amount of the Bonds and Covenant to Pay...................................................................  4

3        Form of the Bonds and Certificates; Issue of the Bonds....................................................  5

4        Stamp Duties and Taxes....................................................................................  6

5        Further issues............................................................................................  6

6        Covenants relating to the Share Conversion................................................................  7

7        The Security..............................................................................................  7

8        Application of Moneys received by the Trustee............................................................  11

9        Covenants................................................................................................  12

10       Remuneration and Indemnification of the Trustee..........................................................  12

11       Provisions Supplemental to the Trustee Act 1925 and the Trustee Act 2000.................................  14

12       Trustee Liable for Negligence............................................................................  18

13       Waiver and Proof of Default..............................................................................  18

14       Trustee not Precluded from Entering into Contracts.......................................................  19

15       Modification.............................................................................................  19

16       Appointment, Retirement and Removal of the Trustee.......................................................  19

17       Currency Indemnity.......................................................................................  20

18       Communications...........................................................................................  21

19       Governing Law and Jurisdiction...........................................................................  22

20       Counterparts.............................................................................................  22

Schedule 1 Form of Certificate for Definitive Tranche A Bonds.....................................................  23

Schedule 2 Form of Certificate For Definitive Tranche B Bonds.....................................................  43

Schedule 3 Provisions for Meetings of Bondholders.................................................................  85

Schedule 4 Trustee's Powers In Relation To The Security...........................................................  91







THIS TRUST DEED is dated 13 November 2006 and made

BETWEEN:

(1)  YINGLI GREEN ENERGY HOLDING COMPANY LIMITED., (the "COMPANY"), a company
     incorporated in the Cayman Islands and having its registered office at the
     offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins
     Drive, P.O. Box 2681 GT, George Town, Grand Cayman, Cayman Islands; and

(2)  DB TRUSTEES (HONG KONG) LIMITED, (the "TRUSTEE", which expression, where
     the context so admits, includes all persons for the time being the trustee
     or trustees of this Trust Deed).

BACKGROUND:

(A)  The Company has, pursuant to resolution by its board of directors,
     authorised the issue of US$85,000,000 Bonds due 2008, comprising the
     Tranche A Bonds and the Tranche B Bonds.

(B)  The Trustee has agreed to act as trustee of this Trust Deed on the
     following terms and conditions.

THIS DEED WITNESSES AND IT IS DECLARED as follows:

1    INTERPRETATION

     1.1  DEFINITIONS: Terms defined in the Conditions, the Notes Conditions
          and the Notes Trust Deed have the same meanings where used herein
          unless separately defined herein. In addition, the following
          expressions have the following meanings:

          "AGENTS" means the Principal Agent, the Registrar, and the other
          paying, conversion and transfer agents appointed under the Agency
          Agreement, at their specified offices, and their Successors;

          "AUTHORISED OFFICER" means any Director or Attorney of the Company
          who has been authorised by the Company to sign the certificates
          required under the Trust Deed on behalf of, and so as to bind, the
          Company;

          "CONDITIONS" means the terms and conditions set out in Schedule 1 (in
          the case of the Tranche A Bonds) and Schedule 2 (in the case of the
          Tranche B Bonds) as from time to time modified in accordance with
          this Trust Deed, and any reference to a particularly numbered
          Condition shall be construed accordingly;

          "DIRECTORS" means the directors of the Company;

          "EXTRAORDINARY RESOLUTION" has the meaning set out in Schedule 3;


                                       2


          "INITIAL PURCHASER" means Yingli Power Holding Ltd. as initial
          purchaser under the Subscription Agreement;

          "MCB REDEMPTION SUBACCOUNT" means the subaccount of the Issuer
          Account of that name established pursuant to the First Escrow
          Agreement;

          "NOTES TRUST DEED" means the trust deed dated as of 13 November 2006
          among the Issuer, Liansheng Miao and the Trustee and the Terms and
          Conditions relating thereto (the "NOTES CONDITIONS");

          "NOTES TRUSTEE" means DB Trustees (Hong Kong) Limited in its capacity
          as trustee under the Notes Trust Deed (or its successor trustee);

          "SUBSCRIPTION AGREEMENT" means the Subscription Agreement dated 13
          November 2006 between the Company and Yingli Power Holding Company
          Limited in connection with the subscription of the Bonds;

          "SUCCESSOR" means, in relation to the Agents, such other or further
          person as may from time to time be appointed by the Company as an
          Agent with the written approval of, and on terms approved in writing
          by, the Trustee and notice of whose appointment is given to
          Bondholders; and

          "THIS TRUST DEED" means this Trust Deed (as from time to time altered
          in accordance with this Trust Deed) and any other document executed
          in accordance with this Trust Deed (as from time to time so altered)
          and expressed to be supplemental to this Trust Deed.

     1.2  CONSTRUCTION OF CERTAIN REFERENCES: References to:

          1.2.1  costs, charges, remuneration or expenses include any
                 withholding, value added, turnover or similar tax charged in
                 respect thereof;

          1.2.2  "U.S. DOLLARS" and "US$" are to the lawful currency for the
                 time being of the United States of America; and

          1.2.3  an action, remedy or method of judicial proceedings for the
                 enforcement of rights of creditors shall include references to
                 the action, remedy or method of judicial proceedings in
                 jurisdictions other than England as shall most nearly
                 approximate thereto.

     1.3  HEADINGS: Headings shall be ignored in construing this Trust Deed.

     1.4  SCHEDULES: The Schedules are part of this Trust Deed and have effect
          accordingly.

     1.5  DEFINITIONS IN CONDITIONS: Terms defined in the Conditions shall,
          unless otherwise defined herein, have the same meaning when used in
          the main body of this Trust Deed.


                                        3



     1.6  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999: A person who is not a
          party to this Trust Deed has no right under the Contracts (Rights of
          Third Parties) Act 1999 to enforce any term of this Trust Deed except
          and to the extent (if any) that this Trust Deed expressly provides for
          such Act to apply to any of its terms.

2    AMOUNT OF THE BONDS AND COVENANT TO PAY

     2.1  AMOUNT OF THE BONDS: The aggregate principal amount of the Tranche A
          Bonds and Tranche B Bonds are limited to US$38,000,000 and
          US$47,000,000 respectively.

     2.2  COVENANT TO PAY: The Company will, at least one Business Day prior to
          any date when the Bonds or any of them become due to be redeemed,
          unconditionally pay or procure to be paid to (i) for so long as the
          Bonds and/or Shares held by the Initial Purchaser are secured under
          the Debenture and Share Charge, the relevant account of the principal
          agent for the Notes referred to in Clause 8.2 of the Notes Agency
          Agreement or in the case of any payment under Condition 10(C) of the
          Tranche A Bonds, to the MCB Redemption Subaccount, or (ii) such other
          account as may be advised by the Trustee, in U.S. Dollars in
          immediately available funds the principal amount of the Bonds becoming
          due for redemption or repayment on that date together with any
          applicable premium and, will (subject to the Conditions) until such
          payment (both before and after judgement) unconditionally so pay to
          the aforesaid account or to the order of the Trustee interest on the
          principal amount of the relevant Bonds outstanding as set out in the
          relevant Conditions provided that (a) every payment of any sum due in
          respect of the Bonds made to the principal agent as provided in the
          Agency Agreement shall, to that extent, satisfy such obligation except
          to the extent that there is failure in its subsequent payment to the
          relevant Bondholders under the Conditions (or for so long as the Bonds
          are secured under the Debenture and the Share Charge, the holders of
          the Notes), and (b) a payment made after the due date will be deemed
          to have been made on the third business day in London after the full
          amount due (including interest accrued to that third business day) has
          been received by the principal agent or the Trustee and notice to that
          effect has been given to the Bondholders (if requested by the Trustee)
          except (if payment is made to the principal agent) to the extent that
          there is failure in the subsequent payment to the relevant Bondholders
          under the Conditions (or for so long as the Bonds are secured under
          the Debenture and the Share Charge, the holders of the Notes). The
          Trustee will hold the benefit of the covenants in this Clause 2.2 on
          trust for the Bondholders.

     2.3  DISCHARGE: Subject to Clause 2.4, any payment to be made in respect of
          the Bonds by the Company or the Trustee may be made as provided in the
          Conditions and any payment so made will (subject to Clause 2.4) to
          such extent be a good discharge to the Company or the Trustee, as the
          case may be.


                                       4


     2.4  PAYMENT AFTER A DEFAULT: At any time after an Event of Default has
          occurred the Trustee may:

          2.4.1  by notice in writing to the Company and the Agents, require the
                 Agents, until notified by the Trustee to the contrary, so far
                 as permitted by applicable law:-

                 (a)  to act as agents of the Trustee under this Trust Deed and
                      the Bonds on the terms of the Agency Agreement (with
                      consequential amendments as necessary and except that the
                      Trustee's liability for the indemnification, remuneration
                      and all other expenses of the Agents will be limited to
                      the amounts for the time being held by the Trustee in
                      respect of the Bonds on the terms of this Trust Deed and
                      available for the purpose) and thereafter to hold all
                      Certificates and all moneys, documents and records held
                      by them in respect of Bonds to the order of the Trustee;
                      and/or

                 (b)  to deliver all Certificates and all moneys, documents and
                      records held by them in respect of the Bonds to the
                      Trustee or as the Trustee directs in such notice,
                      provided that this Clause 2.4.1(b) shall not apply to any
                      documents or records which the relevant Agent is obliged
                      not to release by any laws or regulations to which it is
                      subject; and

          2.4.2  by notice in writing to the Company require it to make all
                 subsequent payments in respect of the Bonds to or to the order
                 of the Trustee and not to the Principal Agent.

3    FORM OF THE BONDS AND CERTIFICATES; ISSUE OF THE BONDS

     3.1  CERTIFICATES: The Bonds will be represented by the relevant definitive
          Certificates, issued to each Bondholder, and will be substantially in
          the form set out in Schedule 1 (in the case of the Tranche A Bonds)
          and Schedule 2 (in the case of the Tranche B Bonds) and endorsed with
          the respective Conditions.

     3.2  SIGNATURE: The definitive Certificates shall be signed manually or in
          facsimile by one Director or Authorised Officer of the Company duly
          authorised for the purpose or manually or in facsimile by any duly
          authorised attorney of the Company and authenticated manually or in
          facsimile by or on behalf of the Registrar. Bonds represented by
          Certificates so executed and authenticated will be binding and valid
          obligations of the Company.

     3.3  REDEMPTION: Upon redemption of the Bonds for any reason, a notation
          will be made by the Registrar in the register reflecting such event
          (or, in the case of any definitive Certificates that are outstanding,
          such Certificates shall be surrendered to the Registrar).


                                       5


     3.4  ENTITLEMENT TO TREAT HOLDER AS OWNER: A Bondholder will (save as
          otherwise required by law) be treated as the absolute owner of a Bond
          registered in its name for all purposes (whether or not it is overdue
          and regardless of any notice of ownership, trust or any interest in it
          or any writing on or the theft or loss of the Certificate issued in
          respect of it) and no person will be liable for so treating the
          holder.

4    STAMP DUTIES AND TAXES

     4.1  STAMP DUTIES: The Company will pay any stamp, issue, registration,
          documentary or other similar taxes and duties, including interest and
          penalties, payable in respect of the creation, issue and offering of
          the Bonds, the execution or delivery of this Trust Deed and the
          deposit of Certificates, the conversion of Tranche B Bonds into
          Shares, and the issue of Shares following such conversion. The Company
          will also indemnify the Trustee and the Bondholders from and against
          all stamp, issue, registration, documentary or other like taxes paid
          by any of them in any jurisdiction in connection with any action taken
          by or on behalf of the Trustee or, as the case may be, (where entitled
          under Condition 18 to do so) the Bondholders to enforce the
          obligations of the Company under this Trust Deed or the Bonds.

     4.2  CHANGE OF TAXING JURISDICTION: If the Company is or becomes subject
          generally to the taxing jurisdiction of any territory or any authority
          of or in that territory having power to tax other than or in addition
          to the Cayman Islands or any such authority of or in such territory
          imposes taxes, duties, assessments or governmental charges of whatever
          nature with respect to this Trust Deed or the Bonds then the Company
          will (upon request by the Trustee) give to the Trustee an undertaking
          satisfactory to the Trustee in terms and manner corresponding to the
          terms of Condition 11, with the substitution for, or (as the case may
          require) the addition to, the references in that Condition to the
          Cayman Islands of references to that other or additional territory or
          authority to whose taxing jurisdiction the Company is or has become so
          subject or which has imposed such taxes, duties, assessments or
          governmental charges. In such event this Trust Deed and the Bonds will
          be read accordingly.

5    FURTHER ISSUES

     5.1  LIBERTY TO CREATE: The Company may from time to time with the consent
          of the Bondholders create and issue further bonds, notes or debentures
          (the "FURTHER BONDS") (whether in bearer or registered form) either
          having the same terms and conditions as the Bonds in all respects
          (save for the date of issue) and so that the same shall be
          consolidated and form a single series with the Bonds, or (in any case)
          upon such terms as to interest, subordination (if any), conversion,
          premium, redemption and otherwise as the Company may at the time of
          issue thereof determine.

     5.2  MEANS OF CONSTITUTION: Any further bonds, notes or debentures created
          and issued pursuant to the provisions of Clause 5.1 above so as to
          form a single


                                       6


          series with the Bonds shall be constituted by a deed supplemental to
          this Trust Deed and any other further bonds, notes or debentures of
          any series created and issued pursuant to the provisions of Clause 5.1
          above may (provided that such bonds, notes or debentures rank for
          payment to the same extent as the Bonds), with the consent of the
          Trustee, be so constituted. The Company shall prior to the issue of
          any Further Bonds to be so constituted execute and deliver to the
          Trustee a deed supplemental to this Trust Deed (if applicable duly
          stamped or denoted) and containing a covenant by the Company in the
          form mutatis mutandis of Clause 2 of this Trust Deed in relation to
          the principal and interest in respect of such Further Bonds and such
          other provisions (corresponding to any of the provisions contained in
          this Trust Deed) as the Trustee shall require.

     5.3  NOTE OF SUPPLEMENTAL DEEDS: A memorandum of every such supplemental
          deed shall be endorsed by the Trustee on this Trust Deed and by the
          Company on the duplicate(s) of this Trust Deed.

     5.4  NOTICE OF FURTHER ISSUES: Whenever it is proposed to create and issue
          any Further Bonds, the Company shall give to the Trustee not less than
          seven days' notice in writing of its intention to do so, stating the
          amount of Further Bonds proposed to be created or issued.

     5.5  SEPARATE SERIES: Any Further Bonds not forming a single series with
          the Bonds shall form a separate series and accordingly, unless for any
          purpose the Trustee in its absolute discretion shall otherwise
          determine, the provisions of Clause 5.2 and of Clauses 4 and 6 to 19
          (inclusive) (other than Clauses 16.1, 16.2 and 16.5) and Schedule 3
          shall apply mutatis mutandis separately and independently to the Bonds
          of each series and in such Clauses and Schedule the expressions
          "BONDS" and "BONDHOLDERS" shall be construed accordingly.

6    COVENANTS RELATING TO THE SHARE CONVERSION

     The Company hereby undertakes to, and covenants with, the Trustee that the
     Company will, unless otherwise required by applicable laws and regulations,
     keep available, free from pre-emptive or other rights, out of its
     authorised but unissued share capital such number of Shares as would be
     required to be issued to Bondholders on conversion of all the Tranche B
     Bonds from time to time remaining outstanding and to satisfy in full all
     other rights of conversion into or exchange or subscription for Shares and
     shall ensure that (i) the Company will register the Notes Trustee or in
     any other case) such other person as advised by the Trustee as the holder
     of that number of Shares issuable upon conversion and (ii) all Shares so
     delivered upon conversion of Tranche B Bonds will be duly and validly
     issued as fully-paid and non-assessable and shall rank pari passu with and
     will be fully fungible with the Shares then outstanding.

7    THE SECURITY

     7.1  APPOINTMENT OF TRUSTEE: the Trustee is hereby appointed to act as
          trustee, agent, administrator and, to the extent required by
          applicable law, attorney for


                                        7


          the purpose of holding on trust, executing, accepting, administering
          and enforcing the security created under CB Security Documents for
          and on behalf of the Bondholders.

     7.2  TRUST: The Trustee accepts its appointment as a trustee, agent and
          administrator of the CB Security Documents and declares that it shall
          hold such security for itself and on behalf of the Secured Creditors
          on the terms contained in this Trust Deed and shall have only those
          duties, obligations and responsibilities expressly specified in the CB
          Security Documents and this Trust Deed.

     7.3  ADDITIONAL SECURITY. Subject to the provisions of this Trust Deed, the
          Trustee may from time to time accept as security the benefit of any
          additional security as may from time to time be granted to it as
          security for all obligations and amounts due under the CB Documents.

     7.4  RELEASE OF SECURITY.

          On the irrevocable and unconditional payment or discharge by or on
          behalf of the Company of all sums due under this Trust Deed and the
          Bonds and the Company certifying such events to the Trustee, the
          Trustee shall, at the request and cost of the Company, release and
          cancel the security created under the CB Security Documents and
          procure the reassignment to the relevant party of the property and
          assets assigned to the Trustee pursuant to the CB Security Documents
          as soon as reasonably practicable.

     7.5  NO INDEPENDENT POWER. Bondholders shall not have any independent power
          to enforce, or have recourse to, any of the CB Security Documents or
          to exercise any rights or powers arising under the CB Security
          Documents except through the Trustee unless the Trustee, having been
          obligated to do so and indemnified and/or secured to its satisfaction,
          fails to do so within a reasonable time and such failure is
          continuing.

     7.6  NO RESPONSIBILITY TO PERFECT SECURITY. The Trustee shall not be liable
          for any failure, omission or defect (save arising from its own gross
          negligence, fraud or wilful misconduct) in perfecting or protecting
          its rights under the CB Security Documents or the priority of such
          security, including, without limitation, failure to:

          7.6.1 require the deposit with it of any deed or document certifying,
                representing or constituting the title of the Company to any of
                such security;

          7.6.2 obtain any licence, consent or other authority for the
                execution, delivery, legality, validity, enforceability or
                admissibility in evidence of any of the CB Security Documents;

          7.6.3 register, file or record or otherwise protect any security (or
                the priority of any security) under any applicable laws in any
                jurisdiction or to give


                                           8


                notice to any person of the execution of any of the CB Security
                Documents;

          7.6.4 take, or to require Company to take, any steps to perfect its
                title to any of the assets subject to the CB Security Documents
                or to render any security effective or to secure the creation of
                any ancillary security interest under the laws of any
                jurisdiction; or

          7.6.5 require any further assurances in relation to any of the CB
                Security Documents.

     7.7  ENFORCEMENT OF THE SECURITY

          7.7.1 Upon the occurrence of an Event of Default which is continuing,
                the Trustee shall be entitled to do any of the acts and things
                listed in Schedule 4 (Trustee's Powers in Relation to the
                Security), including but not limited to, taking any steps
                necessary or required to enforce or collect or require the
                enforcement or collection of any of the security under the CB
                Security Documents (including the crystallisation of any
                floating charge forming part of such security).

          7.7.2 Sections 93 and 103 of the Law of Property Act 1925 shall not
                apply hereto, but the powers of sale, calling in, collection and
                appointment of a receiver and other powers conferred upon a
                mortgagee by Sections 101 and 106 of the said Law of Property
                Act 1925 shall apply hereto.

          7.7.3 By way of security the Company hereby appoints and constitutes
                the Trustee as its true and lawful attorney with full power in
                the name and on behalf of the Company to do, following an Event
                of Default which is continuing any of the acts and things listed
                in Schedule 4 (Trustee's Powers in Relation to the Security) and
                with full power for any such attorney to sub-delegate any of
                such powers including the power to sub-delegate.

          7.7.4 In order to facilitate the enforcement by the Trustee at any
                time after the occurrence and continuation of an Event of
                Default of the any security, the company hereby irrevocably
                appoints and constitutes the Trustee as its true and lawful
                attorney with full power in the name and on behalf of the
                Company, or otherwise:

                (i)  to request, require, demand, receive, compound, give
                     receipts and discharges for, settle and compromise any and
                     all sums and claims for money due and to become due under
                     or in respect of the any security and all other rights and
                     obligations arising in respect thereof;

                (ii) to endorse any cheques or other instruments or orders in
                     that connection;


                                        9


               (iii) to file any claim, to take any action or institute any
                     proceeding which the Trustee may deem to be necessary or
                     advisable in connection therewith either in its own name or
                     in the name of the Company;

               (iv)  to execute any documents and to do anything which the
                     Trustee deems to be necessary or desirable hereunder or
                     thereunder, and with full power to delegate any of the
                     rights and powers hereby conferred upon it; and

               (v)   without prejudice to the generality of the foregoing, to
                     exercise all or any of the powers or rights which but for
                     the creation of any security would have been powers or
                     rights of the Company in relation to the CB Security
                     Documents in such manner as it may consider expedient.

     7.8  DISCHARGE. Upon any sale, calling in, collection, conversion or
          enforcement as provided in Clause 7.7 (Enforcement of the Security)
          and upon any other dealing or transaction under the provisions
          contained in this Trust Deed, the receipt of the Trustee for the
          purchase money of the assets sold and for any other moneys paid to it
          shall effectually discharge the purchaser or other person paying the
          same and such purchaser or other person shall not be responsible for
          the application of such moneys.

     7.9  FURTHER ASSURANCE. The Company shall at its own cost and expense
          execute and do all such assurances, acts and things as the Trustee may
          reasonably require (including, without limitation, the giving of
          notices of charge or assignment and the effecting of filings or
          registrations in any jurisdiction) for perfecting or protecting any
          security and from time to time and at any time after any security or
          any part thereof has become enforceable shall execute and do all such
          assurances, acts and things as the Trustee may reasonably require for
          facilitating the realisation of, or enforcement of rights in respect
          of, all or any of the security under the CB Security Documents. For
          the purposes of this Clause 7.9, a certificate in writing signed by
          the Trustee to the effect that any particular assurance or thing
          required by it is reasonably required shall be conclusive evidence of
          the fact.

     7.10 LIABILITY OF THE TRUSTEE. The Trustee shall not by reason of taking
          possession of all or any of the security or any other reason
          whatsoever and whether as mortgagee in possession or on any other
          basis whatsoever be liable to account for anything except actual
          receipts or be liable for any loss or damage arising from realisation
          of, or enforcement of rights in respect of any security or any other
          property, assets, rights or undertakings of whatsoever nature whether
          or not owned by the Company or any other person or in which the
          Company or such other person has an interest, from any act, default or
          omission in relation to the any security or any other property,
          assets, rights or undertakings of whatsoever nature whether or not
          owned by the Company or any other person or in which the Company or
          such other person has an interest, or from any


                                       10


          exercise or non-exercise by it of any power, authority or discretion
          conferred upon it in relation to all or any security or any other
          property, assets, rights or undertakings of whatsoever nature whether
          or not owned by the Company or any other person or in which the
          Company or such other person has an interest, by or pursuant to this
          Trust Deed.

     7.11 POWERS ADDITIONAL TO LPA 1925. The powers conferred by this Trust Deed
          on the Trustee shall be in addition to and not in substitution for the
          powers conferred on mortgagees or receivers under the Law of Property
          Act 1925 and the Insolvency Act 1986 and where there is any ambiguity
          or conflict between the powers contained in such Act and those
          conferred by this Trust Deed the terms of this Trust Deed shall
          prevail.

     7.12 DEALINGS WITH THE TRUSTEE. No person dealing with the Trustee shall be
          concerned to enquire whether any event has happened upon which any of
          the powers, authorities and discretions conferred by or pursuant to
          this Trust Deed in relation to any property, assets or undertaking are
          or may be exercisable by the Trustee or otherwise as to the propriety
          or regularity of acts purporting or intended to be in exercise of any
          such powers, authorities or discretions and all the protections of
          purchasers contained in Sections 106 and 107 of the Law of Property
          Act 1925 shall apply to any person purchasing from or dealing with the
          Trustee in like manner as if the statutory powers of sale in relation
          to such property, assets or undertaking had not been varied or
          extended by this Trust Deed.

8    APPLICATION OF MONEYS RECEIVED BY THE TRUSTEE

     8.1  DECLARATION OF TRUST: All moneys received by the Trustee in respect of
          the Bonds, the realisation of the security created under the CB
          Security Documents or amounts payable under this Trust Deed will,
          despite any appropriation of all or part of them by the Company, be
          held by the Trustee upon trust to apply them (subject to Clause 8.2):

          8.1.1 first, in payment or satisfaction of all costs, charges,
                expenses and liabilities incurred by the Trustee (including
                remuneration payable to the Trustee) in carrying out its
                functions under this Trust Deed;

          8.1.2 secondly, in payment of any interest owing in respect of the
                Bonds (on a pari passu and rateable basis);

          8.1.3 thirdly, in payment of any other amounts (including principal
                and premium) owing in respect of the Bonds pari passu and
                rateably; and

          8.1.4 fourthly, in payment of any balance (if any) to the Company for
                itself.

          If the Trustee holds any moneys in respect of Bonds in respect of
          which claims have become prescribed under Condition 14, such moneys
          will be returned to the Company.


                                       11


     8.2  ACCUMULATION: If the amount of the moneys at any time available for
          payment in respect of the Bonds under Clause 8.1 is less than 10 per
          cent. of (i) interest due under the Bonds or (ii) the principal amount
          of the Bonds then outstanding, the Trustee may, at its discretion,
          invest such moneys. The Trustee may retain such investments and
          accumulate the resulting income until the investments and the
          accumulations, together with any other funds for the time being under
          its control and available for such payment, amount to at least 10 per
          cent. of (i) interest due under the Bonds or (ii) the principal amount
          of the Bonds then outstanding as the case may be, and then such
          investments, accumulations and funds (after deduction of, or provision
          for, any applicable taxes) will be applied as specified in Clause 8.1.

     8.3  INVESTMENT: Moneys held by the Trustee may, in the Trustee's absolute
          discretion, be invested in its name or under its control in any
          investments or other assets anywhere whether or not they produce
          income, or deposited in its name or under its control at such bank or
          other financial institution in such currency as the Trustee may, in
          its absolute discretion, think fit and the Trustee may at any time
          vary or transfer any of such investments for or into other such
          investments or convert any moneys so deposited into any other
          currency. If that bank or institution is the Trustee or a subsidiary,
          holding or associated company of the Trustee, it need only account for
          an amount of interest calculated by reference to the rate of interest
          which at the relevant time would be payable by it on such a deposit to
          an independent customer. The Trustee may at any time vary or transpose
          any such investments or assets or convert any moneys so deposited into
          any other currency, and will not be responsible for any resulting
          loss, whether by depreciation in value, change in exchange rates or
          otherwise.

9    COVENANTS

     So long as any Bond is outstanding, the Company will comply with all
     covenants contained in the Conditions.

10   REMUNERATION AND INDEMNIFICATION OF THE TRUSTEE

     10.1 NORMAL REMUNERATION: So long as any Bond is outstanding, the Company
          will pay the Trustee as remuneration for its services as Trustee such
          sum on such dates in each case as they may from time to time agree,
          which sums, for the avoidance of doubt, shall be paid free and clear
          of deduction and withholding on account of taxation. Such remuneration
          will accrue from day to day from the date of this Trust Deed and shall
          be payable in priority to payments to the Bondholders.

     10.2 EXTRA REMUNERATION: If a Default shall have occurred, or if the
          Trustee finds it expedient or necessary (acting reasonably), or the
          Trustee is requested by the Company to undertake duties which they
          both agree to be of an exceptional nature or otherwise outside the
          scope of the Trustee's normal duties under this Trust Deed, the
          Company will pay such additional remuneration as they may


                                       12


          agree or, failing agreement as to any of the matters in this Clause
          (or as to such sums referred to in Clause 10.1), as determined by a
          merchant or investment bank (acting as an expert) selected by the
          Trustee and approved by the Company or, failing such approval,
          nominated by the President for the time being of The Law Society of
          England and Wales. The expenses involved in such nomination and such
          merchant or investment bank's fee will be paid by the Company, which
          sums, for the avoidance of doubt, shall be paid free and clear of
          deduction and withholding on account of taxation. The determination
          of such merchant or investment bank will (in the absence of manifest
          error) be conclusive and binding on the Company, the Trustee and the
          Bondholders.

     10.3 EXPENSES: The Company will on demand by the Trustee pay or discharge
          all costs, charges, liabilities and expenses properly incurred by the
          Trustee in the preparation and execution of this Trust Deed and the
          performance of its functions under, and in any other manner in
          relation to, this Trust Deed, the Agency Agreement and the Conditions
          including, but not limited to, expenses incurred seeking appropriate
          legal or financial advice to discharge its duties in accordance with
          the Conditions, legal and travelling expenses and any stamp,
          documentary or other taxes or duties paid or payable by the Trustee in
          connection with any action or legal proceedings brought or
          contemplated by the Trustee against the Company to enforce any
          provision of this Trust Deed or the Bonds. Such costs, charges,
          liabilities and expenses will:

          10.3.1 in the case of payments made by the Trustee before such demand
                 carry interest from the date of the demand at the rate of two
                 per cent. per annum over the overnight rate of Deutsche Bank
                 AG. on the date on which the Trustee made such payments; and

          10.3.2 in other cases carry interest at such rate from 15 days after
                 the date of the demand or (where the demand specifies that
                 payment is to be made on an earlier date) from such earlier
                 date.

     10.4 INDEMNITY: The Company shall indemnify (to the extent not compensated
          pursuant to Clause 10.3 above) the Trustee in respect of all Amounts
          or Claims paid or incurred by it in the carrying out of its functions
          (including, but not limited to, (i) any Agent/Delegate Liabilities and
          (ii) in respect of defending any Amounts or Claims brought against the
          Trustee or in respect of any Agent/Delegate Liabilities). The Company
          shall promptly following demand by such agent or delegate indemnify it
          against such Agent/Delegate Liabilities. In this Clause 10.4, "AMOUNTS
          OR CLAIMS" are losses, liabilities, costs, claims, actions, demands or
          expenses (other than claims which arise from the willful default,
          gross negligence or fraud of the Trustee); and "AGENT/DELEGATE
          LIABILITIES" are Amounts or Claims which the Trustee is or would be
          obliged to pay or reimburse to any of its agents or delegates
          appointed pursuant to this Trust Deed. The Contracts (Rights of Third
          Parties) Act 1999 applies to this Clause 10.4.


                                       13


     10.5 CONTINUING EFFECT: Clauses 10.3 and 10.4 will continue in full force
          and effect as regards the Trustee even if it no longer is Trustee or
          the Bonds are no longer outstanding or this Trust Deed has been
          discharged.

11   PROVISIONS SUPPLEMENTAL TO THE TRUSTEE ACT 1925 AND THE TRUSTEE ACT 2000

     By way of supplement to the Trustee Act 1925 and the Trustee Act 2000 it is
     expressly declared as follows:

     11.1 ADVICE: The Trustee may in relation to this Trust Deed act on the
          opinion or advice of, or a certificate or any information obtained
          from any lawyer, valuer, surveyor, broker, auctioneer, accountant or
          other expert (including the Manager) whether obtained by it, the
          Company or any Agent or any other person and which advice, opinion,
          certificate or information may be provided on such terms (including as
          to limitations on liability) as the Trustee may consider in its sole
          discretion to be consistent with the prevailing market practice in
          relation thereto and will not be responsible to anyone for any loss
          occasioned by so acting. Any such opinion, advice, certificate or
          information may be sent or obtained by letter, telex or fax and the
          Trustee will not be liable to anyone for acting in good faith on any
          opinion, advice, certificate or information purporting to be conveyed
          by such means even if it contains some error or is not authentic.

     11.2 TRUSTEE TO ASSUME DUE PERFORMANCE: The Trustee need not notify anyone
          of the execution of this Trust Deed or do anything to find out if an
          Event of Default or Potential Event of Default has occurred. Until it
          has actual knowledge or express notice in writing from the Company to
          the contrary, the Trustee may assume that no such event has occurred
          and that the Company is performing all its obligations under this
          Trust Deed and the Bonds, and no event has happened as a consequence
          of which any of the Bonds may become repayable.

     11.3 RESOLUTIONS OF BONDHOLDERS: The Trustee will not be responsible for
          having acted in good faith upon a resolution in writing purporting to
          have been signed by the requisite Bondholders or upon a resolution
          purporting to have been passed at a meeting of Bondholders in respect
          of which minutes have been made and signed, even if it is later found
          that there was a defect in the constitution of the meeting or the
          passing of the resolution or that the resolution was not valid or
          binding on the Bondholders.

     11.4 CERTIFICATE SIGNED BY DIRECTOR AND/OR AUTHORISED OFFICER: If the
          Trustee, in the exercise of its functions, requires to be satisfied or
          to have information as to any fact or the expediency of any act, it
          may call for and accept as sufficient evidence of that fact or the
          expediency of that act a certificate signed by one Director and/or
          Authorised Officer of the Company as to that fact or to the effect
          that, in their opinion, that act is expedient and the Trustee need not
          call for further evidence and will not be responsible for any loss
          occasioned by acting on such a certificate.


                                       14


     11.5 DEPOSIT OF DOCUMENTS: The Trustee may deposit this Trust Deed and any
          other documents in any part of the world with any bank or entity whose
          business includes the safe custody of documents or with any lawyer or
          firm of lawyers believed by it to be of good repute and may pay all
          sums due in respect thereof and the Trustee shall not be responsible
          for or required to insure against any loss incurred in connection with
          such deposit.

     11.6 DISCRETION: Save as expressly provided in this Trust Deed, the Trustee
          will have absolute and uncontrolled discretion as to the exercise or
          non-exercise of its functions and will not be responsible for any
          loss, liability, cost, claim, action, demand, expense or inconvenience
          which may result from their exercise or non-exercise. Whenever in this
          Trust Deed, the Agency Agreement or by law, the Trustee shall have
          discretion or permissive power it may decline to exercise the same in
          the absence of approval by the Bondholders and need not exercise the
          same unless it has been indemnified and/or provided with security to
          its satisfaction.

     11.7 AGENTS: Whenever it considers it reasonably expedient in the interests
          of the Bondholders, the Trustee may (after prior consultation with the
          Company where, in the reasonable opinion of the Trustee, so to do
          would be both practicable and not materially prejudicial to the
          interests of the Bondholders), in the conduct of its trust business,
          instead of acting personally, employ and pay an agent selected by it,
          whether or not a lawyer or other professional person (including the
          Manager), to transact or conduct, or concur in transacting or
          conducting, any business and to do or concur in doing all acts
          required to be done by the Trustee (including the receipt and payment
          of money). The Trustee will not be responsible to anyone for any
          misconduct or omission by any such agent so employed by it or be bound
          to supervise the proceedings or acts of any such agent.

     11.8 DELEGATION: Whenever it reasonably considers it expedient in the
          interests of the Bondholders, the Trustee may delegate to any person
          on any terms (including power to delegate) all or any of its
          functions. Any such delegation may be by power of attorney or in such
          other manner as the Trustee may reasonably think fit and subject to
          such regulation as the Trustee may think fit. The Trustee shall
          exercise reasonable care in its appointment of any delegate on the
          terms of this Clause 11.8 (Delegation). Provided it has exercised such
          reasonable care, the Trustee will not have any obligation to notify
          anyone of such appointment or to supervise such delegate or be
          responsible for any loss, liability, cost, claim, action, demand or
          expense incurred by reason of any misconduct or default by any such
          delegate or sub-delegate. The Trustee will not have any obligation to
          supervise such delegate or be responsible for any loss, liability,
          cost, claim, action, demand or expense incurred by reason of any
          misconduct or default by any such delegate. Without prejudice to the
          generality of the foregoing, the Trustee shall be entitled at any time
          following an Event of Default which is continuing to appoint an agent
          (subject to the provisions of applicable law) in the name and on
          behalf of the Company.


                                       15


     11.9  CONFIDENTIALITY: Unless ordered to do so by a court of competent
           jurisdiction the Trustee shall not be required to disclose to any
           Bondholder any confidential financial or other information made
           available to the Trustee by the Company and no Bondholder shall be
           entitled to take any action to obtain from the Trustee any such
           information.

     11.10 DETERMINATIONS CONCLUSIVE: As between itself and the Bondholders the
           Trustee may determine all questions and doubts arising in relation
           to any of the provisions of this Trust Deed. Such determinations,
           whether made upon such a question actually raised or implied in the
           acts or proceedings of the Trustee, will be conclusive and shall
           bind the Trustee and the Bondholders.

     11.11 CURRENCY CONVERSION: Where it is necessary or desirable to convert
           any sum from one currency to another, it will (unless otherwise
           provided hereby or required by law) be converted at such rate or
           rates, in accordance with such method and as at such date as may be
           specified by the Trustee in its absolute discretion but having regard
           to current rates of exchange, if available offered by Deutsche Bank
           AG. Any rate, method and date so specified will be binding on the
           Company and the Bondholders.

     11.12 EVENTS OF DEFAULT: The Trustee may determine whether or not a Default
           is in its opinion capable of remedy and/or materially prejudicial to
           the interests of the Bondholders. Any such determination and any
           determination as to materiality required of it will be conclusive and
           binding on the Company and the Bondholders.

     11.13 PAYMENT FOR BONDS: The Trustee will not be responsible for the
           receipt or application by the Company of the proceeds of the issue of
           the Bonds or the delivery of Certificates to the persons entitled to
           them.

     11.14 BONDS HELD BY THE COMPANY ETC.: In the absence of actual knowledge or
           express notice to the contrary, the Trustee may assume without
           enquiry that no Bonds are for the time being held beneficially by or
           on behalf of the Company or its Subsidiaries.

     11.15 THE SHARES: The Trustee shall have no duty or responsibility at any
           time in respect of the validity or value (or the kind or amount) of
           the Shares or any other property which may at any time be issued on
           the conversion of any Bond or the sale or other disposal of any
           Shares. The Trustee shall not be responsible for any failure of the
           Company to make available any Shares, share certificates or any other
           securities or property or make any payment on the conversion of any
           Bond.

     11.16 RESPONSIBILITY: The Trustee assumes no responsibility for the
           correctness of Recital (A), any representation or warranty given by
           any person in this Trust Deed, nor shall the Trustee by the
           execution of this Trust Deed be deemed to make any representation as
           to the validity, sufficiency or enforceability of this Trust Deed or
           any part hereof.


                                       16


     11.17 ACTION BY THE TRUSTEE: Notwithstanding anything else contained in
           this Trust Deed the Trustee shall not be required to take any action
           prior to making any declaration under Condition 12 that the Bonds are
           immediately due and payable (save that it will procure notice to be
           given to the Bondholders of any Event of Default of which it has
           actual knowledge or express notice) if such action would require the
           Trustee to incur any expenditure or other financial liability or
           risk its own funds (including obtaining any advice which it might
           otherwise have thought appropriate to obtain). The Trustee shall not
           be under any obligation to act following an Event of Default unless
           it shall have been indemnified to its satisfaction.

     11.18 CONSOLIDATION, AMALGAMATION ETC.: The Trustee shall not be
           responsible for any consolidation, amalgamation, merger,
           reconstruction or scheme of the Company or any sale or transfer of
           all or substantially all of the assets of the Company or the form or
           substance of any plan relating thereto or the consequences thereof
           to any Bondholder.

     11.19 BONDS AND DOCUMENTS: The Trustee shall not be liable to the Company
           or any Bondholder if it has accepted as valid or has not rejected any
           Certificate purporting to be such and subsequently found to be forged
           or not authentic, nor shall it be liable for any action taken or
           omitted to be taken in reliance on any document, certificate or
           communication believed by it to be genuine and to have been presented
           or signed by the proper parties, including, for the avoidance of
           doubt, the Register.

     11.20 CONSENT: Any consent given by the Trustee for the purposes of this
           Trust Deed may be given on such terms and subject to such conditions
           (if any) as the Trustee thinks fit.

     11.21 TRUSTEE'S FUNDS: Nothing herein shall be construed to require the
           Trustee to expend or risk its own funds in the discharge or its
           duties and responsibilities hereunder.

     11.22 TRANSACTIONS WITH THE COMPANY: Nothing herein shall prevent the
           Trustee from entering into financial transactions with the Company.

     11.23 INTERESTS OF BONDHOLDERS: In connection with the exercise of its
           powers, trusts, authorities or discretions (including, but not
           limited to, those in relation to any proposed modifications, waiver
           or authorisation of any breach or proposed breach of any of the
           Conditions or any of the provisions of this Trust Deed), the Trustee
           shall have regard to the general interests of the Bondholders as a
           class and shall not have regard to any interest arising from
           circumstances particular to individual Bondholders (whatever their
           number) and, in particular but without limitation, shall not have
           regard to the consequences of such exercise for individual
           Bondholders (whatever their number) resulting from their being for
           any purpose domiciled or resident in, or otherwise connected with,
           or subject to the jurisdiction of, any particular territory or
           otherwise to the tax consequences thereof and the Trustee shall not


                                       17


           be entitled to require, nor shall any Bondholder be entitled to
           claim from the Company or the Trustee, any indemnification or
           payment in respect of any tax consequence of any such exercise upon
           individual Bondholders except to the extent provided for in any
           undertakings given in addition thereto or in substitution therefor
           pursuant to this Trust Deed.

     11.24 ACTION CONTRARY TO LAW ETC. The Trustee may refrain from doing
           anything in any jurisdiction if doing the relevant thing in that
           jurisdiction would, in its opinion based upon legal advice in the
           relevant jurisdiction, be contrary to any law of that jurisdiction
           or, to the extent applicable, of England, or would otherwise render
           it liable to any person in that jurisdiction or England or if, in its
           opinion based upon such legal advice, it would not have power to do
           the relevant thing in that jurisdiction by virtue of any applicable
           law in that jurisdiction or in England or if it is determined by any
           court or other competent authority in that jurisdiction or in England
           that it does not have such power.

12   TRUSTEE LIABLE FOR NEGLIGENCE

     The duty of care that applies to a trustee under Section 2 of the Trustee
     Act 2000 shall not apply to the Trustee. For the avoidance of doubt, (a)
     the Trustee may retain or invest in securities payable to bearer without
     appointing a person to act as custodian and (b) the application of
     Sections 22 or 23 of the Trustee Act 2000 is inconsistent with the terms
     of this Trust Deed.

     Subject thereto, if the Trustee fails to show the degree of care and
     diligence required of it as trustee having regard to the provisions
     hereof, nothing in this Trust Deed shall relieve or indemnify it from
     or against any liability which by any rule of law would otherwise attach
     to it in respect of any negligence, default, breach of duty or breach of
     trust of which it may be guilty in relation to its duties under this Trust
     Deed.

13   WAIVER AND PROOF OF DEFAULT

     13.1 WAIVER: The Trustee may, without the consent of the Bondholders and
          without prejudice to its rights in respect of any subsequent breach,
          from time to time and at any time, if in its opinion the interests of
          the Bondholders will not be materially prejudiced thereby, waive or
          authorise, on such terms as seem expedient to it, any breach or
          proposed breach by the Company of the provisions of this Trust Deed or
          the Conditions or determine that a Default will not be treated as such
          provided that the Trustee will not do so in contravention of an
          express direction given by an Extraordinary Resolution or a request
          made pursuant to Condition 12. No such direction or request will
          affect a previous waiver, authorisation or determination. Any such
          waiver, authorisation or determination will be binding on the
          Bondholders and, if the Trustee so requires, will be notified to the
          Bondholders as soon as practicable.

     13.2 PROOF OF DEFAULT: Proof that the Company has failed to pay a sum due
          to the holder of any one Bond will (unless the contrary be proved and
          in the absence


                                       18

          of manifest error) be sufficient evidence that it has made the same
          default as regards all other Bonds which are then payable.

14   TRUSTEE NOT PRECLUDED FROM ENTERING INTO CONTRACTS

     The Trustee may acquire, hold or dispose of any Bond or other security (or
     any interest therein) of the Company or any other person, may enter into
     or be interested in any contract or transaction with any such person and
     may act on, or as depositary or agent for, any committee or body of
     holders of any securities of any such person in each case with the same
     rights as it would have had if the Trustee were not acting as Trustee and
     need not account for any profit.

15   MODIFICATION

     The Trustee may agree without the consent of the Bondholders to any
     modification to this Trust Deed which is of a formal, minor or
     technical nature or is made to correct a manifest error or to comply with
     mandatory provisions of law. The Trustee may also so agree to any
     modification to this Trust Deed or to any modification of Bondholders'
     conversion rights in respect of the Bonds which is in its opinion not
     materially prejudicial to the interests of the Bondholders, but such
     power does not extend to any such modification as is mentioned in the
     proviso to paragraph 15 of Schedule 3. Any such modification will be
     binding on the Bondholders and, if the Trustee so requires, will be
     notified to the Bondholders as soon as practicable.

16   APPOINTMENT, RETIREMENT AND REMOVAL OF THE TRUSTEE

     16.1 APPOINTMENT: The Company has the power of appointing new trustees but
          no one may be so appointed unless previously approved by an
          Extraordinary Resolution. The Trustee will at all times be a trust
          corporation and may be the sole Trustee. Any appointment of a new
          Trustee will be notified by the Company to the Bondholders as soon as
          practicable.

     16.2 RETIREMENT AND REMOVAL: Any Trustee may retire at any time on giving
          at least 60 days' advance written notice to the Company without giving
          any reason and without being responsible for any costs occasioned by
          such retirement or, the appointment of a new trustee which shall be
          borne by the Company. The Bondholders may by Extraordinary Resolution
          remove any Trustee provided that the retirement or removal of a sole
          trust corporation will not become effective until a trust corporation
          is appointed as successor Trustee. If a sole trust corporation gives
          notice of retirement or an Extraordinary Resolution is passed for its
          removal, the Company will use all reasonable endeavours to procure
          that another trust corporation be appointed as Trustee and if, after
          60 days of such notice having been given the Company has failed to do
          so, the Trustee shall be entitled but not obliged to appoint another
          trust corporation selected by the Trustee as its successor.

     16.3 CO-TRUSTEES: The Trustee may, despite Clause 16.1, by advance written
          notice to the Company appoint anyone to act as an additional Trustee
          jointly with the Trustee:


                                       19


          16.3.1 if the Trustee considers such appointment to be in the
                 interests of the Bondholders;

          16.3.2 to conform with any legal requirement, restriction or condition
                 in a jurisdiction in which a particular act is to be performed;
                 or

          16.3.3 to obtain a judgment or to enforce a judgment or any provision
                 of this Trust Deed in any jurisdiction.

          Subject to the provisions of this Trust Deed the Trustee may confer on
          any person so appointed such functions as it thinks fit (provided that
          such functions shall not extend beyond those functions empowered to
          the Trustee pursuant to this Trust Deed or the CB Security Documents).
          The Trustee may by written notice to the Company and that person
          remove that person. At the Trustee's request, the Company will
          forthwith do all things as may be required to perfect such appointment
          or removal and it irrevocably appoints the Trustee to be its attorney
          in its name and on its behalf to do so. The Trustee shall not be
          responsible for supervising any such additional trustee.

     16.4 COMPETENCE OF A MAJORITY OF TRUSTEES: If there are more than two
          Trustees the majority of them will be competent to perform the
          Trustee's functions provided the majority includes a trust
          corporation.

     16.5 SUCCESSOR: Any corporation into which the Trustee may be merged or
          converted or with which it may be consolidated, or any corporation
          resulting from any merger, conversion or consolidation to which the
          Trustee shall be a party, or any corporation succeeding to all or
          substantially all the corporate trust business of the Trustee, shall
          be the successor of the Trustee hereunder (provided it is a trust
          corporation) without the execution of filing of any papers or any
          further act on the part of any of the parties hereto.

17   CURRENCY INDEMNITY

     17.1 CURRENCY OF ACCOUNT AND PAYMENT: U.S. Dollars (the "CONTRACTUAL
          CURRENCY") is the sole currency of account and payment for all sums
          payable by the Company under or in connection with this Trust Deed and
          the Bonds, including damages. If any sum due from the Company in
          respect of the Bonds under the Trust Deed or any order or judgment
          given or made in relation thereto has to be converted from the
          currency (the "first currency") in which the same is payable under
          these Conditions or such order or judgment into another currency (the
          "second currency") for the purpose of (a) making or filing a claim or
          proof against the Company, (b) obtaining an order or judgment in any
          court or other tribunal or (c) enforcing any order or judgment given
          or made in relation to the Bonds, the Company shall indemnify each
          Bondholder, on the written demand of such Bondholder addressed to the
          Company and delivered to the Company or to the specified office of the
          Registrar or any Paying and Transfer Agent with its specified office
          in London against any loss suffered as a result of any discrepancy
          between (i) the rate of


                                        20


          exchange used for such purpose to convert the sum in question from the
          first currency into the second currency and (ii) the rate or rates of
          exchange at which such Bondholder may in the ordinary course of
          business purchase the first currency with the second currency upon
          receipt of a sum paid to it in satisfaction, in whole or in part, of
          any such order, judgment, claim or proof.

     17.2 INDEMNITIES SEPARATE: This indemnity and the indemnity in Clause 10.4
          constitute separate and independent obligations from the other
          obligations in this Trust Deed, will each give rise to a separate and
          independent cause of action, will apply irrespective of any indulgence
          granted by the Trustee and/or any Bondholder and will continue in full
          force and effect despite any judgment, order, claim or proof for a
          liquidated amount in respect of any sum due under this Trust Deed
          and/or the Bonds or any judgment or order. No proof of actual loss may
          be required.

18   COMMUNICATIONS

     Any communication shall be in the English language, by letter sent by
     registered post or courier or by fax:

          in the case of the Company, to it at:

          No. 3055 Middle Fuxing Road
          Baoding
          People's Republic of China

          Fax no.:   86 312 3151 881
          Attention: Conghui Liu

          and in the case of the Trustee, to it at:

          DB Trustees (Hong Kong) Limited
          55/F Cheung Kong Center
          2 Queen's Road Central
          Hong Kong

          Fax no.: 852-2203-7320

          Attention: The Directors

     or to such other address or facsimile number as shall have been notified
     (in accordance with this Clause) to the other parties hereto.
     Communications will take effect, in the case of delivery, when delivered
     or, in the case of fax, at the time of despatch if the correct error-free
     transmission report is received provided that if such communication would
     take effect outside business hours in the place of receipt then it shall
     be deemed to be received on the next business day in the place of receipt.
     Any communication not by letter shall be confirmed by letter but failure
     to send or receive the letter of confirmation shall not invalidate the
     original communication.


                                       21



19   GOVERNING LAW AND JURISDICTION

     19.1  GOVERNING LAW: This Trust Deed shall be governed by and construed in
           accordance with English law.

     19.2  JURISDICTION: The Company agrees for the benefit of the
           Trustee that the courts of England shall have jurisdiction to
           hear and determine any suit, action or proceedings arising out
           of or in connection with this Trust Deed ("PROCEEDINGS") and,
           for such purposes, irrevocably submits to the jurisdiction of
           such courts.

     19.3  NON-EXCLUSIVITY. The submission to the jurisdiction of the
           court of England shall not (and shall not be construed so as
           to) limit the right of the Trustee to take Proceedings in any
           other court of competent jurisdiction, nor shall the taking of
           Proceedings in any one or more jurisdictions preclude the
           taking of Proceedings in any other jurisdiction (whether
           concurrently or not) if and to the extent permitted by law.

     19.4  SERVICE OF PROCESS: The Company irrevocably appoints Law
           Debenture Corporate Services Limited currently at Fifth Floor,
           100 Wood Street, London EC2V 7EX as its authorised agent for
           service of process in England. The Company will procure that,
           so long as any of the Bonds is outstanding, there shall be in
           force an appointment of such a person with an office in
           England with authority to accept service as aforesaid on
           behalf of the Company and shall notify the Trustee of any such
           new appointment and, failing such appointment and notification
           within 15 days after demand by or on behalf of the Trustee,
           the Trustee shall be entitled by notice to the Company to
           appoint such person. Nothing herein shall affect the right to
           serve process in any other manner permitted by law.

     19.5  CONSENT TO ENFORCEMENT: The Company irrevocably consents
           generally to the giving of any relief or the issue of any
           process in connection with any Proceedings, including (without
           limitation) the making, enforcement or execution against any
           property whatsoever (irrespective of its use or intended use)
           of any order or judgment or award which may be made or given
           in such Proceedings or arbitral proceedings.

20   COUNTERPARTS

     This Trust Deed may be executed in counterparts which when taken together
     shall constitute one and the same document.


                                       22



                                   SCHEDULE 1
               FORM OF CERTIFICATE FOR DEFINITIVE TRANCHE A BONDS
               --------------------------------------------------

[IDENTIFYING NUMBER]

                  YINGLI GREEN ENERGY HOLDING COMPANY LIMITED.
   (INCORPORATED WITH LIMITED LIABILITY UNDER THE LAWS OF THE CAYMAN ISLANDS)
                     US$38,000,000 TRANCHE A BONDS DUE 2008



The Tranche A Bond or Tranche A Bonds in respect of which this Certificate is
issued, the identifying numbers of which are noted below, are in registered form
and form part of a series designated as specified in the title (the "TRANCHE A
BONDS") of Yingli Green Energy Holding Company Limited. (the "COMPANY") and
constituted by the Trust Deed referred to on the reverse hereof. The Tranche A
Bonds are subject to, and have the benefit of, that Trust Deed and the terms and
conditions (the "CONDITIONS") set out on the reverse hereof.

The Company hereby certifies that [     ] of [      ] is, at the date hereof,
entered in the register of Bondholders as the holder of Tranche A Bonds in the
principal amount of US$-([     ] United States Dollars). For value received,
the Company promises to pay the person who appears at the relevant time on the
register of Bondholders as holder of the Tranche A Bonds in respect of which
this Certificate is issued such amount or amounts as shall become due in respect
of such Tranche A Bonds and otherwise to comply with the Conditions.

This Certificate is evidence of entitlement only. Title to the Tranche A Bonds
passes only on due registration on the register of Bondholders and only the duly
registered holder is entitled to payments on Tranche A Bonds in respect of which
this Certificate is issued.

This Certificate shall not be valid for any purpose until authenticated by or on
behalf of the Registrar.

The Certificate is governed by, and shall be construed in accordance with,
English law.

IN WITNESS whereof the Company has caused this Certificate to be signed on its
behalf.

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED.



- -----------------------------------

Name:

Director / Authorised Officer


                                       23



ISSUED ON [-] NOVEMBER 2006

AUTHENTICATED FOR AND ON BEHALF OF
DEUTSCHE BANK AG, HONG KONG BRANCH
as registrar without recourse, warranty
or liability


By:      ..................
         [manual signature]
         (duly authorised)


                                       24



                   TERMS AND CONDITIONS OF THE TRANCHE A BONDS



     The following terms and conditions (except for the sentences in italics)
will be endorsed on the Certificates issued in respect of the Tranche A Bonds:

     The issue of US$38,000,000 Bonds due 2008 (the "TRANCHE A BONDS", which
expression shall include any additional Tranche A Bonds issued pursuant to the
Trust Deed (as defined below)), of Yingli Green Energy Holding Company Limited.
(the "COMPANY") was authorised by resolutions of the Board of Directors of the
Company adopted on or about 13 November 2006 and by the shareholders of the
Company by way of unanimous written resolutions adopted on or about 13 November
2006. The Tranche A Bonds are constituted by a trust deed (the "TRUST DEED") to
be dated on or about 13 November 2006 and made between the Company and DB
Trustees (Hong Kong) Limited as Trustee (the "TRUSTEE", which term includes any
additional or successor trustee under the Trust Deed) for the holders of the
Tranche A Bonds (the "BONDHOLDERS"). The Company has entered into a paying and
conversion agency agreement (the "AGENCY AGREEMENT") to be dated on or about 13
November 2006 with the Trustee, Deutsche Bank AG as the principal paying and
transfer agent and as registrar (together the "AGENTS") in relation to the
Tranche A Bonds. The registrar, principal paying and conversion agent, paying
agents and transfer agents for the time being are referred to below as the
"REGISTRAR", the "PRINCIPAL AGENT", the "PAYING AGENTS" (which expression shall
include the Principal Agent), and the "TRANSFER AGENTS" (which expression shall
include the Principal Agent) respectively. The statements in these Terms and
Conditions (the "CONDITIONS") include summaries of, and are subject to, the
detailed provisions of the Trust Deed and the Agency Agreement. Copies of the
Trust Deed and the Agency Agreement are available for inspection at the
registered office of the Trustee being at the date hereof at 55/F Cheung Kong
Center, 2 Queen's Road Central, Hong Kong and at the specified offices of each
of the Agents. The Bondholders are entitled to the benefit of the Trust Deed and
are bound by, and are deemed to have notice of, all the provisions of the Trust
Deed and the Agency Agreement.

1.   STATUS

(a)  The Tranche A Bonds constitute direct, unconditional, unsubordinated
     and secured senior obligations of the Company and rank pari passu among
     themselves.

(b)  The obligations of the Company under the Tranche A Bonds and the Trust
     Deed are secured under the security created in favour of the Trustee
     under the following security documents (the "CB SECURITY DOCUMENTS");

     (i)   a pledge in favour of the Trustee over 100% of the Company's
           shareholding in Baoding Tianwei Yingli New Energy Resources Company
           Limited ("TYNER"); and

     (ii)  a fixed and floating charge over all assets of the Company
           including (without limitation) an assignment of the YGEH
           Account.


                                       25



In certain circumstances, the Trustee can (subject to it being indemnified
and/or secured to its satisfaction) exercise certain of its powers under the
Trust Deed (including those arising in connection with the CB Security
Documents) to take proceedings to enforce the obligations of the Company
thereunder.

2.   FORM AND DENOMINATION

     The Tranche A Bonds are issued in registered form in the denomination of
US$500,000 each and in integral multiples thereof. A bond certificate (each a
"CERTIFICATE") will be issued to each Bondholder in respect of its registered
holding of Tranche A Bonds. Each Tranche A Bond and each Certificate will have
an identifying number which will be recorded on the relevant Certificate and in
the register of Bondholders which the Company will procure to be kept by the
Registrar.

3.   TITLE

     Title to the Tranche A Bonds passes only by transfer and registration in
the register of Bondholders. The holder of any Tranche A Bond will (except as
otherwise required by law) be treated as its absolute owner for all purposes
(whether or not it is overdue and regardless of any notice of ownership, trust
or any interest in it or any writing on, or the theft or loss of, the
Certificate issued in respect of it) and no person will be liable for so
treating the holder. In these Conditions, "BONDHOLDERS" and (in relation to a
Tranche A Bond) "HOLDER" means the person in whose name a Tranche A Bond is
registered.

4.   TRANSFERS OF TRANCHE A BONDS; ISSUE OF CERTIFICATES

(A)  TRANSFERS

     A Tranche A Bond may be transferred by depositing the Certificate issued in
respect of that Tranche A Bond, with the form of transfer on the back duly
completed and signed, at the specified office of the Registrar or any of the
Transfer Agents.

(B)  DELIVERY OF NEW CERTIFICATES

     Each new Certificate to be issued upon any transfer of Tranche A Bonds
will, within five business days of receipt by the relevant Transfer Agent of the
form of transfer, be mailed by uninsured mail at the risk of the holder entitled
to the relavant Tranche A Bond to the address specified in the form of transfer.
For the purposes of this Condition 5, "BUSINESS DAY" shall mean a day (other
than a Saturday or Sunday) on which banks are open for business in London,
Singapore and Hong Kong and the city in which the specified office of the
Transfer Agent with whom the form of transfer deposited in connection with the
transfer is located.

     Where some but not all the Tranche A Bonds in respect of which a
Certificate is issued are to be transferred or repurchased, a new Certificate in
respect of the Tranche A Bonds not so transferred or repurchased will, within
five business days of deposit or surrender of the original Certificate with or
to the relevant Transfer Agent, Paying Agent or Conversion Agent, be mailed by
uninsured mail at the risk of the holder of the Tranche A


                                       26



Bonds not so transferred or repurchased to the address of such holder appearing
on the register of Bondholders.

(C)  FORMALITIES FREE OF CHARGE

     Registration of any transfer of Tranche A Bonds and issuance of new
Certificates will be effected without charge by or on behalf of the Company or
any of the Agents, subject to payment (or the giving of such indemnity as the
Company or any of the Agents may require) in respect of any tax or other
governmental charges which may be imposed in relation to it.

(D)  NO TRANSFER PERIODS

     No Bondholder may require the transfer of a Tranche A Bond to be registered
(i) during the period of 15 days ending on (and including) the due date for any
payment of principal, premium, if any, or interest on such Tranche A Bond; or
(ii) during the period of seven days ending on (and including) the dates for
redemption pursuant to Conditions 10(B) and 10(C).

(E)  REGULATIONS

     All transfers of Tranche A Bonds and entries on the register of Bondholders
will be made subject to the detailed regulations concerning transfer of Tranche
A Bonds set forth in the Agency Agreement. The regulations may be changed by the
Company, with the prior written approval of the Trustee and the Registrar. A
copy of the current regulations will be mailed (at the Company's expense) by the
Registrar to any Bondholder who asks for one.

5.   REPRESENTATIONS AND WARRANTIES

     The Company in respect of itself and its Subsidiaries represents and
warrants to the Trustee and to each Bondholder that on the date hereof, on the
date of issuance of the Bonds and (except in the case of Conditions 5.6(A),
5.6(B), 5.9, 5.14, 5.15, 5.19, 5.20, 5.21, 5.22(C), 5.22(E), 5.24 and 5.25) on
each Interest Payment Date during the period that the Bonds remain outstanding
(with reference to the facts then subsisting), except for the Exceptions (but
without prejudice to the Company's obligations under Condition 6.3.12):

5.1  DULY INCORPORATED

     The Company and each of its Subsidiaries is a company duly incorporated and
validly existing under the laws of the jurisdiction of its incorporation; and
each of them has full power and authority to conduct its business and is
lawfully qualified to do business in those jurisdictions in which business is
conducted by it.

5.2  DOCUMENTS DULY AUTHORISED

     Each of this Trust Deed and the other Transaction Documents has been
duly authorised, executed and delivered by the Group members party thereto, has
been duly authorised by each such Group member, and on and from the date of
issuance of the Bonds will constitute valid and legally binding obligations of
such Group member, enforceable


                                       27



against such Group member in accordance with their terms (save as otherwise
specified in the Legal Opinions).

5.3  SECURITY DULY AUTHORISED

     The security interests created or to be created pursuant to the Initial
Security Documents has been duly authorised by each of the Group members party
thereto and, when the relevant Security Documents have been executed and
delivered, will constitute valid and legally binding obligations of each of
them, enforceable (subject to the approval of the Hebei Provincial Commercial
Bureau to the PRC Share Pledges, the registration of the PRC Share Pledges with
the local Administration of Industry and Commerce and recording of the PRC Share
Pledges on the shareholder register of TYNER) against them in accordance with
their terms, and confer on the Security Trustee the Security as contemplated
therein (save as otherwise specified in the Legal Opinions).

5.4  NO CONSENTS

     No consent, clearance, approval, authorisation, order, registration or
qualification of or with any court, governmental agency or regulatory body or
any other Person is or was required and no other action or thing is required to
be taken, fulfilled or done for the issue or offer of the Notes, the creation of
the security contemplated in the Security Documents, the acquisition by MLS of
100% of the shares of the Issuer, the IPO Event (other than Authorizations
required by the competent authorities of the United States or such other
jurisdiction of the exchange on which the IPO Event is to occur, and save as
specified in the Legal Opinions), the acquisition of the Company's initial stake
in TYNER from Baoding Yingli Group Company Limited, the injection of additional
equity capital into TYNER by the Company, the giving of the PRC Share Pledges,
the execution of the Existing Joint Venture Agreement, Equity Purchase Agreement
and Series A Agreements, or the consummation of the other transactions
contemplated by the Transaction Documents, other than (a) those that have
already been duly obtained, including any such actions as may be required to be
obtained from the Ministry of Commerce, the State Administration of Industry and
Commerce, State Administration of Foreign Exchange, the State-owned Asset
Supervision and Administrative Committee, the State Tax Bureau (whether under
SAFE Circular 75, the Provisions on the Merger and Acquisition of Domestic
Enterprises by Foreign Investors, or otherwise, and whether at the national or
the local levels of such bodies), any Group member, or any other Person party to
any of the Transaction Documents or Material Contracts or any other Person
having jurisdiction over such Person (including the Shanghai Stock Exchange or
any shareholder of Baobian), without any further requirement including (without
limitation) as to anti-dilutive or pre-emptive rights of other Persons, (b) (i)
the issuance of the capital verification report and business licence relating to
the Initial Equity Injection, the First Equity Injection and the Second Equity
Injection, and (ii) the approvals of the Baoding State-owned Assets Supervision
and Administration Committee and the Hebei Provincial Commercial Bureau (or in
respect of the Second Equity Injection, the Ministry of Commerce, as the case
may be), registration with the Baoding Administration of Industry and Commerce
in relation to the First Equity Injection and the Second Equity Injection, and
(c) Authorizations required under PRC law to be obtained in connection with the
registration (as noted in Condition 5.3), actual foreclosure or other transfer
of the shares subject to the PRC Share Pledges.


                                       28



5.5  NO CONFLICT

     The execution and delivery of the Transaction Documents, the issue or offer
of the Bonds, the creation of the security contemplated in the Security
Documents, the consummation of the transactions herein and therein contemplated
and compliance with the terms hereof and thereof, do not conflict with or result
in a breach of any of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any lien, charge or encumbrance upon
the property of any Group member pursuant to the documents constituting any of
the Group members, or any indenture, trust deed, mortgage, any Material
Contract, or other agreement or instrument to which any of them is a party or by
which any of them or any of their properties are bound, or infringe any existing
applicable law, rule, regulation, judgment order, authorisation or decree of any
government, governmental body or court, domestic or foreign, having jurisdiction
over any of them or any of their properties or assets or infringe the rules of
any stock exchange on which securities of any of them are listed, in each case
where such conflict, breach, default, creation or imposition would have or would
be reasonably likely to have a Material Adverse Effect.

5.6  FINANCIAL STATEMENTS

(a)  The unaudited consolidated financial statements of TYNER for each of the
     years ended 31 December 2003, 31 December 2004 and 31 December 2005 and for
     the 6 months period ended 30 June 2006 were delivered at or prior to the
     Issue Date and were in accordance with GAAP consistently applied and fairly
     present the consolidated financial position of TYNER as at the relevant
     dates and the consolidated results of operations and changes in financial
     position of TYNER for the periods in respect of which they have been
     prepared; and

(b)  since December 31, 2005 up to the Issue Date, there has been no Material
     Adverse Effect.

5.7  TITLE TO PROPERTIES

     The Company and its Subsidiaries have good and marketable title to all real
properties and good and marketable title to all other properties and assets
owned by them, in each case free from liens, encumbrances and defects that would
materially affect the value thereof or materially interfere with the use made or
to be made thereof by them and the Company and its Subsidiaries hold any leased
real or personal property under valid and enforceable leases with no exceptions
that would interfere with the use made or to be made thereof by them where
failure to comply with any of the foregoing would have or would be reasonably
likely to have a Material Adverse Effect.

5.8  LICENCES

     The Company and its Subsidiaries possess all certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary to
conduct the business now operated by them and have not received any notice of
proceedings relating to the revocation or modification of any such certificate,
authority or permit, in each case where failure to comply with any of the
foregoing would have or would be reasonably likely to have a Material Adverse
Effect.


                                       29



5.9  SHAREHOLDINGS

     Subject only to the security rights created or to be created under the
Initial Security Documents, (i) the Issuer is the legal and beneficial owner of
88.1% of the issued share capital of, and voting rights in, the Company (on a
Fully Diluted Basis) and (ii) before and after giving effect to the Initial
Equity Injection, the Company will be the legal and beneficial owner of 51% and
53.98% respectively of the issued equity capital of, and a majority of the
voting rights in, TYNER (on a Fully Diluted Basis). The Company has contributed
the amount of US$17,000,000 for purposes of the Initial Equity Injection and the
Company and TYNER are in the process of obtaining the capital verification and
renewal of final business licence in relation thereto.

5.10 INTELLECTUAL PROPERTY

     The Company and its Subsidiaries own, possess or can acquire on reasonable
terms, adequate trademarks, trade names and other rights to inventions,
know-how, patents, copyrights, confidential information and other intellectual
property (collectively, "INTELLECTUAL PROPERTY RIGHTS") which is material to the
business of the Group (taken as a whole).

5.11 ENVIRONMENTAL COMPLIANCE

     Neither the Company nor any of its Subsidiaries is in violation of any
statute, any rule, regulation, decision or order of any governmental agency or
body or any court, domestic or foreign, relating to the use, disposal or release
of hazardous or toxic substances or relating to the protection or restoration of
the environment or human exposure to hazardous or toxic substances
(collectively, "ENVIRONMENTAL LAWS"), owns or operates any real property
contaminated with any substance that is subject to any environmental laws, is
liable for any off-site disposal or contamination pursuant to any environmental
laws, or is subject to any claim relating to any environmental laws where this
would have or would be reasonably likely to have a Material Adverse Effect.

5.12 NO PROCEEDINGS

     There are no pending disputes (including labour disputes), actions, suits
or proceedings against or affecting (or to the best of the knowledge of the
Issuer), threatened or contemplated against the Company or any of its
Subsidiaries or any of their respective properties, in each case which if
adversely determined are reasonably likely to have a Material Adverse Effect.

5.13 NO DEFAULT

     No Default has occurred and is continuing or would be continuing
immediately following the issue of the Bonds.


                                       30



5.14 STAMP DUTY

     Under the laws of the CI, BVI and the PRC, it is not necessary that any CI,
BVI or PRC stamp, registration or similar tax, stamp duty or similar levy be
paid on or in relation to the issue of the Bonds or any of the Transaction
Documents.

5.15 NO WITHHOLDING

     All payments by the Company or any other Group member under any
Transaction Document to which it is a party may be made free and clear of, and
without withholding or deduction for or on account of, any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or on behalf of the CI, BVI or the PRC or any
political sub-division or any authority thereof or therein having power to tax.

5.16 PRIVATE ACTS

     The entry into and performance of the Transaction Documents are private
commercial acts of the Company and each Group member party thereto and none of
them will be entitled to any immunity from suit, execution or other legal
process in respect thereof.

5.17 COMPLIANCE WITH LAWS/NO VIOLATION

     The Company and each Group member is in compliance in all respects with,
and the performance of the Company and each Group member of their respective
obligations under the Transaction Documents to which it is party will not be in
breach of, all applicable provisions of the laws and regulations of the CI, BVI
and the PRC (including, without limitation, anti-money laundering and
anti-corruption laws and regulations), none of the Company or any Group member
is in violation of its charter or by-laws or similar organizational documents,
and none of them is in default and no event has occurred that, with notice or
lapse of time or both, would constitute such a default in the due performance or
observance of any term, covenant or condition contained in any trust deed,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which any of them is a party or by which any of them is bound or to which any of
the property or assets of any of them is subject, in each case where failure to
comply with any of the foregoing would have or would be reasonably likely to
have a Material Adverse Effect.

5.18 GOVERNING LAW

     Save as specified in the Legal Opinions, in any proceedings taken in the
CI, BVI, United Kingdom, Hong Kong or the PRC in relation to such of the
Transaction Documents expressed to be governed by English, CI, BVI or PRC law,
respectively, the choice of English law, CI law, BVI law or PRC law, as the case
may be, as the governing law of such Transaction Document will be recognised and
enforced in the CI, BVI or the PRC, as appropriate after compliance with the
applicable procedural rules in the CI, BVI or the PRC, as the case may be.


                                       31



5.19 RULES AND REGULATIONS ENFORCED BY THE OFFICE OF FOREIGN ASSETS CONTROL OF
     THE U.S. DEPARTMENT OF THE TREASURY (THE "OFAC REGULATIONS")

     The Company's use of the proceeds from the offer and sale of the Bonds will
not conflict with, or result in a breach or violation of, the OFAC Regulations
by any of the parties to this Agreement and neither the Bonds, any Group member
nor any director, officer, agent or employee of any of them, has been designated
a sanctioned person under the OFAC Regulations.

5.20 INVESTMENT COMPANY

     Neither the Company nor any of its Subsidiaries is an open-end investment
company, unit investment trust or face-amount certificate company that is or is
required to be registered under Section 8 of the US Investment Company Act of
1940 (the "INVESTMENT COMPANY ACT"); and the Company is not and, after giving
effect to the offering and sale of the Bonds and the application of the proceeds
thereof, will not be an "investment company" as defined in the Investment
Company Act.

5.21 REGULATION S

     The Company is a "foreign issuer" (as such term is defined in Regulation S)
which reasonably believes that there is no "substantial U.S. market interest"
(as such term is defined in Regulation S) in the Company 's securities and the
Company has implemented the necessary "offering restrictions" (as such term is
defined in Regulation S).

5.22 TAXES, ACCOUNTING CONTROLS, SOLVENCY, DISCLOSURE, FOREIGN EXCHANGE CONTROLS

(a)  Save for any taxes which are unpaid or being contested in good faith but in
     each case for which adequate reserves have been established in accordance
     with GAAP, the Company and its Subsidiaries have paid all national,
     provincial, state, local and foreign taxes and filed all tax returns
     required to be paid or filed to the date hereof; there is no tax deficiency
     that has been, or could reasonably be expected to be, asserted against the
     Company or any of its Subsidiaries or any of their respective properties or
     assets, where failure to comply would have or would be reasonably likely to
     have a Material Adverse Effect.

(b)  The Company and its Subsidiaries maintain systems of internal accounting
     controls sufficient to provide reasonable assurance that: (i) transactions
     are executed in accordance with management's general or specific
     authorizations; (ii) transactions are recorded as necessary to permit
     preparation of financial statements in conformity with generally accepted
     accounting principles and to maintain asset accountability; (iii) access to
     assets is permitted only in accordance with management's general or
     specific authorization; and (iv) the recorded accountability for assets is
     compared with the existing assets at reasonable intervals and appropriate
     action is taken with respect to any differences.

(c)  On and immediately after the date of issuance of the Bonds, the Company and
     its Subsidiaries (after giving effect to the issuance of the Bonds and the
     other transactions related thereto) will be Solvent. As used in this
     Clause, the term


                                       32



     "Solvent" means, with respect to a particular date, that on such date: (i)
     the present fair market value (or present fair saleable value) of the
     respective assets of the Company and its Subsidiaries is not less than the
     total amount required to pay each of their respective liabilities on its
     total existing debts and liabilities (including contingent liabilities) as
     they become absolute and matured; (ii) the Company and its Subsidiaries are
     able to realize upon its assets and pay its debts and other liabilities,
     contingent obligations and commitments as they mature and become due in the
     normal course of business; (iii) assuming closing of the issuance of the
     Bonds, the Company and its Subsidiaries are not incurring debts or
     liabilities beyond their ability to pay as such debts and liabilities
     mature; (iv) the Company and its Subsidiaries are not engaged in any
     business or transaction, and do not propose to engage in any business or
     transaction, for which their respective properties would constitute
     unreasonably small capital after giving due consideration to the prevailing
     practice in the industry in which they are engaged; and (v) neither the
     Company nor any of its Subsidiaries is a defendant in any civil action that
     would result in a judgment that it is or would be unable to satisfy.

(d)  The information (including, without limitation, the information listed in
     Schedule 8 of the Notes Trust Deed) provided in writing by or on behalf of
     the Company and its Subsidiaries in connection with the transactions
     contemplated hereby was, at the date of its provision, true, complete and
     accurate in all material respects and did not contain any untrue statement
     of a material fact or omitted to state a material fact necessary in order
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading.

(e)  There is nothing under applicable PRC law (other than the requirement to
     establish and maintain a reserve fund and workers' bonus and staff welfare
     fund and enterprise development fund from TYNER's after-tax profits) that
     restricts TYNER from remitting the full amount of its distributable profits
     that were earned for any period, together with retained earnings of prior
     periods, as at the end of such period, to the Company (and the other
     shareholder(s) of TYNER) as and when determined by its board of directors.

5.23 NO INDEBTEDNESS

     There is no Indebtedness for borrowed money owing by the Company other than
pursuant to or contemplated under the Transaction Documents. Since its
incorporation, the Company has not engaged in any business or incurred any
liabilities other than the holding of its investment in the capital of TYNER and
those activities customarily undertaken by such a holding company holding such
an investment.

5.24 OPTIONS OR CALLS FOR SHARES

     Other than pursuant to the Series A Agreements, the Existing Joint Venture
Agreement, the Existing FOTIC Agreement and the Transaction Documents, there is
no agreement or commitment outstanding which calls for the allotment, issue,
transfer of, or accords to any person the right to call for the allotment, issue
or transfer of, any shares of the Company or any of its Subsidiaries.


                                       33



5.25 RAISING PRIVATE EQUITY

     The Company is in discussions with certain third parties with a view to
raising further private equity in the region of US$80 million within the next
few months in anticipation of a possible IPO Event in 2007.

6.   COVENANTS

6.1  FINANCIAL AND OTHER INFORMATION

6.1.1 FINANCIAL STATEMENTS

     The  Company shall procure that the Trustee is supplied with:

(A)  as soon as the same are available and in any event within 180 days of the
     end of its financial year for 2006, the audited financial statements of
     TYNER for each of the years ended 31 December 2003, 31 December 2004 and 31
     December 2005, for the 6 months period ended 30 June 2006, and for the year
     ended 31 December 2006, in each case prepared and audited by KPMG Huazhen;

(B)  as soon as the same are available (and in any event within 120 days of the
     end of each of its other financial years), its audited Consolidated
     financial statements for that financial year;

(C)  as soon as the same are available (and in any event, within 45 days of the
     end of each of its financial quarters ending in December 2006, March 2007,
     June 2007 and September 2007, but within 30 days of the end of each of its
     financial quarters thereafter) (i) its unaudited Consolidated quarterly
     management financial statements for that financial quarter, and (ii) its
     unaudited quarterly stand-alone management financial statements of each
     Subsidiary Operating Company for that financial quarter;

(D)  together with any financial statements specified in paragraphs (A) to (C)
     above, an Officers' Certificate of the Company:

     (i)  confirming that no Default is outstanding or if a Default is
          outstanding, specifying the Default and the steps, if any, being taken
          to remedy it; and

     (ii) setting out in reasonable detail computations establishing, as at the
          date of such financial statements, whether each of the financial
          ratios set out in Condition 6.2 were complied with; and

(E)  within ten (10) days after the occurrence of such event, information with
     respect to:

     (i)  any change in the independent Auditors or registered public
          accountants of the Company or any of its Subsidiaries (unless such
          information has already been provided pursuant to Condition 6.4.13);
          and

     (ii) any acquisition or disposal deemed material in accordance with GAAP.


                                       34



6.1.2 REQUIREMENTS AS TO FINANCIAL STATEMENTS

     Each set of financial statements delivered pursuant to Condition 6.1.1(A)
and (B) shall be certified by an Officer's Certificate of the Company, stating
that such financial statements have been prepared in accordance with GAAP and
(if audited) presenting a true and fair view of or (if quarterly unaudited)
fairly presenting the Company's Consolidated financial condition or such
Subsidiary Operating Company's stand-alone financial condition, as the case may
be, as at the date to which they were drawn up for the relevant period, subject
in the case of quarterly financial statements to normal year end adjustments.

6.1.3 NOTIFICATION OF DEFAULT

(A)  The Company shall notify the Trustee of any Default (describing in
     reasonable detail what the Default is, its causes (so far as known to the
     Company) and the steps, if any, being taken or proposed to be taken to
     remedy it) promptly upon becoming aware of its occurrence.

(B)  Promptly upon a request by the Trustee, the Company shall supply to the
     Trustee an Officers' Certificate on its behalf certifying that no Default
     is continuing (or if a Default is continuing, specifying the Default and
     the steps, if any, being taken to remedy it).

6.1.4 NOTICES TO BONDHOLDERS

     The Company shall send to the Trustee not less than 14 days (or such
shorter period as may be agreed by the Trustee) prior to the date of publication
the form of each notice to be given to Bondholders pursuant to any Transaction
Document and, once given, two copies of each such notice, such notice to be in a
form approved by the Trustee.

6.1.5 CHANGE IN AGENTS

     The Company shall give at least 14 days' prior notice to the Bondholders of
any future appointment, resignation or removal of an Agent or of any change by
an Agent of its specified office and not make any such appointment or removal
without the Trustee's written approval.

6.1.6 NOTES

     The Company shall send to the Trustee as soon as reasonably practicable
after being so requested by the Trustee a certificate of the Company, signed by
one of its authorised signatories stating the number of Bonds held at the date
of such certificate by or on behalf of the Company or its Subsidiaries or any
Affiliate.

6.1.7 PROVISION OF CERTAIN CORPORATE ACTIONS

     The Company shall provide the Trustee with copies of every balance sheet,
profit & loss account, report, circular and notice of meeting and every other
document issued or sent to shareholders or holders of securities of the Company
or TYNER promptly after the issue or publication thereof.


                                       35



6.1.8 [INTENTIONALLY OMITTED.]

6.1.9 INFORMATION

     The Company shall notify the Trustee of the date of any IPO Event as soon
as practicable, and shall from time to time give or procure to be given to each
of the Trustee and the Security Trustee such opinions, certificates, information
and evidence regarding the financial conditions, assets and operations of the
Company and its Subsidiaries as the Trustee or Security Trustee shall reasonably
require and in such form as it shall reasonably require for the purpose of the
discharge or exercise of the duties, trusts, powers, authorities and discretions
vested in it under the Trust Deed and other Transaction Documents or by
operation of law.

6.2  FINANCIAL COVENANTS

     The Company will procure that at the end of each Ratio Period ending on
each 31 March, 30 June, 30 September and 31 December of each year, commencing
with the Ratio Period ending on 30 June 2007, its:

(A)  ratio of Current Assets to Current Liabilities shall be equal to or less
     than 3.40 (as at the end of the Ratio Periods ending 30 June 2007 and 30
     September 2007) or 2.75 (as at the end of the Ratio Periods ending 31
     December 2007 and 31 March 2008) or 2.50 (as at the end of the Ratio
     Periods ending after 31 March 2008);

(B)  ratio of Consolidated EBITDA to Consolidated Interest Expense shall be more
     than or equal to 5.00 (as at the end of any Ratio Period);

(C)  ratio of Consolidated Cash Flow From Operations to Consolidated Total Debt
     shall be more than or equal to 10% (as at the end of the Ratio Periods
     ending 30 June 2007 and 30 September 2007) or 15% (as at the end of the
     Ratio Period ending 31 December 2007) or 30% (as at the end of the Ratio
     Period ending 31 March 2008) or 50% (as at the end of the Ratio Periods
     ending after 31 March 2008);

(D)  Ratio of Consolidated Total Debt to Consolidated EBITDA shall be less than
     or equal to 2.75 (as at the end of the Ratio Period ending 30 June 2007) or
     2.00 (as at the end of the Ratio Period ending 30 September 2007) or 1.75
     (as at the end of the Ratio Periods ending 31 December 2007 and 31 March
     2008) or 1.50 (as at the end of the Ratio Periods ending after 31 March
     2008); and

(E)  ratio of Consolidated Total Debt to Shareholders' Equity shall be less than
     or equal to 1.25 (as at the end of the Ratio Periods ending 30 June 2007
     and 30 September 2007) or 1.00 (as at the end of the Ratio Periods ending
     after 30 September 2007).

6.3  POSITIVE UNDERTAKINGS

6.3.1 USE OF PROCEEDS

(A)  The Company agrees and acknowledges that the net proceeds (after giving
     effect to all obligations of the Issuer in connection with the payment of
     fees, discounts,


                                       36



     expenses and other transaction costs in relation thereto) of the issue of
     the Notes by the Issuer will be used by the Issuer to purchase all the
     Bonds to be issued by the Company.

(B)  The Company shall procure that the net proceeds (the "NET PROCEEDS") of the
     issue of the Bonds (after giving effect to all obligations of the Company
     in connection with the payment of fees, discounts, expenses and other
     transaction costs in relation thereto) will be used by the Company as
     follows:

     (i)  up to US$62,000,000 shall be deposited into the YGEH Account. Subject
          to satisfaction of the relevant conditions, and in the amounts and at
          the times, specified in the First Escrow Agreement, such amount may be
          transferred from the YGEH Account to the PRC Account and subject to
          (C) below, shall be used for purposes of the Company's equity
          injection into TYNER which will increase the Company's equity in TYNER
          from 53.98% to 62.13% on a Fully Diluted Basis after giving effect to
          such equity injection (the "FIRST EQUITY INJECTION");

     (ii) up to US$17,000,000 shall be deposited into the YGEH Account. Subject
          to satisfaction of the relevant conditions, and in the amounts and at
          the times, specified in the First Escrow Agreement, such amount may be
          transferred from the YGEH Account to the PRC Account and subject to
          (C) below, shall be used for purposes of an equity injection by the
          Company into TYNER which will increase the Company's equity in TYNER
          from 62.13% to the relevant percentage of equity in TYNER (the "SECOND
          EQUITY INJECTION");

     (iii) US$4,500,000 shall be deposited into the YGEH Account, and such
          amount shall be applied towards payment of interest by the Company
          under the Bonds in respect of the first three interest periods under
          the Bonds, which interest shall at the relevant times be paid into the
          account of the principal paying and transfer agent for the Notes
          referred to in Clause 8.2 of the Notes Agency Agreement; and

     (iv) the balance (if any) will be applied towards the general operating
          expenses of the Company.

(C)  Subject to the satisfaction of the relevant conditions, and in the amounts
     and at the times, specified in the Second Escrow Agreement, the monies in
     the PRC Account shall be released from the PRC Account and the Company
     shall procure that such monies, being proceeds of the First Equity
     Injection and Second Equity Injection respectively, shall be applied by
     TYNER towards (i) capital expenditure in connection with the phase III
     expansion of its photovoltaic manufacturing operations and (ii) making down
     payments for long-term raw material supply contracts.

6.3.2 APPROVALS AND CONSENTS

     The Company shall, and shall procure that each of the Subsidiary Operating
Companies shall, maintain, obtain and promptly renew from time to time when
necessary all such Authorisations as may be required under any applicable law or
regulation and are


                                       37



material so as to enable it to carry on its business or to perform its
respective obligations under the Bonds and the Trust Deed and the other
Transaction Documents in all material respects or as may be required for the
validity or enforceability of the Bonds and the Trust Deed and other Transaction
Documents and will comply with all the terms of the same.

6.3.3 PAYMENT OF TAXES AND OTHER CLAIMS

     The Company shall pay or discharge or cause to be paid or discharged, on or
before the date the same shall become due and payable, (1) all Taxes,
assessments and governmental charges levied or imposed upon the Company and each
of the Subsidiary Operating Companies shown to be due on any return of the
Company or each of the Subsidiary Operating Companies and (2) all lawful claims
for labour, materials and supplies, which, if unpaid, would by law become a Lien
upon the property of the Company or any Subsidiary Operating Company; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such Tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings properly instituted and diligently conducted and in respect of which
appropriate reserves are being maintained in accordance with GAAP or where the
failure to pay or discharge would not or would not be reasonably expected to
have a Material Adverse Effect.

6.3.4 MAINTENANCE OF PROPERTIES

     The Company shall cause all material properties owned by the Company and
each of the Subsidiary Operating Companies or used or held for use in the
conduct of its business or the business of each of the Subsidiary Operating
Companies to be maintained and kept in reasonably good condition, repair and
working order (ordinary wear and tear excepted) and supplied with all reasonably
necessary equipment and will cause to be made all reasonably necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
reasonable judgment of the Company or any Subsidiary Operating Company (as the
case may be) may be consistent with sound business practice and necessary so
that the business carried on in connection therewith may be properly conducted
or where a failure to so maintain would have or would be reasonably expected to
have a Material Adverse Effect.

6.3.5 MAINTENANCE OF INSURANCE

     The Company shall, and shall procure that each of the Subsidiary Operating
Companies at all times keep all of its properties which are of an insurable
nature insured with reputable insurers against loss or damage to the extent that
property of similar character is usually so insured by corporations similarly
situated, owning like properties in the same general geographic areas in which
it operates and operating businesses similar to that carried on by the Company
or the relevant Subsidiary Operating Company.

6.3.6 ENVIRONMENTAL MATTERS

     The Company shall, and shall procure that each of the Subsidiary Operating
Companies will (i) obtain and maintain all requisite Environmental Licences,
(ii) comply with the terms and conditions of all Environmental Licences
applicable to it, and (iii) comply with all other applicable Environmental Law,
in each case where failure to do so would or is reasonably likely to have a
Material Adverse Effect.


                                       38



6.3.7  BOOKS OF ACCOUNT

       The Company shall keep, and shall procure that each of the Subsidiary
Operating Companies keeps, proper books of account and so far as permitted by
applicable law, allow, and procure that each of them will allow, the Trustee and
anyone appointed by it, access to its books of account at all times and (except
after the occurrence of a Default) following the giving of reasonable notice
during normal business hours.

6.3.8  AGENCY AGREEMENT

       The Company shall comply with and perform all its material obligations
under the Agency Agreement (including, without limitation, maintaining a
Principal Paying Agent and a Registrar at all times) and shall not make any
amendment or modification to such Agreement (other than amendments of a minor or
administrative nature or to correct a manifest error) without the prior written
approval of the Trustee.

6.3.9  PERFORMANCE OF CONTRACTS

       The Company will and will procure that each of itself and TYNER will (a)
perform its material obligations under the Material Contracts and (b) use
reasonable efforts to enforce the respective obligations of each counterparty to
such contracts.

6.3.10 SECURITY OVER SHARES

       The Company shall ensure at all times that:

(A)    the equity in TYNER held by the Company pledged in favour of the Trustee
       shall be 100% of all equity in TYNER owned by the Company and shall not
       be less than, or represent, 50% (on a Fully Diluted Basis) of the total
       equity interest, and voting rights, in TYNER; and

(B)    (i) the Initial PRC Share Pledge shall be executed as a condition to the
       release of funds in accordance with the First Escrow Agreement, (ii) the
       First PRC Share Pledge shall be executed within 30 days after deposit of
       the amount of the First Equity Injection into the PRC Account, (iii) the
       Second PRC Share Pledge shall be executed within 30 days after deposit of
       the amount of the Second Equity Injection into the PRC Account, and (iv)
       as and when the Company acquires additional shares or equity in TYNER,
       such additional shares or equity shall be charged or pledged as aforesaid
       in (A) above, as soon as practicable upon acquisition and in any case
       within 10 days thereof, and such security shall be perfected under
       applicable laws by no later than 30 days from such acquisition.

6.3.11 CAPITAL VERIFICATION

       The Company shall ensure that the capital verification of TYNER, in
connection with the First Equity Injection and Second Equity Injection
respectively, shall be completed and the relevant capital verification report by
a certified public accounting firm in the PRC shall be issued and a new business
licence based on such capital verification report from the local Administration
of Industry and Commerce shall be issued, in each case within 30 days from


                                       39



the date that the relevant amounts for the First Equity Injection and Second
Equity Injection respectively have been credited into the PRC Account in
accordance with Condition 6.3.1(B). The Company shall, within the time frame
stated in the foregoing, deliver to the Trustee an Officer's Certificate stating
that the foregoing requirements have been satisfied, and shall provide the
Trustee with such information as the Trustee (acting on the advice of the
Manager) may require. Such certificate will be accompanied by an opinion of
independent PRC counsel acceptable to the Trustee acting on the advice of the
Manager that confirms the legal substance of such certificate.

6.3.12 CURE

(A)    The Company shall procure that each of the Subsidiary Operating Companies
       (as the case may be) obtains, each of the items referred to in the
       Exceptions by no later than by the relevant dates specified in the
       definition of Exceptions, and shall deliver to the Trustee evidence of
       the same promptly thereafter, provided that failure to obtain any item
       referred to in the Exceptions by the relevant date shall only constitute
       an Event of Default if the Bondholders so decide pursuant to an
       Extraordinary Resolution.

(B)    The Company shall procure that (i) the approval of the Hebei Provincial
       Commercial Bureau, the registration with the Baoding Administration of
       Industry and Commerce and recording on the shareholder register of TYNER
       of the Initial PRC Share Pledge be duly obtained within 30 days of the
       Issue Date, (ii) the approval of the Baoding State-owned Assets
       Supervision and Administration Committee, the approval of the Hebei
       Provincial Commercial Bureau, and registration with the Baoding
       Administration of Industry and Commerce, in relation to the First Equity
       Injection are duly obtained within 30 days after deposit of the amount of
       the First Equity Injection into the PRC Account, (iii) the approval of
       the Hebei Provincial Commercial Bureau, registration with the Baoding
       Administration of Industry and Commerce, and recording on the shareholder
       register of TYNER, of the First PRC Share Pledge are duly obtained within
       30 days after deposit of the amount of the First Equity Injection into
       the PRC Account, (iv) the approval of the Baoding State-owned Assets
       Supervision and Administration Committee, the approval of the Hebei
       Provincial Commercial Bureau, and registration with the Baoding
       Administration of Industry and Commerce, in relation to the Second Equity
       Injection are duly obtained within 30 days after deposit of the amount of
       the Second Equity Injection into the PRC Account, and (v) the approval of
       the Hebei Provincial Commercial Bureau, registration with the Baoding
       Administration of Industry and Commerce, and recording on the shareholder
       register of TYNER, of the Second PRC Share Pledge are duly obtained
       within 30 days after deposit of the amount of the Second Equity Injection
       into the PRC Account.

6.3.13 DIVIDEND POLICY

       The Company shall and shall procure that each of TYNER and its
Subsidiaries shall adopt and implement a dividend policy consistent with
ensuring that the Company's payment obligations under the Bonds and the Issuer's
payment obligations under the Notes are met in full and on a timely basis and
that TYNER make all applications, filings, registrations and/or


                                       40



notifications and obtain any approvals necessary or advisable in connection with
such payment to the tax and foreign exchange control authorities in the PRC.

6.3.14 DIRECTORS UNDERTAKING

       The Company shall procure that each of the directors of TYNER appointed
by the Company shall have executed the Directors Undertaking on or before the
date of issuance of the Bonds, and shall procure that any replacement or new
director of TYNER appointed by the Company (prior to the termination of the
Directors Undertaking) shall execute a deed of undertaking (substantially in the
form of the Directors Undertaking) promptly upon becoming a director in TYNER.

6.3.15 INTERIM STATEMENTS

       The financial statements referred to in Condition 5.6(A) ("INTERIM
STATEMENTS") shall be substantially similar to the audited financial statements
for the relevant period ("FINAL STATEMENTS") to be delivered pursuant to
Condition 6.1.1(A) and:

(A)    the Consolidated Net Income for each of the years ended 31 December 2003,
       31 December 2004 and 31 December 2005, as stated in the Final Statements,
       shall not be less than the Consolidated Net Income stated in the
       corresponding Interim Statements by more than 10%; and

(B)    the Consolidated Net Income for the 6 months period ending 30 June 2006,
       as stated in the Final Statements, shall not be less than the
       Consolidated Net Income stated in the corresponding Interim Statements by
       more than 15%.

6.4    NEGATIVE UNDERTAKINGS

6.4.1  NEGATIVE PLEDGE

       The Company shall not, and shall not allow any of its Subsidiaries,
without the prior written consent of the Trustee acting on the instruction of
the Bondholders (pursuant to an Extraordinary Resolution), to directly or
indirectly create or permit to subsist any Lien over all or any of its present
or future revenues or assets other than a Lien which:

(A)    arises by operation of Law;

(B)    relates to a banker's right of set-off or netting arrangement which
       arises by operation of Law;

(C)    arises in respect of any judgment or award for which an appeal or
       proceedings for review are being pursued in good faith and in respect of
       which not more than 30 days have elapsed without a stay of execution in
       respect thereof having been granted, provided that (i) the affected Group
       member shall have established such reserves as may be required under GAAP
       in respect of such judgment or award or (ii) the liability in respect of
       such judgment or award shall be fully insured and the insurer shall not
       have denied coverage;


                                       41



(D)   arises in respect of Taxes which are being contested in good faith by
      appropriate proceedings and for which adequate reserves have been
      established in accordance with GAAP; or

(E)   arises, is created or subsists pursuant to any Transaction Documents.

6.4.2 IMPAIRMENT OF SECURITY INTERESTS

      The Company shall not, and shall not permit any of its Subsidiaries to,
without the prior written consent of the Trustee acting on the instruction of
the Bondholders (pursuant to an Extraordinary Resolution), directly or
indirectly take or omit to take any action which action or omission could
reasonably be expected to have the result of adversely affecting or impairing
the security granted over the Collateral pursuant to the Security Documents in
favour of the Security Trustee, other than as expressly contemplated by the
Trust Deed or the Security Documents.

6.4.3 INVESTMENTS, LOANS AND GUARANTEES

      The Company shall not, and shall not permit any of its Subsidiaries to,
without the prior written consent of the Trustee acting on the instruction of
the Bondholders (pursuant to an Extraordinary Resolution), directly or
indirectly, lend money or credit or make advances to any Person, grant any
credit or give any guarantee to any other Person, make any payment of principal
of or interest on any loan that is subordinated to the indebtedness under the
Notes and/or the Bonds, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution to,
any other Person, or purchase or own a futures contract or otherwise become
liable for the purchase or sale of currency or other commodities at a future
date in the nature of a futures contract (all of the foregoing, collectively,
"INVESTMENTS"), or otherwise own any Investment, other than:

(A)   Investments in existing Subsidiaries and Investments made in accordance
      with or contemplated under the provisions of the Transaction Documents
      (including, without limitation, pursuant to the Existing Joint Venture
      Agreement);

(B)   normal trade credit in the ordinary course of business and in line with
      general industry practice;

(C)   the Company or any of its Subsidiaries may (i) acquire and hold accounts
      receivables owing to any of them if created or acquired in the ordinary
      course of business and payable or dischargeable in accordance with
      customary terms, (ii) acquire and hold cash and cash equivalents, (iii)
      endorse negotiable instruments for collection in the ordinary course of
      business, (iv) make lease, utility and other similar deposits in the
      ordinary course of business and (v) enter into hedging arrangements on
      arms length commercial terms, inter alia, to protect the Company or such
      Subsidiary from fluctuations in the value of commodities, currency
      exchange rates or interest rates;

(D)   other Investments for strategic or operational purposes in companies or
      joint ventures not to exceed, in the aggregate (together with any
      Investments so made by the Issuer), the equivalent when made of US$10
      million per annum; or


                                       42



(E)   guarantees of Financial Indebtedness permitted under Condition 6.4.4.

6.4.4 FINANCIAL INDEBTEDNESS

      The Company shall not, and shall procure that its Subsidiaries shall not,
without the prior written consent of the Trustee acting on the instruction of
the Bondholders (pursuant to an Extraordinary Resolution), incur, create or
permit to subsist or have outstanding or make any payment (whether of principal,
interest or otherwise) in respect of any Financial Indebtedness or enter into
any agreement or arrangement whereby it is entitled to incur, create or permit
to subsist any Financial Indebtedness other than:

(A)   pursuant to or contemplated under the Transaction Documents;

(B)   Indebtedness under hedging arrangements permitted under Condition 6.4.3(C)
      so long as Condition 6.2 is complied with after giving effect to such
      Indebtedness;

(C)   unsecured working capital facilities owed to any bank or financial
      institution (in each case other than an Affiliate) by a Subsidiary
      Operating Company, provided that Condition 6.2 is complied with after
      giving effect to such Indebtedness;

(D)   Indebtedness in respect of workers' compensation claims, self-insurance
      obligations, performance bonds, surety appeal or similar bonds and
      completion guarantees provided in the ordinary course of its business;

(E)   Indebtedness owed to any bank or financial institution (in each case not
      being an Affiliate) pursuant to acceptance bills issued by such bank or
      financial institution in the ordinary course of its business; and

(F)   loans incurred in the ordinary course of business provided to it by
      another Group member or an Affiliate.

6.4.5 RESTRICTED PAYMENTS

(A)   The Company shall not, and shall not permit any of its Subsidiaries to,
      without the prior written consent of the Trustee acting on the instruction
      of the Bondholders (pursuant to an Extraordinary Resolution), directly or
      indirectly make any Restricted Payments other than Permitted Payments.

(B)   As used herein, a "Restricted Payment" means, in each case whether in
      cash, securities, property or otherwise:

      (i)   any direct or indirect distribution, dividend or other payment on
            account of any class of its share capital or capital stock or other
            securities made by it to a Group member;

      (ii)  any payment of principal of, or interest on, any loan made by it to
            any Group member; or

      (iii) any transfer of assets, loan or other payment made by it to any
            Group member.


                                       43



(C)   As used herein, a "Permitted Payment" means any distribution, dividend,
      transfer of assets, loan or other payment:

      (i)   contemplated by the Transaction Documents including (without
            limitation) by the Company under the Bonds and pursuant to the CB
            Documents;

      (ii)  by (x) the Company for the payment of dividends on YGEH Shares held
            by the Issuer and other shareholders of the Company on a pro rata
            basis and (y) TYNER for the payment of dividends on shares of TYNER
            held by the Company and other shareholders of TYNER on a pro rata
            basis; provided that any dividends payable or paid to the Issuer
            and/or the Company shall be credited to the Issuer Account and/or
            the YGEH Account respectively);

      (iii) by any Subsidiary of TYNER to TYNER;

      (iv)  by any Subsidiary of TYNER to another Subsidiary of TYNER;

      (v)   payments made pursuant to a transaction permitted under Clause
            6.4.4(F)

      (vi)  in relation to transactions carried out on bona fide arm's length
            commercial terms in the ordinary course of business; or

      (vii) being any payment owed to any Subsidiary Operating Company by
            another Subsidiary of the Company.

6.4.6 ASSET SALES

      The Company shall not, and shall procure that none of its Subsidiaries
shall, without the prior written consent of the Trustee acting on the
instruction of the Bondholders (pursuant to an Extraordinary Resolution),
directly or indirectly, either in a single transaction or in a series of
transactions, sell, transfer, lease or otherwise dispose of all or any part of
its revenues, assets, shares, business or undertakings other than:


                                       44



(A)   leases, the disposal of trading assets or the expenditure of cash, in each
      case in the ordinary course of trade on arms' length terms;

(B)   the disposal of obsolete or surplus assets not required for the efficient
      operation of the business of the Company or such Subsidiaries, on arms'
      length terms;

(C)   disposals of assets in exchange for other assets comparable or superior as
      to type, value and quality;

(D)   a sale of YGEH Shares pursuant to the IPO Event, provided that the
      proceeds of any such sale by the Issuer are deposited into the Issuer
      Account; or

(E)   other disposals not exceeding, in the aggregate (together with disposals
      by the Issuer), US$3,000,000 per annum.

6.4.7 CHANGE OF BUSINESS

      The Company shall not, and shall procure that none of its Subsidiaries
shall make any material change in the nature of its business or cease (or
threaten to cease) any material part of its business, as carried on immediately
prior to the date of the Trust Deed, in each case where this would result in a
material change to the business of the Group taken as a whole.

6.4.8 MERGERS

      The Company shall not, and shall procure that none of its Subsidiaries
shall, without the prior written consent of the Trustee acting on the
instruction of the Bondholders (pursuant to an Extraordinary Resolution),
amalgamate, consolidate or merge with any other Person, provided that any member
of the Group may amalgamate, consolidate or merge with another member of the
Group if there is no adverse effect on the security created by the Security
Documents and no Default or Material Adverse Effect would arise as a result of
such amalgamation, consolidation or merger.

6.4.9 DIVIDENDS AND OTHER SUBSIDIARY PAYMENTS

      The Company will not, and shall not permit any of its Subsidiaries to,
without the prior written consent of the Trustee acting on the instruction of
the Bondholders (pursuant to an Extraordinary Resolution), directly or
indirectly create or otherwise cause or permit to exist or become effective any
encumbrance or restriction on the ability of any Subsidiary of the Company to:

(A)   pay dividends or make any other distributions on or in respect of its
      Capital Stock;

(B)   pay any Indebtedness or other obligations owed to the Company or any
      Subsidiary;

(C)   make loans or advances to the Company or any other Subsidiary of the
      Company; or

(D)   transfer any of its property or assets to the Company or any other
      Subsidiary of the Company.


                                       45



The preceding provisions will not prohibit:

(1)    any Lien or restriction constituted by this Trust Deed or the other
       Transaction Documents; or

(2)    Liens or restrictions arising or existing by reason of applicable law or
       any applicable rule, regulation or order or required by any regulatory
       authorities.

6.4.10 CONSTITUTIVE DOCUMENTS, SECURITIES ISSUANCE

       The Company shall not, and shall procure that none of its Subsidiaries
       shall:

(A)    without the prior written consent of the Trustee (acting on the advice of
       the Manager), which consent shall not be unreasonably withheld, amend its
       constitutive documents in any way other than as required by the IPO Event
       or pursuant to any issuance of securities permitted under (B) below; or

(B)    issue securities, other than pursuant to the Initial Equity Injection,
       the First Equity Injection, the Second Equity Injection, or any
       Transaction Document, or any issue of securities by the Company, provided
       that in each case (i) at all times (both before and after such issuance)
       Condition 6.3.10 is complied with, and (ii) (other than pursuant to the
       Initial Equity Injection, the First Equity Injection and the Second
       Equity Injection) the Company shall have provided the Trustee with
       written notice of such issuance of securities at least 10 days prior to
       the proposed closing date of such transaction.

6.4.11 TRANSACTIONS WITH AFFILIATES

       The Company shall not, and shall not permit any of its Subsidiaries to,
without the prior written consent of the Trustee acting on the instruction of
the Bondholders (pursuant to an Extraordinary Resolution), directly or
indirectly enter into or conduct any transaction or a series of related
transactions (including the purchase, sale, lease or exchange of any property or
the rendering of any service) with, or for the benefit of, the Company or any
Subsidiary or Affiliate of the Company (an "AFFILIATE TRANSACTION"), other than:

(A)    pursuant to the Transaction Documents (including, without limitation, any
       Permitted Payment pursuant to Condition 6.4.5 or any Investment permitted
       to be made in accordance with Condition 6.4.3); or

(B)    any other Affiliate Transaction, if such transaction is on arm's-length
       terms.

6.4.12 BONDS AND OTHER TRANSACTION DOCUMENTS

(A)    The Company agrees and acknowledges that the Issuer shall comply with all
       requests and instructions of the Notes Trustee (acting on the advice of
       the Manager) relating to or in connection with the exercise and
       performance by the Issuer of all its rights and obligations under or
       pursuant to the Bonds and the CB Documents, including (without
       limitation) correspondence with and notices to the Company thereunder.


                                       46



(B)    The Company shall not, and shall procure that each other Group member
       shall not, directly or indirectly, supplement, amend, modify, waive,
       assign or transfer (or purport to do any of the foregoing in relation to)
       (save with respect to any amendment or waiver of a minor or
       administrative nature or which corrects a manifest error) any of the
       provisions of and rights and obligations under the CB Documents and any
       other Transaction Document to which it is a party, in each case without
       the prior written consent of the Trustee acting on the instruction of the
       Bondholders (pursuant to an Extraordinary Resolution).

6.4.13 FISCAL YEAR AND AUDITORS

       Without the consent of the Trustee (acting on the advice of the Manager),
which consent shall not be unreasonably withheld, neither the Company nor any
Subsidiary will change (i) its fiscal year or (ii) its auditors and any request
for Trustee's consent to any change in its auditors shall only be to a firm of
accountants belonging to the "Big 4" international accounting firms.

6.4.14 CAPITAL EXPENDITURE

       In the event that on the day following 9 months after the date of issue
of the Notes, the IPO Event has not occurred, the Company shall not, and shall
procure that its Subsidiaries shall not, without the prior written consent of
the Trustee (acting on the advice of the Manager), incur any amount of Capital
Expenditure relating to Stage 2 and/or Stage 3 of phase III of TYNER's
construction expansion project unless it can demonstrate to the satisfaction of
the Trustee (acting on the advice of the Manager) that TYNER has sufficient
funds to ensure than all amounts of Capital Expenditure relating to Stage 2 and
Stage 3 of phase III of such project will be met in full.

6.4.15 MATERIAL CONTRACTS

       The Company shall not, and shall procure that no Group member shall
amend, supplement, supersede or waive any provisions of any Material Contract,
or exercise any right to rescind, cancel or terminate any Material Contract, or
waive any breach by any counterparty or consent to any act or omission which
would otherwise constitute such a breach, in each case which would have or would
be reasonably expected to have a Material Adverse Effect. In any case, the
Company shall promptly notify the Trustee of any amendment, supplement, waiver,
rescission, cancellation or termination of any provisions of any Material
Contract.

7.     DEFINITIONS

       Terms defined in the Notes Conditions and the Notes Trust Deed shall
have the same meanings where used herein unless separately defined herein.

       "BONDHOLDERS" means the person(s) in whose names the Bonds are registered
       in the register of Bondholders; and the words "HOLDER" and "HOLDERS" and
       related expressions shall (where appropriate) be construed accordingly;


                                       47



     "DEBENTURE" means the Debenture dated as of 13 November 2006 between the
     Issuer and the Trustee.

     "NON-ASSESSABLE", in relation to securities, including the Shares, means
     that, when issued, those securities are not subject to any further calls by
     the Company for, or any other provisions which could require, further
     payments or contributions from their holders;

     "NOTES AGENCY AGREEMENT" means the Paying Agency Agreement dated as of 13
     November 2006 among the Issuer, the Trustee and Deutsche Bank AG, Hong Kong
     Branch;

     "OUTSTANDING" means, in relation to the Bonds, all the Bonds issued except
     (a) those which have been redeemed in accordance with the Conditions, (b)
     those in respect of which the date for redemption has occurred and the
     redemption moneys and all accrued interest have been duly paid to or to the
     order of the Trustee as provided in Clause 2 or have been duly paid to the
     Principal Agent and remain available for payment following surrender of
     Certificates in respect of Bonds, (c) those in respect of which claims have
     become prescribed under Condition 14, (d) those which have been purchased
     and cancelled as provided in the Conditions, (e) those mutilated or defaced
     Certificates which have been surrendered in exchange for replacement
     Certificates pursuant to Condition 15, (f) for the purpose only of
     determining how many Bonds are outstanding and without prejudice to their
     status for any other purpose, those Certificates alleged to have been lost,
     stolen or destroyed and in respect of which replacement Certificates have
     been issued pursuant to Condition 15, and (g) those Tranche B Bonds which
     has been converted to Shares in accordance with Condition 10(C); provided
     that for the purposes of (1) ascertaining the right to attend and vote at
     any meeting of the Bondholders, (2) determining how many Bonds are
     outstanding for the purposes of Conditions 17 and 18 and Schedule 3, (3)
     the exercise of any discretion, power or authority which the Trustee is
     required, expressly or impliedly, to exercise in or by reference to the
     interests of the Bondholders, and (4) the certification (where relevant) by
     the Trustee as to whether a Potential Event of Default is in its opinion
     materially prejudicial to the interests of the Bondholders, those Bonds
     which are beneficially held by or on behalf of the Company or any of its
     Subsidiaries and Affiliates (other than the Initial Purchaser) and not yet
     cancelled shall be deemed not to remain outstanding;

     "PRINCIPAL AGENT" means the bank named as such in the Conditions or any
     Successor Principal Agent appointed under the Agency Agreement at its
     specified office;

     "SECURED CREDITOR" means the Trustee (for itself and as trustee for the
     holders of the Bonds) and their respective successors and assigns;

     "SHARES" means (a) shares of the class of share capital of the Company
     which, at the date of this Trust Deed, is designated as ordinary shares of
     US$0.01 each in the capital of the Company, together with shares of any
     class or classes resulting from any division, consolidation or
     re-classification thereof, which as between themselves have no preference
     in respect of dividends or of amounts payable in the event of any


                                       48



     voluntary or involuntary liquidation or winding-up of the Company, and (b)
     fully-paid and non-assessable shares of any class or classes of the share
     capital of the Company authorised after the date of this Trust Deed which
     have no preference in respect of dividends or of amounts payable in the
     event of any voluntary or involuntary liquidation or winding-up of the
     Company;

     "SHAREHOLDER" means the person in whose name a Share is registered;

     "SPECIFIED OFFICE" means, in relation to an Agent the office identified
     with its name at the end of the Conditions or any other office approved by
     the Trustee and notified to the Bondholders;

     "TRANCHE A BONDS" means bonds in registered form comprising the
     US$38,000,000 bonds due 2008 constituted by this Trust Deed represented by
     the Tranche A Certificates and for the time being outstanding or, as the
     context may require, a specific number or principal amount of them and
     includes any replacement Certificates issued pursuant to the Conditions;

     "TRANCHE A CERTIFICATE" means a certificate, in or substantially in the
     form set out in Schedule 1, issued in the name of the holder of one or more
     Tranche A Bonds and includes any replacement Certificates issued pursuant
     to the Conditions;

     "TRANCHE B BONDS" means bonds in registered form comprising the
     US$47,000,000 bonds due 2008 constituted by this Trust Deed represented by
     the Tranche B Certificates and for the time being outstanding or, as the
     context may require, a specific number or principal amount of them and
     includes any replacement Certificates issued pursuant to the Conditions;
     and

     "TRANCHE B CERTIFICATE" means a certificate, in or substantially in the
     form set out in Schedule 2, issued in the name of the holder of one or more
     Tranche B Bonds and includes any replacement Certificates issued pursuant
     to the Conditions.

8.   INTEREST

(A)  INTEREST ACCRUAL

     The Tranche A Bonds bear interest from 16 November 2006 (the "ISSUE DATE"),
payable in arrears on each 16 February, 16 May, 16 August and 16 November in
each year (each, an "INTEREST PAYMENT DATE"), subject as provided in Condition 9
(Payments); provided, however, that, if any Interest Payment Date would
otherwise fall on a date which is not a Business Day, it will be postponed to
the next Business Day unless it would thereby fall into the next calendar month,
in which case it will be brought forward to the preceding Business Day. Each
period beginning on (and including) the Issue Date or any Interest Payment Date
and ending on (but excluding) the next Interest Payment Date is herein called an
"INTEREST PERIOD".

(B)  CESSATION OF INTEREST


                                       49



     Each Tranche A Bond will cease to bear interest from the due date for final
redemption unless, upon due presentation, payment of principal is improperly
withheld or refused, in which case it will continue to bear interest in
accordance with this Condition (after as well as before judgment) until the day
on which all sums due in respect of such Tranche A Bond up to that day have been
paid by the Company to the Principal Agent (or, for so long as the Bonds and/or
Shares held by the Initial Purchaser are secured under the Debenture and the
YGEH Share Charge, the Principal Agent for the Notes under the Notes Agency
Agreement).

(C)  CALCULATION OF INTEREST RATE

     The rate of interest applicable to the Tranche A Bonds (the "RATE OF
INTEREST") for each Interest Period will be determined by the Calculation Agent
on the following basis:

      (i)   the Calculation Agent will determine the British Bankers Association
            Interest Settlement Rate for deposits in U.S. dollars for a period
            equal to the relevant Interest Period which appears on the
            appropriate display page designated 3750 on the Bridge/Telerate
            service (or such other page as may replace that page on that
            service, or such other service as may be nominated as the
            information vendor, for the purpose of displaying comparable rates)
            (the "SCREEN RATE") as of 12.00 noon (London time) on the second
            Business Day before the first day of the relevant Interest Period
            (the "INTEREST DETERMINATION DATE");

      (ii)  if such rate does not appear on that page on that time, the
            Calculation Agent will:

            (A)   request the principal London office of each of four major
                  banks in the London interbank market to provide a quotation of
                  the rate at which deposits in U.S. dollars are offered by it
                  in the London interbank market at approximately 12.00 noon
                  (London time) on the Interest Determination Date to prime
                  banks in the London interbank market for a period equal to the
                  relevant Interest Period and in an amount that is
                  representative for a single transaction in that market at that
                  time; and

            (B)   determine the arithmetic mean (rounded if necessary to the
                  fifth decimal place, with 0.000005 being rounded upwards) of
                  such quotations; and

      (iii) if fewer than two such quotations are provided as requested, the
            Calculation Agent will determine the arithmetic mean (rounded, if
            necessary, as aforesaid) of the rates quoted by major banks in New
            York City, selected by the Calculation Agent, at approximately 11.00
            a.m. (New York City time) on the first day of the relevant Interest
            Period for loans in U.S. dollars to leading European banks for a
            period equal to the relevant Interest Period and in an amount that
            is representative for a single transaction in that market at that
            time,

and the Rate of Interest shall be the sum of (A)(1) 2.00 per cent. per annum
(the "STAGE 1 MARGIN") in respect of each Interest Period prior to and including
the Interest Period ending


                                       50

on the Interest Payment Date falling in 16 August 2007 or (2) 4.00 per cent.
per annum (the "STAGE 2 MARGIN") thereafter and (B) the Screen Rate or the
arithmetic mean so determined in respect of each Interest Period thereafter;
provided, however, that if the Agent Bank is unable to determine an arithmetic
mean in accordance with the above provisions in relation to any Interest
Period, the Rate of Interest applicable to the Notes during such Interest
Period will be the sum of the Stage 1 Margin or the Stage 2 Margin, as the
case may be, and the rate (or as the case may be) arithmetic mean last
determined in relation to the Tranche B Bonds in respect of a preceding
Interest Period.

(D)  CALCULATION OF INTEREST AMOUNT

     The Calculation Agent will, as soon as practicable after the Interest
Determination Date in relation to each Interest Period, calculate the amount of
interest (the "INTEREST AMOUNT") payable in respect of each Tranche B Bond for
such Interest Period. The Interest Amount will be calculated by applying the
Rate of Interest for such Interest Period to the principal amount outstanding of
such Tranche B Bond during such Interest Period, multiplying the product by the
actual number of days in such Interest Period divided by 360 and rounding the
resulting figure to the nearest cent (half a cent being rounded upwards).

(E)  PUBLICATION OF INTEREST RATE

     The Calculation Agent will cause each Rate of Interest and Interest Amount
determined by it, together with the relevant Interest Payment Date, to be
notified to the Paying Agents and to the Company as soon as practicable after
such determination but in any event not later than the first day of the relevant
Interest Period. Notice thereof shall also promptly be given to the Bondholders.
The Calculation Agent will be entitled to recalculate any Interest Amount (on
the basis of the foregoing provisions) without notice in the event of an
extension or shortening of the relevant Interest Period.

(F)  CALCULATIONS BINDING

     All notifications, opinions, determinations, certificates, calculations,
quotations and decisions given, expressed, made or obtained for the purposes of
this Condition 8 (Interest) by the Calculation Agent will (in the absence of
manifest error) be binding on the Company, the Paying Agents and the Bondholders
and (subject as aforesaid) no liability to any such person will attach to the
Calculation Agent in connection with the exercise or non-exercise by it of its
powers, duties and discretions for such purposes.

(G)  PAYMENT FROM ACCOUNT

     Without prejudice to the Company's obligation to pay any shortfall in the
event there are insufficient monies in the YGEH Account, the Company shall pay
interest due on the first 3 Interest Payment Dates from the initial amount
deposited into the YGEH Account in accordance with Condition 6.3.1(B)(iii).



                                       51


9.   PAYMENTS

(A)  PRINCIPAL, PREMIUM AND INTEREST

     Payment of principal and interest due other than on an Interest Payment
Date will (subject to Clause 2.2 of the Trust Deed) be made to the order of the
persons shown in the register of Bondholders at the close of business on the
fifteenth business day before the relevant payment date (the "RECORD DATE").

     Payments of interest due on an Interest Payment Date will (subject to
Clause 2.2 of the Trust Deed) be made to the order of the persons shown in the
register of Bondholders at close of business on the Record Date.

     Interest payable under the Bonds in respect of the first three Interest
Periods shall be paid from the monies standing to the credit of the YGEH Account
in accordance with the First Escrow Agreement, but without prejudice to the
Company's liability to pay the amount of any shortfall in the event that monies
in the YGEH Account are insufficient to pay such interest amounts.

(B)  PAYMENTS

     Subject to Clause 2.2 of the Trust Deed, each payment in respect of the
Tranche B Bonds will be made by United States dollar cheque drawn on a branch of
a bank in New York City mailed to the holder of the relevant Note at his address
appearing in the register. However, upon application by the holder to the
specified office of the Registrar or any Paying and Transfer Agent not less than
15 days before the due date for any payment in respect of a Tranche B Bond, such
payment may be made by transfer to a United States dollar account maintained by
the payee with a bank in New York City.

     Where payment is to be made by cheque, the cheque will be mailed, on the
Business Day preceding the due date for payment or, in the case of payments
referred to in Condition 10(A), if later, on the Business Day on which the
relevant Tranche B Bond is surrendered (at the risk and, if mailed at the
request of the holder otherwise than by ordinary mail, expense of the holder).

     Bondholders will not be entitled to any interest or other payment for any
delay after the due date in receiving the amount due (i) as a result of the due
date not being a Business Day, (ii) if a cheque mailed in accordance with this
Condition arrives after the date for payment.

(C)  PAYMENTS SUBJECT TO FISCAL LAWS

     All payments in respect of the Tranche B Bonds are subject in all cases to
any applicable fiscal or other laws and regulations in the place of payment, but
without prejudice to the provisions of Condition 11. No commissions or expenses
shall be charged to the Bondholders in respect of such payments.



                                       52


(D)  SURRENDER OF CERTIFICATES; BUSINESS DAYS

     Where payment is to be made by transfer to a registered account, payment
instructions (for value the due date or, if that date is not a business day, for
value the next following business day) will be initiated, and, where payment is
to be made by cheque, the cheque will be mailed, (i) on the later of the
business day on which the relevant Certificate is surrendered at the specified
office of any relevant Agent and the business day preceding the due date for
payment (in the case of principal and interest due other than on an Interest
Payment Date) and (ii) on the business day preceding the due date for payment
(in the case of interest due on an Interest Payment Date).

     Bondholders will not be entitled to any interest or other payment for any
delay after the due date in receiving the amount due if the due date is not a
business day, if the Bondholder is late in surrendering its Certificate (if
required pursuant to these Conditions) or if a cheque mailed in accordance with
this Condition arrives or is cleared after the due date for payment.

(E)  PARTIAL PAYMENTS

     If the amount of principal, premium, if any, or interest which is due on
the Tranche B Bonds on any date is not paid in full, the Registrar will annotate
the register of Bondholders and any Certificates surrendered for payment with a
record of the amount of principal, premium, if any, or interest in fact paid and
the date of such payment.

10.   REDEMPTION; REPURCHASE AND CANCELLATION; CONVERSION

(A)  REDEMPTION AT MATURITY

     Unless previously redeemed or purchased and cancelled as herein provided,
the Company will redeem the Tranche B Bonds on 16 November 2008 at 100 per cent.
of their principal amount in US dollars plus accrued and unpaid interest plus
Breakage (if any).

     The Tranche B Bonds may be redeemed in whole prior to that date only as
provided in paragraphs (B) and (C) below (but without prejudice to Condition
12).

(B)  REDEMPTION AT THE OPTION OF THE COMPANY

     At any time, the Company may, having given not less than 15 Business Days'
notice to the Bondholders (which notice will be irrevocable), redeem the Tranche
B Bonds, in whole but not in part at 100 per cent. of the principal amount of
the Tranche B Bonds redeemed plus any accrued and unpaid interest plus Breakage
(if any), provided that no such redemption may take place unless (i) the Tranche
A Bonds are simultaneously redeemed in full on the same redemption date in
accordance with Condition 10(B) of the terms and conditions of the Tranche A
Bonds and (ii) for so long as the Bonds and/or Shares held by the Company are
secured under the Debenture and Share Charge, the Notes are simultaneously
redeemed in full on the same redemption date in accordance with condition 10(b)
of the Notes Condition.



                                       53


(C)  MANDATORY REDEMPTION AND CONVERSION

     Upon the occurrence of an IPO Event, the Tranche B Bonds shall be
converted, on the date of fixing of the offer price of Shares pursuant to the
IPO Event (the "EXCHANGE DATE"), to the Conversion Shares. The Conversion shares
shall be issued to and registered in (for so long as the Bonds and/or Shares
held by the Initial Purchaser are secured under the Debenture and Share Charge)
the name of the Notes Trustee.

     "CONVERSION SHARES" means such number of the Shares representing in
aggregate X% of the total issued share capital of the Company.

     "X%" means as determined by the Calculation Agent (in consultation with the
Company), such percentage of shares in the Company (on a Fully Diluted Basis)
that would represent an effective ownership of 3.73% in the equity of TYNER (on
such a Fully Diluted Basis).

(D)  ISSUE OF SHARES

(i) Upon conversion of the Tranche B Bonds for Shares, the Company will, as soon
as practicable, and in any event not later than the closing date of the IPO
Event, cause the relevant securities account of the Notes Trustee (for so long
as the Bonds and/or Shares held by the Initial Purchaser are secured under the
Debenture and the Share Charge) or of the relevant Bondholder or their
respective nominee to be credited with such number of relevant Shares to be
issued upon conversion.

(ii) The Shares issued upon conversion of the Tranche B Bonds will in all
respects rank pari passu with the Shares in issue on the relevant conversion
date (except for any right excluded by mandatory provisions of applicable law)
and such Shares shall be entitled to all rights the record date for which falls
on or after such conversion date to the same extent as all other fully-paid and
non-assessable Shares of the Company in issue as if such Shares had been in
issue throughout the period to which such rights relate.

(iii) The Company shall pay all stamp, issue, registration or similar taxes and
duties (if any) arising on conversion of the Tranche B Bonds and the issue and
allotment of Shares on conversion. The Company will pay all other expenses
arising on the issue of Shares on conversion of the Tranche B Bonds and all
charges of the Agents and the share transfer agent for the Shares in connection
with conversion.

(E)  REPURCHASE

     The Company or any of its Subsidiaries (as defined above) may, if permitted
under applicable laws, at any time repurchase Tranche B Bonds or interests
therein. The Company or the relevant Subsidiary is required to submit to the
Registrar for cancellation any Tranche B Bonds so purchased.

(F)  NO RE-ISSUE

     Tranche B Bonds which have been redeemed or converted or purchased by the
Company or its Subsidiaries may not be re-issued or resold and shall be
cancelled upon redemption, conversion or purchase. Certificates in respect of
all Tranche B Bonds cancelled will be forwarded to or to the order of the
Principal Agent.

(G)  REDEMPTION NOTICES

     All notices to Bondholders given by or on behalf of the Company pursuant to
this Condition 10 will where applicable specify the date fixed for redemption,
the redemption amount, and the aggregate principal amount of the Tranche B Bonds
outstanding.



                                       54


11.  TAXATION

     All payments of principal and interest by the Company will be made without
deduction or withholding for or on account of any present or future taxes,
duties, assessments, or governmental charges of whatever nature imposed or
levied by or on behalf of the government of the Cayman Islands or any authority
thereof or therein having power to tax, unless deduction or withholding of such
taxes, duties, assessments or governmental charges is compelled by law. In that
event, the Company will pay such additional amounts by way of principal and
interest as will result in the receipt by the Bondholders of the amounts which
would otherwise have been receivable in respect of principal and interest in the
absence of any such withholding or deduction, except that no such additional
amount shall be payable in respect of any Tranche B Bond:

     (i)   to a holder (or a third party on behalf of a holder) who is subject
           to such taxes, duties, assessments or governmental charges in
           respect of such Tranche B Bond by reason of his having some
           connection with the Cayman Islands otherwise than merely by holding
           such Tranche B Bond or by receipt of principal, premium, if any, or
           interest in respect of such Tranche B Bond;

     (ii)  if the Certificate in respect of such Tranche B Bond is surrendered
           more than 30 days after the relevant date except to the extent that
           the holder would have been entitled to such additional amount on
           surrendering the relevant Certificate for payment on the last day of
           such period of 30 days;

     (iii) where such withholding or deduction is imposed on a payment to an
           individual and is required to be made pursuant to European Union
           Directive 2003/48/EC or any other Directive implementing the
           conclusions of the ECOFIN Council meeting of 26-27 November 2000 on
           the taxation of savings income or any law implementing or complying
           with, or introduced in order to conform to, such Directive; or

     (iv)  presented for payment by or on behalf of a Bondholder who would have
           been able to avoid such withholding or deduction by presenting the
           relevant Tranche B Bond to another Paying Agent in a Member State of
           the European Union.

     In these Conditions "RELEVANT DATE" means, in relation to any date for
payments on the Tranche B Bonds, whichever is the later of (a) the date on which
such payment first becomes due and (b) if the full amount payable has not been
received in Hong Kong by the Trustee or the Principal Agent on or prior to such
due date, the date on which, the full amount having been so received, notice to
that effect shall have been given to the Bondholders.

     References in these Conditions to principal and interest shall be deemed
also to refer to any additional amounts which may be payable under this
Condition 11 or any undertaking or covenant given in addition thereto or in
substitution thereof pursuant to the Trust Deed.



                                       55


12.  EVENTS OF DEFAULT

     The Trustee if so directed by an Extraordinary Resolution (subject in each
case to being indemnified to its satisfaction) shall, give notice to the Company
that the Bonds are and they shall immediately become due and repayable at their
principal amount together with accrued interest plus Breakage if any of the
following events (each, an "EVENT OF DEFAULT") occurs:

(A)  NON-PAYMENT OF PRINCIPAL OR INTEREST; NON-DELIVERY OF SHARES

     (i)   the Issuer fails to pay any amount of principal (or deliver any
           shares in accordance with Condition 10 of the Notes) in respect of
           the Notes on the due date for payment (or delivery) thereof or fails
           to pay any amount of interest in respect of the Notes within 3
           Business Days of the due date for payment thereof; or

     (ii)  the Company fails to pay any amount of principal (or deliver any
           shares) in respect of the Bonds on the due date for payment (or
           delivery) thereof or fails to pay any amount of interest in respect
           of the Bonds within 3 Business Days of the due date for payment
           thereof;

(B)  BREACH OF OTHER OBLIGATIONS

     (i)   the Issuer, the Company, TYNER or MLS defaults in the performance or
           observance of any of its other obligations or covenants under or in
           respect of the Bonds (other than under Condition 6.3.11 (Capital
           Verification) or Condition 6.3.12(B)) or the Trust Deed or the other
           Transaction Documents and such default (i) is in the opinion of the
           Trustee acting on the instruction of the Bondholders (pursuant to an
           Extraordinary Resolution), incapable of remedy or (ii) being a
           default which is, in the opinion of the Trustee acting on the
           instruction of the Bondholders (pursuant to an Extraordinary
           Resolution), capable of remedy, remains unremedied for 5 Business
           Days (in the case of any covenants contained in Conditions 6.2,
           6.3.1, 6.3.10, 6.3.12(A), 6.3.13 and 6.4.1 to 6.4.14) or 30 days (in
           any other case) or such longer period as the Trustee acting on the
           instruction of the Bondholders (pursuant to an Extraordinary
           Resolution) may agree after the Trustee has given written notice
           thereof, addressed to the Company; or

     (ii)  the Company fails to comply with Condition 6.3.11 (Capital
           Verification) or Condition 6.3.12(B) within the time period
           specified therein;

(C)  CROSS-DEFAULT

     (i)   any Indebtedness of the Company or any Group member is not paid when
           due or (as the case may be) within any originally applicable grace
           period;

     (ii)  any such Indebtedness becomes due and payable prior to its stated
           maturity otherwise than at the option of the Company or (as the case
           may be) the relevant Group member or (provided that no event of
           default howsoever described, has occurred under the terms of the
           agreement governing such Indebtedness) any Person entitled to the
           payment of such Indebtedness; or

     (iii) the Company or any Group member fails to pay when due any amount
           payable by it under any guarantee of any Indebtedness (including any
           indemnity of such Indebtedness or any arrangement having a similar
           effect),

           Provided, however, that the amount of Indebtedness referred to in
           paragraphs (i) and/or (ii) above and/or the amount payable under any
           guarantee referred to in paragraph (iii) above individually or in
           the aggregate exceeds U.S.$5 million (or its equivalent in any other
           currency or currencies);

                                      56


(D)  UNSATISFIED JUDGMENTS

     one or more judgment(s) or order(s) for the payment of an amount in
excess of U.S.$5 million (or its equivalent in any other currency or
currencies), whether individually or in aggregate, is rendered against the
Company or any other Group member and continue(s) unsatisfied and unstayed for
a period of 30 days after the date(s) thereof or, if later, the date therein
specified for payment save where such judgment or order is being contested in
good faith and adequate reserve (in accordance with GAAP) has been made
against such judgment or order;

(E)  SECURITY ENFORCED

     a secured party takes possession, or a receiver, manager or other similar
officer is appointed, of the whole or a substantial (in the opinion of the
Trustee acting on the advice of the Manager) part of the undertaking, assets
and revenues of the Company or any other Group member;

(F)  INSOLVENCY; CESSATION OF BUSINESS ETC.

     (i) the Company, the Issuer or any Subsidiary Operating Company becomes
insolvent or is unable to pay its debts as they fall due, (ii) an
administrator or liquidator is appointed over the Company and the Issuer or
any other Subsidiary Operating Company or the whole or a substantial (in the
opinion of the Trustee acting on the advice of the Manager) part of their
respective undertaking, assets and revenues, (iii) an order is made or an
effective resolution is passed for the winding up, liquidation or dissolution
of the Company and the Issuer or any Subsidiary Operating Company, (iv) the
Company or any other Group member takes any action for a readjustment or
deferment of any of its obligations where such obligations exceed US$5 million
or its equivalent, (v) the Company, the Issuer or any Subsidiary Operating
Company makes a general assignment or an arrangement or composition with or
for the benefit of all or substantially all of its creditors or declares a
moratorium in respect of any of its Indebtedness or any guarantee in respect
thereof;

(G)  ANALOGOUS EFFECT

     any event occurs which under the laws of the CI, BVI or the PRC has an
analogous effect to any of the events referred to in paragraphs 13(D) to 13(F)
above;

(H)  LEGAL, VALID AND BINDING

     any action, condition or thing at any time required to be taken,
fulfilled or done in order (i) to enable MLS, the Company, the Issuer or TYNER
lawfully to enter into, exercise their respective rights and perform and
comply with their respective obligations under and in respect of the Bonds or
the Trust Deed or the other Transaction Documents, (ii) to ensure that those
obligations are legal, valid, binding and enforceable and (iii) to make the
Bonds Certificates and the Trust Deed and the other Transaction Documents
admissible as evidence in the courts of the CI, BVI and the PRC is not taken,
fulfilled or done;

(I)  ILLEGALITY

     it is or will become unlawful for MLS, the Company, the Issuer or TYNER
to perform or comply with any of its material obligations under or in respect
of the Bonds or the Trust Deed;



                                      57


(J)  TRANSACTION SECURITY NOT IN EFFECT

     any Transaction Document is not (or is claimed by MLS, the Company or
other Group member party thereto not to be) in full force and effect (with all
necessary approvals necessary therefor having been obtained), other than (but
without prejudice to Condition 6.3.12(B) and Condition 13(B)) the failure to
obtain the approval of the Hebei Provincial Commercial Bureau to, and the
registration with the Baoding Administration of Industry and Commerce of, the
PRC Share Pledges;

(K)  GOVERNMENT INTERVENTION OR FOREIGN EXCHANGE RESTRICTIONS

     (i)   all or any material part of the undertaking, assets and revenues of
           the Company, the Issuer or any Subsidiary Operating Company is
           condemned, seized or otherwise appropriated by any person acting
           under the authority of any national, regional or local government;
           or

     (ii)  the Company, the Issuer or any Subsidiary Operating Company is
           prevented by any such person from exercising normal control over all
           or any substantial part of its undertaking, assets and revenues; or

     (iii) any governmental authority of the PRC or any province, municipality
           or other local or regional jurisdiction therein shall have enacted
           any rule, regulation or law to take any action that restricts TYNER
           from remitting the full amount of its distributable profits that
           were earned for any period, together with retained earnings of prior
           periods, as at the end of such period, to its shareholders as and
           when determined by its board of directors (other than the reserve
           requirements as specified in Condition 5.22(E) prevailing as of the
           date hereof) which in each case has or could be reasonably expected
           to have a Material Adverse Effect;

(L)  MISREPRESENTATIONS

     any representation or warranty given pursuant to Condition 5 or in any
provision of any certificate or other document required to be delivered by the
Company under any Transaction Document proves to have been inaccurate,
incomplete or misleading in any material respect and (if such default is
capable of being remedied in the opinion of the Trustee acting on the
instructions of the Bondholders pursuant to an Extraordinary Resolution) is
not remedied within 30 days after notice thereof from the Trustee to the
Company; or

(M)  MATERIAL ADVERSE CHANGE

     there has been a material adverse effect or material adverse change in
(i) the business, operation or financial condition of the Company, the Issuer,
TYNER or the Group (taken as a whole) which affects the ability of any of them
to perform their respective payment obligations under the Transaction
Documents or (ii) the validity, legality or enforceability of any Transaction
Document.

                                      58


13.  FURTHER ISSUE

     The Company may, from time to time, with the consent of Bondholders
create and issue additional bonds either having the same terms and conditions
as the Tranche B Bonds in all respects (save for the date of issue and the
first payment of interest on them) so that such additional bonds shall be
consolidated and form a single series with the Tranche B Bonds or upon such
terms as the Company may determine.

14.  PRESCRIPTION

     Claims against the Company for payment of principal, premium, if any,
and/or interest, if any, in respect of Tranche B Bonds will become prescribed
unless made within 10 years in the case of principal and five years in the
case of premium and interest from the relevant date for payment.

15.  REPLACEMENT OF CERTIFICATES

     If any Certificate is lost, stolen, mutilated, defaced or destroyed it
may be replaced at the specified office of the Registrar, subject to all
applicable laws and stock exchange requirements, upon payment by the claimant
of the expenses incurred in connection with such replacement and the giving of
such indemnity and/or security and production of such evidence as the Company
may reasonably require. Mutilated or defaced Certificates must be surrendered
before replacements will be issued.

16.  AGENTS

     The initial Agents and Registrar and their initial specified offices are
listed below. Subject to the terms of the Agency Agreement, the Company
reserves the right at any time with the prior written approval of the Trustee
to vary or terminate the appointment of any Agent, the Registrar or the Share
Transfer Agent and appoint additional or other Agents or a replacement
Registrar or Share Transfer Agent, provided that it will maintain (i) a
Principal Agent, (ii) a Registrar, (iii) a Share Transfer Agent, and (iv) a
paying agent, transfer agent and conversion agent). Notice of any change in
the Agents, the Registrar or the Share Transfer Agent or their specified
offices will promptly be given to the Bondholders.

17.  MEETINGS OF BONDHOLDERS; MODIFICATION AND WAIVER

(A)  MEETINGS OF BONDHOLDERS

     The Trust Deed contains provisions for convening meetings of Bondholders
holding Tranche A Bonds and Tranche B Bonds to consider matters relating to
the Bonds, including the modification of any of these Conditions or any
provisions of the Trust Deed. Any such modification may be made if sanctioned
by an Extraordinary Resolution (as defined in the Trust Deed). Such a meeting
may be convened by the Trustee or the Company, or by the Trustee upon the
request in writing of Bondholders holding not less than one-tenth of the
aggregate principal amount of the outstanding Bonds. The quorum for any
meeting convened to vote on an Extraordinary Resolution will be one or more
persons holding or representing not less than two-thirds of the aggregate
principal amount of the Bonds for the time being outstanding, or at any
adjourned meeting one or more persons being or representing Bondholders
holding a clear majority of the principal amount of the Bonds held or

                                      59



represented, unless the business of such meeting includes consideration of
proposals, inter alia, (i) to modify the status or ranking of the Tranche B
Bonds, (ii) to reduce or cancel the principal amount of or rate of interest or
other amounts in respect of the Tranche B Bonds, (iii) to change the currency
of payment of the Tranche B Bonds or the due date or date for any payment in
respect of the Tranche B Bonds, (iv) to modify the provisions concerning the
quorum required at any meeting of Bondholders or the majority required to pass
an Extraordinary Resolution, or (v) to modify this proviso, in which case the
necessary quorum will be one or more persons holding or representing not less
than three-quarters, or at any adjourned meeting one or more persons holding
Bonds and/or bring proxies or representatives and holding or representing in
the aggregate not less than a clear majority in principal amount of the Bonds
for the time being outstanding so held or represented. Any Extraordinary
Resolution duly passed shall be binding on Bondholders whether or not they
were present at the meeting at which such resolution was passed. The Trust
Deed provides that a written resolution signed by or on behalf of the holders
of not less than 90 per cent. of the principal amount of the Bonds outstanding
shall be as valid and effective as a duly passed Extraordinary Resolution.

(B)  MODIFICATION AND WAIVER

     The Trustee may agree, without the consent of the Bondholders, to (i) any
modification of any of the provisions of the Trust Deed which is of a formal,
minor or technical nature or is made to correct a manifest error or to comply
with mandatory provisions of law, and (ii) any other modification (except as
mentioned in the Trust Deed), and any waiver or authorisation of any breach or
proposed breach, of any of the provisions of the Trust Deed which is in the
opinion of the Trustee not materially prejudicial to the interests of the
Bondholders. Any such modification, authorisation, or waiver shall be binding
on the Bondholders and, if the Trustee so requires, shall be notified to the
Bondholders as soon as practicable.

(C)  ENTITLEMENT OF THE TRUSTEE

     In connection with the exercise of its functions (including but not
limited to those in relation to any proposed modification, authorisation or
waiver) the Trustee shall have regard to the interests of the Bondholders as a
class and shall not have regard to the consequences of such exercise for
individual Bondholders and the Trustee shall not be entitled to require, nor
shall any Bondholder be entitled to claim from the Company, any
indemnification or payment in respect of any tax consequences of any such
individual Bondholders.

18.  ENFORCEMENT

     At any time after the Tranche B Bonds become due and payable and amounts
in respect thereof remain outstanding, the Trustee may at any time without
notice, institute such proceedings as it thinks fit to enforce its rights
under the Trust Deed in respect of the Bonds, but if it has been so requested
in writing by the holders of a least two thirds in principal amount of the
outstanding Bonds or has been so directed by an Extraordinary Resolution, but
it shall not be bound to do so unless it has been indemnified or provided with
security to its satisfaction.

                                      60


     The Trustee may, in making any determination under these Conditions, act
on the opinion or advice of, or information obtained from, any expert
(including the Manager) and will not be responsible for any loss, liability,
cost, claim, action, demand, expense or inconvenience which may result from it
so acting.

     Until the Trustee has actual or express knowledge to the contrary, the
Trustee may assume that no Default has occurred.

     The Trustee is not liable for any failure to monitor compliance by the
Company with the Conditions (including Conditions 6 (Covenants) and 12 (Events
of Default)) and may rely upon the information provided to it in any
certificate by the Company pursuant to these Conditions.

19.  INDEMNIFICATION OF THE TRUSTEE

     The Trust Deed contains provisions for the indemnification of the Trustee
and for its relief from responsibility. The Trustee is entitled to enter into
business transactions with the Company and any of its Subsidiaries and
affiliated companies without accounting for any profits.

20.  NOTICES

     Notices to the Bondholders shall be valid if delivered to their
respective addresses and/or facsimile numbers contained in the register of
Bondholders. Any such notice shall be deemed to have been given when delivered
or 5 days after registered posting, whichever is earlier, or, in the case of
fax, at the time of despatch if the correct error-free transmission report is
received provided that if such communication would take effect outside
business hours in the place of receipt then it shall be deemed to be received
on the next business day in the place of receipt. Any communication not by
letter shall be confirmed by letter but failure to send or receive the letter
of confirmation shall not invalidate the original communication. For so long
as the Bonds and/or Shares held by the Initial Purchaser are secured under the
debenture and the Share Charge, all notices must be copied to the Notes
Trustee.

21.  GOVERNING LAW AND JURISDICTION

(A)  GOVERNING LAW

     The Trust Deed, the Agency Agreement and the Bonds are governed by, and
shall be construed in accordance with, English Law.

                                      61


(B)  SUBMISSION TO JURISDICTION

     The Company has in the Trust Deed (i) submitted irrevocably to the
jurisdiction of the courts of England for the purposes of hearing and
determining any suit, action or proceedings or settling any disputes arising
out of or in connection with the Trust Deed or the Bonds; (ii) waived any
objection which it might have to such courts being nominated as the forum to
hear and determine any such suit, action or proceedings or to settle any such
disputes and agreed not to claim that any such court is not a convenient or
appropriate forum; (iii) designated Law Debenture Corporate Services Ltd at
100 Wood Street, London EC2V 7EX, United Kingdom to accept service of any
process on its behalf in England; (iv) consented to the enforcement of any
judgement; and (v) to the extent that it may in any jurisdiction claim for
itself or its assets immunity from suit, execution, attachment (whether in aid
of execution, before judgment or otherwise) or other legal process, and to the
extent that in any such jurisdiction there may be attributed to itself or its
assets or revenues such immunity (whether or not claimed), agreed not to claim
and irrevocably waived such immunity to the full extent permitted by the laws
of such jurisdiction.

22.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

     No person shall have any right to enforce any term or condition of the
Tranche B Bonds under the Contract (Rights of Third Parties) Act 1999 unless
otherwise stated.



                                      62


                               PRINCIPAL AGENT,
                      TRANSFER AGENT AND CONVERSION AGENT

            Deutsche Bank AG (acting through its Hong Kong Branch)
                            55/F Cheung Kong Center
                            2 Queen's Road Central
                                   Hong Kong



                                   REGISTRAR


                      Deutsche Bank AG, Hong Kong Branch
                            55/F Cheung Kong Center
                            2 Queen's Road Central
                                   Hong Kong








                                      63


                               FORM OF TRANSFER

FOR VALUE RECEIVED the undersigned hereby transfers to

.......................................

.......................................

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

US$ ................ principal amount of the Tranche B Bonds (having
identifying numbers .......) in respect of which this Certificate is issued,
and all rights in respect thereof.

All payments in respect of the Tranche B Bonds hereby transferred are to be
made (unless otherwise instructed by the transferee) to the following account:

Name of bank:

US$ account number:

For the account of:



Dated:
       --------------------------------------------

       Certifying Signature

Name:
       --------------------------------------------




Notes:

     (c)   A representative of the Bondholder should state the capacity in
           which he signs, e.g. executor.

     (d)  The signature of the transferor shall conform to any list of duly
          authorised specimen signatures supplied by the registered holder or
          be certified by a recognised bank, notary public or in such other
          manner as the Agent or the Registrar may require.




                                      64



                                  SCHEDULE 3
                    PROVISIONS FOR MEETINGS OF BONDHOLDERS
                    --------------------------------------


For the purposes of this Schedule:

     "24 HOURS" means a period of 24 hours including all or part of a day upon
     which banks are open for business in both the place where the relevant
     meeting is to be held and in each of the places where the Agents have
     their specified offices (disregarding for this purpose the day upon which
     such meeting is to be held) and such period shall be extended by one
     period or, to the extent necessary, more periods of 24 hours until there
     is included as aforesaid all or part of a day upon which banks are open
     for business as aforesaid; and

     "48 HOURS" means 2 consecutive periods of 24 hours.

     (a)  (i)    A holder of a Bond may by an instrument in writing (a "FORM OF
                 PROXY") in the form available from the specified office of any
                 Agent in English signed by the holder or, in the case of a
                 corporation, executed under its common seal or signed on its
                 behalf by an attorney or a duly authorised officer of the
                 corporation and delivered to the Agent not later than 24 hours
                 before the time fixed for any meeting, appoint any person (a
                 "PROXY") to act on his or its behalf in connection with any
                 meeting or proposed meeting of Bondholders.

          (ii)   A holder of a Bond which is a corporation may by delivering to
                 any Agent not later than 24 hours before the time fixed for any
                 meeting a resolution of its Directors or other governing body
                 in English authorise any person to act as its representative (a
                 "REPRESENTATIVE") in connection with any meeting or proposed
                 meeting of Bondholder.

           (iii) Any proxy appointed pursuant to sub-paragraph 1(a)(i) above or
                 representative appointed pursuant to sub-paragraph (a)(ii)
                 above shall so long as such appointment remains in force be
                 deemed, for all purposes in connection with any meeting or
                 proposed meeting of Bondholders specified in such appointment,
                 to be the holder of the Bonds to which such appointment relates
                 and the holder of the Bond shall be deemed for such purposes
                 not to be the holder.

                                      65


     (b)   "BLOCK VOTING INSTRUCTION" shall mean a document in the English
           language issued by the Principal Agent and dated, in which:

          (i)    it is certified that Bonds are registered in the books and
                 records maintained by the Registrar in the names of specified
                 registered holders;

          (ii)   it is certified that each holder of such Bonds or a duly
                 authorised agent on his or its behalf has instructed the
                 Principal Agent that the vote(s) attributable to his or its
                 Bonds so registered should be cast in a particular way in
                 relation to the resolution or resolutions to be put to such
                 meeting or any adjournment thereof and that all such
                 instructions are, during the period of 48 hours prior to the
                 time for which such meeting or adjourned meeting is convened,
                 neither revocable nor subject to amendment;

          (iii) the total number and the identifying numbers of the Bonds so
                registered are listed, distinguishing with regard to each such
                resolution between those in respect of which instructions have
                been given as aforesaid that the votes attributable thereto
                should be cast in favour of the resolution and those in respect
                of which instructions have been so given that the votes
                attributable thereto should be cast against the resolution; and

          (iv)  any person named in such document (hereinafter called a
                "PROXY") is authorised and instructed by the Principal Agent to
                cast the votes attributable to the Bonds so listed in
                accordance with the instructions referred to in (ii) and (iii)
                above as set out in such document.

     (c)   Block voting instructions and forms of proxy shall be valid for so
           long as the relevant Bonds shall be duly registered in the name(s)
           of the registered holder(s) certified in the block voting
           instruction or, in the case of a form of proxy, in the name of the
           appointor but not otherwise and notwithstanding any other provision
           of this Schedule and during the validity thereof the proxy shall,
           for all purposes in connection with any meeting of holders of Bonds,
           be deemed to be the holder of the Bonds of the relevant Series to
           which such block voting instructions or form of proxy relates.

1    The Company or the Trustee may at any time convene a meeting of
     Bondholders. If it receives a written request by Bondholders holding at
     least 10 per cent. in principal amount of the Bonds for the time being
     outstanding and is indemnified to its satisfaction against all costs and
     expenses, the Trustee shall convene a meeting of Bondholders. Every
     meeting shall be held at a time and place approved by the Trustee.

2    At least 21 days' notice (exclusive of the day on which the notice is
     given and of the day of the meeting) shall be given to the Bondholders. A
     copy of the notice shall be given by the party convening the meeting to
     the other parties. The notice shall specify the day, time and place of
     meeting, be given in the manner provided in the Conditions and shall
     specify, unless the Trustee otherwise agrees, the nature of the
     resolutions to be proposed and shall include a statement to the effect
     that the holders of Bonds may appoint proxies by executing and delivering
     a form of proxy in English to the specified office of an Agent not later
     than 24 hours before the time fixed for the meeting or, in the case of
     corporations, may appoint representatives by resolution in English of
     their Directors or other governing body and by delivering an executed
     copy of such resolution to the Agent not later than 24 hours before the
     time fixed for the meeting.



                                      66


3    A person (who may, but need not, be a Bondholder) nominated in writing by
     the Trustee may act as chairman of a meeting but if no such nomination is
     made or if the person nominated is not present within 15 minutes after
     the time fixed for the meeting the Bondholders present shall choose one
     of their number to be chairman, failing which the Company may appoint a
     chairman. The chairman of an adjourned meeting need not be the same
     person as was chairman of the original meeting.

4    At a meeting one or more persons present in person holding Bonds or being
     proxies or representatives and holding or representing in the aggregate
     not less than 10 per cent. in principal amount of the Bonds for the time
     being outstanding shall (except for the purpose of passing an
     Extraordinary Resolution) form a quorum for the transaction of business,
     and no business (other than the choosing of a chairman) shall be
     transacted unless the requisite quorum be present at the commencement of
     business. The quorum at a meeting for passing an Extraordinary Resolution
     shall (subject as provided below) be one or more persons present in
     person holding Bonds or being proxies or representatives and holding or
     representing in the aggregate at least two-thirds in principal amount of
     the Bonds for the time being outstanding provided that the quorum at any
     meeting the business of which includes any of the matters specified in
     the proviso to paragraph 15 shall be one or more persons so present
     holding Bonds or being proxies or representatives and holding or
     representing in the aggregate not less than three quarters in principal
     amount of the Bonds for the time being outstanding.

5    If within half an hour from the time fixed for a meeting a quorum is not
     present the meeting shall, if convened upon the requisition of
     Bondholders or if the Company and the Trustee agree, be dissolved. In any
     other case it shall stand adjourned to such date, not less than 14 nor
     more than 42 days later, and to such place as the chairman may decide. At
     such adjourned meeting one or more persons present in person holding
     Bonds or being proxies or representatives and holding or representing in
     the aggregate not less than a majority in principal amount of the Bonds
     for the time being outstanding shall form a quorum and may pass any
     resolution and decide upon all matters which could properly have been
     dealt with at the meeting from which the adjournment took place had a
     quorum been present at such meeting provided that at any adjourned
     meeting at which is to be proposed an Extraordinary Resolution for the
     purpose of effecting any of the modifications specified in the proviso to
     paragraph 15 the quorum shall be one or more persons so present holding
     Bonds or being proxies or representatives and holding or representing in
     the aggregate a clear majority in principal amount of the Bonds for the
     time being outstanding.

6    The chairman may with the consent of (and shall if directed by) a meeting
     adjourn the meeting from time to time and from place to place but no
     business shall be transacted at an adjourned meeting which might not
     lawfully have been transacted at the meeting from which the adjournment
     took place.



                                      67


7    At least 10 days' notice of any meeting adjourned through want of a
     quorum shall be given in the same manner as for an original meeting and
     such notice shall state the quorum required at the adjourned meeting. No
     notice need, however, otherwise be given of an adjourned meeting.

8    Each question submitted to a meeting shall be decided in the first
     instance by a show of hands and in case of equality of votes the chairman
     shall both on a show of hands and on a poll have a casting vote in
     addition to the vote or votes (if any) which he may have as a Bondholder
     or as a holder of a voting certificate or as a proxy or representative.

9    Unless a poll is (before or on the declaration of the result of the show
     of hands) demanded at a meeting by the chairman, the Company, the Trustee
     or by one or more persons holding one or more Bonds or being proxies or
     representatives and holding or representing in the aggregate not less
     than 2 per cent. in principal amount of the Bonds for the time being
     outstanding, a declaration by the chairman that a resolution has been
     carried or carried by a particular majority or lost or not carried by a
     particular majority shall be conclusive evidence of the fact without
     proof of the number or proportion of the votes recorded in favour of or
     against such resolution.

10   If a poll is demanded, it shall be taken in such manner and (subject as
     provided below) either at once or after such an adjournment as the
     chairman directs and the result of such poll shall be deemed to be the
     resolution of the meeting at which the poll was demanded as at the date
     of the taking of the poll. The demand for a poll shall not prevent the
     continuation of the meeting for the transaction of any business other
     than the question on which the poll has been demanded.

11   A poll demanded on the election of a chairman or on any question of
     adjournment shall be taken at the meeting without adjournment.

12   The Company and the Trustee (through their respective representatives)
     and their respective financial and legal advisers may attend and speak at
     any meeting of Bondholders. No one else may attend or speak at a meeting
     of Bondholders unless he is the holder of a Bond or is a proxy or a
     representative.

13   On a show of hands every holder who is present in person or any person
     who is present and is a proxy or a representative shall have one vote and
     on a poll every person who is so present shall have one vote in respect
     of each US$500,000 principal amount of Bonds held or in respect of which
     he is a proxy or a representative. Without prejudice to the obligations
     of proxies, a person entitled to more than one vote need not use them all
     or cast them all in the same way.

14   A proxy need not be a Bondholder.

15   A meeting of Bondholders shall, subject to the Conditions, in addition to
     the powers given above, but without prejudice to any powers conferred on
     other persons by this Trust Deed, have power exercisable only by
     Extraordinary Resolution:



                                      68


     (A)   to sanction any proposal by the Company for any modification,
           abrogation, variation or compromise of, or arrangement in respect
           of, the rights of the Bondholders against the Company whether or not
           such rights arise under this Trust Deed;

     (B)   to sanction the exchange or substitution for the Bonds of, or the
           conversion of the Bonds into, shares, bonds, or other obligations or
           securities of the Company or any other entity;

     (C)   to assent to any modification of this Trust Deed or the Bonds which
           shall be proposed by the Company or the Trustee;

     (D)   to authorise anyone to concur in and do anything necessary to carry
           out and give effect to an Extraordinary Resolution;

     (E)   to give any authority, direction or sanction required to be given by
           Extraordinary Resolution;

     (F)   to appoint any persons (whether Bondholders or not) as a committee
           or committees to represent the interests of the Bondholders and to
           confer on them any powers or discretions which the Bondholders could
           themselves exercise by Extraordinary Resolution;

     (G)   to approve the substitution of any entity for the Company (or any
           previous substitute) as principal debtor under this Trust Deed;

     (H)   to approve a proposed new Trustee and to remove a Trustee; and

     (I)   to discharge or exonerate the Trustee from any liability in respect
           of any act or omission for which it may become responsible under
           this Trust Deed or the Bonds,

     provided that the special quorum provisions contained in paragraph 4 and,
     in the case of an adjourned meeting, in paragraph 5 shall apply in
     relation to any Extraordinary Resolution for the purpose of making any
     modification to the provisions contained in this Trust Deed or the Bonds
     which would have the effect of:

           (i)   modifying the status or ranking of the Bonds;

           (ii)  reducing or cancel the principal amount of or rate of interest
                 or other amounts in respect of the Bonds;

           (iii) changing the currency of payment of the Bonds or the due date
                 or date for any payment in respect of the Bonds;

           (iv)  modifying the provisions concerning the quorum required at any
                 meeting of Bondholders or the majority required to pass an
                 Extraordinary Resolution; or

           (v)   modifying this proviso.

                                      69


16   An Extraordinary Resolution passed at a meeting of Bondholders duly
     convened and held in accordance with this Trust Deed shall be binding on
     all the Bondholders, whether or not present at the meeting, and each of
     them shall be bound to give effect to it accordingly. The passing of such
     a resolution shall be conclusive evidence that the circumstances of such
     resolution justify the passing of it.

17   The expression "EXTRAORDINARY RESOLUTION" means a resolution passed at a
     meeting of Bondholders duly convened and held in accordance with these
     provisions by a majority consisting of not less than two-thirds (or, in
     the case of the matters listed in paragraph 15(i) to (v) above, 80%) of
     the votes cast.

18   A resolution in writing signed by or on behalf of the holders of not less
     than 90 per cent. in principal amount of the Bonds who for the time being
     are entitled to receive notice of a meeting in accordance with these
     provisions shall for all purposes be as valid as an Extraordinary
     Resolution passed at a meeting of Bondholders convened and held in
     accordance with these provisions. Such resolution in writing may be in
     one document or several documents in like form each signed by or on
     behalf of one or more of the Bondholders.

19   Minutes shall be made of all resolutions and proceedings at every meeting
     and, if purporting to be signed by the chairman of that meeting or of the
     next succeeding meeting of Bondholders, shall be conclusive evidence of
     the matters in them. Until the contrary is proved every meeting for which
     minutes have been so made and signed shall be deemed to have been duly
     convened and held and all resolutions passed or proceedings transacted at
     it to have been duly passed and transacted.

20   Subject to all other provisions contained in this Trust Deed the Trustee
     may without the consent of the Bondholders prescribe such further
     regulations regarding the holding of meetings and attendance and voting
     at them or regarding the making of resolutions in writing as the Trustee
     may in its sole discretion determine including (without limitation) such
     regulations and requirements as the Trustee thinks reasonable to satisfy
     itself that persons who purport to make any requisition in accordance
     with this Trust Deed are entitled to do so and that those who purport to
     attend or vote at a meeting or to sign a written resolution are entitled
     to do so.





                                      70


                                  SCHEDULE 4
                 TRUSTEE'S POWERS IN RELATION TO THE SECURITY

(a)  Power to demand and collect or arrange for the collection of and receive
     all amounts which shall from time to time become due and payable in
     respect of any security.

(b)  Power to compound, give receipts and discharges for, settle and
     compromise any and all sums and claims for money due and to become due in
     respect of any security.

(c)  Power to exercise all or any of the powers or rights which but for the
     creation of any security would have been exercisable by the Company.

(d)  Power to file any claim, to take any action, and to institute and
     prosecute or defend any legal, arbitration or other proceedings.

(e)  Power to lodge claims and prove in and to institute, any insolvency or
     bankruptcy proceedings of whatsoever nature relating to the Company.

(f)  Power to execute, deliver, file and record any statement or other paper
     to create, preserve, perfect or validate the creation of any security to
     enable the Trustee to exercise and enforce its rights under this Trust
     Deed.

(g)  Power to apply for, obtain, make and renew any approvals, permissions,
     authorisations and other consents and all registrations and filings which
     may be desirable or required to create or perfect any security or to
     ensure the validity, enforceability or admissibility in evidence of this
     Trust Deed in any jurisdiction.





                                      71



IN WITNESS whereof this Trust Deed has been executed as a deed on the date
stated at the beginning.





THE COMPANY

                                                       
EXECUTED AS A DEED by                                     )
YINGLI GREEN ENERGY HOLDING                               )
COMPANY LIMITED                                           )
                                                          )    /s/ Liansheng Miao
                                                              --------------------------------------------
                                                          )   Name: Liansheng Miao
                                                          )   Attorney/Director
                                                          )   Duly authorized, for and on behalf of
                                                          )   YINGLI GREEN ENERGY HOLDING
                                                          )   COMPANY LIMITED

In the presence of:


..................................................
                  Witness

Name:

Address:



TRUSTEE

DB TRUSTEES (HONG KONG) LIMITED


By:  /s/ Lawrence Ying Hung Chan
    ----------------------------

Name: Lawrence Ying Hung Chan

Title: Director


By:  /s/ Aric Kay-Russell
    ----------------------------

Name: Aric Kay-Russell

Title: Director



                                      72

EX-4.9

                                                                     Exhibit 4.9
                                                                  Execution Copy


- --------------------------------------------------------------------------------










                             SUBSCRIPTION AGREEMENT


                             DATED 13 NOVEMBER 2006




                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED


                        YINGLI POWER HOLDING COMPANY LTD.


                      RELATING TO THE SUBSCRIPTION OF UP TO
                        US$85,000,000 BONDS DUE 2008 OF,
                       AND CONVERTIBLE INTO NEWLY ISSUED,
                 ORDINARY SHARES OF PAR VALUE US$0.01 PER SHARE
                 IN YINGLI GREEN ENERGY HOLDING COMPANY LIMITED










- --------------------------------------------------------------------------------


                               (WHITE & CASE LOGO)







                      YINGLI GREEN HOLDING COMPANY LIMITED


                                 Cayman Islands



                          US$85,000,000 bonds due 2008




                                                                13 November 2006

Ladies and Gentlemen:

     Yingli Green Energy Holding Company Limited, a limited liability company
organised under the laws of the Cayman Islands (the "COMPANY"), agrees with
Yingli Power Holding Company Ltd. (the "PURCHASER") as follows:

1.   AUTHORIZATION OF BONDS; SECURITY.

1.1  THE BONDS.

     The Company has authorised the issue and sale of US$85,000,000 aggregate
principal amount of its bonds due 2008 (the "BONDS") comprising (i)
US$38,000,000 Tranche A Bonds due 2008 (the "TRANCHE A BONDS") and (ii)
US$47,000,000 Tranche B Convertible Bonds due 2008 (the "TRANCHE B BONDS")
convertible into its ordinary shares of the Company of par value US$0.01 per
share (the "SHARES"). Unless otherwise defined herein, certain capitalised terms
used in this Agreement shall have the meanings given to them in the trust deed
(or in the Conditions relating thereto) to be dated on or about 13 November 2006
and to be entered into between the Company and DB Trustees (Hong Kong) Limited
as trustee (the "TRUST DEED") and references to a "SCHEDULE" are, unless
otherwise specified, references to a Schedule attached to this Agreement.

     The form of the Bonds (including the terms and conditions applicable to the
Bonds (the "CONDITIONS")) are scheduled to the Trust Deed. The Purchaser is
bound by, and is deemed to have notice of all the provisions of the Trust Deed.
Copies of the Trust Deed are available for inspection during normal business
hours at the specified office for the time being of the Trustee, being at the
date hereof, 55/F Cheung Kong Center, 2 Queen's Road Central, Hong Kong.

1.2  SECURITY.

     As further surety for their payment obligations in respect of the Bonds,
the Company has provided certain security to the Trustee pursuant to the CB
Security Documents, which security the Trustee will hold on trust for the
holders of the Bonds from time to time pursuant to the terms of the Trust Deed.

2.   SALE AND PURCHASE OF BONDS.

     Subject to the terms and conditions of this Agreement, the Company will
issue and sell to the Purchaser and the Purchaser will purchase from the
Company, at the Closing provided for in Section 3, Bonds in the principal amount
specified opposite the Purchaser's name in Schedule A at the purchase price (the
"SUBSCRIPTION PRICE") specified in a letter agreement between the Company and
the Purchaser. The terms and conditions of the Bonds shall be in the form as set
forth in


                                       1



Schedule 1 (in the case of the Tranche A Bonds) and Schedule 2 (in the case of
the Tranche B Bonds), in each case attached to the agreed form of the Trust
Deed.

3.   CLOSING.

3.1  ISSUE OF BONDS.

     At 15:00 hours (Hong Kong time) on 16 November 2006 (the "CLOSING") or such
other time and date as the Company and the Purchaser shall determine, the
Company will issue and deliver the definitive Certificates to the Purchaser with
any issuance or transfer taxes payable in connection with the issue or transfer
to the Purchaser of the Bonds duly paid by the Company.

3.2  PAYMENT.

     Against such delivery the Purchaser will pay or cause to be paid to the
Company the net subscription monies of the Bonds, less the expenses referred to
in Section 8. Such payment shall be made by the Purchaser in US Dollars in
immediately available funds to the YGEH Account in accordance with Condition
6.3.1 of the Bonds.

4.   CONDITIONS TO CLOSING.

     The Purchaser's obligation to purchase and pay for the Bonds to be sold to
it at the Closing is subject to the fulfillment to the Purchaser's satisfaction,
prior to or at the Closing, of the following conditions:

4.1  REPRESENTATIONS AND WARRANTIES.

     The representations and warranties of the Company in this Agreement shall
be correct when made and at the time of the Closing.

4.2  PERFORMANCE; NO DEFAULT.

     The Company shall have performed and complied with all agreements and
conditions contained in this Agreement and the Trust Deed required to be
performed or complied with by it prior to or at the Closing; and after giving
effect to the issue and sale of the Bonds no Default shall have occurred and be
continuing.

4.3  COMPLIANCE CERTIFICATES.

     The Company shall have delivered to the Purchaser's nominee (being Deutsche
Bank A.G. ("DEUTSCHE BANK")) an Officer's Certificate, dated the date of the
Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.7
have been fulfilled.

4.4  OPINIONS OF COUNSEL.

     Deutsche Bank shall have received opinions in form and substance
satisfactory to it, dated the date of the Closing and addressed to it (a) from
White & Case, English legal advisers to Deutsche Bank, in connection with such
transactions and covering such other matters incidental to the transactions
contemplated hereby as Deutsche Bank may reasonably request, (b) from Maples &
Calder, Cayman Islands and BVI legal counsel to Deutsche Bank in connection with
such transactions, and covering such other matters incident to such transactions
as Deutsche Bank may reasonably request and (c) Global Law Office, PRC counsel
to Deutsche Bank in connection with such transactions, and covering such other
matters incidental to such transactions as Deutsche Bank may reasonably request.


                                       2



4.5  PURCHASE PERMITTED BY APPLICABLE LAW, ETC.

     On the date of the Closing the Purchaser's purchase of Bonds shall (a) be
permitted by the laws and regulations of each jurisdiction to which the
Purchaser is subject, (b) not violate any applicable law or regulation
(including, without limitation, any provision of the Financial Services and
Markets Act 2000 of the United Kingdom (the "FSMA"), any regulation promulgated
pursuant to the FSMA or the Securities Act, as amended) (the "REGULATIONS")) and
(c) not subject the Purchaser to any tax, penalty or liability under or pursuant
to any applicable law or regulation, which law or regulation was not in effect
on the date hereof.

4.6  PROCEEDINGS AND DOCUMENTS.

     All corporate and other proceedings in connection with the transactions
contemplated by this Agreement, and the Trust Deed and all documents and
instruments incident to such transactions shall be satisfactory to Deutsche Bank
and the Purchaser, and Deutsche Bank and the Purchaser shall have received all
such counterpart originals or certified or other copies of such documents as it
or they may reasonably request.

4.7  SECURITY AND OTHER TRANSACTION DOCUMENTS.

     The Trust Deed shall have been duly authorised, executed and delivered by
the parties thereto, and on the Closing Date the Trust Deed shall be in full
force and effect and the Security Documents shall have been duly authorised,
executed and delivered by the Company, and on the Closing Date the Security
Documents and other Transaction Documents (other than the Second Escrow
Agreement and the PRC Share Pledges) shall be in full force and effect.

4.8  CERTIFICATES ETC.

     The Company to have provided Deutsche Bank copies of (i) all relevant
constitutional documents and corporate authorities of the Company and the other
Group members; (ii) all necessary governmental approval documents related to the
Company and the other Group members as set out in Schedule B and (iii) a list of
the authorised signature list (including specimen signatures) for each Person
authorised to sign this Agreement and all related documents on behalf of the
Company and the other Group members.

4.9  FINANCIAL STATEMENTS.

     The Company to have provided Deutsche Bank the financial statements
referred to in Condition 5.6 of the Bonds.

4.10 CONSENTS.

     The consents in writing (in form and substance satisfactory to Deutsche
Bank) from Inspiration Partners Limited ("IPL") and TB Management Ltd ("TBM") to
the Transaction Documents and the matters contemplated thereunder (including,
without limitation, waiver by PIL and TBM of any right of first refusal, co-sale
right and participation right in relation to any shares in the capital of the
Company that are or may be issued or transferred pursuant to the Transaction
Documents, issuance of the Notes by the Purchaser, pledge by the Purchaser of
its shares in the capital of the Company, assignment by the Purchaser of the
Material Contracts to which IPL and/or TBM are party, and any amendment to the
constitutive documents of the Company as contemplated by the Transaction
Documents).


                                       3



4.11 YGEH ACCOUNT AND ISSUER ACCOUNT.

     Each of the Company and the Purchaser shall have established an account
with Deutsche Bank AG, Hong Kong Branch (the "YGEH ACCOUNT" and "ISSUER ACCOUNT"
respectively).

5.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The Company in respect of itself and its Subsidiaries gives the
representations and warranties to the Purchaser as set out in Condition 5 of the
Conditions:

6.   REPRESENTATIONS OF THE PURCHASER.

6.1  PURCHASE OF BONDS.

     The Purchaser represents and warrants to and agrees with the Company that
(i) it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) received
by it in connection with the issue and sale of any Bonds in circumstances in
which section 21(1) of the FSMA does not apply to the Company and (ii) it has
complied and will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the Bonds in, from or otherwise involving
the United Kingdom.

     The Purchaser understands that the Bonds and the Shares have not been and
will not be registered under the Securities Act and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons
except in accordance with Regulation S under the Securities Act or pursuant to
an exemption from the registration requirements of the Securities Act. The
Purchaser represents that it has offered and sold the Bonds, and agrees that it
will offer and sell the Bonds (i) as part of their distribution at any time and
(ii) otherwise until 40 days after the later of the commencement of the offering
and the Closing, only in accordance with Rule 903 of Regulation S under the
Securities Act. Accordingly, neither it, its affiliates, nor any persons acting
on its or their behalf have engaged or will engage in any directed selling
efforts with respect to the Bonds, and it has complied and will comply with the
offering restrictions requirement of Regulation S. The Purchaser agrees that, at
or prior to confirmation of sale of Bonds, it will have sent to each
distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases Bonds from it during the distribution compliance
period a confirmation or notice to substantially the following effect:

     "The Securities covered hereby have not been registered under the U.S.
Securities Act of 1933 (the "Securities Act") and may not be offered and sold
within the United States or to, or for the account or benefit of, U.S. persons
(i) as part of their distribution at any time or (ii) otherwise until 40 days
after the later of the commencement of the offering and the Closing, except in
either case in accordance with Regulation S under the Securities Act. Terms used
above have the meanings given to them by Regulation S."

6.2  NO PUBLIC OFFER.

     The Purchaser represents and warrants to and agrees with the Company that
no action has been or will be taken in any jurisdiction by it that would, or is
intended to, permit a public offering of the Bonds, or possession or
distribution of any offering material in relation thereto, in any country or
jurisdiction where action for that purpose is required.

7.   COVENANTS OF THE COMPANY.

     The Company covenants and undertakes as follows:


                                       4



7.1  USE OF PROCEEDS.

     The Company undertakes to procure and ensure that the proceeds of the issue
of the Bonds are used in accordance with Condition 6.3.1 of the Trust Deed.

7.2  TAXES.

     That all payments under this Agreement by the Company shall be made free
and clear of, and without withholding or deduction for or on account of, any
taxes, duties, assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by or on behalf of the BVI, Cayman
Islands or the PRC or any political sub-division or any authority thereof or
therein having power to tax, unless such withholding or deduction is required by
law. In that event the Company shall pay such additional amounts as will result
in the receipt by the Purchaser of such amounts as would have been received by
it if no such withholding or deduction had been required.

7.3  STAMP DUTIES.

     The Company agrees to pay (a) any and all stamp or other similar
documentary taxes or duties (including any interest and penalties thereon or in
connection therewith) payable in connection with the authorisation, issuance or
delivery of the Bonds and the execution, delivery and performance of the Trust
Deed, the Agency Agreement, this Agreement, the CB Security Documents and the
other Transaction Documents; and (b) any value added tax payable in connection
with the commissions or other amounts payable or allowed under the Trust Deed,
the Agency Agreement, this Agreement, the CB Security Documents and the other
Transaction Documents and the Company shall indemnify promptly upon demand the
Purchaser against any liabilities, losses, costs, expenses (including, without
limitation, legal fees and value added tax thereon) and claims, actions or
demands which it may incur as a result of or arising out of or in relation to
any failure to pay or delay in paying any of the same.

8.   EXPENSES, ETC.

     The Company and the Purchaser have come to a separate arrangement as to
expenses in relation to the issue of the Bonds, including, without limitation,
structuring fees and other commissions, costs and expenses payable in respect of
the issue of the Bonds. The Company agrees that such amounts may be deducted
from the proceeds paid to the Company on the Closing.

9.   SURVIVAL; ENTIRE AGREEMENT.

     All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Bonds, the purchase or transfer
by the Purchaser of the Bonds or portion thereof or interest therein and the
payment of the Bonds, and may be relied upon by any subsequent holder of a Bond,
regardless of any investigation made at any time by or on behalf of the
Purchaser or any other holder of a Bond. In addition, the provisions of this
Agreement shall continue in full force and effect notwithstanding the completion
of the arrangements set out herein for the issue of the Bonds or the delivery of
a termination notice under Section 13 and regardless of any investigation by any
party to this Agreement.

     All statements contained in any certificate or other instrument delivered
by or on behalf of the Company pursuant to this Agreement shall be deemed
representations and warranties of the Company under this Agreement. Subject to
the preceding sentence, this Agreement and the Bonds embody the entire agreement
and understanding between the Purchaser and the Company and supersede all prior
agreements and understandings relating to the subject matter hereof.


                                       5



10.  NOTICES.

     All notices and communications provided for hereunder shall be in writing
and sent (a) by facsimile if the sender on the same day sends a confirming copy
of such notice by a recognised overnight delivery service (charges prepaid), or
(b) by registered or certified mail with return receipt requested (postage
prepaid), or (c) by a recognised overnight delivery service (with charges
prepaid). Any such notice must be sent:

          (i) if to the Purchaser or its nominee, to the Purchaser or its
     nominee at the address specified for such communications in Schedule A, or
     at such other address as the Purchaser or its nominee shall have specified
     to the Company in writing,

          (ii) if to any other holder of any Bond, to such holder at such
     address as such holder shall have specified to the Company in writing,

          (ii) if to the Company to No. 3055 Middle Fuxing Road, Baoding,
     People's Republic of China, Facsimile: +86 312 3151 881, Attention: Conghui
     Liu or at such other address as the Company shall have specified to the
     holder of each Bonds in writing.

     Notices under this Section 10 will be deemed given only when actually
received.

11.  INDEMNIFICATION.

     The Company undertakes to the Purchaser that if the Purchaser or any of its
Related Parties incurs any Loss arising out of, in connection with or based on
(a) any inaccuracy of any representation and warranty by the Company in this
Agreement (on the date of this Agreement or on any date when it is deemed to be
repeated) or (b) any breach by the Company of any of its covenants or
undertakings in this Agreement, the Company shall pay to the Purchaser, promptly
on demand an amount equal to such Loss. The Purchaser shall not have any duty or
other obligation, whether as fiduciary or trustee for any of its Related Parties
or otherwise, to recover any such payment or to account to any other person for
any amounts paid to it under this Section 11. This undertaking to make payment
will be in addition to any liability which the Company may otherwise have. The
Contracts (Right of Third Parties) Act 1999 applies to this Clause 11.

12.  TERMINATION.

12.1 RIGHT TO TERMINATE.

     The Purchaser may give a termination notice to the Company at any time
prior to the payment of the net proceeds to the Company on the Closing if:

          (a) any representation and warranty by the Company in this Agreement
     is or proves to be untrue or incorrect in any material respect on the date
     of this Agreement or on any date on which it is deemed to be repeated;

          (b) the Company fails to perform any of its obligations under this
     Agreement; or

          (c) any of the conditions in Section 4 is not satisfied or waived by
     the Purchaser on or before the Closing.

12.2 CONSEQUENCES.

     Upon the giving of a termination notice and subject to Clause 12.3:


                                       6



          (a) the Company shall be discharged from performance of its
     obligations under Clauses 3.1 and 4; and

          (b) the Purchaser shall be discharged from performance of their
     respective obligations under Clause 3.2 and Section 6.

12.3 SAVING.

     A discharge pursuant to this Section 12 shall not affect the other
obligations of the parties to this Agreement and shall be without prejudice to
accrued liabilities.

13.  MISCELLANEOUS.

13.1 SUCCESSORS AND ASSIGNS.

     All covenants and other agreements contained in this Agreement by or on
behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent
holder of a Bond) whether so expressed or not.

13.2 SEVERABILITY.

     Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

13.3 CONSTRUCTION.

     Each covenant contained herein shall be construed (absent express provision
to the contrary) as being independent of each other covenant contained herein,
so that compliance with any one covenant shall not (absent such an express
contrary provision) be deemed to excuse compliance with any other covenant.
Where any provision herein refers to action to be taken by any Person, or which
such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person.

13.4 COUNTERPARTS.

     This Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which together shall constitute one instrument.
Each counterpart may consist of a number of copies hereof, each signed by less
than all, but together signed by all, of the parties hereto.

13.5 DEFINITIONS.

     Terms defined in the Trust Deed and Conditions to the Bonds have the same
meanings where used herein unless separately defined herein.

     As used herein, the following terms have the respective meanings set forth
below or set forth in the Section hereof following such term:

     "LOSS" means any loss, liability, cost, claim, charge, damage or expense
(including, without limitation, legal fees, costs and expenses and any value
added tax thereon).

     "RELATED PARTY" means, in respect of any person, any Affiliate of that
person or any representative, officer, director, employee or agent of that
person or any such Affiliate or any person


                                       7



by whom any of them is controlled within the meaning of Section 15 of the
Securities Act or Section 20 of the United States Securities Exchange Act of
1934, as amended.

14.  GOVERNING LAW AND JURISDICTION.

14.1 GOVERNING LAW.

     This Agreement is governed by, and shall be construed in accordance with,
English law.

14.2 JURISDICTION.

     The Company agrees for the benefit of the Purchaser that the courts of
England shall have jurisdiction to hear and determine any suit, action or
proceedings arising out of or in connection with this Agreement ("PROCEEDINGS")
and, for such purposes, irrevocably submits to the jurisdiction of such courts.

14.3 NON-EXCLUSIVITY.

     The submission to the jurisdiction of the courts of England shall not (and
shall not be construed so as to) limit the right of the Purchaser to take
Proceedings in any other court of competent jurisdiction, nor shall the taking
of Proceedings in any one or more jurisdictions preclude the taking of
Proceedings in any other jurisdiction (whether concurrently or not) if and to
the extent permitted by law.

14.4 APPROPRIATE FORUM.

     The Company irrevocably waives any objection which it might now or
hereafter have to any of the specified courts being nominated as the forum to
hear and determine any Proceedings and agrees not to claim that any such court
is not a convenient or appropriate forum.

14.5 PROCESS AGENT.

     The Company agrees that the process by which any Proceedings in England are
begun may be served on it by being delivered to Law Debenture Corporate Services
Limited, 100 Wood Street, London EC2V 7EX, United Kingdom, or, if different, its
registered office for the time being or at any address of the Company in Great
Britain at which process may be served on it in accordance with Part XXIII of
the Companies Act 1985. If such person is not or ceases to be effectively
appointed so to accept service of process, the Company shall, (i) notify the
Purchaser; and (ii) appoint a further person in England to accept service of
process on its behalf and, failing such appointment within 15 days, the
Purchaser shall be entitled to appoint such a person by written notice to the
Company. Nothing in this paragraph shall affect the right of the Purchaser to
serve process in any other manner permitted by law.

14.6 CONSENT TO ENFORCEMENT.

     The Company irrevocably consents generally to the giving of any relief or
the issue of any process in connection with any Proceedings including (without
limitation) the making, enforcement or execution against any property whatsoever
(irrespective of its use or intended use) of any order or judgment or award
which may be made or given in such Proceedings or arbitral proceedings.


                                       8



15.  RIGHTS OF THIRD PARTIES.

     Unless otherwise specified, a person who is not a party to this Agreement
has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce
any term of this Agreement

If each Purchaser is in agreement with the foregoing, please sign the form of
agreement on the accompanying counterpart of this Agreement and return it to the
Company whereupon the foregoing shall become a binding agreement between the
Purchaser and the Company.


                                       9



Yours faithfully,

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED.




- -------------------------------------
Name:
Director/Attorney
Duly authorised for and on behalf of YINGLI GREEN ENERGY HOLDING COMPANY
LIMITED.





- -------------------------------------
In the presence of:
Name:
Address:





The foregoing is hereby

agreed to as of the

date thereof.

YINGLI POWER HOLDING COMPANY LTD.




- -------------------------------------
Name:
Director/Attorney
Duly authorised for and on behalf of YINGLI POWER HOLDING COMPANY LTD.





- -------------------------------------
In the presence of:
Name:
Address:





                                   SCHEDULE A

This Schedule A shows the names of the Purchaser under the foregoing
Subscription Agreement and the principal amounts of Bonds to be purchased by the
Purchaser.





           NAME                ADDRESS                          US DOLLAR AMOUNT
           ----                -------                          ----------------
                                                          
Yingli Power Holding           No. 3055 Middle Fuxing Road      US$85,000,000
Company Ltd.                   Baoding
                               People's Republic of China


                               Facsimile:  +86 312 3151 881


                               Attention: Conghui Lui



                                       12



                                   SCHEDULE B

                         Governmental approval documents


1.   The modification to the Foreign Exchange Registration Form of PRC
     Individual Overseas Investment (CHINESE CHARACTERS) issued by SAFE, Baoding
     Sub-branch in relation to the Series A Financing between Inspiration
     Partners Limited, YGEH, the Company and Mr. Liansheng Miao.

2.   The following approvals related to the business of Subsidiaries of TYNER:

(a)  The latest Business License (CHINESE CHARACTERS) of Chengdu Yingli New
     Energy Resources Co., Ltd.

(b)  The latest Business License (CHINESE CHARACTERS) of Tibet Tianwei Yingli
     New Energy Resources Co., Ltd.

(c)  The latest Business License (CHINESE CHARACTERS) of Baoding Yingli Guangfu
     Co., Ltd.

(d)  The latest Approval Certificate (CHINESE CHARACTERS) of Baoding Yingli
     Guangfu Co., Ltd.

(e)  The latest Business License (CHINESE CHARACTERS) of Tibet Keguang Industry
     and Trading Co., Ltd.


                                       13

EX-4.10

                                                                    EXHIBIT 4.10

                                                               EXECUTION VERSION

                              AMENDED AND RESTATED
                   SERIES B PREFERRED SHARE PURCHASE AGREEMENT

                          dated as of December 15, 2006

                                  by and among

                  YINGLI GREEN ENERGY HOLDING COMPANY LIMITED,

                       YINGLI POWER HOLDING COMPANY LTD.,

                                 LIANSHENG MIAO,

                                       and

                                  THE INVESTORS
                      LISTED ON SCHEDULE I ATTACHED HERETO



                                TABLE OF CONTENTS



                                                                        Page No.
                                                                        --------
                                                                     
ARTICLE I SALE OF SHARES AND CLOSING.................................       1
   SECTION 1.01.  Purchase and Sale..................................       1
   SECTION 1.02.  Closing............................................       2
   SECTION 1.03.  Purchase Price.....................................       2
   SECTION 1.04.  Share Certificate..................................       2

   SECTION 1.05.  Use of Proceeds....................................       3
   SECTION 1.06.  Escrow Arrangement.................................       4
   SECTION 1.07.  Further Assurances.................................       5

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY.............       6
   SECTION 2.01.  Power and Authority................................       6
   SECTION 2.02.  Execution and Delivery.............................       6
   SECTION 2.03.  Corporate Existence of the Company.................       6
   SECTION 2.04.  Company Capital Stock..............................       6
   SECTION 2.05.  Subsidiaries.......................................       7
   SECTION 2.06.  No Conflicts.......................................       8
   SECTION 2.07.  Governmental Approvals and Filings.................       9
   SECTION 2.08.  Books and Records..................................       9
   SECTION 2.09.  Financial Statements and Condition.................       9
   SECTION 2.10.  Taxes..............................................      10
   SECTION 2.11.  Legal Proceedings..................................      10
   SECTION 2.12.  Compliance With Laws and Orders....................      11
   SECTION 2.13.  Real Property......................................      11
   SECTION 2.14.  Tangible Personal Property.........................      11
   SECTION 2.15.  Investment Assets..................................      11
   SECTION 2.16.  Intellectual Property Rights.......................      12
   SECTION 2.17.  Contracts..........................................      12
   SECTION 2.18.  Insurance..........................................      13
   SECTION 2.19.  Employees; Labor Relations.........................      13
   SECTION 2.20.  Environmental Matters..............................      14
   SECTION 2.21.  Brokers............................................      14
   SECTION 2.22.  Related Party Transaction..........................      15
   SECTION 2.23.  Registration Rights................................      15
   SECTION 2.24.  Disclosure.........................................      15

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE INVESTORS..........      16
   SECTION 3.01.  Corporate Existence................................      16
   SECTION 3.02.  Authority..........................................      16
   SECTION 3.03.  No Conflicts.......................................      16
   SECTION 3.04.  Governmental Approvals and Filings.................      16
   SECTION 3.05.  Legal Proceedings..................................      17




                                                                     
   SECTION 3.06.  Investment Purpose.................................      17
   SECTION 3.07.  Brokers............................................      17

ARTICLE IV COVENANTS AND OTHER AGREEMENTS............................      17
   SECTION 4.01.  Covenants of the Warrantors........................      17
   SECTION 4.02.  Covenants of the Investors.........................      19
   SECTION 4.03.  Mutual Covenants...................................      19

ARTICLE V CONDITIONS TO CLOSING......................................      20
   SECTION 5.01.  Conditions to Each Party's Obligations.............      20
   SECTION 5.02.  Conditions to Obligations of the Investor..........      20
   SECTION 5.03.  Conditions to Obligations of the Company...........      22

ARTICLE VI SURVIVAL; NO OTHER REPRESENTATIONS........................      22
   SECTION 6.01.  Survival of Representations and Warranties.........      22
   SECTION 6.02.  No Other Representations...........................      22

ARTICLE VII INDEMNIFICATION..........................................      23
   SECTION 7.01.  Indemnification....................................      23
   SECTION 7.02.  Method of Asserting Claims.........................      24
   SECTION 7.03.  Exclusivity........................................      26
   SECTION 7.04.  No Consequential Damages...........................      27
   SECTION 7.05.  Limitation of Liability............................      27

ARTICLE VIII TERMINATION.............................................      27
   SECTION 8.01.  Termination........................................      27
   SECTION 8.02.  Effect of Termination..............................      27

ARTICLE IX DEFINITIONS...............................................      28
   SECTION 9.01.  Defined Terms......................................      28
   SECTION 9.02.  Construction of Certain Terms and Phrases..........      35

ARTICLE X MISCELLANEOUS..............................................      36
   SECTION 10.01. Notices............................................      36
   SECTION 10.02. Entire Agreement...................................      36
   SECTION 10.03. Expenses...........................................      37
   SECTION 10.04. Public Announcements...............................      37
   SECTION 10.05. Amendment and Waiver...............................      37
   SECTION 10.06. No Third Party Beneficiary.........................      37
   SECTION 10.07. No Assignment; Binding Effect......................      37
   SECTION 10.08. Enforcement of Agreement...........................      38
   SECTION 10.09. Headings...........................................      38
   SECTION 10.10. Governing Law; Dispute Resolution..................      38
   SECTION 10.11. Invalid Provisions.................................      38
   SECTION 10.12. Counterparts.......................................      39





Schedule I  Schedule of the Investors
Schedule II Disclosure Schedule

Exhibit A   Transaction Documents
Exhibit B   Amended and Restated Shareholders Agreement
Exhibit C   Amended Articles
Exhibit D   Warrant Side Letter
Exhibit E   Additional Investor Representations and Warranties



          This AMENDED AND RESTATED SERIES B PREFERRED SHARE PURCHASE AGREEMENT,
dated as of December 15, 2006 (this "AGREEMENT"), is entered into by and among
Yingli Green Energy Holding Company Limited, an exempted company with limited
liability incorporated and existing under the laws of the Cayman Islands (the
"COMPANY"), Yingli Power Holding Company Ltd., a company with limited liability
incorporated and existing under the laws of the British Virgin Islands (the
"HOLDCO"), Mr. Liansheng Miao (the "FOUNDER") and the investors listed on
Schedule I attached to hereto (the "INVESTORS"). Capitalized terms not otherwise
defined herein have the meanings set forth in Section 9.01.

                                   WITNESSETH:

          WHEREAS, the Company, the Holdco, the Founder and Baytree
(Investments) Mauritius Pte Ltd. entered into the Series B Preferred Share
Purchase Agreement, dated December 5, 2006 (the "PRIOR SERIES B PURCHASE
AGREEMENT");

          WHEREAS, the parties to the Prior Series B Purchase Agreement desire
to amend and restate the Prior Series B Purchase Agreement in its entirety
pursuant to the terms set forth in this Agreement;

          WHEREAS, The parties to the Prior Series B Purchase Agreement have
agreed that the Prior Series B Purchase Agreement shall be of no further force
and effect and further that the rights granted to the parties hereto under this
Agreement shall supersede the rights granted to such parties under the Prior
Series B Purchase Agreement

          WHEREAS, the Company wishes to sell and the Investors wish to purchase
a certain number of Series B Preferred Shares, US$0.01 par value per share, of
the Company (the "SERIES B PREFERRED SHARES") on terms and subject to the
conditions set forth in this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby amend and restate the Prior Series B Purchase Agreement in
its entirety as follows:

                                   ARTICLE I

                           SALE OF SHARES AND CLOSING

          SECTION 1.01. Purchase and Sale. Subject to the conditions set forth
in this Agreement, each Investor agrees to purchase, severally but not jointly,
and the Company agrees to sell and issue to each such Investor, at the Closing
the number of Series B Preferred Shares set forth opposite such Investor's name
on Schedule I, at a purchase price of US$4.835 per share. The Series B Preferred
Shares issued and sold to the Investors pursuant to this Agreement shall be
referred to as the "SHARES".


                                        1



          SECTION 1.02. Closing. The Closing shall take place not later than
five (5) Business days after the satisfaction or waiver of the conditions set
forth in Articles V or such other date agreed by the parties hereto (such date
being the "CLOSING DATE") at the offices of Simpson Thacher & Bartlett LLP, 7/F
ICBC Tower, 3 Garden Road, Central Hong Kong, or at such other time and place as
the Investors and the Company mutually agree.

          SECTION 1.03. Purchase Price. Subject to Section 1.04 hereof, upon the
terms and subject to the conditions of this Agreement, on the Closing Date, each
Investor shall pay the Company the sum of (i) the purchase price (the "PURCHASE
PRICE") set forth opposite such Investor's name on Schedule I; provided,
however, the Advance Payment made by each Advance Payment Investor shall be
deemed to constitute the payment by such Advance Payment Investor of its
Purchase Price on the Closing Date and (ii), except in the case of the Lead
Series B Shareholder, the Pro Rata Expense applicable to such Investor. The
Purchase Price shall be paid by each Investor (other than an Advance Payment
Investor) as follows:

          (a) An amount set forth under the heading of "Released Amount"
opposite such Investor's name on Schedule I attached hereto (the "RELEASED
AMOUNT") shall be paid in immediately available funds by wire transfer to an
account to be designated by the Company in writing on or prior to the Closing
Date; and

          (b) The remaining amount of the Purchase Price (the "ESCROW AMOUNT")
shall be paid in immediately available funds by wire transfer to an escrow
account established pursuant to the Escrow Agreement.

          The Pro Rata Expense shall be paid by each Investor (other than the
Lead Series B Investor) in immediately available funds by wire transfer to an
account to be designated by the Company and to be notified by the Lead Series B
Investor in writing to each Investor (other than the Lead Series B Investor) on
or prior to the Closing Date.

          SECTION 1.04. Share Certificate.

          (a) At the Closing, in exchange for the payment to the Company of the
Released Amount by each Investor (other than an Advance Payment Investor) and
the Pro Rata Expense by each Investor (other than the Lead Series B Shareholder)
pursuant to Section 1.03(a) hereof, the Company shall deliver or cause to be
delivered to such Investor original share certificates (the "RELEASED SHARE
CERTIFICATES") representing the number of Shares set forth under the heading of
the "Released Shares" opposite such Investor's name on Schedule I attached
hereto (the "RELEASED SHARES").

          (b) Subject to the escrow arrangement described in Section 1.06 below,
at the Closing, in exchange for the payment to the Escrow Agent of the Escrow
Amount by each Investor (other than an Advance Payment Investor) pursuant to
Section 1.03(b) hereof, the Company shall deliver or cause to be delivered to
such Investor original share certificates (the "ESCROW SHARE CERTIFICATES")
representing the number of


                                       2



Shares set forth under the heading of "Escrow Shares" opposite such Investor's
name on Schedule I attached hereto (the "ESCROW SHARES").

          (c) At the Closing, in exchange for the advance payment of the
Purchase Price and the Pro Rata Expense to the Company by each Advance Payment
Investor prior to the date of this Agreement, the Company shall deliver or cause
to be delivered to such Advance Payment Investor original share certificates
(the "ADVANCE PAYMENT SHARE CERTIFICATES") representing the number of Shares set
forth under the heading of the "Shares Being Purchased" opposite such Advance
Payment Investor's name on Schedule I attached hereto (the "ADVANCE PAYMENT
SHARES").

          (d) The Company shall exercise its best efforts to pay to the Lead
Series B Shareholder the aggregate sum of the Pro Rata Expenses received by the
Company at or prior to the Closing as soon as reasonably practicable, but in no
event within two (2) Business Days following the Closing. Following the payment
of such sum of the Pro Rata Expenses, the Company shall be under no obligation
whatsoever to the Lead Series B Investor with respect to the Pro Rata Expenses
that remains unpaid to the Lead Series B Investor.

          (e) For the avoidance of doubt, the rights and obligations of the
Company set forth in this Section 1.04(a) and (c) shall apply severally and not
jointly to each Investor, and the failure of any Investor or Investors (other
than an Advance Payment Investor) to pay the Released Amount or the failure of
any Investor or Investors (other than an Lead Series B Shareholder) to pay its
or their Pro Rata Expense shall in no way whatsoever affect the Company's right
and obligations under this Agreement to effect the Closing with respect to the
other Investors.

          SECTION 1.05. Use of Proceeds.

          (a) The Company shall not use the net proceeds from the Purchase Price
(the "PROCEEDS") for any purpose other than to (i) make an interest-bearing loan
(the "SHAREHOLDER LOAN") to Tianwei Yingli in an aggregate principal amount
equal to the sum (or its Renminbi equivalent) of (x) the Released Amounts paid
by all of the Investors (other than the Advance Payment Investors) and (y) the
aggregate amount of all Advancement Payments paid by each Advance Payment
Investor and (ii) in accordance with that certain Joint Venture Contract, dated
August 25, 2006, by and between Baoding Tianwei Baobian Electric Co., Ltd. and
the Company, as amended from time to time (the "JOINT VENTURE CONTRACT"),
increase the Company's equity ownership in Tianwei Yingli (the "CAPITAL
INCREASE"). The amount of the Capital Increase shall be an amount (or its
Renminbi equivalent) equal to the difference between the total amount of the
Proceeds and the aggregate principal amount of the Shareholder Loan, provided
that if the Shareholder Loan is fully converted into the Company's equity
ownership in Tianwei Yingli following approval thereof by relevant Government or
Regulatory Authorities, the amount of the Capital Increase shall be the entire
amount of the Proceeds. The Company shall, and the Warrantors shall procure the
Company and Tianwei Yingli to, apply for the approval of relevant Government or
Regulatory Authorities to convert the entire principal


                                       3



and interest accrued under the Shareholder Loan into an equity interest in
Tianwei Yingli in the form of a Capital Increase.

          (b) Following the Shareholder Loan and the Capital Increase, the
Company shall procure that the Subsidiaries use the Proceeds for the purchase of
silicon raw materials, capital expenditure related to the expansion of the
production capacity of the Subsidiaries, repayment of loans of the Subsidiaries
made by financial institutions then due and other general corporate purposes of
the Subsidiaries in accordance with the Amended Articles and the Shareholders
Agreement. Subject to Section 1.06 hereof and the Escrow Agreement, the Proceeds
shall be deposited in an account of the Company at a bank located outside of the
PRC and shall be withdrawn only by the Company's authorized signatories subject
to the prior written approval by the Series B Nominee (as defined in the
Shareholders Agreement), which approval shall not be unreasonably withheld,
provided such approval by the Series B Nominee shall be required with respect to
the withdrawal of the Proceeds for the purpose of effecting the Shareholder Loan
and the Capital Increase.

          SECTION 1.06. Escrow Arrangement.

          (a) For the purpose of securing satisfaction by the Warrantors of
certain conditions subsequent set forth in Section 1.06(c) (the "CONDITIONS
SUBSEQUENT"), the Warrantors and the Investors (other than the Advance Payment
Investors) shall enter into a mutually satisfactory escrow agreement (the
"ESCROW AGREEMENT") with an escrow agent (the "ESCROW AGENT") selected by the
Warrantors and reasonably satisfactory to the Investors. The Warrantors and the
Investors agree that the Escrow Amount and the Escrow Share Certificates shall
be held, free and clear of any and all Liens other than subject to the Escrow
Agreement, as of the Closing Date, in an escrow account established pursuant to
the Escrow Agreement. For the avoidance of doubt, the Shares issued to the
Advance Payment Investors shall not be subject to the provisions of this Section
1.06.

          (b) The Escrow Amount and the Escrow Share Certificates shall be held
in an escrow by the Escrow Agent subject to the terms of the Escrow Agreement
until the satisfaction or waiver of the Conditions Subsequent, upon which the
Escrow Amount (together with any accrued interest paid by the Escrow Agent)
shall be immediately released by the Escrow Agent to the Company as otherwise
provided in Section 1.03 and the Escrow Share Certificates shall be immediately
released by the Escrow Agent to the Investors as otherwise provided in Section
1.04; provided that, in the event that this Agreement is terminated by the Lead
Series B Investor pursuant to Section 8.01(b) hereof, the Escrow Amount
(together with any accrued interest paid by the Escrow Agent) shall be returned
by the Escrow Agent to the Investors, and the Escrow Share Certificates shall be
returned to the Company, each pursuant to Section 8.02(b). For the avoidance of
doubt, upon the return of the Escrow Share Certificates, the Investors shall not
be entitled to any right to or interest in the Escrow Shares evidenced by such
Escrow Share Certificates.


                                       4



          (c) Unless otherwise waived by the Lead Series B Shareholder, the
Conditions Subsequent shall be deemed to be satisfied when the Company shall
have (i) entered into (x) an amendment to the joint venture contract between the
Company and Baoding Tianwei Baobian Electrics Co., Ltd (the "JV CONTRACT
AMENDMENT") and (y) an amendment to the articles of association of Tianwei
Yingli (the "JV ARTICLE AMENDMENT"), in each case to the reasonable satisfaction
of the Lead Series B Shareholder; (ii) delivered a legal opinion to the
reasonable satisfaction of the Investors from the PRC counsel of the Company
that the Company has filed with, and obtained requisite Licenses, approvals and
consents from the relevant Governmental or Regulatory Authorities (including,
without limitation, the governmental approvals and filings as set forth in
Section 2.07 of the Disclosure Schedule) and any other third parties to effect
the JV Contract Amendment, the JV Article Amendment and the Capital Increase;
and (iii) the Shareholder Loan shall have been funded by the Company to Tianwei
Yingli prior to the Capital Increase and duly registered with the Baoding Branch
of the State Administration of Foreign Exchange.

          (d) Each Investor (other than an Advance Payment Investor) hereby
appoints the Lead Series B Shareholder as its representative with respect to the
negotiation, execution and performance of the Escrow Agreement, and the Lead
Series B Shareholder accepts such appointment. The Lead Series B Shareholder,
acting in accordance with this Agreement, shall have the authority and power to
act on behalf of other Investors (other than the Advance Payment Investors) with
respect to the Escrow Agreement or other rights or obligations arising from and
taken pursuant to the Escrow Agreement, provided that such actions do not
increase or disproportionately affect an Investor's obligations hereunder in
regards to the obligations of all Investors hereunder. Each Investor (other than
an Advance Payment Investor) shall be bound by all actions taken by the Lead
Series B Shareholder in accordance with this Agreement, in connection with the
Escrow Agreement. Each of the Investors (other than the Lead Series B
Shareholder and the Advanced Payment Investors) agrees, severally and not
jointly, to indemnify, defend and hold harmless the other Lead Series B
Shareholder to the fullest extent permitted by law from and against any and all
Losses of the Lead Series B Shareholder resulting from or arising out of the
Lead Series B Shareholder's action on behalf of other Investors with respect to
the Escrow Agreement or other rights or obligations arising from and taken
pursuant to the Escrow Agreement in the absence of willful misconduct or bad
faith on the part of the Lead Series B Shareholder, provided, further that, such
Losses shall be borne pro rata by each of the Investors (including the Lead
Series B Shareholder) in proportion to such Investor's applicable Escrow Amount.

          SECTION 1.07. Further Assurances. At any time or from time to time
after the Closing, each party hereto shall, at the expense of the party making
such request, execute and deliver such other documents and instruments, provide
such materials and information and take such other actions as may reasonably be
necessary, proper or advisable, to the extent permitted by Law, to fulfill its
obligations under this Agreement and the Transaction Documents.


                                       5



                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company, the Holdco and the Founder (together, the "WARRANTORS")
hereby jointly and severally represent and warrant to each Investor that the
statements contained in this Article II are true, correct and complete as of the
date of this Agreement and, unless otherwise provided herein, the date of the
Closing, except as set forth in the Disclosure Schedule attached hereto as
Schedule II, which exceptions shall be deemed to be representations and
warranties as if made hereunder:

          SECTION 2.01. Power and Authority. Each of the Company and the Holdco
has full corporate power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby, including without limitation the sale and issuance of the
Shares, the Warrants and the Warrant Shares upon the exercise of the Warrants
pursuant to the Transaction Documents.

          SECTION 2.02. Execution and Delivery. The execution and delivery by
each of the Company and Holdco of the Transaction Documents and the performance
by the Company and the Holdco of their respective obligations under the
Transaction Documents and any other agreements, instruments and documents
required to be executed and delivered with respect to the transactions
contemplated in the Transaction Documents have been duly and validly authorized
by or on behalf of the Company and/or the Holdco (as applicable), no other
action on the part of the Company, the Holdco or their respective shareholders
being necessary except as expressly contemplated hereby. The Transaction
Documents have been duly and validly executed and delivered by each of the
Company and Holdco and assuming the due execution of the Transaction Documents
by other parties hereto, constitute legal, valid and binding obligations of each
of the Company and Holdco enforceable against each of the Company and the Holdco
in accordance with their respective terms.

          SECTION 2.03. Corporate Existence of the Company. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the Cayman Islands, and has full corporate power and authority to
conduct its business as and to the extent now conducted and to own, use and
lease its Assets and Properties. The Company is duly qualified, licensed or
admitted to do business in each jurisdiction in which the ownership, use or
leasing of its Assets and Properties, or the conduct or nature of its business,
makes such qualification, licensing or admission necessary, except for those
jurisdictions in which the adverse effects of all such failures by the Company
to be qualified, licensed or admitted would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

          SECTION 2.04. Company Capital Stock. Immediately prior to the Closing,
the authorized capital stock of the Company shall be US$10,000,000, consisting
of (a) 967,513,542 ordinary shares ("ORDINARY SHARES"), US$0.01 par value per
share,


                                       6



of which 59,800,000 shares are issued and outstanding, (b) 8,081,081 shares of
Series A Preferred Shares, US$0.01 par value per share, all of which are issued
and outstanding, and (c) 24,405,377 shares of Series B Preferred Shares, US$0.01
par value per share, none of which are issued and outstanding. The Shares, when
issued, sold and delivered in accordance with the terms and for the
consideration set forth in this Agreement, shall be duly authorized and validly
issued, fully paid and nonassessable and free and clear of all Liens. The
Ordinary Shares issuable upon conversion of the Shares purchased under this
Agreement or upon the exercise of the Warrants issued in accordance with the
Warrant Side Letter have been duly and validly reserved for issuance and, upon
issuance in accordance with the terms of this Agreement and the Amended
Articles, shall be duly authorized and validly issued, fully paid and
nonassessable and free and clear of all Liens. The delivery of the Share
Certificates at the Closing representing the Shares in the manner provided in
Section 1.04 shall transfer to each Investor good and valid title to the Shares
purchased by such Investor, free and clear of all Liens other than restrictions
on the payment of dividends arising under applicable Law, restrictions on
transferability arising under applicable securities Laws and any Liens created
or suffered to exist by the Investor. Except the Warrants and as disclosed in
the Disclosure Schedule and except as provided in this Agreement, there are no
outstanding Options with respect to any shares of the Company. A complete list
of all outstanding shareholders, Option holders and other security holders of
the Company as of the Closing Date is provided in Section 2.04 of the Disclosure
Schedule.

          SECTION 2.05. Subsidiaries.

          (a) Each of the Subsidiaries is a corporation duly organized and
validly existing under the laws of its jurisdiction of incorporation and has
full corporate power and authority to conduct its business as and to the extent
now conducted and to own, use and lease its Assets and Properties. Each of the
Subsidiaries is duly qualified, licensed or admitted to do business in each
jurisdiction in which the ownership, use or leasing of its Assets and
Properties, or the conduct or nature of its business, makes such qualification,
licensing or admission necessary, except for those jurisdictions in which the
adverse effects of all such failures by any Subsidiary to be qualified, licensed
or admitted would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. The Articles of Association of each
Subsidiary are valid and, to the extent required by applicable Laws, have been
approved by and filed with competent Governmental or Regulatory Authorities and
are in full force and effect.

          (b) The Disclosure Schedule lists for each of the Subsidiaries its
jurisdiction of organization, the amount of its authorized capital stock or its
equivalent, the amount of its outstanding capital stock or its equivalent, and
the record owners of such outstanding capital stock or its equivalent. As of the
date hereof and as of the Closing Date, except as disclosed in the Disclosure
Schedule, all the outstanding shares of capital stock or its equivalent of each
of the Subsidiaries have been duly authorized and validly issued, are fully paid
and nonassessable and free and clear of all Liens. Except as disclosed in the
Disclosure Schedule, there are no outstanding Options or other


                                       7



rights, agreements, arrangements or commitments to which any Subsidiary is a
party or by which any Subsidiary is bound relating to the issued or unissued
shares of capital stock or its equivalent of any Subsidiary.

          (c) Each of (i) the transfer of the equity interest in Tianwei Yingli
held by Baoding Yingli Group Co., Ltd. to the Company as contemplated in Tianwei
Yingli's shareholders' resolutions dated August 25, 2006 and (ii) the increase
of the registered capital of Tianwei Yingli as contemplated in Tianwei Yingli's
board resolutions dated October 10, 2006 and November 13, 2006 were made in
compliance, in all material respects, with applicable PRC Laws and Orders
(including without limitation the M&A Regulations, the SAFE Circular 75 and the
PRC Laws governing state-owned assets).

          (d) Except as set forth in the Disclosure Schedule, none of the
Subsidiaries is in receipt of any written notice from any relevant Governmental
or Regulatory Authority notifying the revocation of any Licenses issued to such
Subsidiary or requiring any remedial actions by such Subsidiary, except as would
not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

          (e) Except as set forth in the Disclosure Schedule, none of the
Subsidiaries is in receipt of any written notice from any relevant Governmental
or Regulatory Authority notifying the revocation of any Licenses issued to it
for non-compliance or the need for compliance or remedial actions in respect of
the activities carried out by such Subsidiary.

          SECTION 2.06. No Conflicts. Except as disclosed in the Disclosure
Schedule, the execution and delivery by each of the Warrantors and Tianwei
Yingli of the Transaction Documents (as applicable) do not, and the performance
by the Warrantors of their respective obligations under the Transaction
Documents, and the consummation of the transactions contemplated thereby shall
not, as of the date of this Agreement and as of the Closing Date:

          (a) conflict with or result in a violation or breach of any of the
terms, conditions or provisions of the organizational documents of the Company,
the Holdco or any Subsidiary;

          (b) conflict with or result in a violation or breach of any term or
provision of any Law or Order applicable to or any License of the Company, the
Holdco, any Subsidiary or any of their respective Assets and Properties in any
material respect; or

          (c) (i) conflict with or result in a violation or breach of, (ii)
constitute a default under, (iii) require the Company, the Holdco or any
Subsidiary to obtain any consent, approval or action of, make any filing with or
give any notice to any Person as a result or under the terms of, (iv) result in
or give to any Person any right of termination, cancellation, acceleration or
modification in or with respect to, or (v) result in the creation or imposition
of any Lien upon the Company, the Holdco, any Subsidiary or any


                                       8



of their respective Assets and Properties under, any Material Contract, in each
case, in any material respect.

          SECTION 2.07. Governmental Approvals and Filings. Except as disclosed
in the Disclosure Schedule, no consent, approval or action of, filing with or
notice to any Governmental or Regulatory Authority on the part of the Company,
the Holdco or any Subsidiary is required in connection with the execution,
delivery and performance of the Transaction Documents or the consummation of the
transactions contemplated thereby. All Licenses required with respect to the
Subsidiaries have been duly obtained in accordance with the applicable Laws,
except where the failure to obtain such Licenses would not have a Material
Adverse Effect.

          SECTION 2.08. Books and Records. The Company has made available to the
Investors prior to the execution of this Agreement complete and correct copies
of the organizational documents of the Company and each Subsidiary. The minute
books and other similar records of the Company and each Subsidiary as made
available to the Investors prior to the execution of this Agreement contain a
true and complete record, in all material respects, of all actions taken at all
meetings and by written consents in lieu of meetings of the stockholders, the
boards of directors and committees of the boards of directors of the Company and
each Subsidiary. The shareholders register of the Company and each Subsidiary as
made available to the Investors prior to the execution of this Agreement
accurately reflect all record issuances and transfers prior to the execution of
this Agreement of the capital stock of the Company and each Subsidiary. To the
Knowledge of the president, the directors, the vice presidents and the
department heads of the Company and Tianwei Yingli, the Books and Records of the
Company and each Subsidiary made available to the Investors prior to the
execution of this Agreement do not contain any untrue statement of a material
fact.

          SECTION 2.09. Financial Statements and Condition

          (a) Prior to the execution of this Agreement, the Company has made
available to the Investors true and complete copies of the Financial Statements.
The information contained in the Financial Statements shall be substantially
similar to the information contained in the audited consolidated balance sheets,
income statements and statements of cash flow of Tianwei Yingli for the years
ended on December 31, 2004 and 2005 (the "ACTUAL ANNUAL FINANCIAL STATEMENTS")
and the unaudited consolidated balance sheets, income statements and statements
of cash flow of Tianwei Yingli for the six months ended June 30, 2006 (the
"ACTUAL INTERIM FINANCIAL STATEMENTS"), each of which shall have been audited
(in the case of the Actual Annual Financial Statements) or reviewed (in the case
of the Actual Interim Financial Statements) by KPMG Huazhen and shall be
delivered to the Investors as soon as it is released by KPMG Huazhen but no
later than sixty (60) days following the Closing.

               The net income for each of the years ended on December 31, 2004
and 2005 as indicated in the Actual Annual Financial Statements shall not be
less than ninety five percent (95%) of the net income for each of the
corresponding years indicated in the Financial Statements. The net income for
the six months ended on June 30, 2006 as


                                       9



indicated in the Actual Interim Financial Statements shall not be less than
ninety percent (90%) of its counterpart for the corresponding period indicated
in the Financial Statements.

          (b) Except for the execution and delivery of the Transaction Documents
and the transactions to take place pursuant thereto on or prior to the Closing
Date or as disclosed in the Disclosure Schedule, since June 30, 2006 until the
Closing Date, the business of the Company and the Subsidiaries has been operated
in all material respects in the ordinary course consistent with past practice
and there has not been any change in the Business or Condition of the Company
that has or would reasonably be expected to have a Material Adverse Effect.

          (c) To the Knowledge of the Warrantors, except as reflected in the
Financial Statements described in paragraph (a) of this Section or as set forth
in the Disclosure Schedule, and except for Liabilities incurred in the ordinary
course of business consistent with past practice, neither the Company nor any
Subsidiary has any material Liabilities of any nature (whether accrued,
absolute, contingent or otherwise) required by US GAAP to be set forth on a
consolidated balance sheet of the Company or in the notes thereto.

          SECTION 2.10. Taxes. Except as disclosed in the Disclosure Schedule,
as of the date hereof, (1) the Company and each Subsidiary have filed all Tax
returns and reports required to be filed by the Company and each Subsidiary, or
requests for extensions to file such returns or reports have been timely filed
or granted and have not expired; (2) all such Tax returns and reports are true,
correct and complete except as would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect; (3) there have been
no examinations or audits of any tax returns or reports by any applicable
Governmental or Regulatory Authority; and (4) there have been no written
communications from any applicable Governmental or Regulatory Authority. As of
the date hereof, except as disclosed in the Disclosure Schedule, the Company and
each Subsidiary have paid all Taxes shown as due on such Tax returns and reports
in all material respects. Further, each of the Company and its Subsidiaries has
duly withheld individual income taxes and adequately paid mandatory
contributions to the statutory welfare or social security funds on behalf of all
its employees, contractors and directors, in each case to the extent required by
applicable laws, in compliance with the applicable regulations in each
respective jurisdiction such that there shall be no default or underpayment in
respect of individual income taxes and mandatory contributions to the statutory
social security funds that has or would reasonably be expected to have a
Material Adverse Effect.

          SECTION 2.11. Legal Proceedings. As of the date hereof, except as
disclosed in the Disclosure Schedule or except as would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect:

          (a) there are no Actions or Proceedings pending or, to the Knowledge
of the Warrantors, threatened seeking to restrain, adjourn or otherwise prohibit
or make


                                       10



illegal the consummation of any of the transactions contemplated by the
Transaction Documents; and

          (b) there are no Actions or Proceedings pending or, to the Knowledge
of the Warrantors, threatened against, relating to or affecting the Company, any
Subsidiary or any of their respective Assets and Properties.

          SECTION 2.12. Compliance With Laws and Orders. Except as disclosed in
the Disclosure Schedule or except as would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, neither the Company
nor any Subsidiary has received any written communication since January 1, 2004
until the date hereof from any Governmental or Regulatory Authority that alleges
that the Company or any Subsidiary, as applicable, is in violation of or in
default under any Law or Order applicable to the Company or such Subsidiary. To
the Knowledge of the Warrantors, each of the Company and its Subsidiaries is in
compliance, in all material respects, with all Laws or Orders.

          SECTION 2.13. Real Property.

          (a) Except as disclosed in the Disclosure Schedule, each of the
Company and the Subsidiaries has good title to each parcel of real property
owned by it and is in possession of each such parcel of real property, together
with all buildings, structures, facilities, fixtures and other improvements
thereon, free and clear of any Lien other than the Permitted Liens that do not
materially impair the Company's or any Subsidiary's ownership or use of such
property.

          (b) Except as disclosed in the Disclosure Schedule, each of the
Company and the Subsidiaries has a valid and subsisting leasehold estate in and
the right to quiet enjoyment of the real properties leased by it, free and clear
of any Liens other than the Permitted Liens (except by the Lessor) that do not
materially impair the Company's or any Subsidiary's use of such property.

          SECTION 2.14. Tangible Personal Property. Except as disclosed in the
Disclosure Schedule or except as would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, each of the Company
and the Subsidiaries is in possession of and has good title to, or has valid
leasehold interests in or valid rights under Contract to use, all tangible
personal property material to the Business or Condition of the Company, free and
clear of any Liens other than the Permitted Liens that do not materially impair
the Company's or any Subsidiary's ownership or use, as applicable, of such
property.

          SECTION 2.15. Investment Assets. As of the date hereof, the Disclosure
Schedule lists each Investment Asset in excess of US$3 million held by the
Company or any Subsidiary in any Person which is not a Subsidiary. Except as
disclosed in the Disclosure Schedule, as of the date hereof, all such Investment
Assets listed on the Disclosure Schedule are owned by the Company or a
Subsidiary and are free and clear of


                                       11



all Liens other than the Permitted Liens that do not materially impair the
Company's or any Subsidiary's ownership or use of such property.

          SECTION 2.16. Intellectual Property Rights. As of the date hereof,
each of the Company and the Subsidiaries either has all right, title and
interest in or a valid and binding right under Contract to use the Intellectual
Property material to the Business or Condition of the Company (the "COMPANY
INTELLECTUAL PROPERTY"). As of the date hereof, (a) all registrations with and
applications to Governmental or Regulatory Authorities in respect of the Company
Intellectual Property owned by the Company or a Subsidiary are valid and in full
force and effect and (b) the execution of the Transaction Documents and the
consummation of the transactions contemplated thereby do not trigger any
restrictions on the direct or indirect transfer of any material Contract, or any
interest therein, held by the Company or any Subsidiary in respect of the
Company Intellectual Property. As of the date hereof, neither the Company nor
any Subsidiary has received notice that the Company or any Subsidiary is
infringing any Intellectual Property of any other Person in any material
respect; to the Knowledge of the Warrantors, no claim to such effect is pending
and has not been resolved; and as of the date hereof, to the Knowledge of the
Warrantors, neither the Company nor any Subsidiary is infringing any
Intellectual Property of any other Person in any material respect. Section 2.16
of the Disclosure Schedule contains a complete list of the Company Intellectual
Property.

          SECTION 2.17. Contracts.

          (a) As of the date hereof, the Disclosure Schedule contains a true and
complete list of each of the following Contracts to which the Company or any
Subsidiary is a party or by which any of their respective Assets and Properties
is bound (the "MATERIAL CONTRACTS"):

               (i) Contracts providing for a commitment of employment or
consultation services for a specified or unspecified term or otherwise relating
to employment or termination of employment of each member of senior management
of the Company and the Subsidiaries;

               (ii) Contracts containing any provision or covenant prohibiting
or materially limiting the ability of the Company or any Subsidiary to engage in
any business activity or compete with any Person or prohibiting or materially
limiting the ability of any Person to compete with the Company or any Subsidiary
or otherwise impairing, restricting or imposing conditions on the Company or any
Subsidiary's right to offer or sell products or services in specified
geographical areas or for specified time periods;

               (iii) material partnership, joint venture, shareholders' or other
similar Contracts with any Person;


                                       12



               (iv) Contracts relating to Indebtedness of the Company or any
Subsidiary in excess of US$3 million;

               (v) Contracts with distributors, manufacturers, suppliers or
sales agencies that involve a binding payment or obligation by or to the Company
or any Subsidiary of more than US$3 million annually;

               (vi) Contracts relating to (A) the future disposition or
acquisition of any Assets and Properties individually or in the aggregate
material to the Business or Condition of the Company, other than dispositions or
acquisitions in the ordinary course of business, and (B) any merger or other
business combination (other than this Agreement);

               (vii) Contracts between or among the Company and any Subsidiary
relating to Indebtedness or the provision of services between such entities;

               (viii) Contracts with top five (5) distributors, manufacturers,
suppliers or sales agencies, which collectively account for at least seventy
percent (70%) of the supply of silicon to the Company and its Subsidiaries in
the aggregate as of the date of this Agreement; and

               (ix) Contracts transferring or licensing any Company Intellectual
Property to or from the Company or any Subsidiary (other than licenses from
commercially readily available "off the shelf" computer software).

          (b) As of the date hereof, none of the Contracts required to be
disclosed in the Disclosure Schedule has been terminated prior to the expiration
of the agreed minimum term by any party thereto nor, to the Knowledge of the
Warrantors as to any Contract the Company or any Subsidiary is a party, has any
party indicated its intention to terminate any of such Contracts. Except as
disclosed in the Disclosure Schedule, to the Knowledge of the Warrantors,
neither the Company nor any Subsidiary or any other party to such Contract is in
violation or breach of or default under any such Contract in any material
respect.

          SECTION 2.18. Insurance. As of the date hereof, except as disclosed in
the Disclosure Schedule or except as would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, no premiums are due
or have not been paid in relation to, and neither the Company nor any Subsidiary
has received any notice of cancellation or termination in respect of, or, to the
Knowledge of the Warrantors, is in default under, any insurance policy currently
in effect that insure the business, operations or employees of the Company or
any Subsidiary or affect or relate to the ownership, use or operation of any of
the Assets and Properties of the Company or any Subsidiary in any material
respect.

          SECTION 2.19. Employees; Labor Relations. Except as disclosed in the
Disclosure Schedule, each of the employees of the Company and/or the
Subsidiaries


                                       13



has entered into an employment contract with the Company or the applicable
Subsidiary in the form made available to the Investors prior to the Closing.
Except as disclosed in the Disclosure Schedule, neither the Company nor any of
its Subsidiaries is a party to or bound by any other currently effective
employment contract, deferred compensation agreement, bonus plan, incentive
plan, profit sharing plan, retirement agreement or other employee compensation
agreement. As of the date hereof, except as disclosed in the Disclosure
Schedule, there are no disputes pending or, to the Knowledge of the Company,
threatened in writing between the Company or any Subsidiary and any trade union
or other representatives of its employees, except in each case for such disputes
as would not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.

          SECTION 2.20. Environmental Matters. As of the date hereof, except as
disclosed in the Disclosure Schedule:

          (a) Neither the Company nor any Subsidiary has received any written
communication since January 1, 2003 until the date hereof from any Governmental
or Regulatory Authority that alleges that the Company or any Subsidiary, as
applicable, is not in compliance with applicable Environmental Laws in any
material respect, except for any non-compliance that has been settled or
resolved.

          (b) To the Knowledge of the Company, neither the Company nor any
Subsidiary is in violation of or not in compliance with applicable Environmental
Laws in any material respect.

          (c) To the Knowledge of the Company, each of the Company and the
Subsidiaries has obtained or maintains all environmental, health and safety
permits and governmental authorizations necessary for the construction of its
facilities and the conduct of its operations as currently conducted, as
applicable (collectively, the "ENVIRONMENTAL PERMITS"), and all such
Environmental Permits are in good standing or, where applicable, a renewal
application or an application for any new operations has been timely filed and
is pending agency approval, and the Company and the Subsidiaries are in
compliance with all terms and conditions of such Environmental Permits. To the
Knowledge of the Company, neither the Company nor any Subsidiary has received
any notice from any Governmental Authority that it will revoke, cancel,
withdraw, terminate, suspend, not renew, or modify any such Environmental
Permits.

          (d) This Section 2.20 contains the sole and exclusive representations
and warranties of the Company with respect to environmental matters arising
under any Environmental Law.

          SECTION 2.21. Brokers. All negotiations relating to this Agreement and
the transactions contemplated hereby have been carried out by the Company
directly with the Investors without the intervention of any Person on behalf of
the Company in such manner as to give rise to any valid claim by any Person
against the


                                       14



Investor, the Company or any Subsidiary for a finder's fee, brokerage commission
or similar payment.

          SECTION 2.22. Related Party Transaction. Except as disclosed in the
Disclosure Schedule, no Founder, officer or director of the Company or any
Subsidiary or any Affiliate of any such person has any agreement with the
Company or any Subsidiary (except for employment contracts), understanding,
proposed transaction with, or is indebted to, any Company or Subsidiary, nor is
any Company or Subsidiary indebted (or committed to make loans or extend or
guarantee credit) to any of such persons (other than for accrued salaries,
reimbursable expenses or other standard employee benefits). Except as disclosed
in the Disclosure Schedule, no Founder, officer or director of the Holdco, the
Company or any Subsidiary has any direct or indirect ownership interest in (i)
any Person with which the Company or any Subsidiary is affiliated, (ii) any
Person with which the Company or any Subsidiary has a business relationship,
(iii) any Person that competes with the Company or any Subsidiary or (iv) any
Person which purchases from or sells, licenses or furnishes to the Company or
any Subsidiary any goods, property, intellectual or other property rights or
services. Except as disclosed in the Disclosure Schedule, there is no agreement
between any Founder, the Holdco and any other shareholder with respect to the
ownership or control of the Company or any Subsidiary.

          SECTION 2.23. Registration Rights. Except as provided in the
Disclosure Schedule, the Shareholders Agreement, the warrant, dated August 28,
2006, granted by the Company to TB Management Company Limited, the Warrants, and
any employee stock option plans to be adopted by the Company in contemplation of
the Qualified IPO, neither the Company nor any Subsidiary is under any
obligation to provide any rights to register under the U.S. Securities Act of
1933, as amended (the "SECURITIES ACT"), any of its presently outstanding
securities or any of its securities that may hereafter be issued or upon
exercise or conversion of its currently outstanding securities, including
piggyback rights, to any Person.

          SECTION 2.24. Disclosure. The information provided by the Warrantors
to the Investors as part of the due diligence process in connection with the
negotiation and execution of the Transaction Documents, taken as a whole, are
true and accurate in all material respects. The information contained in the
Transaction Documents and any other written certificates or instruments
delivered by the Warrantors in connection with the transactions contemplated
therein, taken as a whole, is true and accurate in all material respects.


                                       15



                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

          Unless otherwise specified herein, each Investor hereby, with respect
to such Investor, severally but not jointly represents and warrants to the
Company as follows:

          SECTION 3.01. Corporate Existence. Each Investor is an entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction in which it has been organized. Each Investor has full corporate
power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.

          SECTION 3.02. Authority. The execution and delivery by each Investor
of this Agreement, and the performance by such Investor of its obligations
hereunder, have been duly and validly authorized by all necessary action on the
part of such Investor, no other action on the part of such Investor or its
equity holders being necessary. This Agreement has been duly and validly
executed and delivered by each Investor and constitutes a legal, valid and
binding obligation of such Investor enforceable against such Investor in
accordance with its terms.

          SECTION 3.03. No Conflicts. The execution and delivery by each
Investor of this Agreement do not, and the performance by such Investor of its
obligations under this Agreement and the consummation of the transactions
contemplated hereby shall not:

          (a) conflict with or result in a violation or breach of any of the
terms, conditions or provisions of the corporate organizational documents of
such Investor;

          (b) conflict with or result in a violation or breach of any term or
provision of any Law or Order applicable to such Investor or any of its Assets
and Properties; or

          (c) (i) conflict with or result in a violation or breach of, (ii)
constitute (with or without notice or lapse of time or both) a default under,
(iii) require such Investor to obtain any consent, approval or action of, make
any filing with or give any notice to any Person as a result or under the terms
of, (iv) result in or give to any Person any right of termination, cancellation,
acceleration or modification in or with respect to, or (v) result in the
creation or imposition of any Lien upon such Investor or any of its Assets and
Properties under, any Contract or License to which such Investor is a party or
by which any of its Assets and Properties is bound.

          SECTION 3.04. Governmental Approvals and Filings. No consent, approval
or action of, filing with or notice to any Governmental or Regulatory Authority
on the part of any Investor is required in connection with the execution,
delivery and


                                       16



performance of this Agreement or the consummation of the transactions
contemplated hereby.

          SECTION 3.05. Legal Proceedings. There are no Actions or Proceedings
pending or, to the Knowledge of each Investor, threatened seeking to restrain,
enjoin or otherwise prohibit or make illegal the consummation of any of the
transactions contemplated by this Agreement.

          SECTION 3.06. Investment Purpose. Each Investor is acquiring the
Shares solely for the purpose of investment and not with a view to, or for offer
or sale in connection with, any distribution thereof.

          SECTION 3.07. Brokers. All negotiations relating to this Agreement and
the transactions contemplated hereby have been carried out by each Investor
directly with the Company without the intervention of any Person on behalf of
such Investor in such manner as to give rise to any valid claim by any Person
against the Company for a finder's fee, brokerage commission or similar payment.

          SECTION 3.08. Additional Representations. In addition to the
representations and warranties set forth in Sections 3.01 through 3.07 above,
each Investor who is a U.S. person (as such term is defined by Regulation S
under the Securities Act), with respect to such Investor, severally but not
jointly, makes the representations and warranties set forth in Appendix E
attached hereto.

                                   ARTICLE IV

                         COVENANTS AND OTHER AGREEMENTS

          SECTION 4.01. Covenants of the Warrantors. The Warrantors covenant and
agree with each Investor that, at all times from and after the date hereof until
the Closing, the Company shall comply and the Warrantors shall procure the
compliance by the Company and Tianwei Yingli with all covenants and provisions
of this Section 4.01, except to the extent the Lead Series B Shareholder may
otherwise consent in writing, which consent shall not be unreasonably withheld,
delayed or conditioned.

          (a) Regulatory and Other Approvals. The Warrantors shall, and shall
cause the Subsidiaries to, as promptly as reasonably practicable, (i) obtain all
consents, approvals or actions of, make all filings with and give all notices to
Governmental or Regulatory Authorities or any other Person required of the
Company or any Subsidiary to consummate the transactions contemplated in the
Transaction Documents, including without limitation those described in the
Disclosure Schedule and the filing under the SAFE Circular 75, which shall be
obtained no later than March 31, 2007, (ii) provide such other information and
communications to such Governmental or Regulatory Authorities or other Persons
as such Governmental or Regulatory Authorities or other Persons may reasonably
request in connection therewith and (iii) provide reasonable


                                       17



cooperation to the Investors in connection with the performance of its
obligations under Section 4.02. The Company shall provide prompt notification to
the Investors when any such consent, approval, action, filing or notice referred
to in clause (i) above is obtained, taken, made or given, denied, rejected or
disapproved, as applicable, and shall advise the Investors of any communications
(and, unless precluded by Law, provide copies of any such communications that
are in writing) with any Governmental or Regulatory Authority or other Person
regarding any of the transactions contemplated by the Transaction Documents.

          (b) Conduct of Business. The Company and each Subsidiary shall conduct
its business in the ordinary course consistent with past practice. Without
limiting the generality of the foregoing, between the date of this Agreement and
the Closing Date, the Company shall use, and the Warrantors shall cause each
Subsidiary to use their best efforts to (i) preserve intact the present business
organization and reputation of the Company and the Subsidiaries, respectively,
in all material respects, (ii) keep available (subject to dismissals and
retirements in the ordinary course of business) the services of the key officers
and employees of the Company and the Subsidiaries, respectively, (iii) maintain
the respective Assets and Properties of the Company and the Subsidiaries in
working order and condition consistent with past custom and practice, ordinary
wear and tear excepted, and (iv) maintain the goodwill of key customers,
suppliers and lenders and other Persons with whom the Company and any Subsidiary
otherwise has significant business relationships.

          (c) Fulfillment of Conditions. The Warrantors shall take all
commercially reasonable steps necessary or desirable and proceed diligently and
in good faith to satisfy each condition to the obligations of the Investors
contained in this Agreement and shall not take or fail to take any action that
would reasonably be expected to result in the non-fulfillment of any such
condition.

          (d) Delivery of Financial Statements. As promptly as practicable, but
no later than one hundred twenty (120) days, after the end of each of 2006 and
2007, the Company shall deliver to the Investors audited consolidated balance
sheets, income statements and statements of cash flow of the Company, in each
case prepared in accordance with US GAAP, provided that if such consolidated
financial statements of the Company are not available, the Company shall deliver
audited consolidated balance sheets, income statements and statements of cash
flow of Tianwei Yingli, in each case prepared in accordance with US GAAP.

          (e) Amended and Restated Articles of Association. The Warrantors shall
take all necessary steps to file or register the Company's Amended Articles in
the form reasonably satisfactory to the Lead Series B Shareholder with
applicable Governmental and Regulatory Authorities within five (5) Business Days
after the Closing.

          (f) Register of Members. Notwithstanding anything contrary herein, the
Warrantors shall, on the Business Day immediately following the Closing Date,
deliver a copy of its registers of the members, directors, officers and holders
of warrants


                                       18



of the Company, certified by the Chief Executive Officer as true, complete,
accurate and as in effect immediately after the Closing. The register of members
and register of directors delivered under this Section 4.01(f) shall reflect the
issuance of the Shares pursuant to this Agreement and the election of the Series
B Nominee (as defined in the Shareholders Agreement), respectively.

          SECTION 4.02. Covenants of the Investors. Unless otherwise specified
herein, each Investor, with respect to such Investor, covenants and agrees with
the Company that, at all times from and after the date hereof until the Closing,
such Investor shall comply with all covenants and provisions of this Section
4.02, except to the extent the Company may otherwise consent in writing, which
consent shall not be unreasonably withheld, delayed or conditioned.

          (a) Regulatory and Other Approvals. Each Investor shall as promptly as
practicable (i) take all commercially reasonable steps necessary or desirable to
obtain all applicable consents, approvals or actions of, make all filings with
and give all notices to Governmental or Regulatory Authorities or any other
Person required of such Investor to consummate the transactions contemplated
hereby, (ii) provide such other information and communications to such
Governmental or Regulatory Authorities or other Persons as such Governmental or
Regulatory Authorities or other Persons may reasonably request in connection
therewith and (iii) provide reasonable cooperation to the Company in connection
with the performance of its obligations under this Section 4.02. Each Investor
shall provide prompt notification to the Company when any such consent,
approval, action, filing or notice referred to in clause (i) above is obtained,
taken, made or given, as applicable, and shall advise the Company of any
communications (and, unless precluded by Law, provide copies of any such
communications that are in writing) with any Governmental or Regulatory
Authority or other Person regarding any of the transactions contemplated by this
Agreement.

          (b) Fulfillment of Conditions. Each Investor shall take all
commercially reasonable steps necessary or desirable and proceed diligently and
in good faith to satisfy each condition to the obligations of the Company
contained in this Agreement and shall not take or fail to take any action that
would reasonably be expected to result in the non-fulfillment of any such
condition.

          SECTION 4.03. Mutual Covenants. Each party hereto covenants and agrees
with the other party that, at all times from and after the date hereof until the
Closing, such party shall comply with all covenants and provisions of this
Section 4.03, except to the extent each other party may otherwise consent in
writing, which consent shall not be unreasonably withheld, delayed or
conditioned.

          (a) Confidentiality. Each party hereto shall hold, and shall cause its
representatives to hold, in confidence this Agreement, the Transaction
Documents, all documents and information furnished to it by or on behalf of the
other parties in connection with the transactions contemplated hereby and shall
continue to be bound the


                                       19



terms of the confidentiality agreement with the Company respectively entered by
each Investor, the terms of which are incorporated herein by reference.

          (b) Publicity. No party hereto shall make any announcement regarding
this Agreement or the transactions contemplated hereby without the prior written
consent of the other parties, except as may be required pursuant to applicable
Law and except pursuant to Section 10.04.

                                    ARTICLE V

                              CONDITIONS TO CLOSING

          SECTION 5.01. Conditions to Each Party's Obligations. The obligation
of any of the parties hereto to consummate the transactions contemplated by this
Agreement is subject to the fulfillment, at or before the Closing, of each of
the following conditions (all or any of which may be waived in whole or in part
by the Company and the Lead Series B Shareholder):

          (a) Orders and Laws. There shall not be in effect on the Closing Date
any Order or Law restraining, enjoining or otherwise prohibiting or making
illegal the consummation of any of the transactions contemplated by this
Agreement.

          SECTION 5.02. Conditions to Obligations of the Investor. The
obligation of each Investor to purchase Shares at the Closing pursuant to this
Agreement is subject to the fulfillment, at or before the Closing, of each of
the following conditions (all or any of which may be waived in whole or in part
by such Investor in its sole discretion):

          (a) Representations and Warranties. The representations and warranties
made by the Warrantors in this Agreement shall be true and correct in all
material respects on and as of the Closing Date as though made on and as of the
Closing Date (or, in the case of representations and warranties made as of a
specified date earlier than the Closing Date, on and as of such earlier date).

          (b) Performance. The Warrantors shall have performed and complied
with, in all material respects, the agreements, covenants and obligations
required by this Agreement to be so performed or complied with by the Warrantors
at or before the Closing.

          (c) No Material Change. Since June 30, 2006, there shall not have
occurred any change, event or condition that, individually or taken as a whole,
has, or that could reasonably be expected to have a Material Adverse Effect.

          (d) Officer's Certificate. The Company's chief executive officer shall
deliver to the Investors at the Closing a certificate (i) certifying that the
conditions specified in Sections 5.02(a), 5.02(b), 5.02(c) and 5.02(j) have been
fulfilled; and (ii)


                                       20



attaching a copy of the Amended Articles which shall be effective upon the
Closing.

          (e) Transaction Documents. Except for the Amended Articles, the JV
Contract Amendment and the JV Article Amendment, each party to each Transaction
Document shall have duly executed and delivered each of the Transaction
Documents to which it is a party, which shall each be substantially similar to
the respective forms attached hereto as exhibits.

          (f) Memorandum and Articles of Association. The Amended Articles,
which shall be substantially in the form attached hereto as Exhibit C and be
effective upon the Closing, shall have been duly adopted by all necessary
actions of the board of directors and shareholders of the Company.

          (g) Opinion of Counsel. The Investors shall have received as of the
Closing Date the opinions of each of Conyers Dill & Pearman, Cayman Islands
counsel to the Company, and Fangda Partners, the PRC counsel to the Company,
both dated as of the Closing Date, to the reasonable satisfaction of the
Investors.

          (h) Issuance of New Shares. Prior to the Closing, the Company shall
not, and the Warrantors shall procure the Company not to, have issued or
authorized the issuance of any Ordinary Shares or Series B Preferred Shares
other than as set forth in Section 2.04 hereof.

          (i) Series B Directors. All necessary actions shall have been taken to
appoint a representative of the holders of the Series B Preferred Shares to each
of the board of directors of the Company and Tianwei Yingli, and to each
committee of the board of the Company, effective as of the Closing Date.

          (j) Confidential Submission. The Company shall have submitted to the
United States Securities and Exchange Commission on a confidential basis a draft
registration statement on Form F-1 in connection with the initial public
offering of the Company's equity securities on the New York Stock Exchange as
lead-managed, as of the date of such submission, by the underwriters identified
in the copy of the draft registration statement on Form F-1 provided to the Lead
Series B Shareholder on November 18, 2006.

          (k) Warrant Side Letter. The Company, the Holdco, the Founder and the
Lead Series B Shareholder shall have entered into a side letter relating, among
others, to the issuance of certain warrants substantially in the form attached
hereto as Exhibit D (the "WARRANT SIDE LETTER") or as otherwise agreed by the
Lead Series B Shareholder.

          (l) Funding of the CB Proceeds. At least US$62,000,000 of the proceeds
from the issuance of that certain US$85,000,000 Bonds due 2008 issued by the
Company under the Trustee Deed, dated November 13, 2006, between the Company and
DB Trustees (Hong Kong) Limited, shall have been funded by the Company into
Tianwei Yingli in the form of registered capital to increase the percentage of
the Company's


                                       21



equity ownership in Tianwei Yingli to at least 62.13%, as evidenced by a capital
verification report issued by a PRC certified public accountant and an updated
business license of Tianwei Yingli to such effect.

          SECTION 5.03. Conditions to Obligations of the Company. The obligation
of the Company to consummate the transactions contemplated by this Agreement is
subject to the fulfillment, at or before the Closing, of each of the following
conditions (all or any of which may be waived in whole or in part by the Company
in its sole discretion); provided that the failure to fulfill any of such
conditions by an Investor other than the Lead Series B Shareholder shall not
affect the ability of the Lead Series B Shareholder to consummate the
transactions contemplated by this Agreement with respect to the Lead Series B
Shareholder.

          (a) Representations and Warranties. The representations and warranties
made by each Investor in this Agreement, taken as a whole, shall be true and
correct in all material respects on and as of the Closing Date as though made on
and as of the Closing Date.

          (b) Performance. Each Investor shall have performed and complied with,
in all material respects, the agreements, covenants and obligations required by
this Agreement to be so performed or complied with by such Investor at or before
the Closing.

                                   ARTICLE VI

                       SURVIVAL; NO OTHER REPRESENTATIONS

          SECTION 6.01. Survival of Representations and Warranties. The
representations and warranties of the Company contained in Article II and in the
Disclosure Schedule shall survive only until the first anniversary of the
Closing, except that any representation or warranty that would otherwise
terminate in accordance with this sentence shall continue to survive if a Claim
Notice or Indemnity Notice (as applicable) shall have been timely given in good
faith based on facts reasonably expected to establish a valid claim under
Article VII on or prior to such termination date, until the related claim for
indemnification has been satisfied or otherwise resolved as provided in Article
VII.

          SECTION 6.02. No Other Representations. Except those representations
and warranties contained in Article II as qualified by the Disclosure Schedule,
it is the explicit intent of each party hereto that the Company is making no
representation or warranty whatsoever, express or implied, at law or in equity,
whether under contract, tort or other applicable law, in respect of the
Business, the Company or any Subsidiary, or any of their respective Assets and
Properties, Liabilities or operations. In addition, the Company makes no
representation or warranty to the Investors with respect to any financial
projection or forecast relating to the Business or Condition of the Company
provided by or on behalf of the Company to the Investors or any of their


                                       22



Affiliates or Representatives, provided, that, such financial projection or
forecast were prepared in good faith. With respect to any projection or forecast
with respect to the Company and the Subsidiaries or the Business delivered by or
on behalf of the Company to the Investors or any of their Affiliates or
Representatives, each Investor acknowledges that (a) there are uncertainties
inherent in attempting to make such projections and forecasts, (b) it is
familiar with such uncertainties, (c) it is taking full responsibility for
making its own evaluation of the adequacy and accuracy of all such projections
and forecasts furnished to it and (d) it shall have no claim against the Company
or any of their Affiliates or Representatives with respect thereto, except where
it is determined that such projection or forecast were not prepared in good
faith.

                                   ARTICLE VII

                                 INDEMNIFICATION

          SECTION 7.01. Indemnification.

          (a) Following the Closing, subject to paragraphs (c) and (d) of this
Section, Section 7.03 and the other Sections of this Article VII, the Warrantors
shall jointly and severally indemnify each Investor in respect of, and hold it
harmless from and against, any and all Losses suffered, incurred or sustained by
it or to which it becomes subject, resulting from, arising out of or relating to
any breach of representation or warranty or non-fulfillment of or failure to
perform any covenant or agreement on the part of the Warrantors made in this
Agreement.

          (b) Notwithstanding anything to the contrary contained in this
Agreement, no amounts of indemnity shall be payable by the Warrantors as a
result of any Losses arising under paragraph (a) of this Section 7.01:

               (i) with respect to any claim, unless and until the aggregate
amount of Losses suffered cumulatively by any and all Investors exceeds US$2
million, in which case each Investor shall be entitled to indemnification of the
entire amount of Losses suffered by it subject to the terms and conditions of
Section 7.01;

               (ii) with respect to any Investor, to the extent it arises from
or was caused by actions taken by such Investor or any of its Affiliates; or

               (iii) with respect to any Investor, to the extent that such
Investor had been compensated for such Loss.

          (c) Notwithstanding anything to the contrary contained in this
Agreement, the Warrantors shall, in no circumstance, be obligated hereunder to
indemnify any Investor in respect of any and all Losses in the aggregate in an
amount in excess of the sum of (i) the Purchase Price paid by such Investor and
(ii) an amount representing 12% of the Purchase Price paid by such Investor, as
computed on an annualized basis.


                                       23



          (d) Notwithstanding anything to the contrary contained in this
Agreement, this Article VII shall survive any termination of this Agreement.

          SECTION 7.02. Method of Asserting Claims. All claims for
indemnification by any Indemnified Party under Section 7.01 must be asserted and
resolved as follows:

          (a) In the event any claim or demand in respect of which an
Indemnified Party might seek indemnity under Section 7.01 is asserted against or
sought to be collected from such Indemnified Party by a Person other than the
Warrantors or any of their respective Affiliates (a "THIRD PARTY CLAIM"), the
Indemnified Party shall deliver a Claim Notice with reasonable promptness to the
Indemnifying Party. The Indemnifying Party shall notify the Indemnified Party as
soon as practicable within the Dispute Period whether the Indemnifying Party
disputes its liability to the Indemnified Party under Section 7.01 and whether
the Indemnifying Party desires, at its sole cost and expense, to defend the
Indemnified Party against such Third Party Claim.

               (i) If the Indemnifying Party notifies the Indemnified Party
within the Dispute Period that the Indemnifying Party desires to defend the
Indemnified Party with respect to the Third Party Claim pursuant to this Section
7.02(a), then the Indemnifying Party shall have the right to defend, at the sole
cost and expense of the Indemnifying Party, such Third Party Claim by all
appropriate proceedings, which proceedings shall be vigorously and diligently
prosecuted by the Indemnifying Party to a final conclusion or shall be settled
at the discretion of the Indemnifying Party (but only with the consent of the
Indemnified Party, which consent shall not be unreasonably withheld or delayed
in the case of any settlement that provides for any relief other than the
payment of monetary damages as to which the Indemnified Party shall be
indemnified in full). The Indemnifying Party shall have full control of such
defense and proceedings, including (except as provided in the immediately
preceding sentence) any settlement thereof, except that:

                    (x) the Indemnified Party may, at the sole cost and expense
of the Indemnified Party, at any time prior to the Indemnifying Party's delivery
of the notice referred to in the first sentence of this clause (i), file any
motion, answer or other pleadings or take any other action that the Indemnified
Party reasonably believes to be necessary or appropriate to protect its
interests and not prejudicial to the Indemnifying Party (it being understood and
agreed that, except as provided in clause (ii) below, if an Indemnified Party
takes any such action that is prejudicial and causes a final adjudication that
is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved
of its obligations hereunder with respect to the portion of such Third Party
Claim prejudiced by the Indemnified Party's action); and

                    (y) if requested by the Indemnifying Party, the Indemnified
Party shall, at the sole cost and expense of the Indemnifying Party, cooperate
with the Indemnifying Party and its counsel in contesting any Third Party Claim
that the


                                       24



Indemnifying Party elects to contest, or, if appropriate and related to the
Third Party Claim in question, in making any counterclaim against the Person
asserting the Third Party Claim, or any cross-complaint against any Person
(other than the Indemnified Party or any of its Affiliates).

                         The Indemnified Party may retain separate counsel to
represent it in, but not control, any defense or settlement of any Third Party
Claim controlled by the Indemnifying Party pursuant to this clause (i), and the
Indemnified Party shall bear its own costs and expenses with respect to such
separate counsel except as provided in the preceding sentence. Notwithstanding
the foregoing, the Indemnified Party may retain or take over the control of the
defense or settlement of any Third Party Claim the defense of which the
Indemnifying Party has elected to control if the Indemnified Party irrevocably
waives its right to indemnity under Section 7.01 with respect to such Third
Party Claim.

               (ii) If the Indemnifying Party fails to notify the Indemnified
Party within the Dispute Period that the Indemnifying Party desires to defend
the Third Party Claim pursuant to this Section 7.02(a), then the Indemnified
Party shall have the right to defend, at the sole cost and expense of the
Indemnifying Party, the Third Party Claim by all appropriate proceedings, which
proceedings shall be vigorously and diligently prosecuted by the Indemnified
Party to a final conclusion or shall be settled at the discretion of the
Indemnified Party (with the consent of the Indemnifying Party, which consent
shall not be unreasonably withheld or delayed). The Indemnified Party shall have
full control of such defense and proceedings, including (except as provided in
the immediately preceding sentence) any settlement thereof; provided, however,
that:

                    (x) if requested by the Indemnified Party, the Indemnifying
Party shall, at the sole cost and expense of the Indemnifying Party, cooperate
with the Indemnified Party and its counsel in contesting any Third Party Claim
which the Indemnified Party is contesting, or, if appropriate and related to the
Third Party Claim in question, in making any counterclaim against the Person
asserting the Third Party Claim, or any cross-complaint against any Person
(other than the Indemnifying Party or any of its Affiliates);

                    (y) notwithstanding the foregoing provisions of this clause
(ii), if the Indemnifying Party has notified the Indemnified Party within the
Dispute Period that the Indemnifying Party disputes its liability hereunder to
the Indemnified Party with respect to such Third Party Claim and if such dispute
is resolved in favor of the Indemnifying Party in the manner provided in clause
(iii) below, the Indemnifying Party shall not be required to bear the costs and
expenses of the Indemnified Party's defense pursuant to this clause (ii) or of
the Indemnifying Party's participation therein at the Indemnified Party's
request, and the Indemnified Party shall reimburse the Indemnifying Party in
full for all reasonable costs and expenses incurred by the Indemnifying Party in
connection with such litigation; and


                                       25



                    (z) the Indemnifying Party may retain separate counsel to
represent it in, but not control, any defense or settlement controlled by the
Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall
bear its own costs and expenses with respect to such participation.

               (iii) If the Indemnifying Party notifies the Indemnified Party
that it does not dispute its liability to the Indemnified Party with respect to
the Third Party Claim under Section 7.01 or fails to notify the Indemnified
Party within the Dispute Period whether the Indemnifying Party disputes its
liability to the Indemnified Party with respect to such Third Party Claim, the
Loss arising from such Third Party Claim shall, subject to the provisions of
Section 7.01(c), be conclusively deemed a liability of the Indemnifying Party
under Section 7.01 and the Indemnifying Party shall, subject to the provisions
of Section 7.01(c), pay the amount of such Loss to the Indemnified Party on
demand following the final determination thereof. If the Indemnifying Party has
timely disputed its liability with respect to such claim, the Indemnifying Party
and the Indemnified Party shall proceed in good faith to negotiate a resolution
of such dispute and, if not resolved through negotiations, such dispute shall be
resolved in accordance with the dispute resolution provisions in Section 10.10.

          (b) In the event of a claim by any Indemnified Party under Section
7.01 against any Indemnifying Party that does not involve a Third Party Claim,
the Indemnified Party shall deliver an Indemnity Notice with reasonable
promptness to the Indemnifying Party. If the Indemnifying Party notifies the
Indemnified Party that it does not dispute the claim described in such Indemnity
Notice or fails to notify the Indemnified Party within the Dispute Period
whether the Indemnifying Party disputes the claim described in such Indemnity
Notice, the Loss arising from the claim specified in such Indemnity Notice
shall, subject to the provisions of Section 7.01(c), be conclusively deemed a
liability of the Indemnifying Party under Section 7.01 and the Indemnifying
Party shall, subject to the provisions of Section 7.01(c), pay the amount of
such Loss to the Indemnified Party on demand following the final determination
thereof. If the Indemnifying Party has timely disputed its liability with
respect to such claim, the Indemnifying Party and the Indemnified Party shall
proceed in good faith to negotiate a resolution of such dispute, and if not
resolved through negotiations, such dispute shall be resolved in accordance with
the dispute resolution provisions in Section 10.10.

          SECTION 7.03. Exclusivity. After the Closing, except in the event of
fraud or willful breach of representations, warranties or covenants herein, the
indemnities set forth in this Article VII shall be the sole and exclusive
remedies of each Investor and its respective officers, directors, employees,
agents and Affiliates for any breach of representation or warranty or
nonfulfillment of or failure to perform any covenant or agreement made in this
Agreement, and the parties shall not be entitled to a rescission of this
Agreement or to any further indemnification rights or claims of any nature
whatsoever in respect thereof, all of which the parties hereto hereby waive. No
Person who was an officer, director or stockholder of the Company or any of the
Subsidiaries prior to the Closing or any of their respective Affiliates shall
have any liability to make any payment in respect of any breach of any
representation or warranty


                                       26



or non-performance of any covenant or agreement made in this Agreement, except
for the Company's indemnification obligations under this Article VII.

          SECTION 7.04. No Consequential Damages. Anything herein to the
contrary notwithstanding, no party shall be liable under this Agreement or with
respect to the transactions contemplated hereby for any consequential,
exemplary, punitive, special, indirect or incidental damages, including loss of
profits or revenue or any multiple of damages.

          SECTION 7.05. Limitation of Liability. No recourse shall be had for
any claim based on or otherwise in respect of this Agreement or the transactions
contemplated hereby against any Person other than the Warrantors or the
Investors.

                                  ARTICLE VIII

                                   TERMINATION

          SECTION 8.01. Termination. This Agreement may be terminated, and the
transactions contemplated hereby may be abandoned:

          (a) at any time before the Closing, by mutual written agreement of the
Company and the Investors; or

          (b) after the Closing by the Lead Series B Investor in the event the
Conditions Subsequent shall have not been satisfied or waived by March 31, 2007;

          SECTION 8.02. Effect of Termination. (a) Subject to paragraph (b)
below, if this Agreement is validly terminated pursuant to Section 8.01, this
Agreement shall forthwith become null and void, and there shall be no liability
or obligation on the part of the Company or any Investor (or any of their
respective officers, directors, employees, agents or other Representatives or
Affiliates) under this Agreement or in connection with the transactions
contemplated hereby, except that such termination shall not relieve any
breaching party from liability hereunder from willful breach of any
representation or warranty contained herein or any breach of any covenant or
agreement contained herein.

          (b) If this Agreement is validly terminated pursuant to Section
8.01(b), within five (5) Business Days after receipt of such written request
from the Lead Series B Investor, the Escrow Agent shall (i) release the Escrow
Amount (together with any accrued interest paid thereon by the Escrow Agent) to
the bank accounts designated by the Lead Series B Investor in writing and (ii)
return the Escrow Share Certificates to the Company. Immediately upon the return
by the Escrow Agent of the Escrow Amount (together with any accrued interest
paid by the Escrow Agent) to each Investor, such Investor shall no longer be a
shareholder of the Company with respect to the Escrow Shares and shall not have
any rights, interests or claims with respect to the Company as a shareholder of
the Company with respect to the Escrow Shares.


                                       27



                                   ARTICLE IX

                                   DEFINITIONS

          SECTION 9.01. Defined Terms. As used in this Agreement, the following
defined terms have the meanings indicated below:

          "ACTIONS OR PROCEEDINGS" means any action, suit, proceeding,
arbitration or Governmental or Regulatory Authority investigation.

          "ACTUAL ANNUAL FINANCIAL STATEMENTS" has the meaning ascribed to it in
Section 2.09(a).

          "ACTUAL INTERIM FINANCIAL STATEMENTS" has the meaning ascribed to it
in Section 2.09(a).

          "ADVANCE PAYMENT" means, with respect to each Advance Payment
Investor, such amount of advance payment made by such Advance Payment Investor
to the Company pursuant to the Advance Payment Agreement between such Advance
Payment Investor and the Company, to the extent that such advance payment equals
the purchase price of the Series B Preferred Shares allocated by the Company to
such Advance Payment Investor as indicated as the Purchase Price set forth
opposite such Advance Payment Investor's name on Schedule 1.

          "ADVANCE PAYMENT INVESTORS" means Modern Peakview Limited, KWR
International Ltd., and DBS Nominees (Private) Limited.

          "ADVANCE PAYMENT SHARES" has the meaning ascribed to it in Section
1.04(c).

          "ADVANCE PAYMENT SHARE CERTIFICATES" has the meaning ascribed to it in
Section 1.04(c).

          "AFFILIATE" means any Person that directly, or indirectly through one
or more intermediaries, controls or is controlled by or is under common control
with the Person specified. For purposes of this definition, control of a Person
means the power, direct or indirect, to direct or cause the direction of the
management and policies of such Person whether by Contract or otherwise and, in
any event and without limitation of the previous sentence, any Person owning
fifty percent (50%) or more of the voting securities of another Person shall be
deemed to control that Person.

          "AGREEMENT" means this Series B Preferred Share Purchase Agreement,
the Disclosure Schedule, the exhibits and annexes attached hereto.

          "AMENDED ARTICLES" means the Second Amended and Restated Memorandum
and Articles of Association of the Company.


                                       28



          "ASSETS AND PROPERTIES" of any Person means all assets and properties
of every kind, nature, character and description (whether real, personal or
mixed, whether tangible or intangible, and wherever situated), including the
goodwill related thereto, operated, owned or leased by such Person.

          "BOOKS AND RECORDS" means all files, documents, instruments, papers,
books and records relating to the Business or Condition of the Company,
including without limitation financial statements, Tax returns and related work
papers and letters from accountants, budgets, pricing guidelines, ledgers,
journals, deeds, title policies, minute books, stock certificates and books,
stock transfer ledgers, Contracts, Licenses, operating data and plans.

          "BUSINESS" means the design, manufacture, sales, assembly,
installation and servicing of photovoltaic products engaged in by the Company,
directly or indirectly through the Subsidiaries.

          "BUSINESS DAY" means a day other than Saturday, Sunday or any day on
which banks located in Hong Kong are authorized or obligated to close.

          "BUSINESS OR CONDITION OF THE COMPANY" means the business, financial
condition or results of operations of the Company and the Subsidiaries taken as
a whole.

          "CLAIM NOTICE" means written notification pursuant to Section 7.02(a)
of a Third Party Claim as to which indemnity under Section 7.01 is sought by an
Indemnified Party, enclosing a copy of all papers served, if any, and specifying
the nature of and basis for such Third Party Claim and for the Indemnified
Party's claim against the Indemnifying Party under Section 7.01, together with
the amount or, if not then reasonably determinable, the estimated amount,
determined in good faith, of the Loss arising from such Third Party Claim.

          "CLOSING" means the closing of the transactions contemplated by
Article I.

          "CLOSING DATE" has the meaning ascribed to it in Section 1.02.

          "COMPANY" has the meaning ascribed to it in the preamble of this
Agreement.

          "COMPANY INTELLECTUAL PROPERTY" has the meaning ascribed to it in
Section 2.16.

          "CONDITIONS SUBSEQUENT" has the meaning ascribed to it in Section
1.06(c).

          "CONTRACT" means any agreement, lease, license, evidence of
Indebtedness, mortgage, indenture, security agreement or other contract.


                                       29



          "DISCLOSURE SCHEDULE" means the records delivered to the Investors on
behalf of the Company herewith and dated as of the date hereof, containing all
lists, exceptions and other information and materials as may be provided or deem
to be provided pursuant to this Agreement.

          "DISPUTE PERIOD" means the period ending twenty (20) days following
receipt by an Indemnifying Party of either a Claim Notice or an Indemnity
Notice.

          "ENVIRONMENTAL PERMITS" has the meaning ascribed to it in Section
2.20(c).

          "ENVIRONMENTAL LAWS" means all Laws of any jurisdiction in which the
Company or any Subsidiary conducts business or operations relating to pollution
and the environment generally.

          "ESCROW AGENT" has the meaning ascribed to it in Section 1.06(a).

          "ESCROW AGREEMENT" has the meaning ascribed to it in Section 1.06(a).

          "ESCROW AMOUNT" has the meaning ascribed to it in Section 1.03(b).

          "ESCROW SHARES" has the meaning ascribed to it in Section 1.04(b).

          "ESCROW SHARE CERTIFICATES" has the meaning ascribed to it in Section
1.04(b).

          "FINANCIAL STATEMENTS" means the drafts of the unaudited consolidated
balance sheets, income statements and statements of cash flow of Tianwei Yingli
for the years ended on December 31, 2004 and 2005 and for the six months ended
June 30, 2006, in each case, prepared in accordance with US GAAP and included in
the Disclosure Schedule.

          "FOUNDER" has the meaning ascribed to it in the Preamble.

          "GOVERNMENTAL OR REGULATORY AUTHORITY" means any applicable court,
tribunal, arbitrator, authority, agency, commission, official or other
instrumentality of any jurisdiction in which a Person conducts business or
operations.

          "HOLDCO" has the meaning ascribed to it in the Preamble.

          "ICC" has the meaning ascribed to it in Section 10.10(b).

          "INDEBTEDNESS" of any Person means all obligations of such Person (i)
for borrowed money, (ii) evidenced by notes, bonds, debentures or similar
instruments, (iii)


                                       30



under capital leases and (iv) in the nature of guarantees of the obligations
described in clauses (i) through (iii) above of any other Person.

          "INDEMNIFIED PARTY" means any Person claiming indemnification under
any provision of Article VII.

          "INDEMNIFYING PARTY" means any Person against whom a claim for
indemnification is being asserted under any provision of Article VII.

          "INDEMNITY NOTICE" means written notification pursuant to Section
7.02(b) of a claim for indemnity under Article VII, specifying the nature of and
basis for such claim, together with the amount or, if not then reasonably
determinable, the estimated amount, determined in good faith, of the Loss
arising from such claim.

          "INTELLECTUAL PROPERTY" of any Person means all patents and patent
rights, trademarks and trademark rights, trade names and trade name rights,
service marks and service mark rights, service names and service name rights,
brand names, domain names, inventions, copyrights and copyright rights, know-how
and all pending applications for and registrations of patents, trademarks,
service marks and copyrights.

          "INVESTMENT ASSETS" of any Person means all debentures, notes and
other evidences of Indebtedness, stocks, securities (including rights to
purchase and securities convertible into or exchangeable for other securities),
interests in joint ventures and general and limited partnerships, mortgage loans
and other investment or portfolio assets owned of record or beneficially by such
Person (other than trade receivables generated in the ordinary course of
business of such Person).

          "INVESTOR" has the meaning ascribed to it in the preamble of this
Agreement.

          "JOINT VENTURE CONTRACT" has the meaning ascribed to it in Section
1.05(c) of this Agreement.

          "JV ARTICLE AMENDMENT" has the meaning ascribed to it in Section
1.06(c) of this Agreement.

          "JV CONTRACT AMENDMENT" has the meaning ascribed to it in Section
1.06(c) of this Agreement.

          "KNOWLEDGE" means, with respect to any matter in question, a party's
actual knowledge after due and diligent inquiries of officers, directors and
other employees of such party reasonably believed to have knowledge of the
matter in question. Any such individual will be deemed to have Knowledge of a
particular fact, circumstance, event or other matter if (i) such individual has
actual knowledge of such fact, circumstance, event or other matter; or (ii) such
fact, circumstance, event or other


                                       31



matter is reflected in one or more documents in, or that have been in, such
individual's possession, including personal files of such person.

          "LAWS" means, with respect to a Person, all laws, statutes, rules,
regulations, ordinances and other pronouncements having the effect of law of any
jurisdiction in which such Person conducts business or operations or of any
Governmental or Regulatory Authority.

          "LEAD SERIES B SHAREHOLDER" has the meaning ascribed to it in the
Shareholders Agreement.

          "LIABILITIES" means all Indebtedness, obligations and other
liabilities of a Person (whether absolute, accrued, contingent, fixed or
otherwise, or whether due or to become due).

          "LICENSES" means all licenses, permits, certificates of authority,
authorizations, approvals, registrations, franchises and similar consents
granted or issued by any Governmental or Regulatory Authority.

          "LIENS" means any mortgage, pledge, assessment, security interest,
lease, lien, levy, charge or other encumbrance of any kind, or any conditional
sale Contract, title retention Contract or other Contract to give any of the
foregoing.

          "LOSS" means any and all damages, fines, penalties, deficiencies,
losses and expenses (including without limitation interest, court costs,
reasonable fees of attorneys, accountants and other experts or other reasonable
expenses of litigation or other proceedings or of any claim, default or
assessment).

          "M&A REGULATIONS" means the Regulations on Acquisition of Domestic
Enterprises by Foreign Investors promulgated by the Ministry of Commerce and
other Governmental or Regulatory Authorities of the PRC on August 8, 2006 and
effective as of September 8, 2006.

          "MATERIAL ADVERSE EFFECT" means an effect of any change, circumstance,
condition, development, effect, event, occurrence or state of facts that,
individually or in the aggregate, is or has been, or would reasonably be
expected to be, materially adverse to the Business or Condition of the Company,
other than an effect of any change, circumstance, condition, development,
effect, event, occurrence or state of facts relating to (i) economic or industry
conditions generally, (ii) any change in Laws or regulatory conditions directly
and specifically affecting any segment of the energy industry, (iii) any change
in political conditions, including any acts of war or terrorist activities,
directly affecting any segment of the energy industry, (iii) any change in US
GAAP, or (iv) any adverse change, effect, event, occurrence, state of facts or
development arising from or relating to compliance with the terms of this
Agreement, or action taken, or failed to be taken, to which the Investors have
consented in writing.


                                       32



          "MATERIAL CONTRACT" has the meaning ascribed to it in Section 2.17.

          "OPTION" with respect to any Person means any security, right,
subscription, warrant, option, "phantom" stock right or other Contract that
gives the right to (i) purchase or otherwise receive or be issued any shares of
capital stock of such Person or any security of any kind convertible into or
exchangeable or exercisable for any shares of capital stock of such Person or
(ii) receive or exercise any benefits or rights similar to any rights enjoyed by
or accruing to the holder of shares of capital stock of such Person, including
any rights to participate in the equity or income of such Person or to
participate in or direct the election of any directors or officers of such
Person or the manner in which any shares of capital stock of such Person are
voted.

          "ORDER" means any writ, judgment, decree, injunction or similar order
of any Governmental or Regulatory Authority (in each such case whether
preliminary or final).

          "ORDINARY SHARES" has the meaning ascribed to it in Section 2.04.

          "PERMITTED LIEN" means (i) statutory Liens for current Taxes not yet
due and payable or Taxes being contested in good faith through appropriate
proceedings, (ii) mechanics', carriers', workers', repairers' and other similar
Liens imposed by Law arising or incurred in the ordinary course of business for
obligations not yet due, (iii) in the case of leases of vehicles and other
personal property, Liens which do not, individually or in the aggregate,
materially impair the use of such leased equipment or other personal property,
(iv) Liens incidental to the operation of the Business or the ownership by the
Company or any Subsidiary of any of their Assets and Properties which were not
incurred in connection with the borrowing of money or the advance of credit and
which do not materially detract from the value of the assets encumbered thereby
or materially interfere with the use thereof, (v) in the case of Licenses or
other rights to use the Company Intellectual Property, Liens or other
restrictions arising from the terms thereof, and (vi) Liens on leases of real
property arising from the provisions of such leases, including, in relation to
leased real property, any agreements and/or conditions imposed by Laws on the
issuance of land use permits, zoning, business licenses, use permits or other
entitlements of various types issued by any Governmental or Regulatory
Authority, necessary or beneficial to the continued use and occupancy of the
Assets and Properties of the Company or any Subsidiary.

          "PERSON" means any natural person, corporation, limited liability
company, general partnership, limited partnership, proprietorship, other
business organization, trust, union, association or Governmental or Regulatory
Authority.

          "PRO RATA EXPENSE" means, with respect to each Investor other than the
Lead Series B Shareholder, the proportionate amount of costs and expenses
incurred by the Lead Series B Shareholder, which is borne by such Investor
pursuant to Section 10.03 hereof, which amount will be set forth in a written
notice provided by the Lead Series B


                                       33



Shareholder to such Investor and the Company at least three (3) Business Days
prior to the Closing.

          "PROCEEDS" has the meaning ascribed to it in Section 1.05.

          "PRC" means the People's Republic of China and, for the purpose of
this Agreement, excluding Hong Kong Special Administrative Region, Macau Special
Administrative Region and Taiwan.

          "PURCHASE PRICE" has the meaning ascribed to it in Section 1.03.

          "QUALIFIED IPO" has the meaning ascribed to it in the Shareholders
Agreement.

          "RELEASED AMOUNT" has the meaning ascribed to it in Section 1.03(a)
hereof.

          "RELEASED SHARES" has the meaning ascribed to it in Section 1.04(a).

          "RELEASED SHARE CERTIFICATES" has the meaning ascribed to it in
Section 1.04(a).

          "REPRESENTATIVES" means, with respect to any Person, such Person's
counsel, accountants, financial advisors, consultants and other representatives.

          "SAFE CIRCULAR 75" means the Circular on Issues Relating to Foreign
Exchange Administration of Financings and Return Investments by Onshore
Residents Utilizing Offshore Special Purpose Companies (Hui Fa (2005) No. 75)
issued by the State Administration of Foreign Exchange of the PRC on October 21,
2005.

          "SECURITIES ACT" has the meaning ascribed to it in Section 2.23.

          "SERIES B PREFERRED SHARES" has the meaning ascribed to it in the
preamble of this Agreement.

          "SHARES" has the meaning ascribed to it in Section 1.01.

          "SHARE CERTIFICATES" means, collectively, the Released Share
Certificates, the Escrow Share Certificates and the Advance Payment Share
Certificates.

          "SHAREHOLDER LOAN" has the meaning ascribed to it in Section 1.05.

          "SHAREHOLDERS AGREEMENT" means the Amended and Restated Shareholders
Agreement substantially in the form attached hereto as Exhibit B.


                                       34



          "SUBSIDIARY" means any Person (i) in which the Company, directly or
indirectly, beneficially owns more than fifty percent (50%) of either the equity
interests in, or the voting control of, such Person, including without
limitation Tianwei Yingli or (ii) any Person with respect to which the Company
has the power to otherwise direct the business and policies of such Person
directly or indirectly through another subsidiary.

          "TAXES" means any taxes, charges, fees, levies, other assessments, or
withholding taxes or charges imposed by any Governmental or Regulatory
Authority, and includes any interest and penalties on or additions to any such
Taxes and any expenses incurred in connection with the determination, settlement
or litigation of any Tax Liabilities.

          "THIRD PARTY CLAIM" has the meaning ascribed to it in Section 7.02(a).

          "TIANWEI YINGLI" means Baoding Tianwei Yingli New Energy Resources
Co., Ltd., a Sino-foreign equity joint venture with limited liability registered
and existing under the laws of the PRC.

          "TRANSACTION DOCUMENTS" means this Agreement and each of the
agreements and documents set forth in Exhibit A attached hereto.

          "U.S. DOLLARS" or "US$" means the lawful currency of the United States
of America.

          "US GAAP" means generally accepted accounting principles in the United
States, consistently applied throughout the specified period and in the
immediately prior comparable period.

          "WARRANT" has the meaning ascribed to it in the Warrant Side Letter.

          "WARRANT SHARES" has the meaning ascribed to it in the Warrant Side
Letter.

          "WARRANT SIDE LETTER" has the meaning ascribed to it in Section
5.02(k) hereof.

          "WARRANTORS" has the meaning ascribed to it in the preamble of Article
II hereof.

          SECTION 9.02. Construction of Certain Terms and Phrases. Unless the
context of this Agreement otherwise requires, (i) words of any gender include
each other gender; (ii) words using the singular or plural number also include
the plural or singular number, respectively; (iii) the terms "hereof," "herein,"
"hereby," "hereunder" and derivative or similar words refer to this entire
Agreement; (iv) the terms "Article" or "Section" refer to the specified Article
or Section of this Agreement; and (v) the phrase "ordinary course of business"
refers to the business of the Company consistent with past


                                       35



custom and practice. Whenever this Agreement refers to a number of days, such
number shall refer to calendar days unless Business Days are specified. All
accounting terms used herein and not expressly defined herein shall have the
meanings given to them under US GAAP. Any representation or warranty contained
herein as to the enforceability of a Contract (including this Agreement) shall
be subject to the effect of any bankruptcy, insolvency, reorganization,
moratorium or other similar Law affecting the enforcement of creditors' rights
generally and to general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

                                    ARTICLE X

                                  MISCELLANEOUS

          SECTION 10.01. Notices. All notices, requests and other communications
hereunder must be in writing and shall be deemed to have been duly given only if
delivered personally or by facsimile transmission or mailed (first class postage
prepaid) to the parties at the following addresses or facsimile numbers:

          If to the Investors, to the address of each Investor set forth under
such Investor's name on Schedule I attached hereto.

          If to the Company, to:

          Yingli Green Energy Holding Company Limited
          No. 3055 Middle Fuxing Road
          Baoding, People's Republic of China
          Facsimile No.: +86 312 2151 881
          Attn: Conghui Liu.

All such notices, requests and other communications shall (a) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (b) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (c) if delivered by
mail in the manner described above to the address as provided in this Section,
be deemed given upon receipt (in each case regardless of whether such notice,
request or other communication is received by any other Person to whom a copy of
such notice, request or other communication is to be delivered pursuant to this
Section). Any party from time to time may change its address, facsimile number
or other information for the purpose of notices to that party by giving notice
specifying such change to the other party hereto.

          SECTION 10.02. Entire Agreement. This Agreement (including the
Disclosure Schedule, the exhibits and annexes attached hereto) supersedes all
prior discussions and agreements between the parties with respect to the subject
matter hereof, including the Series B Purchase Agreement, dated December 5,
2006, by and among the Company, Yingli Green Energy Holding Company Limited,
Liansheng Miao and the


                                       36



investors listed on Schedule I attached thereto, and contains the sole and
entire agreement between the parties hereto with respect to the subject matter
hereof.

          SECTION 10.03. Expenses. Except as otherwise expressly provided in
this Agreement, whether or not the transactions contemplated hereby are
consummated, each party shall pay its own costs and expenses incurred in
connection with the negotiation, execution and closing of this Agreement and the
transactions contemplated hereby and thereby; provided, however, that such costs
and expenses incurred by the Lead Series B Shareholder shall be borne
proportionately among all of the Investors.

          SECTION 10.04. Public Announcements. At all times at or before the
Closing, neither the Company nor any Investor shall issue or make any reports,
statements or releases to the public with respect to this Agreement or the
transactions contemplated hereby without the consent of the other, which consent
shall not be unreasonably withheld or delayed. If either party is unable to
obtain the approval of its public report, statement or release from the other
party and such report, statement or release is, in the opinion of legal counsel
to such party, required by Law in order to discharge such party's disclosure
obligations, then such party may make or issue the legally required report,
statement or release and promptly furnish the other party with a copy thereof.
The Company and each Investor shall also obtain prior approval by the other
parties of any public announcement, including without limitation any press
release, interviews with media and attendance in any press conference or related
forums, to be made immediately following the Closing announcing the consummation
of the transactions contemplated by this Agreement.

          SECTION 10.05. Amendment and Waiver. This Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of the Company and the Lead Series B Shareholder. Any
amendment or waiver effected in accordance with this section shall be binding
upon each holder of any securities purchased in this Agreement at the time
outstanding (including securities into which such securities are convertible),
each future holder of all such securities, and the Company.

          SECTION 10.06. No Third Party Beneficiary. The terms and provisions of
this Agreement are intended solely for the benefit of each party hereto and
their respective successors or permitted assigns, and it is not the intention of
the parties to confer third party beneficiary rights upon any other Person.

          SECTION 10.07. No Assignment; Binding Effect. Neither this Agreement
nor any right, interest or obligation hereunder may be assigned by any party
hereto without the prior written consent of the other party hereto and any
attempt to do so shall be void, except that each Investor may assign any or all
of its rights, interests and obligations hereunder to its Affiliates, provided
that any such Affiliate agrees in writing to be bound by all of the terms,
conditions and provisions contained herein, but no such


                                       37



assignment shall relieve such Investor of its obligations hereunder. Subject to
the preceding sentence, this Agreement is binding upon, inures to the benefit of
and is enforceable by the parties hereto and their respective successors and
permitted assigns.

          SECTION 10.08. Enforcement of Agreement. Notwithstanding anything to
the contrary in this Agreement, the parties hereto agree that irreparable damage
for which monetary damages, even if available, would not be an adequate remedy
would occur in the event that any of the provisions of this Agreement (including
the failure by any party to take such actions as are required of it hereunder to
consummate this Agreement) was not performed in accordance with its specified
terms or was otherwise breached. It is accordingly agreed that the parties shall
be entitled to an injunction or other equitable relief to prevent breaches of
this Agreement and to enforce specifically the terms and provisions hereof in
any court of competent jurisdiction, this being in addition to any other remedy
to which they are entitled at law or in equity.

          SECTION 10.09. Headings. The headings used in this Agreement have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.

          SECTION 10.10. Governing Law; Dispute Resolution.

          (a) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to a contract executed and
performed in such jurisdiction, without giving effect to the conflicts of laws
principles thereof.

          (b) Any controversy or claim arising out of or relating to this
Agreement, or any breach of this Agreement, shall be initiated, maintained and
finally determined by binding arbitration under the rules of conciliation and
arbitration of the International Chamber of Commerce (the "ICC"); and the site
of the arbitration, unless the parties agree otherwise, shall be in Hong Kong.
The arbitral tribunal shall be appointed within thirty (30) days of the notice
of dispute, and shall consist of three arbitrators, one of which shall be
appointed by the Investors and one by the Company and the third by the Investors
and the Company jointly; provided, however, that if the Investors and the
Company shall be unable to select the third arbitrator within such thirty
(30)-day period, such third arbitrator shall be chosen by the International
Court of Arbitration of the ICC. Judgment upon any award rendered may be entered
in any court having jurisdiction thereof, or application may be made to such
court for a judicial acceptance of the award and an order of enforcement, as the
case may be. Any award pursuant to such proceeding shall be granted in U.S.
Dollars. The fees and costs of the arbitration shall be shared equally by all
disputing parties. The arbitrators shall award legal fees, disbursements and
other expenses to the prevailing party for such amounts as determined by the
arbitrators to be appropriate.

          SECTION 10.11. Invalid Provisions. If any provision of this Agreement
is held to be illegal, invalid or unenforceable under any present or future Law,
and if the rights or obligations of any party hereto under this Agreement shall
not be materially and adversely affected thereby, (a) such provision shall be
fully severable,


                                       38



(b) this Agreement shall be construed and enforced as if such illegal, invalid
or unenforceable provision had never comprised a part hereof, and (c) the
remaining provisions of this Agreement shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable provision or by
its severance herefrom.

          SECTION 10.12. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. A facsimile,
telecopy or other reproduction of this Agreement may be executed by one or more
parties hereto and delivered by such party by facsimile or any similar
electronic transmission device pursuant to which the signature of or on behalf
of such party can be seen. Such execution and delivery shall be considered
valid, binding and effective for all purposes. At the request of any party
hereto, all parties hereto agree to execute and deliver an original of this
Agreement as well as any facsimile, telecopy or other reproduction hereof.

                            [Signature pages follow]


                                       39


          IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by or on behalf of each party hereto as of the date first above
written.

                                        YINGLI GREEN ENERGY HOLDING COMPANY
                                        LIMITED


                                        By: /s/ Liansheng Miao
                                            ------------------------------------
                                        Name: Liansheng Miao
                                        Title: Chairman and Chief Executive
                                               Officer


                                        YINGLI POWER HOLDING COMPANY LTD.


                                        By: /s/ Liansheng Miao
                                            ------------------------------------
                                        Name: Liansheng Miao
                                        Title: Director


                                        /s/ Liansheng Miao
                                        ----------------------------------------
                                        Liansheng Miao



                                        BAYTREE INVESTMENTS (MAURITIUS) PTE LTD.


                                        By: /s/ Jeffrey Chua
                                            ------------------------------------
                                        Name: Jeffrey Chua
                                        Title: Director


                                        CREATION WAY ASSET MANAGEMENT LTD.


                                        By: /s/ Wenqi Liu
                                            ------------------------------------
                                        Name: Wenqi Liu
                                        Title: Director


                                        INCEI, S.A.


                                        By: /s/ Mao Ching Fu Lee
                                            ------------------------------------
                                        Name: Mao Ching Fu Lee
                                        Title: Chairman


                                        J.P. MORGAN SECURITIES LTD.


                                        By: /s/ Paul. M. Lauritano
                                            ------------------------------------
                                        Name: Paul M. Lauritano
                                        Title: Managing Director

                                        For and on behalf of J.P. Morgan
                                        Securities (Asia Pacific) Limited as
                                        agent for J.P. Morgan Securities Ltd.


                                        BENCHMARK EUROPE II, L.P.
                                        as nominee for
                                        Benchmark Europe II, L.P.
                                        Benchmark Europe Founders' Fund II, L.P.
                                        and related individuals

                                        By: Benchmark Management (UK) LLP
                                            its manager


                                        By: /s/ John Mesrie
                                            ------------------------------------
                                            Member



                                        TB HOLDINGS LTD.


                                        By: /s/ Shujun Li
                                            ------------------------------------
                                        Name: Shujun Li
                                        Title: Director


                                        NEW HORIZON KEENSOLAR INVESTMENT CO.,
                                        LTD.


                                        By: /s/ Jianming Yu
                                            ------------------------------------
                                        Name: Jianming Yu
                                        Title: Managing Partner


                                        POPE INVESTMENTS LLC


                                        By: /s/ William P. Wells
                                            ------------------------------------
                                        Name: William P. Wells
                                        Title: President


                                        DBS NOMINEES (PRIVATE) LIMITED


                                        By: /s/ Melvin Teo Tzai Win
                                            ------------------------------------
                                        Name: Melvin Teo Tzai Win
                                        Title: Managing Director


                                        KWR INTERNATIONAL LTD.


                                        By: /s/ Mingyu Shen
                                            ------------------------------------
                                        Name: Mingyu Shen
                                        Title: Director


                                        MODERN PEAKVIEW LIMITED


                                        By: /s/ Wei Cao
                                            ------------------------------------
                                        Name: Wei Cao
                                        Title: Authorized Signatory



                                        DAEDALUS HOLDINGS, L.L.C.

                                        By: Farallon Capital Management, L.L.C.,
                                            its manager


                                        By: /s/ William F. Duhamel
                                            ------------------------------------
                                        Name: William F. Duhamel
                                        Title: Managing Member


                                        PCM DIRECT CAPITAL FUND


                                        By: /s/ Huimin Wu
                                            ------------------------------------
                                        Name: Huimin Wu
                                        Title: Director



                                        THE TRUSTEES OF COLUMBIA UNIVERSITY
                                        IN THE CITY OF NEW YORK


                                        By: /s/ NP Narvekar
                                            ------------------------------------
                                        Name: NP Narvekar
                                        Title: President and CEO, Columbia
                                               Investment Management Co., LLC



                                   SCHEDULE I

                            SCHEDULE OF THE INVESTORS



                                                 NUMBER OF                         NUMBER OF
                                                  SHARES     NUMBER OF  NUMBER OF   ADVANCE     PURCHASE      RELEASED      ESCROW
                                                   BEING     RELEASED     ESCROW    PAYMENT       PRICE        AMOUNT       AMOUNT
INVESTOR                     ADDRESS             PURCHASED    SHARES      SHARES     SHARES       (US$)        (US$)        (US$)
- --------          ----------------------------  ----------  ----------  ---------  ---------  ------------  -----------  -----------
                                                                                                 
Baytree           60B Orchard Road,              9,307,135   7,445,708  1,861,427         --  $ 45,000,000  $36,000,000  $ 9,000,000
Investments       #06-18 Tower 2,
(Mauritius) Pte   The Atrium@Orchard,
Ltd.              Singapore 238891
                  Fax No.: +65 6821 1173
                  Attention: Jeffrey Chua,
                  George Chuang and Sean Lu

Creation Way      Portcullis Trustnet Chambers   2,068,252   1,654,602    413,650         --  $ 10,000,000  $ 8,000,000  $ 2,000,000
Asset             Road Town, Tortola, British
Management Ltd.   Virgin Island
                  Fax No.: 021-6419 4108
                  Attention: Wenqi Liu

INCEI, S.A.       Plaza Ramon y Cajal, 1-bajo    2,068,252   1,654,602    413,650         --  $ 10,000,000  $ 8,000,000  $ 2,000,000
                  31008 Pamplona Navarra,
                  Spain
                  Fax No.:
                  Attention:

J.P. Morgan       125 London Wall,               1,654,602   1,323,682    330,920         --  $  8,000,000  $ 6,400,000  $ 1,600,000
Securities Ltd.   London, EC2Y 5AJ
                  United Kingdom
                  Attention: c/o Moncef M
                  Heddad 26/F Chater House
                  8 Connaught Road
                  Central, Hong Kong
                  Fax No.: +852 2800 4613






                                                 NUMBER OF                         NUMBER OF
                                                  SHARES     NUMBER OF  NUMBER OF   ADVANCE     PURCHASE      RELEASED      ESCROW
                                                   BEING     RELEASED     ESCROW    PAYMENT       PRICE        AMOUNT       AMOUNT
INVESTOR                     ADDRESS             PURCHASED    SHARES      SHARES     SHARES       (US$)        (US$)        (US$)
- --------          ----------------------------  ----------  ----------  ---------  ---------  ------------  -----------  -----------
                                                                                                 
Benchmark         20 Balderton Street, London    1,551,189   1,240,951    310,238         --  $  7,500,000  $ 6,000,000  $ 1,500,000
Europe II., L.P.  W1K 6TL United Kingdom
as nominee for    Fax No: +44(0)20 7016 6810
Benchmark         Attention: Jerome Misso /
Europe II, L.P.,             John Mesrie
Benchmark
Europe Founders'
Fund II, L.P.
and related
individuals

TB Holdings Ltd.  AZIA Center, Unit 2701B,1233   1,137,539     910,031    227,508         --  $  5,500,000  $ 4,400,000  $ 1,100,000
                  Lujiazui Ring Road Shanghai
                  P.R.China 200120
                  Fax No.: +86 21 5876 7238
                  Attention: Shujun Li and
                  Donglei Zhou

The Trustees of   405 Lexington Ave.             1,034,126     827,301    206,825         --  $  5,000,000  $ 4,000,000  $ 1,000,000
Columbia          63rd floor New York,
University in     NY 10174
the City of New   Fax No.:
York              Attention:

New Horizon       Jin Bao Tower 1204, 89 Jin     1,034,126     827,301    206,825         --  $  5,000,000  $ 4,000,000  $ 1,000,000
Keensolar         Bao Street, Dongcheng
Investment Co.,   District, Beijing
Ltd               China 100005
                  Fax No.: +86 10-8522-1231
                  Attention: Kawada Hanae






                                                 NUMBER OF                         NUMBER OF
                                                  SHARES     NUMBER OF  NUMBER OF   ADVANCE     PURCHASE      RELEASED      ESCROW
                                                   BEING     RELEASED     ESCROW    PAYMENT       PRICE        AMOUNT       AMOUNT
INVESTOR                     ADDRESS             PURCHASED    SHARES      SHARES     SHARES       (US$)        (US$)        (US$)
- --------          ----------------------------  ----------  ----------  ---------  ---------  ------------  -----------  -----------
                                                                                                 
Pope              5100 Poplar Avenue,              206,825     165,460     41,365         --  $  1,000,000  $   800,000  $   200,000
Investments LLC   Suite 805 Memphis, TN 38137
                  USA
                  Fax No.: +1-901-763-4229
                  Attention: William P. Wells,
                  President

Daedalus          c/o Farallon Capital             103,413      82,730     20,683         --  $    500,000  $   400,000  $   100,000
Holdings, L.L.C.  Management, L.L.C.
                  One Maritime Plaza,
                  Suite 1325 San Francisco,
                  CA 94111
                  Fax: (415) 421-2133
                  Attn: Chun Ding
                  Copy to: Erik Chu

PCM Direct        c/o Prime Capital Management     103,413      82,730     20,683         --  $    500,000  $   400,000  $   100,000
Capital Fund      Company Limited
                  Unit 2506, Low Block,
                  Grand Millennium Plaza,
                  181 Queen's Road Central,
                  Hong Kong
                  Fax Number: 852-3523-1000
                  Attention: Director

DBS Nominees      6 Shenton Way,                 2,481,903          --         --  2,481,903  $ 12,000,000           --           --
(Private)         DBS Building Tower 1,
Limited           #30-01, Singapore 068809
                  Fax No.: (65) 6220-7487
                  Attention: Melvin Teo Tzai
                  Win, Managing Director

KWR               P.O. Box 1239,                 1,137,539          --         --  1,137,539  $  5,500,000           --           --
International     Offshore Incorporations
Ltd.              Centre, Victoria, Mahe,
                  Seychelles.
                  Fax No.: +021-5080-5861
                  Attention: Shen Mingyu






                                                 NUMBER OF                         NUMBER OF
                                                  SHARES     NUMBER OF  NUMBER OF   ADVANCE     PURCHASE      RELEASED      ESCROW
                                                   BEING     RELEASED     ESCROW    PAYMENT       PRICE        AMOUNT       AMOUNT
INVESTOR                     ADDRESS             PURCHASED    SHARES      SHARES     SHARES       (US$)        (US$)        (US$)
- --------          ----------------------------  ----------  ----------  ---------  ---------  ------------  -----------  -----------
                                                                                                 
Modern Peakview   Palm Grove House,                517,063          --         --    517,063  $  2,500,000           --           --
Limited           P.O. Box 438 Road Town,
                  Tortola British
                  Virgin Islands
                  Fax No.: +86-21-6859-8768
                  Attention: Wei Cao
                                                ----------  ----------  ---------  ---------  ------------  -----------  -----------
TOTAL:                                          24,405,377  16,215,098  4,053,774  4,136,505  $118,000,000  $78,400,000  $19,600,000
                                                ==========  ==========  =========  =========  ============  ===========  ===========




                                   SCHEDULE II

                               DISCLOSURE SCHEDULE

                              [SEPARATELY PROVIDED]



                                    EXHIBIT A

                          LIST OF TRANSACTION DOCUMENTS

This Agreement

The Shareholders Agreement

The Amended Articles

The Escrow Agreement

The JV Contract Amendment

The JV Article Amendment

The Warrant Side Letter

The Warrants



                                    EXHIBIT B

               SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

                              [SEPARATELY PROVIDED]



                                    EXHIBIT C

       SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

                              [SEPARATELY PROVIDED]



                                    EXHIBIT D

                               WARRANT SIDE LETTER

                              [SEPARATELY PROVIDED]



                                    EXHIBIT E

               ADDITIONAL INVESTOR REPRESENTATIONS AND WARRANTIES

1.   The Investor understands that the Shares have not been registered under the
     Securities Act and may only be sold or otherwise transferred in accordance
     with the restrictions and conditions set forth in this Agreement and the
     Shareholders Agreement.

2.   The Investor understands that purchasing the Shares (the "TRANSACTION")
     involves a high degree of risk and that the Shares are a speculative
     investment.

3.   The Investor (a) has consulted with its own legal, regulatory, tax,
     business, investment, financial and accounting advisers in connection
     herewith to the extent it has deemed necessary, (b) has conducted its own
     due diligence on the Company, its subsidiaries and the Transaction, and (c)
     has made its own investment decisions based upon its own judgment, due
     diligence and advice from such advisers as it has deemed necessary.

4.   The Investor has such knowledge and experience in financial, business and
     international investment matters that it is capable of evaluating the
     merits and risks of purchasing the Shares, and has had the opportunity to
     ask questions of, and receive answers and request additional information
     from the Company.

5.   The Investor has the ability to bear the economic risk of the Transaction,
     has adequate means of providing for its current and contingent needs, has
     no need for liquidity with respect to its investment in the Shares, and is
     able to sustain a complete loss in connection with the Transaction.

6.   The Investor acknowledges, represents and agrees:

     (i)  that it is an accredited investor ("AI") as defined in Rule 501(a) of
          the Securities Act, purchasing the Shares for its own account or for
          the account of one or more AIs as defined in Rule 501(a) of the
          Securities Act;

     (ii) that it is aware, and each beneficial owner of the Shares has been
          advised, that any sale to it is being made in reliance on an exemption
          from the registration requirements of the Securities Act;

     (iii) that no securities issuable upon conversion of the Shares (the
          "CONVERSION SHARES") have been registered under the Securities Act or
          any applicable U.S. state securities laws, that the Shares and the
          Conversion Shares are "restricted securities" within the meaning of
          Rule 144(a)(3) under the Securities Act and that no Shares or
          Conversion Shares may be offered or sold within the United States or
          to, or for the account or benefit of, U.S. persons (as defined in
          Regulation S of the Securities Act) except as set forth in (iv) below;

     (iv) if in the future it decides to resell, pledge or otherwise transfer
          the Shares or the Conversion Shares or any beneficial interests
          therein, it will do so, only (a) inside the United States to a person
          whom the Investor reasonably believes is a QIB



          pursuant to an exemption from registration under the Securities Act,
          (b) outside the United States to a person other than a U.S. person (as
          defined in Regulation S of the Securities Act) in compliance with
          Regulation S of the Securities Act, (c) pursuant to another exemption
          from registration under the Securities Act (if available) or (d)
          pursuant to an effective registration statement under the Securities
          Act, in each case, in accordance with the Securities Act and
          applicable laws of the states, territories and possession of the
          Untied States governing the offer and sale of securities;

     (v)  it will, and will require each subsequent holder of the Shares or the
          Conversion Shares to, notify any purchaser of an interest in the
          Shares or the Conversion Shares of the resale restrictions referred to
          in paragraphs (iii) and (iv) above, if then applicable;

     (vi) that the Conversion Shares will bear a legend setting forth the resale
          restrictions referred to in paragraphs (iii) and (iv) above; and

     (vii) on each day from the date on which it acquires the Shares, through
          and including the date on which it disposes of its interests in such
          Shares, either that (a) it is not an "employee benefit plan" as
          defined in Section 3(3) of ERISA, subject to Title I of ERISA, a
          "plan" (defined in Section 4975(e)(1) of the Code, subject to Section
          4975 of the Code (including without limitation, an individual
          retirement account), an entity whose underlying assets include the
          assets of any such employee benefit plan or plan by reason of
          Department of Labor Regulation section 2510.3-10 or otherwise, or a
          governmental or church plan which is subject to any federal, state or
          local law that is substantially similar to the provisions of Section
          406 of ERISA or Section 4975 of the Code or (b) its purchase, holding
          and disposition of such Notes will not result in a prohibited
          transaction under Section 406 of ERISA or Section 4975 of the Code
          (or, in the case of a governmental or church plan, any substantially
          similar federal, state or local law) unless an exemption is available
          with respect to such transactions and all the conditions of such
          exemption have been satisfied.

7.   The Investor understands that no action has been taken to permit an
     offering of the Shares or the Conversion Shares in any jurisdiction; the
     Investor will not offer or sell any of the Shares or the Conversion Shares
     which may be acquired by it in any jurisdiction or in any circumstances in
     which such offer or sale is not authorised or to any person to whom it is
     unlawful to make such offer, sale or invitation except under circumstances
     that will result in compliance with any applicable laws and/or regulations.

8.   The Investor's purchase of the Shares is lawful under the securities laws
     of the jurisdiction in which it accepts the offer to purchase the Shares.

EX-4.11

                                                                    EXHIBIT 4.11

                                                               EXECUTION VERSION

                          SECOND AMENDED AND RESTATED

                             SHAREHOLDERS AGREEMENT

                                     AMONG

                       YINGLI POWER HOLDING COMPANY LTD.,

                                LIANSHENG MIAO,

                  YINGLI GREEN ENERGY HOLDING COMPANY LIMITED,

                          INSPIRATION PARTNERS LIMITED

                                      AND

               THE INVESTORS LISTED ON SCHEDULE I ATTACHED HERETO

                         DATED AS OF DECEMBER 15, 2006



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
Section 1.  Certain Definitions..........................................     2
Section 2.  Purchase Price Adjustment....................................     7
   2.1      The 2006 Adjustment..........................................     7
   2.2      The 2007 Adjustment..........................................     8
   2.3      Conversion...................................................     9
Section 3.  Financial Statements and Reports; Information and Inspection
            Rights; Confidentiality......................................     9
   3.1      Financial Statements and Reports to Shareholders.............     9
   3.2      Information and Inspection Rights............................     9
   3.3      Confidentiality..............................................    10
Section 4.  Corporate Governance.........................................    10
   4.1      Board Composition............................................    10
   4.2      Audit Committee..............................................    11
   4.3      Compensation Committee.......................................    12
   4.4      Other Board Committees.......................................    12
   4.5      Meetings of the Board; Quorum; Telephonic Meetings...........    12
   4.6      Action by Written Consent....................................    12
   4.7      Expenses.....................................................    12
   4.8      Indemnification..............................................    12
   4.9      Governance of Subsidiaries...................................    12
Section 5.  Right of Participation.......................................    12
   5.1      Right of Participation With Respect to New Securities........    12
   5.2      Issuance Notice..............................................    13
   5.3      Sale of New Securities.......................................    13
Section 6.  Right of First Refusal; Co-Sale Right........................    14
   6.1      Right of First Refusal.......................................    14
   6.2      Co-Sale Right................................................    15
   6.3      Sale by the Founder..........................................    17
   6.4      No Adverse Effect............................................    17
   6.5      Exempt Transfers.............................................    17
   6.6      Prohibited Transfer..........................................    18
   6.7      Restrictions on the Transfer by the Preferred Shareholders...    18
Section 7.  Demand Registration..........................................    18
   7.1      Request for Registration on Form Other Than Form F-3.........    18
   7.2      Request for Registration on Form F-3.........................    19
   7.3      Right of Deferral............................................    20
   7.4      Registration of Other Securities in Demand Registration......    22
   7.5      Underwriting in Demand Registration..........................    22
   7.6      Other Securities Laws in Demand Registration.................    25
   7.7      Other Registration Rights....................................    25
Section 8.  Piggyback Registration.......................................    25
   8.1      Notice of Piggyback Registration and Inclusion of Registrable
            Securities...................................................    25
   8.2      Underwriting in Piggyback Registration.......................    26



                                       -i-



                                TABLE OF CONTENTS
                                   (continued)



                                                                            PAGE
                                                                            ----
                                                                         
Section 9.  Expenses of Registration.....................................    27
Section 10. Termination of Registration Rights...........................    28
Section 11. Registration Procedures and Obligations......................    28
Section 12. Information Furnished by Holder..............................    29
Section 13. Indemnification..............................................    30
   13.1     Company's Indemnification of the Holders.....................    30
   13.2     Holder's Indemnification of Company..........................    30
   13.3     Condition to Indemnity.......................................    31
   13.4     Indemnification Procedure....................................    31
   13.5     Contribution.................................................    32
   13.6     Conflicts....................................................    32
   13.7     Survival of Obligations......................................    32
Section 14. Lock-Up......................................................    32
Section 15. No Action Letter.............................................    33
Section 16. Reports Under the Exchange Act...............................    33
Section 17. Transfer of Rights...........................................    34
Section 18. Legend; Stop Transfer Instructions...........................    34
   18.1     Legend.......................................................    34
   18.2     Stop Transfer Instructions...................................    35
Section 19. Covenants....................................................    36
Section 20. Conflict with Charter Documents..............................    39
Section 21. Miscellaneous................................................    39
   21.1     Governing Law................................................    40
   21.2     Dispute Resolution...........................................    40
   21.3     Counterparts and Facsimile Execution.........................    40
   21.4     Headings.....................................................    40
   21.5     Notices......................................................    40
   21.6     Amendments and Waivers.......................................    41
   21.7     Severability.................................................    41
   21.8     Entire Agreement; Successors and Assigns.....................    41
   21.9     Assignability................................................    41
   21.10    Termination..................................................    42
   21.11    Director and Officer Insurance...............................    42


Schedule I List of the Series B Shareholders
Appendix A Form of Investor Representation Letter


                                      -ii-



               SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

          THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of
December 15, 2006 (the "AGREEMENT"), is entered into by and among Yingli Green
Energy Holding Company Limited, an exempted company organized under the laws of
the Cayman Islands (the "COMPANY"), Yingli Power Holding Company Ltd., an
international business company incorporated under the laws of the British Virgin
Islands (the "HOLDCO"), Mr. Liansheng Miao (together with the Holdco,
collectively, the "FOUNDER"), Inspiration Partners Limited, an international
business company incorporated under the laws of the British Virgin Islands (the
"SERIES A SHAREHOLDER"), and the investors listed on Schedule I attached hereto
(the "SERIES B SHAREHOLDERS", and together with the Series A Shareholder, the
"PREFERRED SHAREHOLDERS"). The Founder, the Series A Shareholder and the Series
B Shareholders shall be collectively referred to as the "SHAREHOLDERS", and
together with the Company, the "PARTIES".

                                    RECITALS

          WHEREAS:

          (A) The Company, the Founder and the Series B Shareholders have
entered into an Amended and Restated Series B Preferred Share Purchase Agreement
as of even date herewith (the "SERIES B PURCHASE AGREEMENT"), pursuant to which
the Series B Shareholders are purchasing a certain number of Series B Shares,
par value US$0.01 per share, of the Company (the "SERIES B SHARES");

          (B) The execution and delivery of this Agreement is a condition
precedent to the purchase by the Series B Shareholders of the Series B Shares
under the Series B Purchase Agreement;

          (C) In connection with the issuance and sale of Series A Shares, par
value US$0.01 per share, of the Company (the "SERIES A SHARES") pursuant to a
Series A Preferred Share Purchase Agreement, dated as of September 20, 2006 (the
"SERIES A PURCHASE AGREEMENT"), the Company, the Founder and the Series A
Shareholder entered into a Shareholders Agreement, dated as of September 20,
2006 (the "SERIES A SHAREHOLDERS AGREEMENT");

          (E) In connection with the issuance and sale of a certain number of
the Series B Shares to Baytree (Investments) Mauritius Pte Ltd, the Company, the
Holdco, the Founder, the Series A Shareholder and Baytree (Investments)
Mauritius Pte Ltd. entered into the Amended and Restated Shareholders Agreement,
dated December 5, 2006 (the "PRIOR SERIES B SHAREHOLDERS AGREEMENT"), which
amended and restated the Series A Shareholders Agreement in its entirety;

          (F) In connection with the purchase of the Series B Shares described
in paragraph (A) above, the parties to the Prior Series B Shareholders Agreement
desire to amend and restate the Prior Series B Shareholders Agreement in its
entirety pursuant to the terms set forth in this Agreement; and


                                       1



          (E) The parties to the Prior Series B Shareholders Agreement have
agreed that the Prior Series B Shareholders Agreement shall be of no further
force and effect and further that the rights granted to the parties hereto under
this Agreement shall supersede the rights granted to such parties under the
Prior Series B Shareholders Agreement.

          NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, covenants and agreements of the Parties contained herein, the Parties
hereby amend and restate the Prior Series B Shareholders Agreement in its
entirety as follows:

     SECTION 1. Certain Definitions. As used in this Agreement, the following
terms have the following respective meanings:

          "2006 ACTUAL EARNINGS" has the meaning set forth in Section 2.1 of
     this Agreement.

          "2007 ACTUAL EARNINGS" has the meaning set forth in Section 2.2 of
     this Agreement.

          "AFFILIATE" means, in respect of a Person, any other Person that
     directly or indirectly through one or more intermediaries, Controls, is
     Controlled by, or is under common Control with, such Person, including,
     without limitation, any general partner, officer or director of such Person
     and any venture capital fund now or hereafter existing which is controlled
     by or under common control with one or more general partners or shares the
     same management company with such Person.

          "AGREEMENT" has the meaning set forth in the preamble to this
     Agreement.

          "ARTICLES OF ASSOCIATION" means the Second Amended and Restated
     Memorandum and Articles of Association of the Company.

          "BLUE SKY" means the statutes of any state of the United States of
     America regulating the sale of corporate securities within that state.

          "BOARD" means the Company's board of directors as constituted from
     time to time.

          "BUSINESS DAY" means any day other than Saturday, Sunday or any other
     day on which banks in Hong Kong or the People's Republic of China (the
     "PRC") are authorized or required by law to close.

          "COMMISSION" means the United States Securities and Exchange
     Commission, as constituted from time to time, or any successor agency
     charged with administering the Securities Act and/or the Exchange Act.

          "CONTROL" with respect to any third Person means the possession,
     directly or indirectly, of the power or the ability to direct or cause the
     direction of the management and affairs of such third Person whether,
     through the ownership of voting securities, as


                                       2



     trustee or executor, by contract or otherwise, including, without
     limitation, the ownership, directly or indirectly, of securities having the
     power to elect a majority of the board of directors or similar body of such
     third Person.

          "CONVERSION SHARES" means, collectively, the Series A Conversion
     Shares and the Series B Conversion Shares.

          "CONVERTIBLE BONDS" means the US$85,000,000 Bonds due 2008 issued by
     the Company under the Trustee Deed, dated November 13, 2006, between the
     Company and DB Trustees (Hong Kong) Limited, which are convertible into
     Ordinary Shares.

          "CO-SALE RIGHT" has the meaning set forth in Section 6.2 of this
     Agreement.

          "DAMAGES" has the meaning set forth in Section 13.1 of this Agreement.

          "EXCHANGE ACT" means the United States Securities Exchange Act of
     1934, as amended, and the rules and regulations of the Commission
     promulgated thereunder, all as from time to time in effect.

          "FORM F-3" means Form F-3 issued by the Commission or any
     substantially similar form then in effect.

          "FOUNDERS" has the meaning set forth in Section 6.1 of this Agreement.

          "FOUNDER SHARES" has the meaning set forth in Section 6.1 of this
     Agreement.

          "GROUP" means the Company, the Operating Subsidiary and their
     respective subsidiaries from time to time, and "GROUP COMPANY" means, as
     applicable, each of the Company, the Operating Subsidiary, and their
     respective subsidiaries from time to time.

          "HOLDER" means any holder of outstanding Registrable Securities.

          "ICC" has the meaning set forth in Section 21.2 of this Agreement.

          "INVESTOR REPRESENTATION LETTER" has the meaning set forth in Section
     18.1 of this Agreement.

          "ISSUANCE NOTICE" has the meaning set forth in Section 5.2 of this
     Agreement.

          "LEAD SERIES B SHAREHOLDER" means Baytree Investments (Mauritius) Pte
     Ltd.; provided, however, that if Baytree Investments (Mauritius) Pte Ltd.,
     together with its Affiliates, holds less than thirty three percent (33%) of
     the Series B Shares, the term Lead Series B Shareholder shall mean the
     holders of more than fifty percent (50%) of the Series B Shares in the
     aggregate then outstanding on a fully diluted, as converted basis.

          "MAJORITY OF THE SERIES A SHAREHOLDERS" means holders of more than
     fifty percent (50%) of the Series A Shares in the aggregate then
     outstanding on a fully diluted, as-converted basis.


                                       3



          "NEW SECURITIES" means any shares of the Company, whether now
     authorized or not, and any rights, options, or warrants to purchase shares
     of the Company, and securities of any type whatsoever that are, or may
     become, convertible into shares of the Company, provided that "New
     Securities" does not include: (a) any Preferred Shares purchased under the
     Series B Purchase Agreement; (b) Ordinary Shares issuable upon conversion
     of the Preferred Shares; (c) Ordinary Shares issuable upon conversion of
     the Convertible Bonds; (d) securities offered to the public pursuant to a
     Registration Statement; (e) Ordinary Shares issuable pursuant to the
     exercise of warrants, rights or options, issued or issuable to officers,
     directors, and employees of, and consultants to, any Group Company pursuant
     to stock option plans to be adopted by the Company, provided that the
     number of such Ordinary Shares shall not exceed five percent (5%) of the
     Ordinary Shares Equivalent after giving effect to the closing of the
     issuance of the Series B Shares under the Series B Purchase Agreement; (f)
     shares issued without consideration pursuant to a stock dividend, stock
     sub-division, or similar transaction; (g) all Ordinary Shares or other
     securities hereafter issued in connection with or as consideration for
     acquisition or licensing of technology; (h) Ordinary Shares issuable
     pursuant to the exercise of the warrant, dated August 28, 2006, granted by
     the Company to TB Management Company Limited (the "TB MANAGEMENT WARRANT");
     and (i) the Warrant and Warrant Shares (each as defined in the Series B
     Purchase Agreement).

          "ORDINARY SHARES" means the Company's Ordinary Shares, par value
     US$0.01 per share.

          "ORDINARY SHARES EQUIVALENT" means, collectively, the issued and
     outstanding Ordinary Shares and the Ordinary Shares into which the issued
     and outstanding Preferred Shares and other securities are convertible.

          "OPERATING SUBSIDIARY" means Baoding Tianwei Yingli New Energy
     Resources Co., Ltd., a Sino-foreign joint venture with limited liability
     registered and existing under the laws of the PRC.

          "PARTIES" has the meaning set forth in the preamble to this Agreement.

          "PERSON" means any individual, sole proprietorship, partnership,
     estate, trust, unincorporated organization, association, corporation,
     institution, public benefit corporation, entity, governmental or regulatory
     authority or other entity of any kind or nature.

          "PREFERRED SHARES" means Series A Shares and/or Series B Shares, as
     the case may be.

          "PREFERRED SHAREHOLDER" has the meaning set forth in the preamble to
     this Agreement.

          "PREFERRED SHAREHOLDER NOMINEE" has the meaning set forth in Section
     4.1(b) of this Agreement.


                                       4



          "PRIOR SERIES B SHAREHOLDERS AGREEMENT" has the meaning set forth in
     the recitals to this Agreement.

          "PRO RATA SHARE" means, with respect to any Shareholder, the ratio of:
     (a) the total number of Ordinary Shares Equivalent held by such Shareholder
     immediately before the proposed allotment and issue of New Securities to
     (b) the total number of Ordinary Shares Equivalent held by all Shareholders
     immediately before the proposed allotment and issue of New Securities.

          "QUALIFIED IPO" means the closing of the Company's first firm
     commitment, underwritten public offering of Ordinary Shares or shares
     representing Ordinary Shares in connection with which Ordinary Shares or
     shares representing Ordinary Shares are listed and become publicly traded
     on an internationally recognized securities exchange or the NASDAQ Global
     Market, provided, however, that such listing shall result in net proceeds
     (after payment of the underwriters' discounts and commissions and the
     offering-related expenses) to the Company of at least US$100 million and
     (b) a total market capitalization of the Company of at least US$750
     million.

          "REGISTER", "REGISTERED", and "REGISTRATION" means a registration of
     securities effected by preparing and filing a registration statement on
     Form F-1, S-1, SB-2, F-3 or S-3 in compliance with the Securities Act, or
     on any comparable form in connection with a registration in a jurisdiction
     other than the United States (collectively, a "REGISTRATION STATEMENT"),
     and the declaration or ordering of the effectiveness of that Registration
     Statement by the Commission.

          "REGISTRABLE SECURITIES" means, collectively, the Series A Registrable
     Securities and the Series B Registrable Securities.

          "REGISTRATION EXPENSES" means all expenses incurred by the Company in
     complying with Section 7 or 8 of this Agreement, including, without
     limitation, all federal and state Registration, qualification, and filing
     fees, printing expenses, any fees, commissions, expenses and disbursements
     of underwriters customarily paid by similarly situated companies in
     connection with underwritten offerings of equity securities to the public,
     fees and disbursements of counsel for the Company and reasonable fees and
     disbursements of one special counsel for all Holders (if different from
     counsel to the Company), Blue Sky fees and expenses, and the expense of any
     special audits incident to or required by any Registration.

          "REGISTRATION STATEMENT" has the meaning set forth in the definition
     of "Registration," above.

          "RELATED PARTY" means, with respect to any Person, (a) any Affiliate
     of such Person, (b) each Person that serves as a director, officer,
     partner, member, executor, or trustee of such Person (or in any other
     similar capacity), (c) any Person with respect to which such Person serves
     as a general partner or trustee (or in any other similar capacity), and (d)
     any Person that has direct or indirect beneficial ownership of voting
     securities or other voting interests representing at least ten percent
     (10%) of the outstanding voting


                                       5



     power or equity securities or other equity interests (a "MATERIAL
     INTEREST") in such Person.

          "RESTRICTED SECURITIES" has the meaning set forth in Section 18.1(b)
     of this Agreement.

          "RIGHT OF FIRST REFUSAL" has the meaning set forth in Section 6.1 of
     this Agreement.

          "RIGHT OF PARTICIPATION" has the meaning set forth in Section 5.1 of
     this Agreement.

          "SECURITIES ACT" means the United States Securities Act of 1933, as
     amended, and the rules and regulations of the Commission promulgated
     thereunder, all as from time to time in effect.

          "SELLING EXPENSES" means all underwriting discounts and selling
     commissions applicable to the sale of Registrable Securities pursuant to
     this Agreement.

          "SERIES A CONVERSION SHARES" means, collectively, Series A Shares then
     outstanding on a fully diluted, as-converted basis.

          "SERIES A INITIATING HOLDERS" means holders who in the aggregate hold
     at least thirty-three percent (33%) of the Series A Registrable Securities.

          "SERIES A NOMINEE" has the meaning set forth in Section 4.1(a) of this
     Agreement.

          "SERIES A REGISTRABLE SECURITIES" means (a) the Ordinary Shares issued
     or issuable upon conversion or exercise of any of the Series A Shares and
     (b) Ordinary Shares issued or issuable pursuant to stock sub-divisions,
     stock dividends and similar distributions to the Series A Shareholders, or
     in exchange for or in replacement of the Ordinary Shares referred to clause
     (a) above, excluding in all cases, however, any Series A Registrable
     Securities sold by a Person in a transaction in which its rights under
     Sections 7 or 8 hereof are not assigned or any shares for which
     registration rights have terminated pursuant to Section 10.

          "SERIES A SHARE" has the meaning set forth in the recitals to this
     Agreement.

          "SERIES A SHAREHOLDER" has the meaning set forth in the preamble to
     this Agreement.

          "SERIES B CONVERSION SHARES" means, collectively, Series B Shares then
     outstanding on a fully diluted, as-converted basis.

          "SERIES B INITIATING HOLDERS" means the Lead Series B Shareholder.


                                       6



          "SERIES B NOMINEE" has the meaning set forth in Section 4.1(c) of this
     Agreement.

          "SERIES B REGISTRABLE SECURITIES" means (a) the Ordinary Shares issued
     or issuable upon conversion or exercise of any of the Series B Shares and
     the Warrants (as defined in the Series B Purchase Agreement) and (b)
     Ordinary Shares issued or issuable pursuant to stock sub-divisions, stock
     dividends and similar distributions to the Series B Shareholders, or in
     exchange for or in replacement of the Ordinary Shares referred to clause
     (a) above, excluding in all cases, however, any Series B Registrable
     Securities sold by a Person in a transaction in which its rights under
     Sections 7 or 8 hereof are not assigned or any shares for which
     registration rights have terminated pursuant to Section 10.

          "SERIES B SHARE" has the meaning set forth in the recitals to this
     Agreement.

          "SERIES B SHAREHOLDER" has the meaning set forth in the preamble to
     this Agreement.

          "SHARE" means any Ordinary Share, a Series A Preferred Share and/or a
     Series B Preferred Share, as the case may be.

          "SHAREHOLDERS" has the meaning set forth in the preamble to this
     Agreement.

          "STOCK OPTION CHARGES" means any charges to the Company's earnings
     made pursuant to US GAAP as a result of the Company's issuance of employee
     stock options, provided, however, that if the number of Ordinary Shares
     issued under such stock options, when added together with the number of
     Ordinary Shares issued under any other outstanding stock options granted by
     the Company, exceeds five percent (5%) of the Ordinary Shares Equivalent
     after giving effect to the closing of the issuance of the Series B Shares
     under the Series B Purchase Agreement, such stock options shall be
     considered in calculating the Stock Option Charges only after they have
     been approved in writing by each of the Preferred Shareholder Nominees.

          "SUBSIDIARY" has the meaning set forth in the Series B Purchase
     Agreement.

          "TRANSFER NOTICE" has the meaning set forth in Section 6.1 of this
     Agreement.

          "UNDERWRITERS' REPRESENTATIVE" has the meaning set forth in Section
     7.5(a) of this Agreement.

          "US GAAP" means generally accepted accounting principles in the United
     States, consistently applied throughout the specified period and in the
     immediately prior comparable period.

     SECTION 2. Purchase Price Adjustment.

          2.1 The 2006 Adjustment. If the Operating Subsidiary's consolidated
profit after taxes, excluding any non-recurring or extraordinary items for the
year ended December 31,


                                       7



2006 and adding back Stock Option Charges (the "2006 ACTUAL EARNINGS"), as
determined by the audited consolidated statements of income of the Operating
Subsidiary for such year as prepared by a "big four" accounting firm in
accordance with US GAAP, is less than US$35 million (or its RMB equivalent), the
Founder shall, and the Company shall take all steps and actions necessary and
desirable to cause the Founder to, within thirty (30) days following date of the
audit report containing the 2006 Actual Earnings:

          (a) transfer to the Series A Shareholder, for no consideration, such
number of Ordinary Shares that the aggregate ownership percentage of the equity
interests in the Company held by the Series A Shareholder on a fully-diluted,
as-converted basis, immediately following such transfer, shall be equal to the
aggregate purchase price for the Series A Shares paid by the Series A
Shareholder under the Series A Purchase Agreement, divided by 51% of the product
of the 2006 Actual Earnings times eight (8), as further adjusted solely for the
dilutive effects of any and all subsequent equity and equity-linked issuances by
the Company following the closing of the transactions contemplated by Series A
Purchase Agreement up to the date of such transfer; and

          (b) transfer to the Series B Shareholders, for no consideration and on
a prorated basis, such number of Ordinary Shares that the aggregate ownership
percentage of the equity interests in the Company held by all of the Series B
Shareholders on a fully-diluted, as-converted basis, immediately following such
transfer, shall be equal to the aggregate purchase price for the Series B Shares
paid by all of the Series B Shareholders under the Series B Purchase Agreement,
divided by the sum of (i) the aggregate purchase price paid by all of the Series
B Shareholders under the Series B Purchase Agreement plus (ii) the product of
(x) 53.98%, times (y) the 2006 Actual Earnings times sixteen (16), as further
adjusted solely for the dilutive effects of any and all subsequent equity and
equity-linked issuances by the Company approved by the Board (with the consent
of the Series B Nominee) following the closing of the transactions contemplated
by the Series A Purchase Agreement up to the date of such transfer.

          2.2 The 2007 Adjustment.

          (a) If the Company's consolidated profit after taxes, excluding any
non-recurring or extraordinary items and adding back Stock Option Charges, for
the year ended December 31, 2007 (the "2007 ACTUAL EARNINGS"), as determined by
the audited consolidated statements of income of the Company for such year as
prepared by a "big four" accounting firm in accordance with US GAAP, is less
than US$70 million, the Founder shall, and the Company shall take all steps and
actions necessary and desirable to cause the Founder to, within five (5)
Business Days following date of the audit report containing the 2007 Actual
Earnings, transfer to the Series B Shareholders, for no consideration, such
number of Ordinary Shares that the aggregate ownership percentage of the equity
interests in the Company held by all of the Series B Shareholders on a
fully-diluted, as-converted basis, immediately following such transfer, shall be
equal to the aggregate purchase price paid by all of the Series B Shareholders
under the Series B Purchase Agreement, divided by the sum of the aggregate
purchase price paid by all of the Series B Shareholders under the Series B
Purchase Agreement plus the product of (x) 53.98%, times (y) the 2007 Actual
Earnings, times (z) the product of sixteen (16) times the 2006 Actual Earnings
divided by US$70 million, as further adjusted solely for the dilutive effects of
any and all subsequent equity and equity-linked issuances by the Company
approved by the Board (with


                                       8



the consent of the Series B Nominee) following the closing of the transactions
contemplated by the Series A Purchase Agreement up to the date of such transfer.

          (b) If the 2007 Actual Earnings is less than 1.5 times the 2006 Actual
Earnings, the Founder shall transfer to the Series A Shareholders, for no
consideration, such number of Ordinary Shares that the aggregate value of the
equity interests in the Company held by the Series A Shareholder on a
fully-diluted, as-converted basis, immediately following such transfer, shall be
equal to the aggregate purchase price for the Series A Shares paid by the Series
A Shareholder under the Series A Purchase Agreement, divided by 51% of the
product of the 2007 Actual Earnings times 5.3, as further adjusted solely for
the dilutive effects of any and all subsequent equity and equity-linked
issuances by the Company following the closing of the transactions contemplated
by the Series A Purchase Agreement up to the date of such transfer.

          2.3 Conversion. Within the fifteen (15) days of a transfer of shares
under Section 2.1 or Section 2.2, the Founder and the Company shall cause, as
soon as reasonably practicable, any Ordinary Shares transferred pursuant to
Section 2.1 or Section 2.2 hereof, as the case may be, to be converted into
Series A Shares at the conversion ratio of one Ordinary Share to one Series A
Share (with respect to any Ordinary Shares transferred to the Series A
Shareholder), or into Series B Shares at the conversion ratio of one Ordinary
Share to one Series B Share (with respect to any Ordinary Shares transferred to
the Series B Shareholders), subject to further adjustments as provided in the
Articles of Association.

     SECTION 3. Financial Statements and Reports; Information and Inspection
Rights; Confidentiality

          3.1 Financial Statements and Reports to Shareholders.

          (a) The Company shall keep true and accurate books of account and
records in reasonable detail, prepared in accordance with US GAAP and make
available to the holders of the Preferred Shares: (i) within thirty (30) days
after the end of each month, an unaudited unconsolidated monthly income
statement, balance sheet, and cash flow statement of the Operating Subsidiary;
(ii) within one hundred twenty (120) days after the end of each fiscal year of
the Company, an audited consolidated balance sheet of the Company (or, in the
case of financial statements as of and for the year ended December 31, 2006, the
Operating Subsidiary) as of the end of such year and audited consolidated
statements of income and cash flow for such year, which year-end financial
statements shall be prepared in accordance with US GAAP consistently applied and
accompanied by an unqualified opinion of a "big four" firm of independent public
accountants; and (iii) at least thirty (30) days prior to the end of each fiscal
year of the Group, the annual budget of the Group for the next fiscal year. In
addition, upon the written request by any Preferred Shareholder, which, together
with its Affiliates, owns at least twenty-five percent (25%) of the Series A
Conversion Shares or at least twenty-five percent (25%) of the Series B
Conversion Shares, as the case may be, the Company shall provide any other
information to such holder as such holder may reasonably request.

          (b) Notwithstanding anything in this Agreement to the contrary, the
Company may cease providing the information set forth in this Section 3.1(a)
during the period starting from the date sixty (60) days prior to the Company's
good faith estimate of the effective date of,


                                       9



and ending on a date one hundred eighty (180) days after the effective date of,
the Registration effecting the Company' initial public offering pursuant to a
Registration Statement, provided that such estimated date of the Registration
Statement is not postponed by more than ninety (90) days.

          3.2 Information and Inspection Rights. The Company covenants and
agrees that, commencing on the date of this Agreement,

          (a) Each Preferred Shareholder, which, together with its Affiliates,
owns at least twenty-five percent (25%) of the Series A Conversion Shares or at
least twenty-five percent (25%) of the Series B Shares, as the case may be,
shall have standard inspection rights of the facilities, records and books of
the Group, including without limitation, discussing the business, operations and
conditions of the Group with its directors, officers, employees, accountants,
legal counsel and investment bankers, provided that (i) such rights shall be
exercised reasonably and at the expense of such holder and (ii) the Company
shall not be obligated to provide information which, in the reasonable opinion
of the Company, would be highly confidential relating to the business and
operations of the Company or would adversely affect the attorney-client
privilege between the Company and its counsel; and

          (b) the Company shall, as soon as reasonably practicable, notify each
Preferred Shareholder of all matters which in the Company's reasonable opinion
is reasonably expected to cause a material adverse change to the ability of the
Company and its subsidiaries to conduct their respective businesses as now
conducted or own, use or lease their respective assets and properties as now
owned, used or leased.

          3.3 Confidentiality. Each Preferred Shareholder agrees that it will
keep confidential and will not disclose, divulge or use for any purpose, other
than to monitor its investment in the Company, any confidential information
obtained from any Group Company pursuant to the terms of this Agreement, unless
such confidential information (i) is known or becomes known to the public in
general (other than as result of a breach of this Section 3.3) by such Preferred
Shareholder), (ii) is or has been independently developed or conceived by the
such Preferred Shareholder without use of the Company's confidential information
or (iii) is or has been made known or disclosed to such Preferred Shareholder by
a third party without a breach of any obligation of confidentiality such third
party may have to the Company; provided, however, that such Preferred
Shareholder may disclose confidential information (a) to its attorneys,
accountants, consultants and other professionals to the necessary to obtain
their services in connection with monitoring its investment in the Company, (b)
to any prospective investor of any Registrable Securities from such Preferred
Shareholder as long as such prospective investor agrees to be bound by the
provisions of this Section 3.3, (c) to any Affiliate, partner, member,
stockholder or wholly owned subsidiary of such Preferred Shareholder on a "need
to know" basis, or (d) as may otherwise be required by law, provided that such
Preferred Shareholder takes reasonable steps to minimize the extent of any such
required disclosure. Such Preferred Shareholder shall be liable for any breach
of this Section 3.3 by any person set forth in clauses (a), (b) and (c) of the
preceding sentence in this Section 3.3.

     SECTION 4. Corporate Governance.


                                       10



          4.1 Board Composition.

          (a) The Board shall consist of no more than seven (7) directors. The
alteration of the maximum size of the Board shall require the affirmative votes
of at least the Majority of the Series A Shareholders and the Lead Series B
Shareholder, voting separately as two classes. The board of directors of the
Operating Subsidiary shall consist of nine (9) directors, four (4) of which
shall be appointed by the Company, one (1) of which shall be appointed by the
Series A Shareholder and one (1) of which shall be appointed by the Lead Series
B Shareholder.

          (b) If and for so long as the Series A Shareholder, together with its
Affiliates, holds at least thirty-three percent (33%) of the Series A Conversion
Shares, the Series A Shareholder shall be entitled to appoint, or to remove from
office and replace one (1) person as a director of each of the Company and the
Operating Subsidiary (the "SERIES A NOMINEE"), following prior consultation with
the Company. If the Series A Shareholder, together with its Affiliates, ceases
to hold at least thirty-three percent (33%) of the Series A Conversion Shares,
the Series A Shareholder shall remove the Series A Nominee, or cause the Series
A Nominee to resign, from the board of directors of each of the Company and the
Operating Subsidiary, in each case, immediately following the appointment by the
Founder of a replacement director therefor.

          (c) If and for so long as the Lead Series B Shareholder, together with
its Affiliates, holds at least thirty-three percent (33%) of the Series B
Conversion Shares, the Lead Series B Shareholder shall be entitled to appoint,
or to remove from office and replace a person to each of the board of directors
of the Company and the Operating Subsidiary (each, a "SERIES B NOMINEE" and
together with the Series A Nominee, the "PREFERRED SHAREHOLDER NOMINEES"),
following prior consultation with the Company. If the Lead Series B Shareholder,
together with its Affiliates, ceases to hold at least thirty-three percent (33%)
of the Series B Conversion Shares, the Lead Series B Shareholder shall remove
the Series B Nominee, or cause the Series B Nominee to resign, from the board of
directors of each of the Company and the Operating Subsidiary, in each case,
immediately following the appointment by the Founder of a replacement director
therefor. Any appointment or removal of independent directors of the Company
and/or its Subsidiaries shall be subject to the written consent of the Series B
Nominee, if any.

          (d) The Preferred Shareholders shall procure that their respective
nominees that are directors of the Operating Subsidiary shall cast their votes
or otherwise act in ways that are consistent with the board resolutions and/or
shareholder resolutions of the Company.

          (e) The Preferred Shareholder Nominees shall have the right to appoint
alternates or proxies to attend any meeting of the Board or the board of
directors of the Operating Subsidiary and to vote on matters before the Board or
the board of directors of the Operating Subsidiary on the behalf of the
Preferred Shareholders.

          (f) The Founder agrees that, at each meeting of the shareholders of
the Company called for the purpose of electing the members of the Board, it
shall vote all of its shares in the Company to elect each Preferred Shareholder
Nominee as a member of the Board. The Company agrees that, at each meeting of
the shareholders of the Operating Subsidiary for the purpose of electing the
members of the board of the Operating Subsidiary, it shall vote all of


                                       11



its equity interest in the Operating Subsidiary and take all other necessary
steps and actions to nominate, designate and elect each of the Series A Nominee
and the Series B Nominee as a member of the board of the Operating Subsidiary.

          4.2 Audit Committee. The Company shall establish and maintain an Audit
Committee, which shall consist of no more than five (5) directors and include
the Series A Nominee and the Series B Nominee. The chairperson of the Audit
Committee shall be designated by the mutual agreement of the Series A Nominee
and the Series B Nominee.

          4.3 Compensation Committee. The Company shall establish and maintain a
Compensation Committee, which shall consist of no more than five (5) directors.
The Compensation Committee shall make recommendations to the full Board for such
matters as management compensation, the Company's benefit plans, and matters
relating to the Company's option plans, if any, which shall include the Series A
Nominee and the Series B Nominee.

          4.4 Other Board Committees. All other Board committees formed from
time to time shall include the Series A Nominee and the Series B Nominee as
members.

          4.5 Meetings of the Board; Quorum; Telephonic Meetings. The Board
shall meet at least once every three calendar months. A quorum for any meeting
of the Board shall consist of more than fifty percent (50%) of all the
directors, provided that the quorum shall include the Series A Nominee and the
Series B Nominee. The quorum for any committee meeting of the Board shall
include the Series A Nominee and the Series B Nominee. The Directors may
participate in a meeting of the Board by means of a conference telephone or
other communication equipment through which all persons participating in such
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

          4.6 Action by Written Consent. Any action required or permitted to be
taken by the Board, either at a meeting or otherwise, may be taken without a
meeting if the Directors unanimously consent thereto in writing and the writing
or writings are filed with the minutes of the meeting of the Board.

          4.7 Expenses. The Company shall reimburse the Preferred Shareholder
Nominee for all reasonable expenses incurred by such nominee relating to Board's
activities, including but not limited to, expenses incurred to attend Board
meetings.

          4.8 Indemnification. The Company's Memorandum of Association or
Articles of Association shall provide for indemnification for the directors of
the Company to the extent permissible under applicable law.

          4.9 Governance of Subsidiaries. Each party hereto will use its best
efforts to procure that the Operating Subsidiary and any other Group Company
take actions only as directed or permitted by the Company's Board of Directors.

     SECTION 5. Right of Participation.

          5.1 Right of Participation With Respect to New Securities. Subject to
the provisions of Sections 5.2 and 5.3, the Company grants to each holder of the
Preferred Shares


                                       12



then outstanding the right of participation (the "RIGHT OF PARTICIPATION") to
purchase its Pro Rata Share of New Securities which the Company may, from time
to time prior to the Qualified IPO, propose to allot and issue; provided that,
with respect to each such proposed allotment and issuance, (i) no Series A
Shareholder may exercise its Right of Participation unless the Majority of the
Series A Shareholders elect to exercise such right and (ii) no Series B
Shareholder may exercise its Right of Participation unless the Lead Series B
Shareholder elects to exercise such right. The Company shall offer to each
holder of the Preferred Shares for subscription up to its Pro Rata Share of the
New Securities on the same terms and at the same price at which the Company
proposes to allot and issue the New Securities.

          5.2 Issuance Notice.

          (a) In the event the Company proposes to issue New Securities, it
shall give the holders of the Preferred Shares then outstanding a written notice
(the "ISSUANCE NOTICE") of the Company's intention, describing the type of New
Securities, the price, the terms upon which the Company proposes to issue the
same, an offer for subscription the aggregate number of New Securities that
holders of the Series A Shares as a single class and holders of the Series B
Shares as a single class are each entitled to purchase pursuant to Section 5.1
of this Agreement, a statement that all such holders shall have thirty (30) days
from the date of receipt of the Issuance Notice to accept the offer for
subscription under the Issuance Notice (the "ISSUANCE NOTICE PERIOD), and a
statement that no such holder shall be entitled to exercise the Right of
Participation unless (i) in the case of the Series A Shareholders, the Majority
of the Series A Shareholders must exercise such right and (ii) in the case of
the Series B Shareholders, the Lead Series B Shareholder must exercise such
right.

          (b) If the Majority of the Series A Shareholders elect to exercise the
Right of Participation within the Issuance Notice Period, each such holder may
elect to purchase up to its Pro Rata Share of the New Securities for the price
and upon the terms specified in the Issuance Notice by (a) giving written notice
to the Company within the Issuance Notice Period and (b) sending payment for its
Pro Rata Share of New Securities to the Company.

          (c) If the Lead Series B Shareholder elects to exercise the Right of
Participation within the Issuance Notice Period, each such holder may elect to
purchase up to its Pro Rata Share of the New Securities for the price and upon
the terms specified in the Issuance Notice by (a) giving written notice to the
Company within the Issuance Notice Period and (b) sending payment for its Pro
Rata Share of New Securities to the Company.

          5.3 Sale of New Securities.

          (a) If the Majority of the Series A Shareholders fail to exercise the
Right of Participation within the Issuance Notice Period, the Company shall have
sixty (60) days thereafter to sell or enter into an agreement (pursuant to which
the sale of New Securities covered by the Issuance Notice shall be closed, if at
all, within thirty (30) days after the date of such agreement) to allot and
issue the New Securities, at a price and upon general terms no more favorable to
the subscriber of the New Securities than specified in the Issuance Notice. If
the number of New Securities which the Majority of the Series A Shareholders
elect to subscribe in the aggregate is less the aggregate number of New
Securities that the Series A Shareholders are


                                       13



entitled to purchase as stated in the Issuance Notice, the Company shall have
sixty (60) days thereafter to sell or enter into an agreement (pursuant to which
the sale of New Securities covered by the Issuance Notice shall be closed, if at
all, within thirty (30) days after the date of such agreement) to allot and
issue up to such number of the New Securities as equal to the difference between
the number of New Securities which the Majority of the Series A Shareholders
elect to subscribe in the aggregate and the aggregate number of New Securities
that the Series A Shareholders are entitled to purchase as stated in the
Issuance Notice, at a price and upon general terms no more favorable to the
subscriber of the New Securities than specified in the Issuance Notice. In the
event the Company has not allotted and issued the New Securities within this
ninety (90) day period, the Company shall not thereafter allot or issue any New
Securities without first offering the New Securities to holders of the Series A
Shares in the manner provided above.

          (b) If the Lead Series B Shareholder fails to exercise the Right of
Participation within the Issuance Notice Period, the Company shall have sixty
(60) days thereafter to sell or enter into an agreement (pursuant to which the
sale of New Securities covered by the Issuance Notice shall be closed, if at
all, within thirty (30) days after the date of such agreement) to allot and
issue the New Securities, at a price and upon general terms no more favorable to
the subscriber of the New Securities than specified in the Issuance Notice. If
the number of New Securities which the Lead Series B Shareholder elects to
subscribe in the aggregate is less the aggregate number of New Securities that
the Series B Shareholders are entitled to purchase as stated in the Issuance
Notice, the Company shall have sixty (60) days thereafter to sell or enter into
an agreement (pursuant to which the sale of New Securities covered by the
Issuance Notice shall be closed, if at all, within thirty (30) days after the
date of such agreement) to allot and issue up to such number of the New
Securities as equal to the difference between the number of New Securities which
the Lead Series B Shareholder elects to subscribe in the aggregate and the
aggregate number of New Securities that the Series B Shareholders are entitled
to purchase as stated in the Issuance Notice, at a price and upon general terms
no more favorable to the subscriber of the New Securities than specified in the
Issuance Notice. In the event the Company has not allotted and issued the New
Securities within this ninety (90) day period, the Company shall not thereafter
allot or issue any New Securities without first offering the New Securities to
holders of the Series B Shares in the manner provided above.

     SECTION 6. Right of First Refusal; Co-Sale Right.

          6.1 Right of First Refusal.

          (a) Subject to the provisions of this Section 6.1 and Sections 6.5 and
6.7 of this Agreement, if the Founder proposes to sell or otherwise transfer,
directly or indirectly ("TRANSFER"), any interest in any Ordinary Shares or
other voting securities of the Company now owned or subsequently acquired by the
Founder (the "FOUNDER SHARES"), then each holder of the Preferred Shares shall
have a right of first refusal (the "RIGHT OF FIRST REFUSAL") to purchase the
Founder Shares proposed to be Transferred; provided that with respect each such
Transfer, (i) no Series A Shareholder may exercise its Right of First Refusal
unless the Majority of the Series A Shareholders elect to exercise such right
and (ii) no Series B Shareholder may exercise its Right of First Refusal unless
the Lead Series B Shareholder elects to exercise such right.


                                       14



          (b) The Founder shall give a written notice (the "TRANSFER NOTICE") to
each holder of the Preferred Shares describing fully the proposed Transfer,
including the number of shares proposed to be Transferred, the proposed Transfer
price, the name and address of the proposed Transferee and a statement that no
such holder may exercise the Right of First Refusal unless (i) in the case of
the Series A Shareholders, the Majority of the Series A Shareholders must
exercise such right and (ii) in the case of the Series B Shareholders, the Lead
Series B Shareholder must exercise such right. The Transfer Notice shall be
accompanied by a written certification by the Founder that the proposed
transferee is a bona fide purchaser and the Transfer Notice constitutes a
binding commitment of the Founder and the proposed transferee, with or without
conditions, for the Transfer of that Founder Shares subject to the Right of
First Refusal of the Majority of the Series A Preferred Shareholders or the Lead
Series B Shareholder, as the case may be.

          (c) The holders of the Preferred Shares shall then have the right to
purchase up to all of the Founder Shares subject to the Transfer Notice at a
price per share equal to the proposed per share transfer price, by delivery of a
notice of exercise of the Right of First Refusal within thirty (30) days after
the date the Transfer Notice is delivered to such holders; provided that (i) in
the case of the Series A Shareholders, the Majority of the Series A Shareholders
has elected to exercise the Right of First Refusal and (ii) in the case of the
Series B Shareholders, the Lead Series B Shareholder has elected to exercise the
Right of First Refusal.

          6.2 Co-Sale Right.

          (a) General. If the Founder proposes to Transfer any Founder Shares or
any interest therein to any person or entity, each holder of the Preferred
Shares shall have the right, exercisable upon written notice to the Founder
within thirty (30) days after the date the Transfer Notice is delivered to such
holder, to participate in such sale of the Founder Shares on substantially the
same terms and conditions applicable to the Founder (the "CO-SALE RIGHT");
provided, however, that (i) the Co-Sale Right shall not apply to any Transfer of
Founder Shares pursuant to the exercise of the Right of First Refusal under
Section 6.1 and (ii) with respect to each such Transfer, (A) no Series A
Shareholder may exercise its Co-Sale Right unless the Majority of the Series A
Shareholders elect to exercise such right and (B) no Series B Shareholder may
exercise its Co-Sale Right unless the Lead Series B Shareholder elects to
exercise such right.

          (b) Notice of Exercise.

               (i) Notice of exercise of the Co-Sale Right shall indicate the
number of Founder Shares each holder of the Preferred Shares wishes to Transfer
under the Co-Sale Right and include an acknowledgment from such holder that it
may not exercise its Co-Sale Right unless (A) in the case of the Series A
Shareholders, the Majority of the Series A Shareholders must exercise such right
and (ii) in the case of the Series B Shareholders, the Lead Series B Shareholder
must exercise such right.

               (ii) If the Majority of the Series A Shareholders elect to
exercise the Co-Sale Right, the holders of the Series A Shares may Transfer in
the aggregate up to the number of shares of Founder Shares equal to the product
obtained by multiplying the aggregate


                                       15



number of the Founder Shares proposed to be Transferred as set out in the
Transfer Notice by a fraction, (x) the numerator of which is the number of
Shares held in the aggregate by such Majority of the Series A Shareholders
immediately before the Transfer and (y) the denominator of which is the total
number of the Shares held, in the aggregate, by the Founder and such Majority of
the Series A Shareholders immediately before the Transfer. If the Majority of
the Series A Shareholders exercise their Co-Sale Right in accordance with the
terms and conditions set forth in this Section 6.2, the Founder may Transfer its
Shares only if the proposed transferee completes the purchase of the shares
which such Majority of the Series A Shareholders seek to sell pursuant to the
exercise of the Co-Sale Right.

               (iii) If the Lead Series B Shareholder elects to exercise the
Co-Sale Right, the holders of the Series B Shares may Transfer in the aggregate
up to the number of shares of Founder Shares equal to the product obtained by
multiplying the aggregate number of the Founder Shares proposed to be
Transferred as set out in the Transfer Notice by a fraction, (x) the numerator
of which is the number of Shares held in the aggregate by such Lead Series B
Shareholder immediately before the Transfer and (y) the denominator of which is
the total number of the Shares held, in the aggregate, by the Founder and such
Lead Series B Shareholder immediately before the Transfer. If the Lead Series B
Shareholder exercises its Co-Sale Right in accordance with the terms and
conditions set forth in this Section 6.2, the Founder may Transfer its Shares
only if the proposed transferee completes the purchase of the shares which such
Lead Series B Shareholder seeks to sell pursuant to the exercise of the Co-Sale
Right.

          (c) Delivery of Certificates.

               (i) The Majority of the Series A Shareholders shall effect their
participation in the Transfer under this Section 6.2 by, promptly or no later
than fifteen (15) days after the exercise of such Majority of the Series A
Shareholders of the Co-Sale Right, delivering to the Founder for Transfer to the
prospective purchaser one or more certificates, properly endorsed for Transfer,
which represent the type and number of the Series A Shares which such Majority
of the Series A Shareholders elect to Transfer; provided, however, that if the
prospective purchaser objects to the delivery of the Series A Shares in lieu of
Ordinary Shares, such Majority of the Series A Shareholders shall first convert
the Series A Shares into Ordinary Shares and deliver Ordinary Shares as provided
in this Section 6.2. The Company agrees to make any such conversion concurrent
with and contingent upon the actual Transfer of such shares to the prospective
purchaser.

               (ii) The Lead Series B Shareholder shall effect its participation
in the Transfer under this Section 6.2 by, promptly or no later than fifteen
(15) days after the exercise of such Lead Series B Shareholder of the Co-Sale
Right, delivering to the Founder for Transfer to the prospective purchaser one
or more certificates, properly endorsed for Transfer, which represent the type
and number of the Series B Shares which such Lead Series B Shareholder elects to
Transfer; provided, however, that if the prospective purchaser objects to the
delivery of the Series B Shares in lieu of Ordinary Shares, such Lead Series B
Shareholder shall first convert the Series B Shares into Ordinary Shares and
deliver Ordinary Shares as provided in this Section 6.2. The Company agrees to
make any such conversion concurrent with and contingent upon the actual Transfer
of such shares to the prospective purchaser.


                                       16



          (d) Sales Proceeds.

               (i) The stock certificate or certificates that the Majority of
the Series A Shareholders deliver to the Founder pursuant to Section 6.2(c)(i)
shall be transferred to the prospective purchaser in consummation of the sale of
the Founder Shares pursuant to substantially the same terms and conditions as
specified in the Transfer Notice, and the Founder shall upon receiving the same
from the prospective purchaser concurrently remit to each holder constituting
such Majority of the Series A Shareholders on a prorated basis the portion of
the sale proceeds to which such Majority of the Series A Shareholders is
entitled by reason of its participation in the Transfer. To the extent that any
prospective purchaser or purchasers prohibit assignment or otherwise refuse to
purchase shares or other securities from such Majority of the Series A
Shareholders, the Founder shall not Transfer to the prospective purchaser or
purchasers any Series A Shares unless and until, simultaneously with the sale,
the Founder purchases those shares or other securities from such Majority of the
Series A Shareholders.

               (ii) The stock certificate or certificates that the Lead Series B
Shareholder deliver to the Founder pursuant to Section 6.2(c)(ii) shall be
transferred to the prospective purchaser in consummation of the sale of the
Founder Shares pursuant to substantially the same terms and conditions as
specified in the Transfer Notice, and the Founder shall upon receiving the same
from the prospective purchaser concurrently remit to the Lead Series B
Shareholder on a prorated basis the portion of the sale proceeds to which the
Lead Series B Shareholder is entitled by reason of its participation in the
Transfer. To the extent that any prospective purchaser or purchasers prohibit
assignment or otherwise refuse to purchase shares or other securities from the
Lead Series B Shareholder, the Founder shall not Transfer to the prospective
purchaser or purchasers any Series A Shares unless and until, simultaneously
with the sale, the Founder purchases those shares or other securities from the
Lead Series B Shareholder.

          (e) Purchase and Sales Agreement. The terms and conditions of any sale
pursuant to this Section 6.2 shall be memorialized in, and governed by, a
written purchase and sales agreement with customary terms and provisions for
such a transaction; provided that the Majority of the Series A Shareholders or
the Majority of the Series A Shareholders, as the case may be, shall not be
required to give any representations or warranties other than those reasonably
requested relating to its title in and ownership of the shares and information
relating to such majority or in connection with complying with the relevant
exemptions of the Securities Act.

          6.3 Sale by the Founder. Subject to Section 6.6, if and to the extent
that either or both of the Majority of the Series A Shareholders or the Lead
Series B Shareholder do not exercise its Right of First Refusal or Co-Sale Right
with respect to the sale of the Founder Shares subject to the Transfer Notice
within the relevant prescribed period, the Founder may, not later than ninety
(90) days following delivery to such Majority of the Series A Shareholders
and/or the Lead Series B Shareholder, as the case may be, of the Transfer
Notice, conclude a bona fide Transfer of all of the Founder Shares covered by
the Transfer Notice on terms and conditions not more favorable to the transferee
or transferor than those described in the Transfer Notice. Any proposed Transfer
on terms and conditions more favorable than those described in the Transfer
Notice, as well as any subsequent proposed transfer of any Founder Shares by the
Founder, shall


                                       17



again be subject to the Right of First Refusal and the Co-Sale Right held by the
Majority of the Series A Shareholders and/or the Lead Series B Shareholder, as
the case may be, and shall require compliance by the Founder with the procedures
described in this Section 6.

          6.4 No Adverse Effect. The exercise or non-exercise by either or both
of the Majority of the Series A Shareholders or the Lead Series B Shareholder of
the Right of First Refusal or the Co-Sale Right shall not adversely affect their
rights to participate in subsequent transfers of Founder Shares by the Founder
subject to the provisions of this Section 6.

          6.5 Exempt Transfers.

          (a) Notwithstanding the foregoing, the Right of Refusal and the
Co-Sale Right shall not apply to any transfer or transfers of Founder Shares by
the Founder to its Affiliates or the Company's employees, provided that such
employee transferee shall agree to the same transfer restrictions set out in
this Section 6.

          (b) Notwithstanding the foregoing, the Right of First Refusal or the
Co-Sale Right shall not apply to the sale of any Founder Shares to the public
pursuant to a Registration Statement filed with, and declared effective by, the
Commission under the Securities Act (or with respect to a Registration in a
jurisdiction other than the United States, with or by an equivalent agency under
applicable law in such jurisdiction).

          6.6 Prohibited Transfer. No sale of the Shares to a transferee under
Section 6.5 shall be effective if a purpose or effect of such transfer shall
have been to circumvent the provisions in Sections 6.1 and 6.2. Each Shareholder
shall remain responsible for the performance of this Agreement by each
transferee of such Shareholder to whom the Shares are transferred. If any
Affiliate of any Shareholder to whom the Shares are transferred pursuant to
Section 6.5 ceases to be an Affiliate of such Shareholder from whom it acquired
such Shares pursuant to such provision, such Person shall re-convey such Shares
to such transferring Shareholder as soon as reasonably practicable after such
Person knows of its upcoming change of status immediately prior thereto. If such
change of status is not known until after its occurrence, the former Affiliate
shall make such transfer to such transferring Shareholder as soon as practicable
after the former Affiliate receives notice thereof.

          6.7 Restrictions on the Transfer by the Preferred Shareholders. Any
Preferred Shares, or any classes of shares of the Company, held by the Preferred
Shareholders are freely transferable, subject to restrictions under applicable
laws, provided, however, that (i) the holders of the Preferred Shares shall give
advance written notice to the Company with respect to a proposed transfer of
such shares, and (ii) such holders shall not transfer such shares to any Person
whose principal business is, in the good faith determination of two-thirds of
the members of the Board (not counting the Series A Nominees in the event that
the Series A Shares are being proposed to be transferred and not counting the
Series B Nominees in the event that the Series B Shares are being proposed to be
transferred), in direct competition with the principal business of the Company
at the time of such transfer. In addition to the foregoing, for a period of one
year (1) following the date of the Series A Shareholders Agreement, the Series A
Shareholder (or its Affiliates) shall not transfer shares of the Company
representing, on an aggregated basis, more than 50% of the Series A Shares (as
determined on a fully-diluted, as-converted basis) to a


                                       18



Person other than Affiliates of the Series A Shareholder without the prior
written consent of the Company, which consent shall not be unreasonably
withheld.

     SECTION 7. Demand Registration.

          7.1 Request for Registration on Form Other Than Form F-3.

          (a) Subject to the terms of this Agreement, in the event that the
Company receives from the Series A Initiating Holders at any time six (6) months
after the closing of the Company's initial public offering of Ordinary Shares
under a Registration Statement (other than a Registration of securities in a
Rule 145 transaction or of securities being offered to the employees of the
Group Companies pursuant to a stock option, stock purchase or similar plan, a
Registration on any form that does not include substantially the same
information as would be required to be included in a Registration Statement
covering the sale of the Registrable Securities, or a Registration in which the
only Ordinary Shares issuable upon conversion of debt securities that are also
being Registered), a written request that the Company effect any Registration
with respect to the Series A Registrable Securities on a form other than Form
F-3 for an offering of the then outstanding Series A Registrable Securities, the
Company shall (x) within ten (10) days of the receipt thereof, give written
notice of the proposed Registration to all other holders of the Registrable
Securities, and (y) as soon as practicable, use commercially reasonable efforts
to effect the Registration of the Series A Registrable Securities specified in
the request, together with any Registrable Securities of any other Holder of
Registrable Securities as are specified in a written request from such Holder
given within twenty (20) days after written notice from the Company. The Company
shall not be obligated to take any action to effect any Registration pursuant to
this Section 7.1(a) after the Company has effected two (2) Registrations
pursuant to this Section 7.1(a) and each Registration has been declared
effective. The substantive provisions of Section 7.5 in respect of the Series A
Registrable Securities shall be applicable to the Registration initiated under
this Section 7.1(a).

          (b) Subject to the terms of this Agreement, in the event that the
Company receives from the Series B Initiating Holders at any time six (6) months
after the closing of the Company's initial public offering of Ordinary Shares
under a Registration Statement (other than a Registration of securities in a
Rule 145 transaction or of securities being offered to the employees of the
Group Companies pursuant to a stock option, stock purchase or similar plan, a
Registration on any form that does not include substantially the same
information as would be required to be included in a Registration Statement
covering the sale of the Registrable Securities, or a Registration in which the
only Ordinary Shares issuable upon conversion of debt securities that are also
being Registered), a written request that the Company effect any Registration
with respect to the Series B Registrable Securities on a form other than Form
F-3 for an offering of the then outstanding Series B Registrable Securities, the
Company shall (x) within ten (10) days of the receipt thereof, give written
notice of the proposed Registration to all other holders of the Registrable
Securities, and (y) as soon as practicable, use commercially reasonable efforts
to effect the Registration of the Series B Registrable Securities specified in
the request, together with any Registrable Securities of any other Holder of
Registrable Securities as are specified in a written request from such Holder
given within twenty (20) days after written notice from the Company. The Company
shall not be obligated to take any action to effect any Registration pursuant to
this Section 7.1(b) after the Company has effected two (2) Registrations


                                       19



pursuant to this Section 7.1(b) and each Registration has been declared
effective. The substantive provisions of Section 7.5 in respect of the Series B
Registrable Securities shall be applicable to the Registration initiated under
this Section 7.1(b).

          7.2 Request for Registration on Form F-3.

          (a) If the Series A Initiating Holders request that the Company file a
Registration Statement on Form F-3 (or any successor form to Form F-3, or any
comparable form for a Registration in a jurisdiction other than the United
States) for a public offering, of shares of Series A Registrable Securities, the
reasonably anticipated aggregate price to the public of which, net of Selling
Expenses, would not be less than US$5,000,000, and the Company is a registrant
entitled to use Form F-3 or comparable form to Register the Series A Registrable
Securities for an offering, the Company shall use commercially reasonable
efforts to cause those Series A Registrable Securities to be Registered for the
offering on that form and to cause those Series A Registrable Securities to be
qualified in jurisdictions as the Holder or Holders of the Series A Registrable
Shares may reasonably request. The Company shall not be required to effect more
than one Registration pursuant to this Section 7.2(a) in any twelve (12) month
period. The substantive provisions of Section 7.5 in respect of the Series A
Registrable Securities shall be applicable to each Registration initiated under
this Section 7.2(a).

          (b) If the Series B Initiating Holders request that the Company file a
Registration Statement on Form F-3 (or any successor form to Form F-3, or any
comparable form for a Registration in a jurisdiction other than the United
States) for a public offering, of shares of Series B Registrable Securities, the
reasonably anticipated aggregate price to the public of which, net of Selling
Expenses, would not be less than US$5,000,000, and the Company is a registrant
entitled to use Form F-3 or comparable form to Register the Series B Registrable
Securities for an offering, the Company shall use commercially reasonable
efforts to cause those Series B Registrable Securities to be Registered for the
offering on that form and to cause those Series B Registrable Securities to be
qualified in jurisdictions as the Holder or Holders of the Series B Registrable
Shares may reasonably request. The Company shall not be required to effect more
than one Registration pursuant to this Section 7.2(b) in any twelve (12) month
period. The substantive provisions of Section 7.5 in respect of the Series B
Registrable Securities shall be applicable to each Registration initiated under
this Section 7.2(b).

          7.3 Right of Deferral. Notwithstanding anything in this Section 7 to
the contrary, the Company shall not be obligated to file a Registration
Statement pursuant to this Section 7:

          (a) in any particular jurisdiction in which the Company would be
required to execute a general consent to service of process in effecting that
Registration, qualification, or compliance, unless the Company is already
subject to service in that jurisdiction and except as may be required by the
Securities Act or other applicable law in a jurisdiction other than the United
States in which the Registration is being effected;

          (b) if the Company, within fifteen (15) days of the receipt of the
request of any Series A Initiating Holder(s), gives notice of its bona fide
intention to effect the filing of a Registration Statement with the Commission
or comparable regulatory agency for a Registration


                                       20



in a jurisdiction other than the United States (other than a Registration of
securities in a Rule 145 transaction or of securities being offered to the
employees of the Group Companies pursuant to a stock option, stock purchase or
similar plan, a registration relating to a corporate reorganization, a
registration on any form that does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Series A Registrable Securities, or a registration in
which the only Ordinary Shares being registered is Ordinary Shares issuable upon
conversion of debt securities that are also being registered), then the Company
shall have the right to defer such filing for a period of not more than one
hundred twenty (120) days after receipt of the request of the Holders of the
Series A Registrable Shares requesting Registration pursuant to Section 7.1(a)
or Section 7.2(a), provided that the Company may not utilize this right more
than once in every twelve (12) month period and that the Company shall not
Register any other shares during such twelve (12) month period. Any Registration
of Series A Registrable Securities as a result of such efforts shall be deemed
to have been initiated by the Company, not by the Series A Initiating Holders
under Section 7.1(a), and the original request by the Series A Initiating
Holders to Register Registrable Securities shall instead be deemed a request to
include the Series A Registrable Securities specified in the request in such
Registration under Section 8;

          (c) if the Company, within fifteen (15) days of the receipt of the
request of any Series B Initiating Holder(s), gives notice of its bona fide
intention to effect the filing of a Registration Statement with the Commission
or comparable regulatory agency for a Registration in a jurisdiction other than
the United States (other than a Registration of securities in a Rule 145
transaction or of securities being offered to the employees of the Group
Companies pursuant to a stock option, stock purchase or similar plan, a
registration relating to a corporate reorganization, a registration on any form
that does not include substantially the same information as would be required to
be included in a registration statement covering the sale of the Series B
Registrable Securities, or a registration in which the only Ordinary Shares
being registered is Ordinary Shares issuable upon conversion of debt securities
that are also being registered), then the Company shall have the right to defer
such filing for a period of not more than one hundred twenty (120) days after
receipt of the request of the Holders of the Series B Registrable Shares
requesting Registration pursuant to Section 7.1(b) or Section 7.2(b), provided
that the Company may not utilize this right more than once in every twelve (12)
month period and that the Company shall not Register any other shares during
such twelve (12) month period. Any Registration of Series B Registrable
Securities as a result of such efforts shall be deemed to have been initiated by
the Company, not by the Series B Initiating Holders under Section 7.1(b), and
the original request by the Series B Initiating Holders to Register Registrable
Securities shall instead be deemed a request to include the Series B Registrable
Securities specified in the request in such Registration under Section 8;

          (d) within one hundred eighty (180) days immediately following the
effective date of any Registration Statement pertaining to the securities of the
Company (other than a Registration of securities in a Rule 145 transaction or of
securities being offered to the employees of the Group Companies pursuant to a
stock option, stock purchase or similar plan, a Registration relating to a
corporate reorganization, a Registration on any form that does not include
substantially the same information as would be required to be included in a
Registration Statement covering the sale of any Series A Registrable Securities
or any Series B Registrable


                                       21



Securities, or a Registration in which the only Ordinary Shares being Registered
is Ordinary Shares issuable upon conversion of debt securities that are also
being Registered);

          (e) in the case of a proposed Registration under Section 7.1(a) or
Section 7.2(a), if the Company furnishes to the Series A Initiating Holders a
certificate signed by the President of the Company stating that in the good
faith judgment of the Board it would be materially detrimental to the Company
and its shareholders for a Registration Statement to be filed in the near
future. Then the Company's obligation to use its commercially reasonable efforts
to file a Registration Statement shall be deferred for a period not to exceed
one hundred twenty (120) days from the receipt of the request to file the
Registration by such Holder provided that the Company shall not exercise the
right contained in this Section 7.3(e) more than once in any twelve (12) month
period and provided further, that during such one hundred twenty (120) day
period the Company shall not file a Registration Statement with respect to the
public offering of securities of the Company (other than a Registration of
securities in a Rule 145 transaction or of securities being offered to the
employees of the Group Companies pursuant to a stock option, stock purchase or
similar plan, a Registration on any form that does not include substantially the
same information as would be required to be included in a Registration Statement
covering the sale of the Series A Registrable Securities, or a Registration in
which the only Ordinary Shares issuable upon conversion of debt securities that
are also being Registered); or

          (f) in the case of a proposed Registration under Section 7.1(b) or
Section 7.2(b), if the Company furnishes to the Series B Initiating Holders a
certificate signed by the President of the Company stating that in the good
faith judgment of the Board it would be materially detrimental to the Company
and its shareholders for a Registration Statement to be filed in the near
future. Then the Company's obligation to use its commercially reasonable efforts
to file a Registration Statement shall be deferred for a period not to exceed
one hundred twenty (120) days from the receipt of the request to file the
Registration by such Holder provided that the Company shall not exercise the
right contained in this Section 7.3(f) more than once in any twelve (12) month
period and provided further, that during such one hundred twenty (120) day
period the Company shall not file a Registration Statement with respect to the
public offering of securities of the Company (other than a Registration of
securities in a Rule 145 transaction or of securities being offered to the
employees of the Group Companies pursuant to a stock option, stock purchase or
similar plan, a Registration on any form that does not include substantially the
same information as would be required to be included in a Registration Statement
covering the sale of the Series B Registrable Securities, or a Registration in
which the only Ordinary Shares issuable upon conversion of debt securities that
are also being Registered).

          7.4 Registration of Other Securities in Demand Registration. Any
Registration Statement filed pursuant to the request of any Holder under this
Section 7 may, subject to the provisions of Section 7.5, include Ordinary Shares
of the Company other than Registrable Securities.

          7.5 Underwriting in Demand Registration.

          (a) Notice of Underwriting.


                                       22



               (i) If the Series A Initiating Holders intend to distribute the
Series A Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as a part of their request made
pursuant to this Section 7, and the Company shall include that information in
the written notice referred to in Section 7.1(a) or 7.2(a) of this Agreement. In
such event, the right of any Holder of the Series A Registrable Securities to
Registration pursuant to this Section 7 shall be conditioned upon such Holder's
agreement to participate in the underwriting arrangement required by this
Section 7.5 in respect of the Series A Registrable Securities, and the inclusion
of that Holder's Series A Registrable Securities in the underwriting to the
extent provided herein. The Company shall (together with all Holders of the
Series A Registrable Securities proposing to distribute their securities through
the underwriting) enter into an underwriting agreement with the representative
(the "UNDERWRITERS' REPRESENTATIVE") of the underwriter or underwriters selected
for the underwriting by the Company and reasonably acceptable to Holders of a
majority of the Series A Registrable Securities that are being proposed to be
distributed through such underwriting.

               (ii) If the Series B Initiating Holders intend to distribute the
Series B Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as a part of their request made
pursuant to this Section 7, and the Company shall include that information in
the written notice referred to in Section 7.1(b) or 7.2(b) of this Agreement. In
such event, the right of any Holder of the Series B Registrable Securities to
Registration pursuant to this Section 7 shall be conditioned upon such Holder's
agreement to participate in the underwriting arrangement required by this
Section 7.5 in respect of the Series B Registrable Securities, and the inclusion
of that Holder's Series B Registrable Securities in the underwriting to the
extent provided herein. The Company shall (together with all Holders the Series
B Registrable Securities proposing to distribute their securities through the
underwriting) enter into an underwriting agreement with the representative (the
"UNDERWRITERS' REPRESENTATIVE") of the underwriter or underwriters selected for
the underwriting by the Company and reasonably acceptable to Holders of a
majority of the Series B Registrable Securities that are being proposed to be
distributed through such underwriting.

          (b) Inclusion of Other Holders in Demand Registration.

               (i) If the Company, officers or directors of the Company holding
Ordinary Shares other than Registrable Securities, or holders of securities
other than Registrable Securities, request inclusion of such Ordinary Shares or
other securities in the Registration, the Series A Initiating Holders or the
Series B Initiating Holders, as the case may be and to the extent they deem
advisable and consistent with the goals of that Registration, may, in their
reasonable discretion, on behalf of all Series A Holders (in the case of the
Series A Initiating Holders) or on behalf of all Series B Holders (in the case
of the Series B Initiating Holders), as the case may be, offer to any or all of
the Company, those officers or directors, and the holders of securities other
than Registrable Securities that such Ordinary Shares or other securities be
included in the underwriting and may condition that offer on the acceptance by
those persons of the terms of this Section 7.

               (ii) If the number of shares included pursuant to Section
7.5(b)(i) exceeds the number of shares of Series A Registrable Securities
included by all Holders of the Series A Registrable Securities, the Registration
shall be treated as governed by Section 8 of this


                                       23



Agreement in respect of the Series A Registrable Securities rather than this
Section 7, and it shall not count as a Registration for purposes of this Section
7 in respect of the Series A Registrable Securities.

               (iii) If the number of shares included pursuant to Section
7.5(b)(i) exceeds the number of shares of Series B Registrable Securities
included by all Holders of the Series B Registrable Securities, the Registration
shall be treated as governed by Section 8 of this Agreement in respect of the
Series B Registrable Securities rather than this Section 7, and it shall not
count as a Registration for purposes of this Section 7 in respect of the Series
B Registrable Securities.

          (c) Marketing Limitation in Demand Registration.

               (i) Notwithstanding anything in this Section 7 to the contrary,
if the Underwriters' Representative advises the Series A Initiating Holders in
writing that marketing factors (including, without limitation, the aggregate
number of Ordinary Shares requested to be Registered, the general condition of
the market, and the status of the persons proposing to sell securities pursuant
to the Registration) require a limitation of the number of shares to be
underwritten, then the Series A Initiating Holders shall so advise all Holders
of Series A Registrable Securities which would otherwise be underwritten
pursuant hereto, and the number of shares of Series A Registrable Securities
that may be included in the Registration and underwriting shall be allocated
among all Holders thereof in proportion, as nearly as practicable, to the
respective amounts of Series A Registrable Securities entitled to inclusion in
that Registration held by such Holders of the Series A Registrable Securities at
the time of filing the Registration Statement; provided that securities
described in Section 7.5(b)(i) shall first be excluded from such Registration,
and that at least twenty-five percent (25%) of the Registrable Securities
requested by the Series A Initiating Holders to be included in such Registration
and underwriting shall be so included. No Series A Registrable Securities or
other securities excluded from the underwriting by reason of this Section
7.5(c)(i) shall be included in such Registration Statement. To facilitate the
allocation of shares in accordance with the above provisions, the Company and
the Underwriters' Representative may round the number of shares allocated to any
Holder of the Series A Registrable Securities to the nearest one hundred (100)
shares.

               (ii) Notwithstanding anything in this Section 7 to the contrary,
if the Underwriters' Representative advises the Series B Initiating Holders in
writing that marketing factors (including, without limitation, the aggregate
number of Ordinary Shares requested to be Registered, the general condition of
the market, and the status of the persons proposing to sell securities pursuant
to the Registration) require a limitation of the number of shares to be
underwritten, then the Series B Initiating Holders shall so advise all Holders
of Series B Registrable Securities which would otherwise be underwritten
pursuant hereto, and the number of shares of Series B Registrable Securities
that may be included in the Registration and underwriting shall be allocated
among all Holders thereof in proportion, as nearly as practicable, to the
respective amounts of Series B Registrable Securities entitled to inclusion in
that Registration held by such Holders of the Series B Registrable Securities at
the time of filing the Registration Statement; provided that securities
described in Section 7.5(b)(i) shall first be excluded from such Registration,
and that at least fifteen percent (15%) of the Registrable


                                       24



Securities requested by the Series B Initiating Holders to be included in such
Registration and underwriting shall be so included. No Series B Registrable
Securities or other securities excluded from the underwriting by reason of this
Section 7.5(c)(ii) shall be included in such Registration Statement. To
facilitate the allocation of shares in accordance with the above provisions, the
Company and the Underwriters' Representative may round the number of shares
allocated to any Holder of the Series B Registrable Securities to the nearest
one hundred (100) shares.

          (d) Right of Withdrawal in Demand Registration. If any Holder of
Registrable Securities or, or a holder of other securities entitled (upon
request) to be included in such Registration, disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice to
the Company, the Underwriter's Representative, and the Series A Initiating
Holders or the Series B Initiating Holders, as the case may be, delivered at
least seven (7) Business Days prior to the effective date of the Registration
Statement. The securities so withdrawn shall also be withdrawn from the
Registration Statement, and such securities shall not be transferred in a public
distribution prior to one hundred eighty (180) days after the effective date of
such Registration, or such other period of time as the underwriters may require.

          7.6 Other Securities Laws in Demand Registration. In the event of any
Registration pursuant to this Section 7, the Company shall exercise its
commercially reasonable endeavors to Register and qualify the securities covered
by the Registration Statement under the securities laws of any other
jurisdictions in the United States as shall be reasonably appropriate for the
distribution of the securities; provided, however, that: (a) the Company shall
not be required to do business or to file a general consent to service of
process in any such state or jurisdiction; and (b) notwithstanding anything in
this Agreement to the contrary, in the event any jurisdiction in which the
securities shall be qualified imposes a non-waivable requirement that expenses
incurred in connection with the qualification of the securities be borne by
selling shareholders, the expenses shall be payable pro rata by the selling
shareholders.

          7.7 Other Registration Rights. The Company and the Founder hereby
jointly and severally (i) represent and warrant to the Preferred Shareholders
that the Company has not granted any rights to any shareholder or other person
with respect to the Registration of securities of the Company and (ii) covenant
that the Company will not, and the Founder will not permit the Company to, grant
any such rights to any Person without the prior written consent of each of (a)
Holders holding at least a majority of the Series A Registrable Securities and
(b) the Lead Series B Shareholder.

     SECTION 8. Piggyback Registration.

          8.1 Notice of Piggyback Registration and Inclusion of Registrable
Securities. Subject to the terms of this Agreement, if the Company decides to
Register any of its Ordinary Shares (either for its own account or the account
of a security holder or holders (other than Holders exercising their demand
rights pursuant to Section 7 of this Agreement)) (other than a Registration
relating solely to the sale of securities to participants in a Company stock
plan, a Registration relating to a corporate reorganization or other transaction
under Rule 145 of the Securities Act, a Registration on any form that does not
include substantially the same


                                       25



information as would be required to be included in a registration statement
covering the sale of the Registrable Securities, or a Registration in which the
only Ordinary Shares being registered is Ordinary Shares issuable upon
conversion of debt securities that are also being Registered), the Company
shall: (a) promptly give each Holder written notice thereof (which shall include
a list of the jurisdictions in which the Company intends to attempt to qualify
those securities under the applicable Blue Sky or other securities laws); and
(b) include in that Registration (and any related qualification under Blue Sky
laws or other compliance), and in any underwriting involved therein, all the
Registrable Securities specified in a written request delivered to the Company
by any Holder within twenty (20) days after delivery of the written notice from
the Company. The Company shall have the right to terminate or withdraw any
Registration initiated by it under this Section 8 prior to the effectiveness of
such Registration whether or not any Holder has elected to include securities in
such Registration.

          8.2 Underwriting in Piggyback Registration.

          (a) Notice of Underwriting in Piggyback Registration. If the
Registration of which the Company gives notice is for a Registered public
offering involving an underwriting, the Company shall so advise the Holders as a
part of the written notice given pursuant to Section 8.1. In such event, the
right of any Holder to Registration shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in such underwriting to the extent provided in this
Section 8. All Holders proposing to distribute their securities through the
underwriting shall (together with the Company and any other holders distributing
their securities through the underwriting) enter into an underwriting agreement
with the Underwriter's Representative for such offering. The Holders shall have
no right to participate in the selection of the underwriters for an offering
pursuant to this Section 8.

          (b) Marketing Limitation in Piggyback Registration. Notwithstanding
anything in this Section 8 to the contrary, if the Underwriter's Representative
advises the Holders seeking Registration of Registrable Securities pursuant to
this Section 8 in writing that marketing factors (including, without limitation,
the aggregate number of Ordinary Shares requested to be Registered, the general
condition of the market, and the status of the persons proposing to sell
securities pursuant to the Registration) require a limitation of the number of
shares to be underwritten, the Underwriters' Representative (subject to the
allocation priority set forth in Section 8.2(c)) may:

               (i) in the case of the Company's initial public offering pursuant
to a Registration Statement, exclude some or all Registrable Securities from the
Registration and underwriting; and

               (ii) in the case of any Registered public offering subsequent to
the initial public offering, limit the number of shares of Registrable
Securities to be included in the Registration and underwriting, to not less than
thirty-five percent (35%) of the Series A Registrable Securities and not less
than twenty five percent (25%) of the Series B Registrable Securities requested
to be included in the Registration.

          (c) Allocation of Shares in Piggyback Registration. If the
Underwriter's Representative limits the number of shares to be included in a
Registration pursuant to Section


                                       26



8.2(b), the number of shares to be included in the Registration shall be
allocated among all other Holders and other holders of securities (other than
Registrable Securities) requesting and legally entitled to include securities in
that Registration, in the following order of priority:

               (i) first, to the Company, to the extent it is offering shares
for its own account; and

               (ii) next, to Holders of Registrable Securities requesting
inclusion of Registrable Securities in the offering, in proportion, as nearly as
practicable, to the respective amounts of securities (including the Registrable
Securities), which such Holders would otherwise be entitled to include in the
Registration;

               (iii) next, to the other holders requesting inclusion of such
securities (other than Registrable Securities) in the offering, in proportion,
as nearly as practicable to the respective amounts of securities which such
other holders would otherwise be entitled to include in the Registration.

          For any Registration subsequent to an initial public offering, the
number of Registrable Securities that may be included in the Registration and
underwriting under Section 8.2(b)(ii) shall not be reduced to (i) less than
thirty-five percent (35%) of the Series A Registrable Securities without the
prior consent of at least a majority of the Holders of the Series A Registrable
Securities who have requested their Series A Registrable Securities to be
included in the Registration and underwriting or (ii) less than twenty five
percent (25%) of the Series B Registrable Securities requested to be included in
the Registration without the prior consent of the Lead Series B Shareholder who
has requested its Series B Registrable Securities be included in the
Registration and underwriting. No Registrable Securities or other securities
excluded from the underwriting by reason of this Section 8.2(c) shall be
included in the Registration Statement. To facilitate the allocation of shares
in accordance with the above provisions, the Company and the Underwriters'
Representative may round the number of shares allocated to any Holder to the
nearest one hundred (100) shares.

          (d) Withdrawal in Piggyback Registration. If any Holder disapproves of
the terms of any underwriting, the Holder may elect to withdraw therefrom by
written notice to the Company and the Underwriter's Representative delivered at
least seven days prior to the effective date of the Registration Statement. Any
Registrable Securities or other securities excluded or withdrawn from the
underwriting shall be withdrawn from the Registration.

     SECTION 9. Expenses of Registration.

          (a) All Registration Expenses reasonably incurred in connection with
up to two (2) Registrations pursuant to Section 7.1(a), two (2) Registrations
pursuant Section 7.1(b) and unlimited Registrations pursuant to Sections 7.2 and
8 shall be borne by the Company. All Registration Expenses incurred in
connection with any other Registration, qualification or compliance shall be
apportioned among the Holders, and other holders, including the Company, of the
securities so Registered on the basis of the number of shares Registered.

          (b) Notwithstanding the above, the Company shall not be required to
pay for any expenses of any Registration proceeding commenced pursuant to
Section 7 if (i) in the case


                                       27



of a Registration under Section 7.1(a), the Registration request is subsequently
withdrawn at the request of the Holders of a majority of the Series A
Registrable Securities to be Registered (which Holders shall bear those
expenses), unless the Holders of a majority of the Series A Registrable
Securities agree to forfeit their right to one (1) corresponding Registration
pursuant to Section 7.1(a) and (ii) in the case of a Registration under Section
7.1(b), the Registration request is subsequently withdrawn at the request of the
Lead Series B Shareholder (which Holders shall bear those expenses), unless the
Lead Series B Shareholder agrees to forfeit its right to one (1) corresponding
Registration pursuant to Section 7.1(b); provided, however, that if at the time
of such withdrawal, such Holders have learned of a material adverse change in
the condition, business, or prospects of the Company not known to such Holders
at the time of their request for such Registration, and have withdrawn their
request for Registration with reasonable promptness after learning of such
material adverse change, then the Holders shall not be required to pay any such
expenses and such Registration shall not constitute the use of a Registration
under Section 7. All Selling Expenses shall be borne by the holders of the
securities Registered pro rata on the basis of the number of shares Registered.

     SECTION 10. Termination of Registration Rights. The rights of any Holder to
cause the Company to Register securities granted under Sections 7 and 8 and to
receive notices pursuant to Section 7 and Section 8 of this Agreement shall
terminate on the earlier of: (a) five (5) years after the consummation of a
Qualified IPO; (b) with respect to such Holder, after a Qualified IPO or the
Company's initial public offering of securities pursuant to a Registration
Statement, if following such Qualified IPO or initial public offering, such
Holder, together with its Affiliates, holds less than one percent (1%) of the
outstanding Ordinary Shares, (c) with respect to such Holder, when such Holder
is eligible to sell all of the Registrable Securities held by it (together with
any Affiliate of such Holder with whom such Holder must aggregate its sales
under Rule 144) either (i) under Rule 144 within any ninety (90) day period
without volume limitations or (ii) under Rule 144(k), or (d) with respect to
such Holder's right with respect to Registration of Registrable Securities in
any jurisdiction other than the United States, when that Holder is eligible to
sell all of its Registrable Securities under a provision of that jurisdiction's
securities laws comparable to Rule 144 or 144(k).

     SECTION 11. Registration Procedures and Obligations. Whenever required
under this Agreement to effect the Registration of any Registrable Securities,
the Company shall, as expeditiously as reasonably possible:

          (a) Prepare and file with the Commission (or comparable regulatory
agency with respect to a Registration in a jurisdiction other than the United
States) a Registration Statement with respect to such Registrable Securities and
use its commercially reasonable efforts to cause that Registration Statement to
become effective, and, upon the request of the Holders of a majority of the
Registrable Securities Registered thereunder, keep the Registration Statement
effective for up to ninety (90) days, or if earlier, until the distribution
contemplated by the Registration has been completed.

          (b) Prepare and file with the Commission (or comparable regulatory
agency for a Registration in a jurisdiction other than the United States), such
amendments and supplements to such Registration Statement and the prospectus
used in connection with such Registration Statement as may be necessary to
comply with the provisions of the Securities Act


                                       28



(or, with respect to a Registration in a jurisdiction other than the United
States, other applicable law in a jurisdiction other than the United States)
with respect to the disposition of all securities covered by such Registration
Statement;

          (c) Furnish to the Holders the number of copies of a prospectus,
including a preliminary prospectus, required by the Securities Act (or, with
respect to a Registration in a jurisdiction other than the United States, other
applicable law in a jurisdiction other than the United States), and such other
documents as the underwriters may reasonably request in order to facilitate the
disposition of such Registrable Securities;

          (d) Otherwise use its commercially reasonable efforts to comply with
the Securities Act, the Exchange Act and any other applicable rules and
regulations of the Commission, and make available to the securities holders, as
soon as reasonably practicable, an earnings statement covering the period of at
least twelve (12) months after the effective date of such Registration
Statement, which earnings statement shall satisfy Section 11(a) of the
Securities Act and any applicable regulations thereunder, including Rule 158;

          (e) Use its commercially reasonable efforts to Register and qualify
the securities covered by the Registration Statement under the securities or
Blue Sky laws of any other jurisdictions as shall be reasonably requested by the
Holders, provided that the Company shall not be required to qualify to do
business or file a general consent to service of process in any such states or
jurisdictions, and provided further that if any jurisdiction in which the
securities shall be qualified imposes a non-waivable requirement that expenses
incurred in connection with the qualification of the securities be borne by
selling shareholders, such expenses shall be payable pro rata by selling
shareholders;

          (f) Appoint a qualified independent underwriter, if necessary under
the circumstances or if reasonably requested by the Holders of more than fifty
percent (50%) of the Registrable Securities in any Registration made pursuant to
the terms hereof;

          (g) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering, provided that each Holder
participating in the underwriting shall also enter into and perform its
obligations under such an agreement;

          (h) Notify each Holder of Registrable Securities covered by the
Registration Statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in the Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing;

          (i) Provide a transfer agent and registrar for all Registrable
Securities Registered pursuant to the Registration Statement and a CUSIP number
for all such Registrable Securities, in each case not later than the effective
date of such Registration;

          (j) Use its commercially reasonable efforts to furnish, at the request
of any Holder requesting Registration of Registrable Securities pursuant to this
Agreement, on the date


                                       29



that Registrable Securities are delivered to the underwriters for sale in
connection with a Registration pursuant to this Agreement, (i) an opinion, dated
the date of the sale, of the counsel representing the Company for the purposes
of such Registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, and (ii) a "comfort" letter
dated the date of the sale, from the independent certified public accountants of
the Company, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed to the underwriters, if any; and

          (k) Use its commercially reasonable efforts to list the Registrable
Securities on the primary exchange upon which similar securities issued by the
Company are then traded.

     SECTION 12. Information Furnished by Holder. It shall be a condition
precedent of the Company's obligations under this Agreement that each Holder of
Registrable Securities included in any Registration furnish to the Company
information regarding such Holder, the Registrable Securities held by it and the
distribution of such Registrable Securities proposed by such Holder as the
Company may reasonably request.

     SECTION 13. Indemnification.

          13.1 Company's Indemnification of the Holders. In the event any
Registrable Securities are included in a Registration Statement under this
Agreement, to the extent permitted by law, the Company shall indemnify each
Holder, each of its officers, directors, partners and legal counsel, and each
person controlling such Holder, with respect to which Registration,
qualification, or compliance of Registrable Securities has been effected
pursuant to this Agreement, and each underwriter, if any, and each person who
controls such underwriter within the meaning of Section 15 of the Securities Act
against all claims, losses, damages, liabilities, or actions in respect thereof
(collectively, "DAMAGES") arising out of or based upon any untrue statement (or
alleged untrue statement) of a material fact contained in any prospectus or
other document (including any related Registration Statement) incident to any
Registration, qualification, or compliance, or are based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or any violation by
the Company of any rule or regulation promulgated under the Securities Act,
Exchange Act, applicable Blue Sky laws, or other applicable laws in the
jurisdiction other than the United States in which the Registration occurred,
applicable to the Company and relating to action or inaction required of the
Company in connection with any Registration, qualification, or compliance, and
the Company shall reimburse each such Holder, its directors, partners, legal
counsel and independent accountant, each such underwriter, and each such person
who controls such Holder or any such underwriter, for any legal and any other
expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability, or action; provided, however, that the
indemnity contained in this Section 13.1 shall not apply to amounts paid in
settlement of any Damages if settlement is effected without the consent of the
Company (which consent shall not unreasonably be withheld); and provided,
further, that the Company will not be liable in any case to the extent that any
Damages arise out of or are based upon any untrue statement or omission based
upon written information furnished to the Company by a Holder, underwriter, or
controlling person and stated to be for use in connection with the offering of
securities of the Company.


                                       30



          13.2 Holder's Indemnification of Company. In the event any Registrable
Securities are included in a Registration Statement under this Agreement, to the
extent permitted by law, each Holder shall, if Registrable Securities held by
that Holder are included in the securities as to which Registration,
qualification or, compliance is being effected pursuant to this Agreement,
indemnify the Company, each of its directors and officers, each legal counsel
and independent accountant of the Company, each underwriter, if any, of the
Company's securities covered by the Registration Statement, each person who
controls the Company or such underwriter within the meaning of Section 15 of the
Securities Act, and each other Holder, each of its officers, directors, and
constituent partners, and each person controlling such other Holder, against all
Damages arising out of or based upon any untrue statement (or alleged untrue
statement) of a material fact contained in any Registration Statement,
prospectus, offering circular, or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Holder of any rule or regulation promulgated under the Securities Act, Exchange
Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction
other than the United States in which the Registration occurred, applicable to
such Holder and relating to action or inaction required of such Holder in
connection with any Registration, qualification, or compliance, and shall
reimburse the Company, such other Holders, directors, officers, partners,
persons, law firms and accounting firms, underwriters or control persons for any
legal and any other expenses reasonably incurred in connection with
investigating or defending any claim, loss, damage, liability, or action, in
each case to the extent, but only to the extent, that the untrue statement (or
alleged untrue statement) or omission (or alleged omission) or violation is made
in that Registration Statement, prospectus, offering circular, or other document
in reliance upon and in conformity with written information furnished to the
Company by such Holder and stated to be specifically for use in connection with
the offering of securities of the Company, provided, however, that the indemnity
contained in this Section 13.2 shall not apply to amounts paid in settlement of
any Damages if settlement is effected without the consent of such Holder (which
consent shall not be unreasonably withheld) and provided, further, that such
Holder's liability under this Section 13.2 shall not exceed the Holder's
proceeds (less underwriting discounts and selling commissions) from the offering
of securities made in connection with such Registration, except in the case of
fraud or willful misconduct by such Holder.

          The obligations of the Holders under this Section 13.2 shall be
several, and not joint and several, among the Holders whose Registrable
Securities are included in the Registration.

          13.3 Condition to Indemnity. The foregoing indemnity agreements of the
Company and the Holders are subject to the condition that, insofar as they
relate to any violation made in a preliminary prospectus but eliminated or
remedied in the amended prospectus on file with the Commission at the time the
Registration Statement in question becomes effective or the amended prospectus
filed with the Commission pursuant to Rule 424(b) (the "FINAL PROSPECTUS"), such
indemnity agreement shall not inure to the benefit of any person if a copy of
the Final Prospectus was furnished to the indemnified party and was not
furnished to the person asserting the loss, liability, claim or damage at or
prior to the time such action is required by the Securities Act.


                                       31



          13.4 Indemnification Procedure. Promptly after receipt by an
indemnified party under this Section 13 of notice of the commencement of any
action, the indemnified party shall, if a claim is to be made against an
indemnifying party under this Section 13, notify the indemnifying party in
writing of the commencement thereof and generally summarize the action. The
indemnifying party shall have the right to participate in and to assume the
defense of that claim; provided, however, that the indemnifying party shall be
entitled to select counsel for the defense of the claim with the approval of any
parties entitled to indemnification, which approval shall not be unreasonably
withheld; provided further, however, that if either party reasonably determines
that there may be a conflict between the position of the Company and the Holders
in conducting the defense of the action, suit, or proceeding by reason of
recognized claims for indemnity under this Section 13, then counsel for such
party shall be entitled to conduct the defense to the extent reasonably
determined by counsel to be necessary to protect the interests of such party.
The failure to notify an indemnifying party promptly of the commencement of any
action, if prejudicial to the ability of the indemnifying party to defend the
action, shall relieve the indemnifying party, to the extent so prejudiced, of
any liability to the indemnified party under this Section 13, but the omission
to notify the indemnifying party shall not relieve the party of any liability
that the party may otherwise have to any indemnified party otherwise under this
Section 13.

          13.5 Contribution. If the indemnification provided for in this Section
13 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any Damages, then the indemnifying party, in
lieu of indemnifying the indemnified party hereunder, shall contribute to the
amount paid or payable by the indemnified party as a result of those Damages in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party, on the one hand, and of the indemnified party, on the other
hand, in connection with the statements or omissions that resulted in Damages as
well as any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying or the indemnified party and the parties' relative
intent, knowledge, access to information, and opportunity to correct or prevent
the statement or omission. No Holder will be required to contribute any amount
in excess of the net proceeds received from the sale of all such Registrable
Securities offered and sold by such Holder pursuant to such Registration
Statement, except in the case of fraud or willful misconduct by such Holder; and
no person or entity guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from
any person or entity who was not guilty of such fraudulent misrepresentation.

          13.6 Conflicts. Notwithstanding the foregoing, to the extent that
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control; provided however, that the provision in any such
underwriting agreement pertaining to indemnification and contribution will be
(i) substantially similar to those contained herein, or (ii) typical of such
provisions found in underwriting agreements of companies similarly situated to
the Company.


                                       32



          13.7 Survival of Obligations. The obligations of the Company and
Holders under this Section 13 shall survive the completion of any offering of
Registrable Securities in a Registration Statement under this Agreement or
otherwise. No indemnifying party, in the defense of any such claim or
litigation, shall, except with the consent of each indemnified party, consent to
entry of any judgment or enter into any settlement which admits fault on behalf
of the indemnified party or which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a
release from all liability with respect to such claim or litigation.

     SECTION 14. Lock-Up. Each Holder hereby agrees that, if requested by the
Company or the Underwriter's Representative (if any) in connection with the
Company's initial public offering, such Holder shall not sell, contract to sell,
make any short sale of, loan, grant any option for the purchase of, pledge,
charge or otherwise transfer or dispose of any Registrable Securities or other
securities of the Company without the prior written consent of the Company or
the Underwriter's Representative, as the case may be, for such period of time
(not to exceed one hundred eighty (180) days) following the effective date of a
Registration Statement of the Company filed under the Securities Act (or other
applicable law in a jurisdiction other than the United States in which a
Registration occurred) as may be requested by the Underwriter's Representative
or pursuant to any regulations or rules of the stock exchange on which shares of
the Company are listed. The obligations of Holders under this Section 14 shall
be conditioned upon similar agreements being in effect with each other
shareholder who is an officer, director, or five percent (5%) shareholder of the
Company. The Company shall not release any of the shareholders who is an
officer, director, or five percent (5%) shareholder of the Company from the
lock-up without first releasing the Holders.

     SECTION 15. No Action Letter. Notwithstanding anything else in this
Agreement, if: (a) the Company obtains from the Commission (or comparable
regulatory agency in case of Registration in a jurisdiction other than the
United States) a "no-action" letter in which the Commission or such comparable
regulatory agency has indicated that it will take no action if, without
Registration under the Securities Act or comparable law, any Holder disposes of
Registrable Securities covered by any request for Registration made under
Section 7 of this Agreement in the specific manner in which the Holder proposes
to dispose of Registrable Securities included in that request (such as
including, without limitation, inclusion of the Registrable Securities in an
underwriting initiated by either the Company or the Holders) and that the
Registrable Securities may be sold to the public without Registration in
accordance with an established procedure or Rule-based "safe harbor" without
unreasonable legal risk or uncertainty, then the Registrable Securities included
in the request shall not be eligible for Registration under this Agreement. Any
Registrable Securities not so disposed of shall be eligible for Registration in
accordance with the terms of this Agreement with respect to other proposed
dispositions to which this Section 15 does not apply. The Registration rights of
the Holders of Registrable Securities set forth in this Agreement are
conditioned upon the conversion of the Registrable Securities with respect to
which Registration is sought into Ordinary Shares prior to the effective date of
the Registration Statement.

     SECTION 16. Reports Under the Exchange Act. With a view to making available
to Holders the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the Commission that may at any time permit a Holder
to sell securities of the


                                       33



Company to the public without Registration or pursuant to a Registration on Form
F-3, the Company agrees to:

          (a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times after ninety (90) days after
the effective date of the first Registration Statement filed by the Company for
the offering of its securities to the public so long as the Company is subject
to the periodic reporting requirements under Section 13 or 15(d) of the Exchange
Act;

          (b) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;

          (c) furnish to any Holder, so long as the Holder owns any Registrable
Securities, promptly upon written request (i) a written statement by the Company
that it has complied with the reporting requirements of Rule 144 (at any time
after ninety (90) days after the effective date of the first Registration
Statement filed by the Company), the Securities Act, and the Exchange Act (at
any time after it has become subject to reporting requirements thereunder), or
that it qualifies as a registrant whose securities may be resold pursuant to
Form F-3 (at any time after it so qualifies); (ii) a copy of the most recent
annual or quarterly report of the Company and any other reports and documents
filed by the Company; and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the Commission
which permits the selling of any such securities without Registration or
pursuant to that form;

          (d) with respect to a Registration in a jurisdiction other than the
United States, take actions similar to those set forth in paragraphs (a), (b),
(c) and (d) of this Section 16 with a view to making available to Holders the
benefits of the corresponding provision or provisions of that jurisdiction's
securities laws; and

          (e) at the request of a Holder, use its best efforts to enable such
Holder to sell the maximum number of Registrable Securities permitted under Rule
144, including without limitation promptly issuing appropriate instructions to
the Company's share transfer agent to remove legends from such Holder's share
certificates, causing the Company's counsel to issue legal opinions to support
such instructions, and if applicable promptly issuing appropriate instructions
to the Company's share registrar and depository agent to convert such Holder's
shares into depository receipts or similar instruments to be deposited into such
Holder's brokerage account(s). The Company acknowledges that time is of the
essence with respect to its obligations under this Section 16(e), and that any
unreasonable delay will cause the Holders irreparable harm and constitutes a
material breach of its obligations hereunder.

     SECTION 17. Transfer of Rights. The rights to cause the Company to Register
Registrable Securities under this Agreement may be assigned (but only with all
related obligations) by a Holder to (i) another Holder of Registrable Securities
who already possesses registration rights granted under this Agreement, (ii) a
transferee or assignee acquiring five percent (5%) or more of the Ordinary
Shares Equivalent, (iii) an affiliated limited partnership, a limited partner,
or general partner or other Affiliates of a Holder, provided that (x) the
Company is, within reasonable time after such transfer, furnished with written
notice of the name and


                                       34



address of such transferee or assignee and the securities with respect to which
such registration rights are being assigned, (y) such assignment shall be
effective only if immediately following such transfer the further disposition of
such securities by the transferee or assignee is restricted under the Securities
Act and (z) such Holder shall procure that the transferee or assignee of such
Holder's Registrable Securities execute a deed of adherence to this Agreement.

     SECTION 18. Legend; Stop Transfer Instructions.

          18.1 Legend.

          (a) Each certificate representing shares or securities of the Company
now or hereafter owned by Shareholders who are not U.S. persons (as such term is
defined by Regulation S under the Securities Act) and any transferee of such
shares and securities shall be endorsed with the following legend:

          "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
     REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF
     AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BY AND BETWEEN THE HOLDER
     HEREOF, THE COMPANY AND CERTAIN OTHER SHAREHOLDERS OF THE COMPANY. COPIES
     OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF
     THE COMPANY."

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO
     BE ISSUED UPON THEIR CONVERSION (IF APPLICABLE) HAVE NOT BEEN REGISTERED
     UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND MAY NOT
     BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF
     OF ANY U.S. PERSON, UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN
     EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. IN ORDER TO TRANSFER OR
     EXERCISE ANY INTEREST IN THESE SECURITIES, THE BENEFICIAL HOLDER MUST
     FURNISH TO THE COMPANY EITHER (A) A WRITTEN CERTIFICATION THAT IT IS NOT A
     U.S. PERSON AND THE PREFERRED SHARES ARE NOT BEING CONVERTED ON BEHALF OF A
     U.S. PERSON OR (B) A WRITTEN OPINION OF COUNSEL TO THE EFFECT THAT THE
     SECURITIES DELIVERED UPON CONVERSION OF THESE SECURITIES HAVE BEEN
     REGISTERED UNDER THE SECURITIES ACT OR THAT THE DELIVERY OF SUCH SECURITIES
     IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH
     BENEFICIAL HOLDER BY ACCEPTING AN INTEREST IN THESE SECURITIES AGREES THAT
     ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES OR THE SECURITIES TO BE
     ISSUED UPON CONVERSION OF SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN
     COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS
     GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."


                                       35



          (b) Each certificate representing shares or securities of the Company
now or hereafter owned by Shareholders who are U.S. persons (as such term is
defined by Regulation S under the Securities Act) (the "RESTRICTED SECURITIES")
and any transferee of the Restricted Securities shall be endorsed with the
following legend:

          "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
     REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF
     AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BY AND BETWEEN THE HOLDER
     HEREOF, THE COMPANY AND CERTAIN OTHER SHAREHOLDERS OF THE COMPANY. COPIES
     OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF
     THE COMPANY."

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO
     BE ISSUED UPON THEIR CONVERSION (IF APPLICABLE) HAVE NOT BEEN REGISTERED
     UNDER THE U.S. SECURITIES ACT OF 1933, AMENDED (THE "SECURITIES ACT").
     THESE SECURITIES ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE
     144(A)(3) UNDER THE SECURITIES ACT, AND MAY ONLY BE OFFERED, SOLD OR
     OTHERWISE TRANSFERRED (1) INSIDE THE UNITED STATES TO A PERSON WHOM THE
     HOLDER AND THE BENEFICIAL OWNER REASONABLY BELIEVE IS A QUALIFIED
     INSTITUTIONAL BUYER ("QIB") AS DEFINED IN RULE 144A UNDER THE SECURITIES
     ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QIB IN A
     TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT,
     (2) OUTSIDE THE UNITED STATES TO A PERSON OTHER THAN A U.S. PERSON (AS SUCH
     TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN COMPLIANCE
     WITH REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION
     FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IF AVAILABLE), OR
     (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
     ACT, IN EACH CASE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE LAWS
     OF THE STATES, TERRITORIES AND POSSESSION OF THE UNITED STATES GOVERNING
     THE OFFER AND SALE OF SECURITIES. THE PURCHASER OF THESE SECURITIES, BY ITS
     ACCEPTANCE HEREOF, ACKNOWLEDGES THE RESTRICTIONS ON THE TRANSFER OF THESE
     SECURITIES SET FORTH HEREIN AND AGREES THAT IT SHALL TRANSFER THESE
     SECURITIES ONLY AS PROVIDED IN THE FOREGOING TRANSFER RESTRICTIONS.

          IF REQUESTED BY THE COMPANY OR BY ITS AGENT, THE PURCHASER AGREES TO
     PROVIDE THE INFORMATION NECESSARY TO DETERMINE WHETHER THE TRANSFER OF
     THESE SECURITIES IS PERMISSIBLE UNDER THE SECURITIES ACT."


                                       36



          In connection with any transfer of the Restricted Securities, the
Shareholders and transferee of the Restricted Securities will deliver to the
Company such opinions or counsel, certificates and/or other information as the
Company may reasonably require in form reasonably satisfactory to the Company to
confirm that the transfer complied with the foregoing transfer restrictions, as
applicable. In the case of a transfer of the Restricted Securities pursuant to
Rule 144A under the Securities Act, the Company shall make available to holders
and transferees of such Restricted Securities a form of investor representation
letter, substantially in the form attached hereto as Appendix A (the "INVESTOR
REPRESENTATION LETTER"), and shall not effect in its share register any
attempted transfer of such Restricted Securities in violation of the foregoing
transfer restrictions or without delivery of an Investor Representation Letter
duly executed by the transferee of such Restricted Securities.

          18.2 Stop Transfer Instructions. The Parties hereto agree that the
Company may instruct its transfer agent to impose transfer restrictions on the
shares represented by certificates bearing the legend referred to in Section
18.1 to enforce the provisions of this Agreement, and the Company agrees
promptly to do so.

     SECTION 19. Covenants.

          (a) In addition to any other rights provided by law and the provisions
of the Articles of Association or Memorandum of Association of the Company, the
Company and the Founder shall not, and shall procure that the Company and the
Operating Subsidiary shall not, without first obtaining the affirmative vote of
the Majority of the Series A Shareholders and the Lead Series B Shareholder then
outstanding, voting as separate classes, or a written consent of each of the
Majority of the Series A Shareholders and the Lead Series B Shareholder:

               (i) Issue or sell any equity, equity-related or debt securities
          of any Group Company, other than (i) Ordinary Shares to be issued upon
          conversion of the Series A Preferred Shares or the Series B Preferred
          Shares, (ii) upon the exercise of the TB Management Warrant, and (iii)
          upon the exercise of options granted under stock option plans approved
          by the Board, provided that the number of such Ordinary Shares shall
          not exceed five percent (5%) of the Ordinary Shares Equivalent after
          giving effect to the closing of the issuance of the Series B Shares
          under the Series B Purchase Agreement;

               (ii) Redeem, acquire or otherwise purchase any Ordinary Shares or
          any preferred stock or any other securities of the Company, or any
          equity or securities of other Group Companies, other than any such
          securities from an employee or consultant of the Company upon
          termination of such person's employment or consulting arrangement, as
          the case may be, with the Company or in connection with a corporate
          reorganization within the Group (as approved by the Board (including
          the approval of each of the Series A Nominee and the Series B
          Nominee);

               (iii) Make any acquisitions, merger or consolidation, enter into
          a joint venture arrangement or incorporate any subsidiary in excess of
          US$3 million in aggregate, unless such action and the terms thereof
          have been approved by the


                                       37



          Board (including the approval of each of the Series A Nominee and the
          Series B Nominee); provided, however, that the foregoing provision
          shall not apply in the event that the Company or any Subsidiary forms
          a joint venture enterprise outside the PRC with an aggregate
          investment amount of less than US$5 million;

               (iv) Acquire any shares, securities or interests in any Person
          other than an Affiliate of the Company in excess of US$ 3 million in
          aggregate, including any joint venture entities in which the Company
          or its Affiliates hold an equity interest, in excess of US$ 3 million
          in aggregate, unless such action and the terms thereof have been
          approved by the Board (including the approval of each of the Series A
          Nominee and the Series B Nominee);

               (v) Sell, lease, dispose of or otherwise transfer all or
          substantially all of the assets of any Group Company;

               (vi) Incur any indebtedness or assume any financial obligation or
          issue, assume, guarantee or create any liability for borrowed money
          from any Person other than an Affiliate of the Company in excess of
          US$3 million in aggregate at any time outstanding unless such
          liability is incurred (A) pursuant to a budget or business plan
          approved by (x) the Board and (y) the Majority of the Series A
          Shareholders and the Lead Series B Shareholder, voting as two separate
          classes (the "BUDGET" or the "BUSINESS PLAN", as applicable), or (B)
          otherwise approved by the Board (including the approval of each of the
          Series A Nominee and the Series B Nominee);

               (vii) Extend any loan to, or guarantee any indebtedness or
          financial obligations of, any Person other than an Affiliate of the
          Company, including any joint venture entities in which the Company or
          its Affiliates hold an equity interest unless pursuant to a Budget or
          Business Plan or otherwise approved by the Board (including the
          approval of each of the Series A Nominee and the Series B Nominee);

               (viii) Approve or make any capital expenditure in excess of US$3
          million of any Group Company unless such capital expenditure is made
          pursuant to a Budget or Business plan or otherwise approved by the
          Board (including the approval of each of the Series A Nominee and the
          Series B Nominee);

               (ix) Enter into any transaction with the Founder or any of their
          respective Affiliates in excess of US$1 million in aggregate, unless
          in connection with an employment or consulting arrangement with a
          Group Company approved by the Compensation Committee of the Board
          (including the approval of each of the Series A Nominee and the Series
          B Nominee);

               (x) Enter into any transaction with any other Group Company or
          any of their respective Affiliates in excess of US$3 million in
          aggregate, except for


                                       38



          any purchase of silicon raw materials by the Operating Subsidiary from
          any of its Affiliates or any purchase or supply of PV products among
          the Operating Subsidiary and its non-PRC Subsidiaries; provided,
          however, that (i) the Company shall certify in writing to the Lead
          Series B Shareholder within one (1) month after such transaction that
          such transaction is on an arm length basis and in the ordinary course
          of business, and (ii) to the extent applicable, the establishment of
          such non-PRC Subsidiaries shall be approved by each of the Preferred
          Shareholder Nominees in writing.

               (xi) Approve annual budgets and business plans;

               (xii) Appoint, terminate or change the terms of employment
          (including an increase in compensation in a twelve-month period by
          more than ten percent (10%) in the aggregate compared to the
          immediately preceding twelve-month period) with respect to the ten
          (10) most highly compensated employees of the Company;

               (xiii) Amend, repeal or modify the Memorandum or Articles of
          Association of the Company, any equivalent articles of association,
          joint venture contract or any by-laws, or other constitutional
          documents of any Group Company;

               (xiv) Declare or pay any dividends or any other distributions to
          any of the Shareholders;

               (xv) Make any material change in the accounting methods or
          policies or appoint, remove or change the independent public
          accountants other than as required by applicable law, regulations or
          accounting standards;

               (xvi) Dissolve, liquidate, wind up, recapitalize, reorganize or
          commence any bankruptcy proceedings with respect to any Group Company;

               (xvii) Change the principal business activities of the Company or
          the Operating Subsidiary's registered capital other than through a
          Transfer to an Affiliate of the Company or the Operating Subsidiary;

               (xviii) Effect a recapitalization, reclassification or
          reorganization of its shares or the or registered capital of any Group
          Company, unless approved by the Board (including the approval of each
          of the Series A Nominee and the Series B Nominee); and

               (xix) Issue or grant any securities to the chief executive
          officer, the chief financial officer, the chief operating officer and
          the chief technology officer of the Company and any person who is not
          an employee of a Group Company, unless such issuance and grant to such
          person has been approved by the Board (including the approval of each
          of the Series A Nominee and the Series B Nominee).


                                       39



          (b) Restrictions on Transfer. Unless otherwise provided in this
Agreement, the Company and the Founder undertake to the Preferred Shareholders
that they will not transfer, alienate or dispose of any share capital of the
Company and the Operating Subsidiary held by them (as applicable) or otherwise
create any encumbrance on any share capital of the Company and the Operating
Subsidiary held by them (as applicable) without the written consent of each of
(i) the Majority of the Series A Shareholders and (ii) the Lead Series B
Shareholder.

          (c) Availability of Ordinary Shares. The Company hereby covenants that
at all times there shall be made available, free of any liens, for issuance and
delivery upon conversion of the Shares such number of Ordinary Shares or other
shares in the share capital of the Company as are from time to time issuable
upon conversion of the Preferred Shares, from time to time, and will take all
steps necessary to increase its authorized share capital to provide for
sufficient number of Ordinary Shares issuable upon conversion of the Preferred
Shares.

          (d) Taxes. The Company and each Subsidiary shall pay, as soon as
reasonably practicable, all lawful taxes imposed on the income, profits,
property or business thereof when due and payable. The Company will reasonably
cooperate and will cause the Subsidiaries to reasonably cooperate with the
Investors to assist the Investors in compliance with any applicable tax Laws in
the respective home country of the Investors.

          (e) Incorporation of Certain Provisions from the Articles of
Association. The following provisions of the Articles of Association are hereby
incorporated by reference into this Agreement and shall be enforceable as if
such provisions were part of this Agreement: (i) Article 53 (Indemnification and
Exculpation of Directors and Officers; and (ii) Clauses (D) (Liquidation
Rights), (E) (Conversion Rights) and (F) (Redemption) of Schedule I.
Notwithstanding anything to the contrary in this Agreement, (i) any amendment or
waiver of any of the foregoing provisions of the Articles of Association may be
effected in accordance with the terms of the Articles of Association and
applicable law without regard to any terms of this Agreement (including without
limitation Section 21.6 hereof), (ii) no amendment or waiver of any provision of
the Articles of Association shall result in an amendment or waiver of any
provision of this Agreement (except that in the case of an amendment or waiver
of any of the foregoing provisions of the Articles of Association, such
provisions (as amended or waived) shall automatically be incorporated by
reference herein as so amended or waived without the necessity of any further
action or approval of the parties to this Agreement) and (iii) no amendment or
waiver of any provision of this Agreement (including without limitation this
Section 19(e)) shall be deemed to effect an amendment or waiver of any provision
of the Articles of Association.

          (f) Payment of Taxes. Within thirty (30) days after the consummation
of the Capital Increase, the Warrantors shall procure the Operating Subsidiary
to pay in full any and all amounts of the unpaid taxes and overdue social
welfare funds as set forth in Section 2.10 of the Disclosure Schedules of the
Series B Purchase Agreement.

          (g) FOTIC. Within thirty (30) days after the Closing, the Warrantors
shall procure the Operating Subsidiary to enter into an amendment to the
agreement between the Operating Subsidiary and China Foreign Economic and Trade
Trust & Investment Co., Ltd., as set forth in Section 2.04 of the of the
Disclosure Schedules of the Series B Purchase Agreement to the reasonable
satisfaction of the Lead Series B Shareholder.


                                       40



     SECTION 20. Conflict with Charter Documents. In the event of any conflict
or inconsistency between the provisions of this Agreement and the provisions of
the Company's Articles or Memorandum of Association or other constitutional
documents, the parties shall, notwithstanding the conflict or inconsistency, act
so as to effect the intent of this Agreement to the extent possible under the
circumstances and shall promptly take all reasonable steps to amend the
conflicting constitutional documents to conform to this Agreement to the extent
possible.

     SECTION 21. Miscellaneous.

          21.1 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of New York, without regard to principles of
conflicts of law.

          21.2 Dispute Resolution. Any controversy or claim arising out of or
relating to this Agreement, or any breach of this Agreement, shall be initiated,
maintained and finally determined by binding arbitration under the rules of
conciliation and arbitration of the International Chamber of Commerce (the
"ICC"); and the site of the arbitration, unless the parties agree otherwise,
shall be in Hong Kong. The arbitral tribunal shall be appointed within thirty
(30) days of the notice of dispute, and shall consist of three arbitrators, one
of which shall be appointed by the Preferred Shareholders and one by the Company
and the third by the Preferred Shareholders and the Company jointly; provided,
however, that if the Preferred Shareholders and the Company shall be unable to
select the third arbitrator within such thirty (30)-day period, such third
arbitrator shall be chosen by the International Court of Arbitration of the ICC.
Judgment upon any award rendered may be entered in any court having jurisdiction
thereof, or application may be made to such court for a judicial acceptance of
the award and an order of enforcement, as the case may be. Any award pursuant to
such proceeding shall be granted in U.S. Dollars. The fees and costs of the
arbitration shall be shared equally by all disputing parties. The arbitrators
shall award legal fees, disbursements and other expenses to the prevailing party
for such amounts as determined by the arbitrators to be appropriate.

          21.3 Counterparts and Facsimile Execution. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Any
counterpart or other signature delivered by facsimile shall be deemed for all
purposes as being a good and valid execution and delivery of this Agreement by
that party.

          21.4 Headings. The headings of the Sections of this Agreement are for
convenience and shall not by themselves determine the interpretation of this
Agreement.

          21.5 Notices. Except as may be otherwise provided herein, all notices,
requests, waivers and other communications made pursuant to this Agreement shall
be in writing and shall be conclusively deemed to have been duly given (i) when
hand delivered to the other party; (ii) when received when sent by facsimile at
the number set forth below (or hereafter amended by subsequent notice to the
parties hereto), with printed confirmation sheet verifying successful
transmission of the facsimile; (iii) ten (10) Business Days after deposit in the
mail as certified mail, postage prepaid and addressed to the other party as set
forth below; or (iv) five (5) Business Days after deposit with an overnight
delivery service, postage prepaid, addressed to the


                                       41



parties as set forth below, provided that the sending party receives a
confirmation of delivery from the delivery service provider.

          (a) If to the Series A Preferred Shareholder, to:

               Inspiration Partners Limited
               AZIA Center, Unit 2701B
               1233 Lujiazui Ring Road
               Shanghai, People's Republic of China 200120
               Facsimile No.: +86 21 58767238
               Attn: Shujun Li and Donglei Zhou

          (b) If to the Series B Preferred Shareholders, to their respective
addresses set forth below their names in Schedule I attached hereto.

          (c) If to the Founder or the Company, to:

               Yingli Green Energy Holding Company Ltd.
               No. 3055 Middle Fuxing Road
               Baoding, People's Republic of China
               Facsimile No.: +86 312 2151 881
               Attn: Conghui Liu

          Each person making a communication hereunder by facsimile shall
promptly confirm by telephone to the person to whom such communication was
addressed each communication made by it by facsimile pursuant hereto but the
absence of such confirmation shall not affect the validity of any such
communication. A party may change or supplement the addresses given above, or
designate additional addresses, for purposes of this Section 21.5 by giving the
other parties written notice of the new address in the manner set forth above.

          21.6 Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of the Company, the Founder and Holders (other than the
Founder) of at least a majority of the Registrable Securities then outstanding
held by such Holders (other than the Founder). Any amendment or waiver effected
in accordance with this paragraph shall be binding upon each Holder of any
Registrable Securities then outstanding, each future Holder of all such
Registrable Securities, and the Company.

          21.7 Severability. In case any provision of this Agreement shall be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

          21.8 Entire Agreement; Successors and Assigns. Except as specifically
referenced in this Agreement, this Agreement, together with any Exhibits to this
Agreement, constitute the entire contract among the Parties with respect to the
subject matter of this Agreement. Any prior or contemporaneous agreement,
discussion, understanding, or correspondence among the parties (including any
prior representations or warranties given by the


                                       42



Parties) regarding the purchase of shares of the Company, including the Series A
Shareholders Agreement and the Prior Series B Shareholders Agreement, is
superseded by this Agreement. Subject to the exceptions specifically set forth
in this Agreement, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective executors, administrators, heirs,
successors, and assigns of the Parties to this Agreement.

          21.9 Assignability. Subject to Section 18, the rights and obligation
under this Agreement shall not be assignable by any party without the prior
written consent of all the other Parties, except that the assignment by the
Preferred Shareholders of their rights and obligations hereunder to their
respective Affiliates provided that any such Affiliate agrees in writing to be
bound by all of the terms, conditions and provisions contained herein.

          21.10 Effectiveness. This Agreement shall be effective upon the
Closing (as defined in the Series B Purchase Agreement) until termination
thereof pursuant to Section 21.11 hereof.

          21.11 Termination. The provisions of this Agreement, except for
Sections 1, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 20 and 21 and other
provisions that by their express terms survive termination, shall cease to have
effect immediately upon a Qualified IPO and no parties shall have any rights or
obligations under these provisions (save as excepted above) save for any
obligations arising in connection prior to the Qualified IPO.

          21.12 Director and Officer Insurance. If the Series B Nominee
continues to be a director of the Company following a Qualified IPO, the Company
shall obtain on commercially reasonable terms and maintain a director and
officer insurance policy or policies with an internationally reputable insurance
company and the coverage, term and policy limits of such insurance policy or
policies shall be reasonably satisfactory to the Series B Nominee.

                [Remainder of this page intentionally left blank]


                                       43



          IN WITNESS WHEREOF, each of the Parties hereto has caused this
Agreement to be duly executed by its respective authorized officers:

                                        YINGLI GREEN ENERGY HOLDING COMPANY
                                        LIMITED


                                        By: /s/ Liansheng Miao
                                            ------------------------------------
                                        Name: Liansheng Miao
                                        Title: Chairman and Chief Executive
                                               Officer


                                        YINGLI POWER HOLDING COMPANY LTD.


                                        By: /s/ Liansheng Miao
                                            ------------------------------------
                                        Name: Liansheng Miao
                                        Title: Director


                                        /s/ Liansheng Miao
                                        ------------------------------------
                                        Liansheng Miao



                                        SERIES A SHAREHOLDER:

                                        INSPIRATION PARTNERS LIMITED


                                        By: /s/ Shujun Li
                                            ------------------------------------
                                        Name: Shujun Li
                                        Title: Director



                                        SERIES B SHAREHOLDERS:

                                        BAYTREE INVESTMENTS (MAURITIUS) PTE LTD.


                                        By: /s/ Jeffrey Chua
                                            ------------------------------------
                                        Name: Jeffrey Chua
                                        Title: Director


                                        CREATION WAY ASSET MANAGEMENT LTD.


                                        By: /s/ Wenqi Liu
                                            ------------------------------------
                                        Name: Wenqi Liu
                                        Title: Director


                                        INCEI, S.A.


                                        By: /s/ Mao Ching Fu Lee
                                            ------------------------------------
                                        Name: Mao Ching Fu Lee
                                        Title: Chairman


                                        J.P. MORGAN SECURITIES LTD.


                                        By: /s/ Paul M. Lauritano
                                            ------------------------------------
                                        Name: Paul M. Lauritano
                                        Title: Managing Director


                                        For and on behalf of J.P. Morgan
                                        Securities (Asia Pacific) Limited as
                                        agent for J.P. Morgan Securities Ltd.

                                        BENCHMARK EUROPE II, L.P.
                                        as nominee for
                                        Benchmark Europe II, L.P.
                                        Benchmark Europe Founders' Fund II, L.P.
                                        and related individuals

                                        By: Benchmark Management (UK) LLP
                                            its manager


                                        By: /s/ John Mesrie
                                            ------------------------------------
                                            Member



                                        TB HOLDINGS LTD.


                                        By: /s/ Shujun Li
                                            ------------------------------------
                                        Name: Shujun Li
                                        Title: Director


                                        NEW HORIZON KEENSOLAR INVESTMENT CO.,
                                        LTD.


                                        By: /s/ Jianming Yu
                                            ------------------------------------
                                        Name: Jianming Yu
                                        Title: Managing Partner


                                        POPE INVESTMENTS LLC


                                        By: /s/ William P. Wells
                                            ------------------------------------
                                        Name: William P. Wells
                                        Title: President


                                        DBS NOMINEES (PRIVATE) LIMITED


                                        By: /s/ Melvin Teo Tzai Win
                                            ------------------------------------
                                        Name: Melvin Teo Tzai Win
                                        Title: Managing Director


                                        KWR INTERNATIONAL LTD.


                                        By: /s/ Mingyu Shen
                                            ------------------------------------
                                        Name: Mingyu Shen
                                        Title: Director


                                        MODERN PEAKVIEW LIMITED


                                        By: /s/ Wei Cao
                                            ------------------------------------
                                        Name: Wei Cao
                                        Title: Authorized Signatory



                                        DAEDALUS HOLDINGS, L.L.C.

                                        By: Farallon Capital Management, L.L.C.,
                                            its manager


                                        By: /s/ William F. Duhamel
                                            ------------------------------------
                                        Name: William F. Duhamel
                                        Title: Managing Member


                                        PCM DIRECT CAPITAL FUND


                                        By: /s/ Huimin Wu
                                            ------------------------------------
                                        Name: Huimin Wu
                                        Title: Director



                                        THE TRUSTEES OF COLUMBIA UNIVERSITY
                                        IN THE CITY OF NEW YORK


                                        By: /s/ NP Narvekar
                                            ------------------------------------
                                        Name: NP Narvekar
                                        Title: President and CEO, Columbia
                                               Investment Management Co., LLC



                                   SCHEDULE I

                        LIST OF THE SERIES B SHAREHOLDERS



             INVESTORS                                  ADDRESS
             ---------                                  -------
                                   
Baytree Investments (Mauritius) Pte   60B Orchard Road,
Ltd.                                  #06-18 Tower 2,
                                      The Atrium@Orchard, Singapore 238891
                                      Fax No.: +65 6821 1173
                                      Attention: Jeffrey Chua, George Chuang and
                                                 Sean Lu

Creation Way Asset Management Ltd.    Portcullis Trustnet Chambers Road Town,
                                      Tortola, British Virgin Island
                                      Fax No.: 021-6419 4108
                                      Attention: Wenqi Liu

INCEI, S.A.                           Plaza Ramon y Cajal, 1-bajo 31008 Pamplona
                                      Navarra, Spain
                                      Fax No.: _________________________________
                                      Attention: _______________________________

J.P. Morgan Securities Ltd.           125 London Wall,
                                      London, EC2Y 5AJ
                                      United Kingdom
                                      Attention: c/o Moncef M Heddad
                                      26/F Chater House
                                      8 Connaught Road
                                      Central, Hong Kong
                                      Fax No.: +852 2800 4613

Benchmark Europe II., L.P.            20 Balderton Street, London W1K 6TL United
as nominee for                        Kingdom
Benchmark Europe II, L.P.             Fax No: +44(0)20 7016 6810
Benchmark Europe Founders' Fund II,   Attention: Jerome Misso / John Mesrie
L.P.
and related individuals

TB Holdings Ltd.                      AZIA Center, Unit 2701B,1233 Lujiazui Ring
                                      Road Shanghai P.R.China 200120
                                      Fax No.: +86 21 5876 7238
                                      Attention: Shujun Li and Donglei Zhou

The Trustees of Columbia University   405 Lexington Ave. 63rd floor
in the City of New York               New York, NY 10174
                                      Fax No.: _________________________________
                                      Attention: _______________________________




                                   
New Horizon Keensolar Investment      Jin Bao Tower 1204, 89 Jin Bao Street,
Co., Ltd                              Dongcheng District, Beijing China 100005
                                      Fax No.: +86 10-8522-1231
                                      Attention: Kawada Hanae

Pope Investments LLC                  5100 Poplar Avenue, Suite 805
                                      Memphis, TN 38137
                                      USA
                                      Fax No.: +1-901-763-4229
                                      Attention: William P. Wells, President

Daedalus Holdings, L.L.C.             c/o Farallon Capital Management, L.L.C.
                                      One Maritime Plaza, Suite 1325
                                      San Francisco, CA 94111
                                      Fax: (415) 421-2133
                                      Attn: Chun Ding
                                      Copy to: Erik Chu

PCM Direct Capital Fund               c/o Prime Capital Management Company
                                      Limited
                                      Unit 2506, Low Block, Grand Millennium
                                      Plaza, 181 Queen's Road
                                      Central, Hong Kong
                                      Fax Number: 852-3523-1000
                                      Attention: Director

DBS Nominees (Private) Limited        6 Shenton Way, DBS Building Tower 1,
                                      #30-01, Singapore 068809
                                      Fax No.: (65) 6220-7487
                                      Attention: Melvin Teo Tzai Win,
                                                 Managing Director

KWR International Ltd.                P.O. Box 1239, Offshore Incorporations
                                      Centre, Victoria, Mahe Seychelles.
                                      Fax No.: +021-5080-5861
                                      Attention: Mingyu Shen

Modern Peakview Limited               Palm Grove House, P.O. Box 438 Road Town,
                                      Tortola
                                      British Virgin Islands
                                      Fax No.: +86-21-6859-8768
                                      Attention: Wei Cao





                                   APPENDIX A

                     FORM OF INVESTOR REPRESENTATION LETTER

                                                                          [Date]

[Yingli Green Energy Holding Company Ltd.
No. 3055 Middle Fuxing Road
Baoding, People's Republic of China
Facsimile No.: +86 312 2151 881
Attn: Conghui Liu]

(If applicable)
[Share Transfer Agent]
[Address]
[Facsimile Number]
[Attention]

                    YINGLI GREEN ENERGY HOLDING COMPANY LTD.
                            SERIES B PREFERRED SHARES

Dear Sirs,

Reference is made to the Series B preferred shares (the "Shares") of Yingli
Green Energy Holding Company Ltd. (the "Company"), par value US$0.01 per share,
issued pursuant to that certain Amended and Restated Series B Preferred Share
Purchase Agreement, dated December 15, 2006 (the "PURCHASE AGREEMENT"), by and
among the Company, Yingli Power Holding Company Ltd., Liansheng Miao and the
investors listed on Schedule I attached thereto. Capitalized terms used herein
but not otherwise defined herein shall have the meanings set forth in the
Purchase Agreement.

This letter is being delivered to request a transfer of Shares to the
undersigned (the "TRANSFEREE").

Upon transfer, the share certificates representing the Shares that have been
transferred to the Transferee shall be registered in the name of the new owner
as follows:

Name: ___________________________________________________
      [If applicable, add: as nominee for the transferee]

Address: ________________________________________________

Taxpayer ID Number: _____________________________________

The undersigned represents and warrants to you that:



A.   the Transferee or an investment advisor acting on its behalf has received
     and reviewed information as it deems necessary in order to make its
     investment decision;

B.   that the Transferee understands that any subsequent transfer of the Shares
     and securities issuable upon the conversion of the Shares (the "CONVERSION
     SHARES") is subject to certain restrictions and conditions set forth in the
     Purchase Agreement and the Shareholders Agreement and that it agrees to be
     bound by, and not to resell, pledge or otherwise transfer the Shares or the
     Conversion Shares except in compliance with such restrictions and
     conditions and the Securities Act;

C.   that the Transferee is a qualified institutional buyer (a "QIB") as defined
     in Rule 144A of the U.S. Securities Act of 1933, as amended (the
     "SECURITIES ACT"), purchasing the Shares for its own account or for the
     account of one or more QIBs;

D.   that the Transferee is aware, and each beneficial owner of the Shares has
     been advised, that any sale to it is being made in reliance on an exemption
     from the registration requirements of the Securities Act;

E.   that no Shares or Conversion Shares have been registered under the
     Securities Act or any applicable U.S. state securities laws, that the
     Shares and the Conversion Shares are "restricted securities" within the
     meaning of Rule 144(a)(3) under the Securities Act and that no Shares or
     Conversion Shares may be offered or sold within the United States or to, or
     for the account or benefit of, U.S. persons (as defined in Regulation S of
     the Securities Act) except as set forth below;

F.   if in the future the Transferee decides to resell, pledge or otherwise
     transfer the Shares or the Conversion Shares or any beneficial interests
     therein, it will do so, only (a) inside the United States to a person whom
     the Transferee reasonably believes is a QIB pursuant to an exemption from
     registration under the Securities Act, (b) outside the United States to a
     person other than a U.S. person in compliance with Regulation S of the
     Securities Act, (c) pursuant to another exemption from registration under
     the Securities Act (if available) or (d) pursuant to an effective
     registration statement under the Securities Act, in each case, in
     accordance with the Securities Act and applicable laws of the states,
     territories and possession of the Untied States governing the offer and
     sale of securities;

G.   the Transferee will, and will require each subsequent holder of Shares or
     Conversion Shares to, notify any purchaser of an interest in a Note or
     Conversion Shares of the resale restrictions referred to in paragraphs (E)
     and (F) above, if then applicable;

H.   that the Transferee is a sophisticated investor that, in the normal course
     of its business, invests in or purchases securities similar to the Shares
     and the Conversion Shares and has knowledge and experience in investment
     matters;

I.   that the Transferee and each account for which it is acting has such
     knowledge and experience in financial and business matters as to be capable
     of evaluating the merits and risks of its investment in the Shares and the
     Conversion Shares, and it and any accounts



     for which it is acting are each able to bear the economic risk of its or
     any such accounts' investment for an indefinite period of time;

J.   that the Transferee is acquiring the Shares purchased by it for its own
     account or for one or more accounts (each of which is a QIB) as to each of
     which it exercises sole investment discretion and has full power to make
     the foregoing acknowledgements, representations and agreements on behalf of
     each such account, and not with a view to any resale, distribution or other
     disposition of the Shares, subject, nevertheless, to the understanding that
     the disposition of its property shall at all times be and remain within its
     control;

K.   that the Transferee acknowledges that (a) none of the Company, any of its
     affiliates or any person acting on their behalf has made any representation
     to it, express or implied, with respect to the Company, its business or
     financial condition, the Shares or the Conversion Shares, (b) it conducted
     and relied on its own investigation with respect to making an investment in
     the Shares; (c) it received all information that it believes is necessary
     or appropriate in connection with making an investment in the Shares;

L.   that, on each day from the date on which it acquires the Shares through and
     including the date on which it disposes of its interests in such U.S.
     Securities, either that (a) the Transferee is not an "employee benefit
     plan" as defined in Section 3(3) of ERISA subject to Title I of ERISA, a
     "plan" (defined in Section 4975(e)(1) of the Code subject to Section 4975
     of the Code (including without limitation, an individual retirement
     account), an entity whose underlying assets include the assets of any such
     employee benefit plan or plan, or a governmental or church plan which is
     subject to any federal, state or local law that is substantially similar to
     the provisions of Section 406 of ERISA or Section 4975 of the Code or (b)
     the Transferee's purchase, holding and disposition of such U.S. Securities
     (including, if applicable, the receipt of any Guaranty or Entitlement) will
     not result in a prohibited transaction under Section 406 of ERISA or
     Section 4975 of the Code (or, in the case of a governmental or church plan,
     any substantially similar federal, state or local law) unless an exemption
     is available with respect to such transactions and all the conditions of
     such exemption have been satisfied;

M.   that the Transferee acknowledges that the Company and others will rely upon
     the truth and accuracy of the foregoing acknowledgements, representations
     and agreements, and it agrees that if any of such acknowledgements,
     representations or agreements made by it are no longer accurate, it shall
     promptly notify the Company;

N.   that the Transferee acknowledges that it assumes all economic risk of loss
     that may occur as a result of changes in the prices of the Shares and the
     Conversion Shares in accordance with the terms of the Shares, and that it
     will not look directly or indirectly on the Company or its affiliates to
     indemnify it for such loss, and that it expressly holds the Company and its
     affiliates harmless in respect of any such loss; and

O.   that the Transferee is not a member of the public in the Cayman Islands.



The Transferee understands that the Company, the Share Transfer Agent (if any)
and any of their affiliates will rely upon the truth and accuracy of the
foregoing covenants, representations and certifications and agrees that if any
of the covenants, representations and certifications deemed to have been made by
it by its purchase of the Shares is no longer accurate, it shall promptly notify
the Company and the Share Transfer Agent (if any).

                                        ----------------------------------------
                                                  [Name of Transferee]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------

EX-4.12

                                                                    EXHIBIT 4.12

                               WARRANT SIDE LETTER

                    BAYTREE INVESTMENTS (MAURITIUS) PTE LTD.

                                December 20, 2006

To:            Yingli Green Energy Holding Company Limited
               Mr. Liansheng Miao
               Yingli Power Holding Company Ltd.
Address:       No. 3055 Middle Fuxing Road
               Baoding, People's Republic of China
Facsimile No.: +86 312 2151 881
Attn:          Conghui Liu

Ladies and Gentlemen:

     Reference is made to the Amended Series B Preferred Share Purchase
Agreement, dated December 15, 2006, as amended and restated from time to time
(the "Purchase Agreement"), by and between the Investors, the Company, the
Holdco and the Founder. Capitalized terms used but not defined herein shall have
the meaning set forth in the Purchase Agreement.

     Immediately after but in no event later than one Business Day following the
Closing, the Company shall grant a warrant to purchase its Ordinary Shares in
the form attached hereto as Appendix A (the "Warrant") to each Investor other
than an Advance Payment Investor (the "Warrantholder") on the terms and
conditions set forth below:

          (a) Number of Warrant Shares: The Company shall grant to each
Warrantholder such number of Warrants that the sum of the number of Ordinary
Shares that may be purchased by such Warrantholder under the Purchase Agreement
and the number of Ordinary Shares into which the Warrant is exercisable (the
"Warrant Shares") shall equal in value to a percentage of the equity interest in
Tianwei Yingli as if the Shareholder Loan were fully converted into the
Company's equity interest in Tianwei Yingli and the amount of the Capital
Increase had included the full amount of the Shareholder Loan. The aggregate
number of the Warrant Shares shall be calculated as follows:

     Total number of the Warrant Shares to be issued = (Total Share Capital *
     Indifference Stake of the Shareholder Loan - Released Shares) / (1 -
     Indifference Stake of the Shareholder Loan), where:

     (i) Total Share Capital = The total number of shares of the Company
     outstanding following the issuance of the Series B Preferred Shares
     pursuant to the Purchase Agreement + the total number of Ordinary Shares
     issuable



     pursuant to the TB Warrant (as defined in Section 2.04 of the Disclosure
     Schedule) + the total number of Ordinary Shares issued to or issuable
     pursuant to the exercise of stock options reserved for officers, directors,
     and employees of, and consultants to, the Company and the Subsidiaries
     (excluding those Ordinary Shares and stock options that constitute New
     Securities (as defined in the Shareholders Agreement));

     (ii) Released Shares = The total number of Shares issued pursuant to the
     Purchase Agreement - (the total number of Shares held in escrow in the
     Escrow Account and the total number of Shares issued to the Advance Payment
     Investors); and

     (ii) Indifference Stake of the Shareholder Loan = The effective equity
     interest in Tianwei Yingli represented by the Shareholder Loan / 62.13%.

     The Warrant Shares allocated to each Warrant issued to each Warrantholder
     shall be proportionate to such Warrantholder's contribution to the
     aggregate Released Amount.

     Illustration:

     Assuming (A) the total amount of the Series B investment is US$118 million,
     (B) the price per Series B Preferred Shares is US$4.835, and (C) the
     principal amount of the Shareholder Loan is US$78.4 million (consisting of
     US$36 million from Baytree and US$42.4 million from other Series B
     Investors), then:

     -    The Total Share Capital would be 96,359,324 shares, which includes
          16,215,098 Released Shares consisting of 7,445,708 Released Shares
          issued to Baytree and 8,769,390 Released Shares issued to other Series
          B Investors;

     -    The effective equity interest in Tianwei Yingli represented by the
          Shareholder Loan would be US$78.4 million divided by US$678 million,
          or approximately 11.56342%;

     -    The Indifference Stake of the Shareholder Loan would be 11.56342%
          divided by 62.13%, or approximately 18.6117%; and

     -    The total Warrant Shares would be (96,359,324 * 18.6117% - 16,215,098)
          / (1 - 18.6117%), or approximately 2,112,057 shares, and the Warrant
          Shares allocated to the Warrant issued to Baytree shall be
          proportionate to its contribution to the aggregate Released Amount.

          (b) Exercise Price. The exercise price shall be US$0.01 per Warrant
Share.

          (c) Exercise Period. Each Warrant shall be exercisable, in whole but
not in part, (i) at any time after March 31, 2007 or such later date on which
the


                                       2



Lead Series B Shareholder reasonably believes, as indicated in a prior written
notice to the Company and all of the Warrantholders, that the full conversion of
the Shareholder Loan into an equity interest in Tianwei Yingli will not be
consummated within one calendar month thereafter and (ii) prior to the earlier
of (x) the closing of the Company's Qualified IPO and (y) the conversion of the
full amount of the principal and accrued interest of the Shareholder Loan into
Tianwei Yingli's registered capital in accordance with the Joint Venture
Contract, as evidenced by a capital verification report issued by a PRC
certified public accountant and an updated business license of Tianwei Yingli to
such effect (the "Full Conversion"). The period during which the Warrant shall
be exercisable pursuant to the provisions of this Section 1.6(c) shall
hereinafter be referred to as the "Exercise Period".

          (d) Conditionality. Notwithstanding anything herein to the contrary:

               (i) in the event of the Full Conversion which occurs prior to the
Company's Qualified IPO, any and all outstanding Warrants shall be cancelled,
forfeited or terminated and any and all Warrant Shares issued to the
Warrantholders following the exercise of any Warrants shall be returned to the
Company for US$0.01 per Warrant Share for cancellation, and the Company shall
cancel such Warrant Shares, in each case immediately upon the Full Conversion,
and

               (ii) in the event of the Full Conversion which occurs subsequent
to the Company's Qualified IPO, each Warrantholder shall either (x) return to
the Company any and all Warrant Shares issued to such Warrantholder following
the exercise of any Warrant for US$0.01 per Warrant Share for cancellation, and
the Company shall cancel such Warrant Shares, in each case immediately upon the
Full Conversion or (y) pay to the Company a sum certain the amount of which
shall be determined by mutual agreement between the Company and such
Warrantholder as soon as reasonably practicable following the Full Conversion.

               For the avoidance of doubt, notwithstanding anything herein to
the contrary, no Warrants shall be granted if the Full Conversion occurs prior
to the Closing.

          (e) Registration of the Shareholder Loan. The Company shall, and each
Warrantor shall procure the Company to register the Shareholder Loan with the
Baoding Branch of the State Administration of Foreign Exchange in accordance
with applicable Laws as promptly as practicable, but in no event later than ten
Business Days following the Closing. Promptly following the repayment or
conversion of the Shareholder Loan, the Company shall, and Warrantor shall
procure the Company to deregister the Shareholder Loan with the Baoding Branch
of the State Administration of Foreign Exchange in accordance with applicable
Laws as promptly as practicable, but in no event later than ten Business Days
following such repayment or conversion.

     This Side Letter Agreement may not be amended or waived except by an
instrument in writing signed by the parties hereto. This Side Letter Agreement
shall


                                       3



not diminish or modify any rights of the Investors arising out of the Purchase
Agreement and the Shareholders Agreement. This Side Letter Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, and may be executed in any number of counterparts, each of which shall be
an original, and all of which, when taken together, shall constitute one
agreement. Any controversy or claim arising out of or relating to this Side
Letter Agreement shall be resolved in accordance with Section 10.10(b) of the
Purchase Agreement. Delivery of an executed signature page of this Side Letter
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. This Side Letter Agreement and its contents are
subject to the confidentiality provisions of the Purchase Agreement.

                            [Signature pages follow]


                                       4



Please confirm that the foregoing is our mutual understanding by signing and
returning to us an executed counterpart of this Side Letter Agreement.

                                        Very truly yours,

                                        BAYTREE INVESTMENTS (MAURITIUS) PTE LTD.


                                        By: /s/ Jeffrey Chua
                                            ------------------------------------
                                        Name: Jeffrey Chua
                                        Title: Director



ACCEPTED AND AGREED TO:

YINGLI GREEN ENERGY HOLDING
COMPANY LIMITED


By: /s/ Liansheng Miao
    ------------------------------------
Name: Liansheng Miao
Title: Chairman and Chief Executive
       Officer

EX-4.13

                                                                    EXHIBIT 4.13

     THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED
PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL
AND STATE SECURITIES LAWS, THE WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE
OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

                    *****************************************

                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

                        ORDINARY SHARES PURCHASE WARRANT

                    *****************************************

Warrant No. _________

                         Issue Date: December [20], 2006

     This certifies that, for good and valuable consideration, Yingli Green
Energy Holding Company Limited, a Cayman Islands exempted company (the
"Company"), grants to ____ the right to subscribe for and purchase from the
Company the number of validly issued, fully paid and nonassessable shares (the
"Warrant Shares") of the Company's Ordinary Shares, US$0.01 par value (the
"Ordinary Shares") specified in Section 1.1 hereof, at the purchase price per
share (the "Exercise Price") determined as set forth in Section 1.3 hereof, as
may be adjusted in accordance with the terms hereof, exercisable at any time and
from time to time during the Exercise Period, as defined in Section 1.6 hereof,
all subject to the terms, conditions and adjustments herein set forth. See
Section 8 for definitions of certain terms used herein.



     1. WARRANT TERMS GENERALLY.

     1.1 NUMBER OF WARRANT SHARES.

     Subject to Section 1.6 below, this Warrant shall enable the Warrantholder
to purchase __________ Ordinary Shares, as such number may be adjusted pursuant
to the terms hereof.

     1.2 CASH EXERCISE OF WARRANT.

     Subject to Section 1.6, this Warrant may be exercised by the Warrantholder
by (i) the surrender of this Warrant to the Company, with a duly executed
Exercise Form specifying the number of Warrant Shares to be purchased, during
normal business hours on any Business Day during the Exercise Period and (ii)
the delivery of payment to the Company, for the account of the Company, (A) by
wire transfer of immediately available funds to a bank account specified by the
Company, of the Exercise Price for the number of Warrant Shares specified in the
Exercise Form in United States Dollars, (B) by forgiveness or the offsetting of
an amount of accounts receivable from the Company to the Warrantholder equal to
the Exercise Price for the number of Warrant Shares specified in the Exercise
Form in United States Dollars or (C) by any combination of the foregoing.
Subject to Section 1.6, the Company agrees that such Warrant Shares shall be
deemed to be issued to the Warrantholder as the record holder of such Warrant
Shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for the Warrant Shares as aforesaid. Subject
to Section 1.6, a stock certificate or certificates for the Warrant Shares
specified in the Exercise Form shall be delivered to the Warrantholder as
promptly as practicable, and in any event within ten (10) days thereafter. If
this Warrant shall have been exercised only in part, the Company shall, at the
time of delivery of the stock certificate or certificates, deliver to the
Warrantholder a new Warrant evidencing the rights to purchase the remaining
Warrant Shares, which new Warrant shall in all other respects be identical with
this Warrant. No adjustments shall be made on Warrant Shares issuable on the
exercise of this Warrant for any cash dividends paid or payable to holders of
record of Ordinary Shares prior to the date as of which the Warrantholder shall
be deemed to be the record holder of such Warrant Shares.

     1.3 EXERCISE PRICE.

     The Exercise Price shall be US$0.01 per Warrant Share, as such price may be
adjusted from time to time pursuant to Section 6 hereof.

     1.4 PAYMENT OF TAXES. The issuance of certificates for Warrant Shares shall
be made without charge to the Warrantholder for any stock transfer or other
issuance tax in respect thereto.

     1.5 INFORMATION. Upon receipt of a written request from a Warrantholder,
the Company agrees to deliver promptly to such Warrantholder a copy of its
current financial statements and to provide such other information concerning
the Company as such Warrantholder may reasonably request in order to assist the
Warrantholder in evaluating the merits and risks of exercising the Warrant and
to make an informed investment decision in connection with such exercise.


                                      -2-



     1.6 EXERCISE PERIOD. This Warrant shall be exercisable, in whole but not in
part, at any time after March 31, 2007 or such later date on which the Lead
Series B Shareholder (as defined in the Amended and Restated Series B Preferred
Share Purchase Agreement, dated as of December 15, 2006, by and among the
Company, Yingli Power Holding Company Ltd., Liansheng Miao and the investors
listed on Schedule I attached thereto (the "SERIES B PURCHASE AGREEMENT")
reasonably believes, as indicated in a prior written notice to the Company and
the Warrantholders, that the full conversion of the Shareholder Loan (as defined
in the Series B Purchase Agreement) into an equity interest in Tianwei Yingli
will not be consummated within one calendar month thereafter, and prior to the
earlier of (i) the closing of the Company's Qualified IPO (as defined in the
Series B Purchase Agreement) and (ii) the conversion of the full amount of the
principal and accrued interest of the Shareholder Loan (as defined in the Series
B Purchase Agreement) into the registered capital of Tianwei Yingli (as defined
in the Series B Purchase Agreement) in accordance with the Joint Venture
Contract (as defined in the Series B Purchase Agreement), as evidenced by a
capital verification report issued by a PRC certified public accountant and an
updated business license of Tianwei Yingli to such effect (the "FULL
CONVERSION"). The period during which the Warrant shall be exercisable pursuant
to the provisions of this Section 1.6 shall hereinafter be referred to as the
"Exercise Period".

     2. RESTRICTIONS ON TRANSFER; RESTRICTIVE LEGENDS.

     2.1 RESTRICTIONS ON TRANSFER; COMPLIANCE WITH SECURITIES LAWS.

          (a) This Warrant and the Warrant Shares issued upon the exercise of
the Warrant are not assignable or transferable except this Warrant (and all
rights hereunder) and the Warrant Shares issued upon the exercise of the Warrant
may be assigned or transferred, in whole or in part, to an Affiliate of the
Warrantholder, which shall thereafter be deemed to be the Warrantholder for all
purposes herein, provided, however, the Warrant Shares issued upon the exercise
of the Warrant may not be transferred or assigned in whole or in part without
compliance with all applicable federal and state securities laws by the
transferor and transferee.

          (b) The Warrantholder, by acceptance hereof, acknowledges that this
Warrant and the Warrant Shares to be issued upon exercise hereof are being
acquired solely for the Warrantholder's own account and not as a nominee for any
other party, and for investment, and that the Warrantholder will not offer, sell
or otherwise dispose of any Warrant Shares to be issued upon exercise hereof
except under circumstances that will not result in a violation of the Securities
Act or any state securities laws. Upon exercise of this Warrant, the
Warrantholder shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the Warrant Shares so purchased are being
acquired solely for the Warrantholder's own account and not as a nominee for any
other party, for investment, and not with a view toward distribution or resale.
The Warrantholder represents and warrants to the Company that the Warrantholder
is an "accredited investor" as that term is defined in Rule 501(a) of Regulation
D promulgated under the 1933 Act. The Warrantholder understands that the Warrant
and any Warrant Shares acquired upon exercise of this Warrant are being offered
and sold to the Warrantholder in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws
and that the Company is relying in part upon the truth and accuracy of, and the
Warrantholder's compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Warrantholder set forth herein in
order to


                                      -3-



determine the availability of such exemptions and the eligibility of the
Warrantholder to initially acquire the Warrant Shares.

     2.2 RESTRICTIVE LEGENDS. This Warrant shall (and each Warrant issued in
substitution for this Warrant issued pursuant to Section 4 shall) be stamped or
otherwise imprinted with a legend in substantially the following form:

          "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS
     WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND
     HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED
     UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, THE WARRANT AND ANY
     SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR
     OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
     UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN
     OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
     REQUIRED."

Except as otherwise permitted by this Section 2, each stock certificate for
Warrant Shares issued upon the exercise of any Warrant and each stock
certificate issued upon the direct or indirect transfer of any such Warrant
Shares shall be stamped or otherwise imprinted with a legend in substantially
the following form:

          "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
     APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ISSUED PURSUANT TO AN
     EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE
     SECURITIES LAWS, THE SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
     OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE
     SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF
     COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

     Notwithstanding the foregoing, the Warrantholder may require the Company to
issue a stock certificate for Warrant Shares without a legend if (i) such
Warrant Shares, as the case may be, have been registered for resale under the
Securities Act or sold pursuant to Rule 144 under the Securities Act (or a
successor rule thereto) or (ii) the Warrantholder has received an opinion of
counsel reasonably satisfactory to the Company that such registration is not
required with respect to such Warrant Shares. If either condition in the
foregoing sentence has been satisfied, the Company shall, without expense
(except for the payment of any applicable transfer tax) and as expeditiously as
possible, issue a new stock certificate not bearing such legend.


                                      -4-



     2.3 REGISTRATION. The Warrant Shares shall be deemed to constitute
"Registrable Securities" defined in the Second Amended and Restated Shareholders
Agreement, dated as of December 15, 2006 (the "Shareholders Agreement"), among
the Company, Yingli Power Holding Company Ltd., Mr. Liansheng Miao and the
investors listed on Schedule I attached thereto. The Warrantholder shall be
entitled to all registration rights contained in the Shareholders Agreement in
respect of the Warrant Shares.

     2.4 SPLIT-UP, COMBINATION AND EXCHANGE OF WARRANTS. This Warrant may be
split up, combined or exchanged for another Warrant or Warrants containing the
same terms to purchase a like aggregate number of Warrant Shares. If the
Warrantholder desires to split up, combine or exchange this Warrant, the
Warrantholder shall make such request in writing delivered to the Company and
shall surrender to the Company this Warrant and any other Warrants to be so
split-up, combined or exchanged. Upon any such surrender for a split-up,
combination or exchange, the Company shall execute and deliver to the person
entitled thereto a Warrant or Warrants, as the case may be, as so requested. The
Company shall not be required to effect any split-up, combination or exchange
which will result in the issuance of a Warrant entitling the Warrantholder to
purchase upon exercise a fraction of an Ordinary Share or a fractional Warrant.
The Company may require such Warrantholder to pay a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any split-up,
combination or exchange of Warrants.

     3. RESERVATION OF SHARES

     The Company covenants and agrees that all Warrant Shares which are issuable
upon the exercise of this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable and free from all taxes, liens, security interests,
charges and other encumbrances with respect to the issue thereof, other than
taxes in respect of any transfer occurring contemporaneously with such issue.
The Company further covenants and agrees that, during the Exercise Period, the
Company will at all times have authorized and reserved, and keep available free
from preemptive rights, a sufficient number of Ordinary Shares to provide for
the exercise of the rights represented by this Warrant.

     4. EXCHANGE, LOSS OR DESTRUCTION OF WARRANT.

     Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant and, in the case of
loss, theft or destruction, of such bond or indemnification as the Company may
reasonably require, and, in the case of such mutilation, upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor. The term "Warrant" as used in this Agreement shall be deemed to
include any Warrants issued in substitution or exchange for this Warrant.

     5. OWNERSHIP OF WARRANT.

     The Company may deem and treat the person in whose name this Warrant is
registered as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary.


                                      -5-



     6. CERTAIN ADJUSTMENTS.

     6.1 The number of Warrant Shares purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment as follows:

     (a) Share Dividends, Share Splits, or Share Subdivisions. If at any time
prior to the exercise of this Warrant in full (i) the Company shall fix a record
date for the issuance of any share dividend payable in Ordinary Shares or the
Company's assets (excluding cash dividends paid or payable solely out of
retained earnings) or (ii) the number of Ordinary Shares shall have been
increased by a subdivision or split-up of Ordinary Shares, then, on the record
date fixed for the determination of holders of Ordinary Shares entitled to
receive such dividend (without payment of additional consideration for such
dividend), or immediately after the effective date of subdivision or split-up,
as the case may be, the number of Ordinary Shares to be delivered upon exercise
of this Warrant will be increased so that the Warrantholder will be entitled to
receive the number of Ordinary Shares that such Warrantholder would have owned
immediately following such action had this Warrant been exercised immediately
prior thereto, and the Exercise Price will be adjusted as provided below in
paragraph (f).

     (b) Combination of Stock. If at any time prior to the exercise of this
Warrant in full the number of Ordinary Shares outstanding shall have been
decreased by a combination of the outstanding Ordinary Shares, then, immediately
after the effective date of such combination, the number of Ordinary Shares to
be delivered upon exercise of this Warrant will be decreased so that the
Warrantholder thereafter will be entitled to receive the number of Ordinary
Shares that such Warrantholder would have owned immediately following such
action had this Warrant been exercised immediately prior thereto, and the
Exercise Price will be adjusted as provided below in paragraph (f).

     (c) Preservation of Purchase Rights in Certain Transactions. In case of any
reclassification, capital reorganization or other change of outstanding Ordinary
Shares (other than a subdivision or combination of the outstanding Ordinary
Shares and other than a change in the par value of the Ordinary Shares) or in
case of any consolidation or merger of the Company with or into another
corporation (other than merger with a subsidiary in which the Company is the
continuing corporation and that does not result in any reclassification, capital
reorganization or other change of outstanding Ordinary Shares of the class
issuable upon exercise of this Warrant) or in the case of any sale, lease,
transfer or conveyance to another corporation of the property and assets of the
Company as an entirety or substantially as an entirety, the Company shall, as a
condition precedent to such transaction cause such successor or purchasing
corporation, as the case may be, to execute with the Warrantholder an agreement
granting the Warrantholder the right thereafter, upon payment of the Exercise
Price in effect immediately prior to such action, to receive upon exercise of
this Warrant the kind and amount of shares and other securities and property
which the Warrantholder would have owned or have been entitled to receive after
the happening of such reclassification, change, consolidation, merger, sale or
conveyance had this Warrant been exercised immediately prior to such action. In
the event that in connection with any such reclassification, capital
reorganization, change, consolidation, merger, sale or conveyance, additional
Ordinary Shares shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for, or of, a security of Company other than
Ordinary Shares, any such issue shall be treated as an issue of Ordinary Shares
covered by the provisions of Article 6. The provisions of this Section 6.1 shall
similarly


                                      -6-



apply to successive reclassifications, capital reorganizations, consolidations,
mergers, sales or conveyances.

     (d) Fractional Shares. No fractional Ordinary Shares or scrip shall be
issued to any Warrantholder in connection with the exercise of this Warrant.
Instead of any fractional Ordinary Shares that would otherwise be issuable to
such Warrantholder, the Company will pay to such Warrantholder a cash adjustment
in respect of such fractional interest in an amount equal to that fractional
interest of the fair market value of one Ordinary Share as of the date of
exercise as determined by the Board of Directors of the Company.

     (e) Carryover. Notwithstanding any other provision of this Section 6, no
adjustment shall be made to the number of Ordinary Shares to be delivered to the
Warrantholder (or to the Exercise Price) if such adjustment represents less than
1% of the number of shares to be so delivered, but any lesser adjustment shall
be carried forward and shall be made at the time and together with the next
subsequent adjustment which together with any adjustments so carried forward
shall amount to 1% or more of the number of shares to be so delivered.

     (f) Exercise Price Adjustment. Whenever the number of Warrant Shares
purchasable upon the exercise of the Warrant is adjusted, as herein provided,
the Exercise Price payable upon the exercise of this Warrant shall be adjusted
by multiplying such Exercise Price immediately prior to such adjustment by a
fraction, of which the numerator shall be the number of Warrant Shares
purchasable upon the exercise of the Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Warrant Shares
purchasable immediately thereafter, provided that the Exercise Price shall not
be less than the par value of the Ordinary Share.

     (g) No Duplicate Adjustments. Notwithstanding anything else to the contrary
contained herein, in no event will an adjustment be made under the provisions of
this Section 6 to the number of Warrant Shares issuable upon exercise of this
Warrant or the Exercise Price for any event if an adjustment having
substantially the same effect to the Warrantholder as any adjustment that
otherwise would be made under the provisions of this Section 6 is made by the
Company for any such event to the number of Ordinary Shares (or other
securities) issuable upon exercise of this Warrant.

     6.2 NO ADJUSTMENT FOR DIVIDENDS. Except as provided in Section 6.1, no
adjustment in respect of any dividends shall be made during the term of the
Warrant or upon the exercise of this Warrant.

     6.3 NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares or the
Exercise Price of such Warrant Shares is adjusted, as herein provided, the
Company shall promptly mail by first class, postage prepaid, to the
Warrantholder, notice of such adjustment or adjustments and a certificate of the
chief financial officer of the Company setting forth the number of Warrant
Shares and the Exercise Price of such Warrant Shares after such adjustment,
setting forth a brief statement of the facts requiring such adjustment and
setting forth the computation by which such adjustment was made.

     7. NOTICES OF CORPORATE ACTION.

     In the event of:


                                      -7-



     (a) any taking by the Company of a record of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled
to receive any dividend or other distribution, or any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, or

     (b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any Change of Control or
any redemption or conversion of outstanding Ordinary Shares, or

     (c) any voluntary or involuntary dissolution, liquidation or winding-up of
the Company,

the Company will mail to the Warrantholder a notice specifying (i) the date or
expected date on which any such record is to be taken for the purpose of such
dividend, distribution or right and the amount and character of any such
dividend, distribution or right, (ii) the date or expected date on which any
such reorganization, reclassification, recapitalization, Change of Control,
redemption or conversion of Ordinary Shares, dissolution, liquidation or
winding-up is to take place and the time, if any such time is to be fixed, as of
which the holders of record of Ordinary Shares (or other securities) shall be
entitled to exchange their Ordinary Shares (or other securities) for the
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, Change of Control, redemption or conversion
of Ordinary Shares, dissolution, liquidation or winding-up and (iii) that in the
event of a Change of Control, the Warrants are exercisable immediately prior to
the consummation of such Change of Control. Such notice shall be mailed at least
twenty (20) days prior to the date therein specified, in the case of any date
referred to in the foregoing subdivision (i), and at least 20 days prior to the
date therein specified, in the case of the date referred to in the foregoing
subdivision (ii).

     8. DEFINITIONS.

     As used herein, unless the context otherwise requires, the following terms
have the following respective meanings:

     Affiliate: means, in respect of the Warrantholder, any other Person that
directly or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such Person, including, without
limitation, any general partner, officer or director of such Person and any
venture capital fund now or hereafter existing which is controlled by or under
common control with one or more general partners or shares the same management
company with such Person.

     Business Day: any day other than a Saturday, Sunday or a day on which
national banks are authorized by law to close in Hong Kong.

     Change of Control: shall mean (i) the consolidation of the Company with or
merger of the Company with or into any other person in which the Company is not
the surviving corporation, (ii) the sale or conveyance of all or substantially
all of the assets of the Company to any other person, or (iii) any sale or
transfer of any capital stock of the Company after the date of this Agreement,
following which 50% of the combined voting power of the Company becomes
beneficially owned by one person or group acting together.


                                      -8-



For purposes of this definition, "group" shall have the meaning as such term is
used in Section 13(d)(1) under the Exchange Act.

     Company: Yingli Green Energy Holding Company Limited, an exempted company
with limited liability incorporated and existing under the laws of the Cayman
Islands.

     Control: with respect to any third Person means the possession, directly or
indirectly, of the power or the ability to direct or cause the direction of the
management and affairs of such third Person whether, through the ownership of
voting securities, as trustee or executor, by contract or otherwise, including,
without limitation, the ownership, directly or indirectly, of securities having
the power to elect a majority of the board of directors or similar body of such
third Person.

     Exchange Act: the Securities Exchange Act of 1934, as amended, or any
successor federal statute, and the rules and regulations of the SEC thereunder,
all as the same shall be in effect at the time. Reference to a particular
section of the Securities Exchange Act of 1934, as amended, shall include a
reference to a comparable section, if any, of any successor federal statute.

     Exercise Form: an Exercise Form in the form annexed hereto as Exhibit A.

     Exercise Price: the meaning specified in Section 1.3 of this Warrant, as
such price may be adjusted pursuant to Section 6 hereof.

     Person: shall mean any individual, sole proprietorship, partnership,
estate, trust, unincorporated organization, association, corporation,
institution, public benefit corporation, entity, governmental or regulatory
authority or other entity of any kind or nature.

     SEC: the Securities and Exchange Commission or any other federal agency at
the time administering the Securities Act or the Exchange Act, whichever is the
relevant statute for the particular purpose.

     Securities Act: the Securities Act of 1933, as amended, or any successor
federal statute, and the rules and regulations of the SEC thereunder, all as the
same shall be in effect at the time. Reference to a particular section of the
Securities Act of 1933, as amended, shall include a reference to the comparable
section, if any, of any successor federal statute.

     Warrantholder: ________ or its permitted assignees and transferees of this
Warrant pursuant to the terms hereof.

     Warrant Shares: the meaning specified on the cover of this Warrant, subject
to the provisions of Section 6.

     9. MISCELLANEOUS.

     9.1 ENTIRE AGREEMENT. This Warrant constitutes the entire agreement between
the Company and the Warrantholder with respect to this Warrant and the Warrant
Shares.

     9.2 BINDING EFFECTS; BENEFITS. This Warrant shall inure to the benefit of
and shall be binding upon the Company and the Warrantholder and their respective
successors.


                                      -9-



Nothing in this Warrant, expressed or implied, is intended to or shall confer on
any person other than the Company and the Warrantholder, or their respective
successors, any rights, remedies, obligations or liabilities under or by reason
of this Warrant.

     9.3 AMENDMENTS AND WAIVERS. This Warrant may not be modified or amended
except by an instrument or instruments in writing signed by the Company and the
Warrantholder. Either the Company or the Warrantholder may, by an instrument in
writing, waive compliance by the other party with any term or provision of this
Warrant on the part of such other party hereto to be performed or complied with.
The waiver by any such party of a breach of any term or provision of this
Warrant shall not be construed as a waiver of any subsequent breach.

     9.4 SECTION AND OTHER HEADINGS. The section and other headings contained in
this Warrant are for reference purposes only and shall not be deemed to be a
part of this Warrant or to affect the meaning or interpretation of this Warrant.

     9.5 FURTHER ASSURANCES. Each of the Company and the Warrantholder shall do
and perform all such further acts and things and execute and deliver all such
other certificates, instruments and documents as the Company or the
Warrantholder may, at any time and from time to time, reasonably request in
connection with the performance of any of the provisions of this Agreement.

     9.6 NOTICES. All notices and other communications required or permitted to
be given under this Warrant shall be in writing and shall be deemed to have been
duly given upon personal delivery to the party to be notified, or when sent by
telecopier (with receipt confirmed and promptly confirmed by personal delivery,
first class mail, or courier), or internationally recognized overnight courier
service and addressed as follows (or at such other address as a party may
designate by notice to the other):

          If to the Warrantholder, to:

          ______________________________

          If to the Company, to:

          Yingli Green Energy Holding Company Limited
          No. 3055 Middle Fuxing Road
          Baoding, People's Republic of China
          Facsimile No.: +86 312 2151 881
          Attn: Conghui Liu

Except as otherwise provided herein, all such notices and communications shall
be deemed to have been received on the date of delivery thereof, if delivered
personally or by overnight courier or facsimile transmission (if promptly
confirmed as stated above), or on the third Business Day after the mailing
thereof.

     9.7 SEVERABILITY. Any term or provision of this Warrant which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the terms and provisions of this Warrant or affecting the
validity or enforceability of any of the terms or provisions of this Warrant in
any other jurisdiction.


                                      -10-



     9.8 GOVERNING LAW. This Warrant shall be deemed to be a contract made under
the laws of the State of New York (irrespective of its choice of law
principles).

     9.9 NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained in this
Warrant shall be determined as conferring upon the Warrantholder any rights as a
stockholder of the Company or as imposing any liabilities on the Warrantholder
to purchase any securities whether such liabilities are asserted by the Company
or by creditors or stockholders of the Company or otherwise.

     9.10 NO INCONSISTENT AGREEMENTS. The Company will not on or after the date
of this Warrant enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Warrantholder or otherwise conflicts
with the provisions hereof. The rights granted to the Warrantholder hereunder do
not in any way conflict with and are not inconsistent with the rights granted to
holders of the Company's securities under any other agreements.

     9.11 ATTORNEYS' FEES. In any action or proceeding brought to enforce any
provisions of this Warrant, or where any provision hereof is validly asserted as
a defense, the successful party shall be entitled to recover reasonable
attorneys' fees and disbursements in addition to its costs and expenses and any
other available remedy.

     9.12 DISPUTE RESOLUTION. Any controversy or claim arising out of or
relating to this Agreement, or any breach of this Agreement, shall be initiated,
maintained and finally determined by binding arbitration under the rules of
conciliation and arbitration of the International Chamber of Commerce (the
"ICC"); and the site of the arbitration, unless the parties agree otherwise,
shall be in Hong Kong. The arbitral tribunal shall be appointed within thirty
(30) days of the notice of dispute, and shall consist of three arbitrators, one
of which shall be appointed by the Warrantholder and one by the Company and the
third by the Warrantholder and the Company jointly; provided, however, that if
the Warrantholder and the Company shall be unable to select the third arbitrator
within such thirty (30)-day period, such third arbitrator shall be chosen by the
International Court of Arbitration of the ICC. Judgment upon any award rendered
may be entered in any court having jurisdiction thereof, or application may be
made to such court for a judicial acceptance of the award and an order of
enforcement, as the case may be. Any award pursuant to such proceeding shall be
granted in U.S. Dollars. The fees and costs of the arbitration shall be shared
equally by all disputing parties. The arbitrators shall award legal fees,
disbursements and other expenses to the prevailing party for such amounts as
determined by the arbitrators to be appropriate.

     9.13 NO IMPAIRMENT. The Company will not cooperate with or facilitate any
amendment of its Memorandum and Articles of Association or other constitutional
documents, or any reorganization, consolidation, merger, dissolution, issue or
sale of shares, sale of assets or any other voluntary action, so as to avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Warrantholder against impairment. Without limiting
the generality of the foregoing, the Company (a) will use its best efforts to
ensure that the par value of any shares issuable upon the exercise of this
Warrant will not be increased above the amount payable therefor upon such
exercise, and (b) will take or procure the taking of all such action as may be
necessary or appropriate in order that the


                                      -11-



Company may validly and legally issue fully paid and non-assessable Warrant
Shares upon exercise of this Warrant.

     9.14 REPRESENTATIONS AND WARRANTIES. The Company covenants that the
representations and warrants set forth in Exhibit B hereto shall be true and
correct in all material respects as of the date of this Warrant.

      [remainder of page intentionally left blank; signature page follows]


                                      -12-



          IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer as of the first date above written.

                                        YINGLI GREEN ENERGY HOLDING COMPANY
                                        LIMITED


                                        By:
                                            ------------------------------------
                                        Name: Liansheng Miao
                                        Title: Chairman and Chief Executive
                                               Officer

                            SIGNATURE PAGE TO WARRANT



                                                                       Exhibit A

                                  EXERCISE FORM

                 (To be executed upon exercise of this Warrant)

To: Yingli Green Energy Holding Company Limited

     The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant, to purchase ________________ Warrant Shares, and
tenders herewith payment of the purchase price (Exercise Price) in full in the
form of (complete as applicable):

     [ ]  cash (via wire transfer) or a certified or official bank check, to the
          order of Yingli Green Energy Holding Company Limited, in the amount of
          United States Dollars ______________ in accordance with the terms of
          this Warrant; and/or

     [ ]  forgiveness of accounts receivable of the Company to Warrantholder in
          the amount of United States Dollars ______________ in accordance with
          the terms of this Warrant.

     The undersigned requests that a certificate (or certificates) for such
Warrant Shares be registered in the name of the undersigned and that such
certificate (or certificates) be delivered to the undersigned's address below.

     Dated:                    .
            -------------------


                                        Signature
                                                  ------------------------------

                                        ----------------------------------------
                                                      (Print Name)

                                        ----------------------------------------
                                                    (Street Address)

                                        ----------------------------------------
                                        (City)         (State)        (Zip Code)

     If said number of shares shall not be all the shares purchasable under the
within Warrant, a new Warrant is to be issued in the name of said undersigned
for the balance remaining of the shares purchasable thereunder.



                                   ASSIGNMENT

                (To be executed only upon assignment of Warrant)

     For value received, ______________________________ hereby sells, assigns
and transfers unto the Assignee(s) named below the rights represented by such
Warrant to purchase number of Warrant Shares listed opposite the respective
name(s) of the Assignee(s) named below and all other rights of the Warrantholder
under the within Warrant, and does hereby irrevocably constitute and appoint
_____________________________ as attorney, to transfer said Warrant on the books
of the within-named Company with respect to the number of Warrant Shares set
forth below, with full power of substitution in the premises:



 Name(s) of
Assignee(s)   Address   No. of Warrant Shares
- -----------   -------   ---------------------
                  



And if said number of Warrant Shares shall not be all the Warrant Shares
represented by the Warrant, a new Warrant is to be issued in the name of said
undersigned for the balance remaining of the Warrant Shares registered by said
Warrant.

Dated:                ,
       ---------------  ----

                                        Signature
                                                  ------------------------------
                                        Note: The above signature should
                                              correspond exactly with the name
                                              on the face of this Warrant



                                                                       Exhibit B

CORPORATE STATUS. The Company is organized under the laws of the Cayman Islands
and is duly incorporated, validly existing, and in good standing under the laws
of the Cayman Islands.

AUTHORIZATION. All corporate action on the part of the Company and its officers,
directors and shareholders necessary for the Company to execute and perform this
Warrant has been taken.

VALIDITY OF WARRANT. This Warrant is a legally valid and binding obligation of
the Company. Upon issuance, the Warrant Shares will be duly authorized, validly
issued, fully paid and non-assessable, and free of any liens or encumbrances
except for restrictions on transfer under the securities laws and any agreement
to which the Warrantholder becomes a party. The issuance of this Warrant and the
issuance of the Warrant Shares do not and will not violate any agreements to
which the Company is, or at the time of issuance will be, a party.

SUFFICIENT ORDINARY SHARES. The Company has a sufficient number of Ordinary
Shares to enable the issuance of the Warrant Shares. In the event the number of
authorized but unissued Ordinary Shares of the Company is not sufficient to
effect the issuance of Warrant Shares specified under the Exercise Notice at the
time of exercise, the Company shall promptly take all necessary actions to
increase its authorized but unissued Ordinary Shares to such number to be
sufficient for such purposes.

NO INCONSISTENT AGREEMENTS. The Company has not previously entered into, and
will not on or after the date of this Warrant enter into, any agreement with
respect to its securities that is inconsistent with this Warrant or that would
preclude the Company from discharging its obligations hereunder.

GOVERNMENTAL AND THIRD PARTY CONSENTS. All consents, approvals, orders,
authorizations, registrations, qualifications, designations, declarations or
filings with or from any governmental agency or authority or any other person or
entity required on the part of the Company in connection with the execution,
delivery or performance of this Warrant and the consummation of the transactions
contemplated herein have been obtained.

COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in violation of any
provision of its Memorandum or Articles of Association; any mortgage, indenture,
contract, agreement, instrument, judgment, decree or order; or any statute, rule
or regulation applicable to the Company. The execution, delivery and performance
of and compliance with this Warrant pursuant to the terms hereof, will not
result in any violation or be in conflict with or constitute a default under any
such provision, or result in the creation of any mortgage, pledge, lien,
encumbrance or charge upon any of the properties or assets of the Company
pursuant to any such provision.

EX-4.14

                                                                    EXHIBIT 4.14

     THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED
PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL
AND STATE SECURITIES LAWS, THE WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE
OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

                          WARRANT NO.: ________________


                    *****************************************

                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

                        ORDINARY SHARES PURCHASE WARRANT

                    *****************************************

                          Issue Date: December 29, 2006

     This certifies that, for good and valuable consideration, Yingli Green
Energy Holding Company Limited, a Cayman Islands exempted company (the
"Company"), grants to China Sunshine Investment Co., Ltd., a company
incorporated under the laws of the British Virgin Islands (the "Warrantholder"),
the right to subscribe for and purchase from the Company the number of validly
issued, fully paid and nonassessable shares (the "Warrant Shares") of the
Company's Ordinary Shares, US$0.01 par value (the "Ordinary Shares") specified
in Section 1.1 hereof, at the purchase price per share (the "Exercise Price")
determined as set forth in Section 1.3 hereof, as may be adjusted in accordance
with the terms hereof, exercisable at any time and from time to time during the
Exercise Period, as defined in Section 1.6 hereof, all subject to the terms,
conditions and adjustments herein set forth. See Section 8 for definitions of
certain terms used herein.



     1. WARRANT TERMS GENERALLY.

     1.1 NUMBER OF WARRANT SHARES.

     Subject to Section 1.6 below, this Warrant shall enable the Warrantholder
to purchase 2,068,252 Ordinary Shares, as such number may be adjusted pursuant
to the terms hereof.

     1.2 CASH EXERCISE OF WARRANT.

     Subject to Section 1.6, this Warrant may be exercised by the Warrantholder
by (i) the surrender of this Warrant to the Company, with a duly executed
Exercise Form specifying the number of Warrant Shares to be purchased, during
normal business hours on any Business Day during the Exercise Period and (ii)
the delivery of payment to the Company, for the account of the Company, (A) by
wire transfer of immediately available funds to a bank account specified by the
Company, of the Exercise Price for the number of Warrant Shares specified in the
Exercise Form in United States Dollars, (B) by forgiveness or the offsetting of
an amount of accounts receivable from the Company to the Warrantholder equal to
the Exercise Price for the number of Warrant Shares specified in the Exercise
Form in United States Dollars or (C) by any combination of the foregoing.
Subject to Section 1.6, the Company agrees that such Warrant Shares shall be
deemed to be issued to the Warrantholder as the record holder of such Warrant
Shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for the Warrant Shares as aforesaid. Subject
to Section 1.6, a stock certificate or certificates for the Warrant Shares
specified in the Exercise Form shall be delivered to the Warrantholder as
promptly as practicable, and in any event within 10 days thereafter. No
adjustments shall be made on Warrant Shares issuable on the exercise of this
Warrant for any cash dividends paid or payable to holders of record of Ordinary
Shares prior to the date as of which the Warrantholder shall be deemed to be the
record holder of such Warrant Shares.

     1.3 EXERCISE PRICE.

     The Exercise Price shall be US$4.835 per Warrant Share, as such price may
be adjusted from time to time pursuant to Section 6 hereof.

     1.4 PAYMENT OF TAXES. The issuance of certificates for Warrant Shares shall
be made without charge to the Warrantholder for any stock transfer or other
issuance tax in respect thereto.

     1.5 INFORMATION. Upon receipt of a written request from a Warrantholder,
the Company agrees to deliver promptly to such Warrantholder a copy of its
current financial statements and to provide such other information concerning
the Company as such Warrantholder may reasonably request in order to assist the
Warrantholder in evaluating the merits and risks of exercising the Warrant and
to make an informed investment decision in connection with such exercise.

     1.6 EXERCISE PERIOD. This Warrant shall be exercisable in whole, but not in
part, at any time within 45 days following the repayment by Baoding Tianwei
Yingli New Energy Resources Co., Ltd. ("Tianwei Yingli") to China Foreign
Economic and Trade Trust & Investment Co., Ltd (Chinese Characters) ("FOTIC") of
a loan advanced to from FOTIC to Tianwei Yingli pursuant to a repayment
agreement entered into among


                                      -2-



Tianwei Yingli, FOTIC, the Warrantholder and the Company on the date hereof
(such period, the "Exercise Period").

     2. RESTRICTIONS ON TRANSFER; RESTRICTIVE LEGENDS.

     2.1 RESTRICTIONS ON TRANSFER; COMPLIANCE WITH SECURITIES LAWS.

          (a) This Warrant and the Warrant Shares issued upon the exercise of
the Warrant are not assignable or transferable except this Warrant (and all
rights hereunder) and the Warrant Shares issued upon the exercise of the Warrant
may be assigned or transferred, in whole or in part, to an Affiliate of the
Warrantholder, which shall thereafter be deemed to be the Warrantholder for all
purposes herein, provided, however, the Warrant Shares issued upon the exercise
of the Warrant may not be transferred or assigned in whole or in part without
compliance with all applicable federal and state securities laws by the
transferor and transferee.

          (b) The Warrantholder, by acceptance hereof, acknowledges that this
Warrant and the Warrant Shares to be issued upon exercise hereof are being
acquired solely for the Warrantholder's own account and not as a nominee for any
other party, and for investment, and that the Warrantholder will not offer, sell
or otherwise dispose of any Warrant Shares to be issued upon exercise hereof
except under circumstances that will not result in a violation of the Securities
Act or any state securities laws. Upon exercise of this Warrant, the
Warrantholder shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the Warrant Shares so purchased are being
acquired solely for the Warrantholder's own account and not as a nominee for any
other party, for investment, and not with a view toward distribution or resale.
The Warrantholder represents and warrants to the Company that the Warrantholder
is an "accredited investor" as that term is defined in Rule 501(a) of Regulation
D promulgated under the 1933 Act. The Warrantholder understands that the Warrant
and any Warrant Shares acquired upon exercise of this Warrant are being offered
and sold to the Warrantholder in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws
and that the Company is relying in part upon the truth and accuracy of, and the
Warrantholder's compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Warrantholder set forth herein in
order to determine the availability of such exemptions and the eligibility of
the Warrantholder to initially acquire the Warrant Shares.

     2.2 RESTRICTIVE LEGENDS. This Warrant shall (and each Warrant issued in
substitution for this Warrant issued pursuant to Section 4 shall) be stamped or
otherwise imprinted with a legend in substantially the following form:

          "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS
     WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND
     HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED
     UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, THE WARRANT AND ANY
     SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR
     OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT


                                      -3-



     UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN
     OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
     REQUIRED."

Except as otherwise permitted by this Section 2, each stock certificate for
Warrant Shares issued upon the exercise of any Warrant and each stock
certificate issued upon the direct or indirect transfer of any such Warrant
Shares shall be stamped or otherwise imprinted with a legend in substantially
the following form:

          "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
     APPLICABLE STATE SECURITIES LAWS, AND HAVE BEEN ISSUED PURSUANT TO AN
     EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE
     SECURITIES LAWS, THE SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
     OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE
     SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF
     COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

     Notwithstanding the foregoing, the Warrantholder may require the Company to
issue a stock certificate for Warrant Shares without a legend if (i) such
Warrant Shares, as the case may be, have been registered for resale under the
Securities Act or sold pursuant to Rule 144 under the Securities Act (or a
successor rule thereto) or (ii) the Warrantholder has received an opinion of
counsel reasonably satisfactory to the Company that such registration is not
required with respect to such Warrant Shares. If either condition in the
foregoing sentence has been satisfied, the Company shall, without expense
(except for the payment of any applicable transfer tax) and as expeditiously as
possible, issue a new stock certificate not bearing such legend.

     2.3 REGISTRATION. The Warrant Shares shall be deemed to constitute
"Registrable Securities" defined in the Second Amended and Restated Shareholders
Agreement, dated as of December 15, 2006 (the "Shareholders Agreement"), among
the Company, Yingli Power Holding Company Ltd., Mr. Liansheng Miao and the
investors listed on Schedule I attached thereto. In respect of the Warrant
Shares, the Warrantholder shall be entitled to the registration rights to which
the Series B Shareholders (as defined in the Shareholder Agreement) are entitled
under the Shareholders Agreement.

     2.4 SPLIT-UP, COMBINATION AND EXCHANGE OF WARRANTS. This Warrant may be
split up, combined or exchanged for another Warrant or Warrants containing the
same terms to purchase a like aggregate number of Warrant Shares. If the
Warrantholder desires to split up, combine or exchange this Warrant, the
Warrantholder shall make such request in writing delivered to the Company and
shall surrender to the Company this Warrant and any other Warrants to be so
split-up, combined or exchanged. Upon any such surrender for a split-up,
combination or exchange, the Company shall execute and deliver to the person
entitled thereto a Warrant or Warrants, as the case may be, as so requested. The
Company shall not be required to effect any split-up, combination or exchange
which will result in the


                                      -4-



issuance of a Warrant entitling the Warrantholder to purchase upon exercise a
fraction of an Ordinary Share or a fractional Warrant. The Company may require
such Warrantholder to pay a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any split-up, combination or
exchange of Warrants.

     3. RESERVATION OF SHARES

     The Company covenants and agrees that all Warrant Shares which are issuable
upon the exercise of this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable and free from all taxes, liens, security interests,
charges and other encumbrances with respect to the issue thereof, other than
taxes in respect of any transfer occurring contemporaneously with such issue.
The Company further covenants and agrees that, during the Exercise Period, the
Company will at all times have authorized and reserved, and keep available free
from preemptive rights, a sufficient number of Ordinary Shares to provide for
the exercise of the rights represented by this Warrant.

     4. EXCHANGE, LOSS OR DESTRUCTION OF WARRANT.

     Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant and, in the case of
loss, theft or destruction, of such bond or indemnification as the Company may
reasonably require, and, in the case of such mutilation, upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor. The term "Warrant" as used in this Agreement shall be deemed to
include any Warrants issued in substitution or exchange for this Warrant.

     5. OWNERSHIP OF WARRANT.

     The Company may deem and treat the person in whose name this Warrant is
registered as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary.

     6. CERTAIN ADJUSTMENTS.

     6.1 The number of Warrant Shares purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment as follows:

     (a) Share Dividends, Share Splits, or Share Subdivisions. If at any time
prior to the exercise of this Warrant in full (i) the Company shall fix a record
date for the issuance of any share dividend payable in Ordinary Shares or the
Company's assets (excluding cash dividends paid or payable solely out of
retained earnings) or (ii) the number of Ordinary Shares shall have been
increased by a subdivision or split-up of Ordinary Shares, then, on the record
date fixed for the determination of holders of Ordinary Shares entitled to
receive such dividend (without payment of additional consideration for such
dividend), or immediately after the effective date of subdivision or split-up,
as the case may be, the number of Ordinary Shares to be delivered upon exercise
of this Warrant will be increased so that the Warrantholder will be entitled to
receive the number of Ordinary Shares that such Warrantholder would have owned
immediately following such action had this Warrant been exercised immediately
prior thereto, and the Exercise Price will be adjusted as provided below in
paragraph (f).


                                      -5-



     (b) Combination of Stock. If at any time prior to the exercise of this
Warrant in full the number of Ordinary Shares outstanding shall have been
decreased by a combination of the outstanding Ordinary Shares, then, immediately
after the effective date of such combination, the number of Ordinary Shares to
be delivered upon exercise of this Warrant will be decreased so that the
Warrantholder thereafter will be entitled to receive the number of Ordinary
Shares that such Warrantholder would have owned immediately following such
action had this Warrant been exercised immediately prior thereto, and the
Exercise Price will be adjusted as provided below in paragraph (f).

     (c) Preservation of Purchase Rights in Certain Transactions. In case of any
reclassification, capital reorganization or other change of outstanding Ordinary
Shares (other than a subdivision or combination of the outstanding Ordinary
Shares and other than a change in the par value of the Ordinary Shares) or in
case of any consolidation or merger of the Company with or into another
corporation (other than merger with a subsidiary in which the Company is the
continuing corporation and that does not result in any reclassification, capital
reorganization or other change of outstanding Ordinary Shares of the class
issuable upon exercise of this Warrant) or in the case of any sale, lease,
transfer or conveyance to another corporation of the property and assets of the
Company as an entirety or substantially as an entirety, the Company shall, as a
condition precedent to such transaction cause such successor or purchasing
corporation, as the case may be, to execute with the Warrantholder an agreement
granting the Warrantholder the right thereafter, upon payment of the Exercise
Price in effect immediately prior to such action, to receive upon exercise of
this Warrant the kind and amount of shares and other securities and property
which the Warrantholder would have owned or have been entitled to receive after
the happening of such reclassification, change, consolidation, merger, sale or
conveyance had this Warrant been exercised immediately prior to such action. In
the event that in connection with any such reclassification, capital
reorganization, change, consolidation, merger, sale or conveyance, additional
Ordinary Shares shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for, or of, a security of Company other than
Ordinary Shares, any such issue shall be treated as an issue of Ordinary Shares
covered by the provisions of Article 6. The provisions of this Section 6.1 shall
similarly apply to successive reclassifications, capital reorganizations,
consolidations, mergers, sales or conveyances.

     (d) Fractional Shares. No fractional Ordinary Shares or scrip shall be
issued to any Warrantholder in connection with the exercise of this Warrant.
Instead of any fractional Ordinary Shares that would otherwise be issuable to
such Warrantholder, the Company will pay to such Warrantholder a cash adjustment
in respect of such fractional interest in an amount equal to that fractional
interest of the fair market value of one Ordinary Share as of the date of
exercise as determined by the Board of Directors of the Company.

     (e) Carryover. Notwithstanding any other provision of this Section 6, no
adjustment shall be made to the number of Ordinary Shares to be delivered to the
Warrantholder (or to the Exercise Price) if such adjustment represents less than
1% of the number of shares to be so delivered, but any lesser adjustment shall
be carried forward and shall be made at the time and together with the next
subsequent adjustment which together with any adjustments so carried forward
shall amount to 1% or more of the number of shares to be so delivered.


                                      -6-



     (f) Exercise Price Adjustment. Whenever the number of Warrant Shares
purchasable upon the exercise of the Warrant is adjusted, as herein provided,
the Exercise Price payable upon the exercise of this Warrant shall be adjusted
by multiplying such Exercise Price immediately prior to such adjustment by a
fraction, of which the numerator shall be the number of Warrant Shares
purchasable upon the exercise of the Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Warrant Shares
purchasable immediately thereafter, provided that the Exercise Price shall not
be less than the par value of the Ordinary Share.

     (g) No Duplicate Adjustments. Notwithstanding anything else to the contrary
contained herein, in no event will an adjustment be made under the provisions of
this Section 6 to the number of Warrant Shares issuable upon exercise of this
Warrant or the Exercise Price for any event if an adjustment having
substantially the same effect to the Warrantholder as any adjustment that
otherwise would be made under the provisions of this Section 6 is made by the
Company for any such event to the number of Ordinary Shares (or other
securities) issuable upon exercise of this Warrant.

     6.2 NO ADJUSTMENT FOR DIVIDENDS. Except as provided in Section 6.1, no
adjustment in respect of any dividends shall be made during the term of the
Warrant or upon the exercise of this Warrant.

     6.3 NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares or the
Exercise Price of such Warrant Shares is adjusted, as herein provided, the
Company shall promptly mail by first class, postage prepaid, to the
Warrantholder, notice of such adjustment or adjustments and a certificate of the
chief financial officer of the Company setting forth the number of Warrant
Shares and the Exercise Price of such Warrant Shares after such adjustment,
setting forth a brief statement of the facts requiring such adjustment and
setting forth the computation by which such adjustment was made.

     7. NOTICES OF CORPORATE ACTION.

     In the event of:

     (a) any taking by the Company of a record of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled
to receive any dividend or other distribution, or any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, or

     (b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any Change of Control or
any redemption or conversion of outstanding Ordinary Shares, or

     (c) any voluntary or involuntary dissolution, liquidation or winding-up of
the Company,

the Company will mail to the Warrantholder a notice specifying (i) the date or
expected date on which any such record is to be taken for the purpose of such
dividend, distribution or right and the amount and character of any such
dividend, distribution or right, (ii) the date or expected date on which any
such reorganization, reclassification, recapitalization, Change of Control,
redemption or conversion of Ordinary Shares, dissolution, liquidation or


                                      -7-



winding-up is to take place and the time, if any such time is to be fixed, as of
which the holders of record of Ordinary Shares (or other securities) shall be
entitled to exchange their Ordinary Shares (or other securities) for the
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, Change of Control, redemption or conversion
of Ordinary Shares, dissolution, liquidation or winding-up and (iii) that in the
event of a Change of Control, the Warrants are exercisable immediately prior to
the consummation of such Change of Control. Such notice shall be mailed at least
twenty (20) days prior to the date therein specified, in the case of any date
referred to in the foregoing subdivision (i), and at least 20 days prior to the
date therein specified, in the case of the date referred to in the foregoing
subdivision (ii).

     8. DEFINITIONS.

     As used herein, unless the context otherwise requires, the following terms
have the following respective meanings:

     Affiliate: means, in respect of the Warrantholder, any other Person that
directly or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such Person, including, without
limitation, any general partner, officer or director of such Person and any
venture capital fund now or hereafter existing which is controlled by or under
common control with one or more general partners or shares the same management
company with such Person.

     Business Day: any day other than a Saturday, Sunday or a day on which
national banks are authorized by law to close in Hong Kong.

     Change of Control: shall mean (i) the consolidation of the Company with or
merger of the Company with or into any other person in which the Company is not
the surviving corporation, (ii) the sale or conveyance of all or substantially
all of the assets of the Company to any other person, or (iii) any sale or
transfer of any capital stock of the Company after the date of this Agreement,
following which 50% of the combined voting power of the Company becomes
beneficially owned by one person or group acting together. For purposes of this
definition, "group" shall have the meaning as such term is used in Section
13(d)(1) under the Exchange Act.

     Company: Yingli Green Energy Holding Company Limited, an exempted company
with limited liability incorporated and existing under the laws of the Cayman
Islands.

     Control: with respect to any third Person means the possession, directly or
indirectly, of the power or the ability to direct or cause the direction of the
management and affairs of such third Person whether, through the ownership of
voting securities, as trustee or executor, by contract or otherwise, including,
without limitation, the ownership, directly or indirectly, of securities having
the power to elect a majority of the board of directors or similar body of such
third Person.

     Exchange Act: the Securities Exchange Act of 1934, as amended, or any
successor federal statute, and the rules and regulations of the SEC thereunder,
all as the same shall be in effect at the time. Reference to a particular
section of the Securities Exchange Act of 1934, as amended, shall include a
reference to a comparable section, if any, of any successor federal statute.


                                      -8-



     Exercise Form: an Exercise Form in the form annexed hereto as Exhibit A.

     Exercise Price: the meaning specified in Section 1.3 of this Warrant, as
such price may be adjusted pursuant to Section 6 hereof.

     Person: shall mean any individual, sole proprietorship, partnership,
estate, trust, unincorporated organization, association, corporation,
institution, public benefit corporation, entity, governmental or regulatory
authority or other entity of any kind or nature.

     SEC: the Securities and Exchange Commission or any other federal agency at
the time administering the Securities Act or the Exchange Act, whichever is the
relevant statute for the particular purpose.

     Securities Act: the Securities Act of 1933, as amended, or any successor
federal statute, and the rules and regulations of the SEC thereunder, all as the
same shall be in effect at the time. Reference to a particular section of the
Securities Act of 1933, as amended, shall include a reference to the comparable
section, if any, of any successor federal statute.

     Warrantholder: China Sunshine Investment Co., Ltd. or its permitted
assignees and transferees of this Warrant pursuant to the terms hereof.

     Warrant Shares: the meaning specified on the cover of this Warrant, subject
to the provisions of Section 6.

     9. MISCELLANEOUS.

     9.1 ENTIRE AGREEMENT. This Warrant constitutes the entire agreement between
the Company and the Warrantholder with respect to this Warrant and the Warrant
Shares.

     9.2 BINDING EFFECTS; BENEFITS. This Warrant shall inure to the benefit of
and shall be binding upon the Company and the Warrantholder and their respective
successors. Nothing in this Warrant, expressed or implied, is intended to or
shall confer on any person other than the Company and the Warrantholder, or
their respective successors, any rights, remedies, obligations or liabilities
under or by reason of this Warrant.

     9.3 AMENDMENTS AND WAIVERS. This Warrant may not be modified or amended
except by an instrument or instruments in writing signed by the Company and the
Warrantholder. Either the Company or the Warrantholder may, by an instrument in
writing, waive compliance by the other party with any term or provision of this
Warrant on the part of such other party hereto to be performed or complied with.
The waiver by any such party of a breach of any term or provision of this
Warrant shall not be construed as a waiver of any subsequent breach.

     9.4 SECTION AND OTHER HEADINGS. The section and other headings contained in
this Warrant are for reference purposes only and shall not be deemed to be a
part of this Warrant or to affect the meaning or interpretation of this Warrant.

     9.5 FURTHER ASSURANCES. Each of the Company and the Warrantholder shall do
and perform all such further acts and things and execute and deliver all such
other certificates, instruments and documents as the Company or the
Warrantholder may, at any


                                      -9-



time and from time to time, reasonably request in connection with the
performance of any of the provisions of this Agreement.

     9.6 NOTICES. All notices and other communications required or permitted to
be given under this Warrant shall be in writing and shall be deemed to have been
duly given upon personal delivery to the party to be notified, or when sent by
telecopier (with receipt confirmed and promptly confirmed by personal delivery,
first class mail, or courier), or internationally recognized overnight courier
service and addressed as follows (or at such other address as a party may
designate by notice to the other):

          If to the Warrantholder, to:

          China Sunshine Investment Co., Ltd.
          Facsimile No.: +86 10 68095008
          Attn: Jiangquan Yang

          If to the Company, to:

          Yingli Green Energy Holding Company Limited
          No. 3055 Middle Fuxing Road
          Baoding, People's Republic of China
          Facsimile No.: +86 312 2151 881
          Attn: Conghui Liu

          and

          Simpson Thacher & Bartlett LLP
          35/F ICBC Tower
          3 Garden Road
          Central, Hong Kong
          Facsimile No.: +852-2869-7694
          Attn: Leiming Chen, Esq.

Except as otherwise provided herein, all such notices and communications shall
be deemed to have been received on the date of delivery thereof, if delivered
personally or by overnight courier or facsimile transmission (if promptly
confirmed as stated above), or on the third Business Day after the mailing
thereof.

     9.7 SEVERABILITY. Any term or provision of this Warrant which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the terms and provisions of this Warrant or affecting the
validity or enforceability of any of the terms or provisions of this Warrant in
any other jurisdiction.

     9.8 GOVERNING LAW. This Warrant shall be deemed to be a contract made under
the laws of the State of New York (irrespective of its choice of law
principles).

     9.9 NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained in this
Warrant shall be determined as conferring upon the Warrantholder any rights as a
stockholder of the Company or as imposing any liabilities on the Warrantholder
to purchase any securities


                                      -10-



whether such liabilities are asserted by the Company or by creditors or
stockholders of the Company or otherwise.

     9.10 NO INCONSISTENT AGREEMENTS. The Company will not on or after the date
of this Warrant enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Warrantholder or otherwise conflicts
with the provisions hereof. The rights granted to the Warrantholder hereunder do
not in any way conflict with and are not inconsistent with the rights granted to
holders of the Company's securities under any other agreements.

     9.11 ATTORNEYS' FEES. In any action or proceeding brought to enforce any
provisions of this Warrant, or where any provision hereof is validly asserted as
a defense, the successful party shall be entitled to recover reasonable
attorneys' fees and disbursements in addition to its costs and expenses and any
other available remedy.

     9.12 DISPUTE RESOLUTION. Any controversy or claim arising out of or
relating to this Agreement, or any breach of this Agreement, shall be initiated,
maintained and finally determined by binding arbitration under the rules of
conciliation and arbitration of the International Chamber of Commerce (the
"ICC"); and the site of the arbitration, unless the parties agree otherwise,
shall be in Hong Kong. The arbitral tribunal shall be appointed within thirty
(30) days of the notice of dispute, and shall consist of three arbitrators, one
of which shall be appointed by the Warrantholder and one by the Company and the
third by the Warrantholder and the Company jointly; provided, however, that if
the Warrantholder and the Company shall be unable to select the third arbitrator
within such thirty (30)-day period, such third arbitrator shall be chosen by the
International Court of Arbitration of the ICC. Judgment upon any award rendered
may be entered in any court having jurisdiction thereof, or application may be
made to such court for a judicial acceptance of the award and an order of
enforcement, as the case may be. Any award pursuant to such proceeding shall be
granted in U.S. Dollars. The fees and costs of the arbitration shall be shared
equally by all disputing parties. The arbitrators shall award legal fees,
disbursements and other expenses to the prevailing party for such amounts as
determined by the arbitrators to be appropriate.

     9.13 NO IMPAIRMENT. The Company will not cooperate with or facilitate any
amendment of its Memorandum and Articles of Association or other constitutional
documents, or any reorganization, consolidation, merger, dissolution, issue or
sale of shares, sale of assets or any other voluntary action, so as to avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Warrantholder against impairment. Without limiting
the generality of the foregoing, the Company (a) will use its best efforts to
ensure that the par value of any shares issuable upon the exercise of this
Warrant will not be increased above the amount payable therefor upon such
exercise, and (b) will take or procure the taking of all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and non-assessable Warrant Shares upon exercise of this Warrant.


                                      -11-



      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]


                                      -12-



     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer as of the first date above written.

                                        YINGLI GREEN ENERGY HOLDING COMPANY
                                        LIMITED


                                        By: /s/ Miao Liansheng
                                            ------------------------------------
                                        Name: Miao Liansheng
                                              ----------------------------------
                                        Title: Chief Executive Officer
                                               ---------------------------------

                            SIGNATURE PAGE TO WARRANT



                                                                       Exhibit A

                                  EXERCISE FORM

                 (To be executed upon exercise of this Warrant)

To: Yingli Green Energy Holding Company Limited

     The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant, to purchase ________________ Warrant Shares, and
tenders herewith payment of the purchase price (Exercise Price) in full in the
form of (complete as applicable):

     [ ]  cash (via wire transfer) or a certified or official bank check, to the
          order of Yingli Green Energy Holding Company Limited, in the amount of
          United States Dollars ______________ in accordance with the terms of
          this Warrant; and/or

     [ ]  forgiveness of accounts receivable of the Company to Warrantholder in
          the amount of United States Dollars ______________ in accordance with
          the terms of this Warrant.

The undersigned requests that a certificate (or certificates) for such Warrant
Shares be registered in the name of the undersigned and that such certificate
(or certificates) be delivered to the undersigned's address below.

     Dated: ___________________.


                                        Signature
                                                  ------------------------------

                                        ----------------------------------------
                                                      (Print Name)

                                        ----------------------------------------
                                                    (Street Address)

                                        ----------------------------------------
                                        (City)         (State)        (Zip Code)

     If said number of shares shall not be all the shares purchasable under the
within Warrant, a new Warrant is to be issued in the name of said undersigned
for the balance remaining of the shares purchasable thereunder.




                                   ASSIGNMENT

                (To be executed only upon assignment of Warrant)

     For value received, ______________________________ hereby sells, assigns
and transfers unto the Assignee(s) named below the rights represented by such
Warrant to purchase number of Warrant Shares listed opposite the respective
name(s) of the Assignee(s) named below and all other rights of the Warrantholder
under the within Warrant, and does hereby irrevocably constitute and appoint
_____________________________ as attorney, to transfer said Warrant on the books
of the within-named Company with respect to the number of Warrant Shares set
forth below, with full power of substitution in the premises:



 Name(s) of
Assignee(s)   Address   No. of Warrant Shares
- -----------   -------   ---------------------
                  



And if said number of Warrant Shares shall not be all the Warrant Shares
represented by the Warrant, a new Warrant is to be issued in the name of said
undersigned for the balance remaining of the Warrant Shares registered by said
Warrant.

Dated: _______________, ____


                                        Signature
                                                  ------------------------------
                                        Note: The above signature should
                                              correspond exactly with the name
                                              on the face of this Warrant

EX-4.15

                                                                    EXHIBIT 4.15

                                                               EXECUTION VERSION

                             AMENDMENT NO. 1 TO THE

                     AMENDED AND RESTATED SERIES B PREFERRED
                            SHARE PURCHASE AGREEMENT

                                       AND

                               WARRANT SIDE LETTER

                            Dated as of March 9, 2007

                                     Between

                  YINGLI GREEN ENERGY HOLDING COMPANY LIMITED,

                       YINGLI POWER HOLDING COMPANY, LTD.,

                                 LIANSHENG MIAO,

                                       and

                    BAYTREE INVESTMENTS (MAURITIUS) PTE LTD.



     This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SERIES B PREFERRED SHARE
PURCHASE AGREEMENT AND WARRANT SIDE LETTER, dated as of March 9, 2007 (this
"Amendment Agreement"), between Yingli Green Energy Holding Company Limited, an
exempted company with limited liability incorporated and existing under the laws
of the Cayman Islands (the "Company"), Yingli Power Holding Company Ltd., a
company with limited liability incorporated and existing under the laws of the
British Virgin Islands, Mr. Liansheng Miao and Baytree Investments (Mauritius)
Pte Ltd. (the "Lead Investor"). Unless otherwise specified herein, capitalized
terms used herein but not otherwise defined herein shall have the meanings
ascribed to them in the Share Purchase Agreement (defined below).

                                   WITNESSETH

     WHEREAS, the Company, Yingli Power Holding Company Ltd., Mr. Liansheng
Miao, the Lead Investor and certain other investors (together with the Lead
Investor, the "Investors") entered into the Amended and Restated Series B
Preferred Share Purchase Agreement (the "Share Purchase Agreement"), dated as of
December 15, 2006, under which the Investors purchased an aggregate of
24,405,377 of the Series B Preferred Shares, par value US$0.01 per share, of the
Company;

     WHEREAS, the Company and the Lead Investor entered into the Warrant Side
Letter, dated as of December 20, 2006 (the "Warrant Side Letter"), in connection
with the issuance to the Investors (other than the Advance Payment Investors) of
warrants to purchase an aggregate of 2,112,057 Ordinary Shares, par value
US$0.01 per share, of the Company;

     WHEREAS, under Section 10.05 of the Share Purchase Agreement, the Share
Purchase Agreement may be amended only with the written consent of the Company
and the Lead Investor, in its capacity as the Lead Series B Shareholder, and any
amendment effected in accordance with such section shall be binding upon each
holder of any securities purchased under the Share Purchase Agreement at the
time outstanding, each future holder of all such securities and the Company; and

     WHEREAS, the parties hereto wish to amend and supplement certain provisions
of the Share Purchase Agreement and the Warrant Side Letter;

     NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements set forth in this Amendment Agreement, the parties
hereto agree as follows:

                                   ARTICLE I

                                   AMENDMENTS

          SECTION 1.1. Amendment of the Warrant Side Letter. The parties hereto
agree that the Warrant Side Letter shall be amended as follows:

          (a) The reference to "at any time after March 31, 2007 or such later
date" in paragraph (c) of the Warrant Side Letter shall be deleted and replaced
in its entirety by the following: "at any time after the later of (x) April 30,
2007 and (y) such later date".



                                       2


          SECTION 1.2. Amendment of the Share Purchase Agreement. The parties
hereto agree that the Share Purchase Agreement shall be amended and supplemented
as follows:

          (a) The reference to "March 31, 2007" in clause (i) of paragraph (a)
of Section 4.01 of the Share Purchase Agreement shall be deleted and replaced in
its entirety by the following: "April 30, 2007";

          (b) The reference to "March 31, 2007" in paragraph (b) of Section 8.01
of the Share Purchase Agreement shall be deleted and replaced in its entirety by
the following: "April 30, 2007";

          (c) The Warrant Side Letter, as amended pursuant to Section 1.1
hereof, shall form part of the Share Purchase Agreement, as amended pursuant to
this Section 1.2; and

          (d) This Amendment Agreement shall be one of the Transaction Documents
and Exhibit A to the Share Purchase Agreement shall be updated accordingly.

          SECTION 1.3. Full Force and Effect. For the avoidance of doubt, all
other provisions of each of the Share Purchase Agreement and the Warrant Side
Letter shall remain in full force and effect.

                                   ARTICLE II

                                    COVENANTS

          SECTION 2.1. Further Assurances. Each of the parties hereto agrees to
use its commercially reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
the transactions contemplated by this Amendment Agreement.

          SECTION 2.2. Confidentiality. Each of the parties shall hold, and
shall cause its representatives to hold, in confidence this Amendment Agreement,
all documents and information furnished to it by or on behalf of the other party
in connection with the transactions contemplated hereby and shall continue to be
bound by the terms of the confidentiality agreement between the Company and the
Lead Investor, the terms of which are incorporated herein by reference.

                                  ARTICLE III

                                  MISCELLANEOUS

          SECTION 3.1. Entire Agreement. This Amendment Agreement and the Share
Purchase Agreement (including the exhibits and annexes attached thereto,
including the Warrant Side Letter, as amended pursuant to this Amendment
Agreement) constitute the sole entire agreement and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof and thereof.



                                       3


          SECTION 3.2. Expenses. Each party shall pay its own costs and expenses
incurred in connection with the negotiation, execution and closing of this
Amendment Agreement and the transactions contemplated hereby and thereby,
whether or not the transactions contemplated hereby are consummated.

          SECTION 3.3. Amendment and Waiver. This Amendment Agreement may be
amended and the observance of any term of this Amendment Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only with the prior written consent of the Company and the Lead
Investor. Any amendment or waiver effected in accordance with this section shall
be binding upon each holder of any securities purchased in the Share Purchase
Agreement at the time outstanding (including securities into which such
securities are convertible), each future holder of all such securities and other
parties hereto.

          SECTION 3.4. Assignment. Neither this Amendment Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by any party
hereto without the prior written consent of the other party hereto shall be
void, except that the Lead Investor may assign any or all of its rights,
interests and obligations hereunder to its Affiliates, provided that any such
Affiliate agrees in writing to be bound by all of the terms, conditions and
provisions contained herein, but no such assignment shall relieve such Lead
Investor of its obligations hereunder. Subject to the preceding sentence, this
Amendment Agreement is binding upon, inures to the benefit of and is enforceable
by the parties hereto and their respective successors and permitted assigns.

          SECTION 3.5. Headings. The headings used in this Amendment Agreement
have been inserted for convenience of reference only and do not define or limit
the provisions hereof.

          SECTION 3.6. Governing Law; Dispute Resolution.

          (a) This Amendment Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to a contract
executed and performed in such jurisdiction, without giving effect to the
conflicts of laws principles thereof.

          (b) Any controversy or claim arising out of or relating to this
Amendment Agreement, or any breach of this Amendment Agreement, shall be
initiated, maintained and finally determined by binding arbitration under the
rules of conciliation and arbitration of the International Chamber of Commerce
(the "ICC"); and the site of the arbitration, unless the parties agree
otherwise, shall be in Hong Kong. The arbitral tribunal shall be appointed
within thirty (30) days of the notice of dispute, and shall consist of three
arbitrators, one of which shall be appointed by the Investors and one by the
Company and the third by the Investors and the Company jointly; provided,
however, that if the Investors and the Company shall be unable to select the
third arbitrator within such thirty (30)-day period, such third arbitrator shall
be chosen by the International Court of Arbitration of the ICC. Judgment upon
any award rendered may be entered in any court having jurisdiction thereof, or
application may be made to such court for a judicial acceptance of the award and
an order of enforcement, as the case may be. Any award



                                       4


pursuant to such proceeding shall be granted in U.S. Dollars. The fees and costs
of the arbitration shall be shared equally by all disputing parties. The
arbitrators shall award legal fees, disbursements and other expenses to the
prevailing party for such amounts as determined by the arbitrators to be
appropriate.

          SECTION 3.7. Invalid Provisions. If any provision of this Amendment
Agreement is held to be illegal, invalid or unenforceable under any present or
future Law, and if the rights or obligations of any party hereto under this
Amendment Agreement shall not be materially and adversely affected thereby, (a)
such provision shall be fully severable, (b) this Amendment Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof, and (c) the remaining provisions of this
Amendment Agreement shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance
herefrom.

          SECTION 3.8. Counterparts. This Amendment Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. A facsimile,
telecopy or other reproduction of this Amendment Agreement may be executed by
one or more parties hereto and delivered by such party by facsimile or any
similar electronic transmission device pursuant to which the signature of or on
behalf of such party can be seen. Such execution and delivery shall be
considered valid, binding and effective for all purposes. At the request of any
party hereto, all parties hereto agree to execute and deliver an original of
this Amendment Agreement as well as any facsimile, telecopy or other
reproduction hereof.

                            [SIGNATURE PAGE FOLLOWS]



     IN WITNESS WHEREOF, this Amendment Agreement has been duly executed and
delivered by or on behalf of each party hereto as of the date first above
written.

                                        YINGLI GREEN ENERGY HOLDING COMPANY
                                        LIMITED


                                        By: /s/ Liansheng Miao
                                            ------------------------------------
                                        Name: Liansheng Miao
                                        Title: Chairman and Chief Executive
                                               Officer


                                        YINGLI POWER HOLDING COMPANY LTD.


                                        By: /s/ Liansheng Miao
                                            ------------------------------------
                                        Name: Liansheng Miao
                                        Title: Director


                                        Liansheng miao


                                        /s/ Liansheng Miao
                                        ----------------------------------------


                                        BAYTREE INVESTMENTS (MAURITIUS) PTE LTD.


                                        By: /s/ Yeo Lee Choo
                                            ------------------------------------
                                        Name: Yeo Lee Choo
                                        Title: Director

EX-5.1

                                                                     EXHIBIT 5.1

May 11, 2007

Yingli Green Energy Holding
   Company Limited
No. 3055 Middle Fuxing Road
Baoding 071051
People's Republic of China

Dear Sirs,

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED (THE "COMPANY")

We have acted as special Cayman legal counsel to the Company in connection with
the public offering on the New York Stock Exchange of American Depositary Shares
representing ordinary shares issued by the Company (the "Shares") and the offer
and sale of such number of ordinary shares of the Company (the "Issued Shares")
by certain selling shareholder(s) of the Company as described in the prospectus
contained in the Company's registration statement on Form F-1 (the "Registration
Statement" which term does not include any exhibits thereto) filed by the
Company under the United States Securities Act of 1933 (the "Securities Act")
with the United States Securities and Exchange Commission (the "Commission").

For the purposes of giving this opinion, we have examined and relied upon copies
of the following documents:

(i)  the Registration Statement; and

(ii) a draft of the prospectus (the "Prospectus") contained in the Registration
     Statement.

We have also reviewed and relied upon (1) the memorandum of association and the
articles of association of the Company, (2) copies of written resolutions passed
by all the directors of the Company on May 11, 2007,(3) a copy of the register
of members of the Company, and (4) such other documents and made such enquiries
as to questions of law as we have deemed necessary in order to render the
opinion set forth below.


                                                                          1 of 2


We have assumed (i) the genuineness and authenticity of all signatures, stamps
and seals and the conformity to the originals of all copies of documents
(whether or not certified) examined by us and the authenticity and completeness
of the originals from which such copies were taken; and (ii) the accuracy and
completeness of all factual representations made in the Prospectus and
Registration Statement and other documents reviewed by us.

We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than the Cayman Islands. This opinion is to be
governed by and construed in accordance with the laws of the Cayman Islands and
is limited to and is given on the basis of the current law and practice in the
Cayman Islands.

On the basis of and subject to the foregoing, we are of the opinion that:

(1)  The Company is duly incorporated and existing under the laws of the Cayman
     Islands.

(2)  The issue of the Shares has been duly authorised, and when the Shares have
     been issued, delivered and paid for in the manner described in and pursuant
     to the terms of the Prospectus and Registration Statement will be validly
     issued, fully paid and non-assessable (meaning that no further sums are
     required to be paid by the holders thereof in connection with the issue or
     holding of such shares to the Company or any third party).

(3)  The Issued Shares are validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the references to us under the
headings "Taxation", "Enforceability of Civil Liabilities" and "Legal Matters"
in the Prospectus contained in the Registration Statement. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act, or the Rules
and Regulations of the Commission thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman
- -------------------------------------
Conyers Dill & Pearman


                                                                          2 of 2

EX-5.2

                                                                     EXHIBIT 5.2

                                                                    May 11, 2007

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
No. 3055 Middle Fuxing Road
Baoding, Hebei Province,
People's Republic of China

Dear Sirs,

We are lawyers licensed to practice the law of the People's Republic of China
(the "PRC") and are qualified to provide legal advices on the law of the PRC.
For the purposes of this legal opinion, the "PRC" shall not include Hong Kong
Special Administrative Region, Macao Special Administrative Region and Taiwan.

We have acted as legal counsel on the law of the PRC to Yingli Green Energy
Holding Company Limited (the "Company"), a company incorporated under the laws
of the Cayman Islands, in connection with (i) the Company's Registration
Statement on Form F-1, including all amendments or supplements thereto (the
"Registration Statement"), filed with Securities and Exchange Commission under
the U.S. Securities Act of 1933, as amended, relating to the offering by the
Company of American Depositary Shares ("ADSs"), and (ii) the Company's proposed
listing of its ADSs on the New York Stock Exchange (the "Listing"). We have been
requested to give this opinion as to the matters set forth below.

In such capacity, we have examined the documents listed in Schedule I attached
hereto for the purpose of this opinion. In our examination of these documents,
we have assumed, with your consent, that (a) all documents submitted to us by
the Company as copies conform to their originals and all documents submitted to
us by the Company as originals are authentic; (b) all signatures, seals and
chops on such documents are genuine; and (c) all facts and information stated or
given in such documents are true and correct.

Based on the foregoing, we are of the opinion that:

1.   On August 8, 2006, six PRC regulatory agencies, namely, the Ministry of
     Commerce ("MOC"), the State Assets Supervision and Administration
     Commission ("SASAC"), the State Administration for Taxation, the State
     Administration for Industry and Commerce, the China Securities Regulatory
     Commission ("CSRC"), and the State Administration of Foreign Exchange
     ("SAFE"), jointly promulgated the Rules on the Mergers and Acquisitions of
     Domestic Enterprises by Foreign Investors (the "M&A Rules"), which became
     effective on September 8, 2006.


                                        2



     The M&A Rules require that a special purpose vehicle ("SPV"), defined as an
     offshore company directly or indirectly controlled by PRC domestic
     companies or natural person(s) and formed for the purposes of achieving
     overseas listing of interests in domestic companies actually owned by such
     PRC domestic companies or natural person(s), shall obtain an approval of
     the CSRC prior to the listing of its securities on an overseas stock
     exchange.

2.   On September 21, 2006, pursuant to the M&A Rules and other PRC laws and
     regulations, the CSRC promulgated on its official website relevant
     guidelines with respect to the procedures and documents required in
     connection with the application for approvals on listing and trading of
     domestic enterprises' securities on overseas stock exchanges (the
     "Administrative Permit Guidelines"), which provide a list of application
     materials with respect to the listing on overseas stock exchanges by SPVs.

3.   The Company acquired a 51% equity interest in Baoding Tianwei Yingli New
     Energy Resources Co., Ltd. ("Tianwei Yingli") with cash consideration in
     accordance with applicable PRC laws and regulations and obtained all
     necessary approvals from PRC regulatory agencies, including the local
     counterparts of the SASAC, the MOFCOM and the SAFE, before September 8,
     2006, the date on which the M&A Rules took effect. The Company subsequently
     increased the percentage of the equity interest it holds in Tianwei Yingli
     to 62.13% by subscribing for additional registered capital of Tianwei
     Yingli.

4.   The Administrative Permit Guidelines include a principal approval letter
     from the MOC with respect to the acquisition of domestic companies by an
     SPV. Given that the principal approval letter from the MOC is a new
     requirement under the M&A Rules, our understanding is that as an SPV having
     completed its acquisition of the 51% equity interest in Tianwei Yingli with
     cash prior to the effectiveness of the M&A Rules, the Company is not
     required to obtain such a principal approval letter from the MOC.

5.   Based on our understanding of current PRC laws, the M&A Rules and the
     Administrative Permit Guidelines, we are of the opinion that:

     (1)  The CSRC has jurisdiction over the Offering and the Listing;

     (2)  Given that the Company had completed its acquisition of the 51% equity
          interest in Tianwei Yingli before September 8, 2006, the date on which
          the M&A Rules took effect, it is not necessary for the Company to
          submit application to and obtain the approval from the CSRC in
          connection with the listing and subsequent trading of the Company's
          ADSs on the New York Stock Exchange; and


                                        3



     (3)  If an application for the CSRC approval is required from the Company,
          the Company has a justifiable basis to request a waiver from the CSRC,
          if and when such procedures are established to obtain such a waiver.

     This opinion is rendered on the basis of the PRC law and regulatory
     practice effective as of the date hereof and there is no assurance that any
     of such laws or regulatory practice will not be changed, amended or
     replaced in the immediate future or in the longer term with or without
     retrospective effect.

     We hereby consent to the use of our name under the captions "Risk Factors",
     "Enforceability of Civil Liabilities", "Restructuring", "Related Party
     Transactions", "PRC Government Regulations" and "Legal Matters" in the
     Registration Statement, originally filed by the Company with the Securities
     and Exchange Commission under the Securities Act of 1933, as amended. We
     hereby further consent to the use of this opinion in, and the filing hereof
     as an exhibit to, the above-mentioned Registration Statement. In giving
     such consent, we do not thereby admit that we come within the category of
     persons whose consent is required under Section 7 of the Securities Act of
     1933, as amended, or the regulations promulgated thereunder.

Yours faithfully

/s/ Fangda Partners
- ------------------------------------
FANGDA PARTNERS


                                        4



                                   SCHEDULE I

1.   Share transfer agreement, dated August 25, 2006, entered into by Baoding
     Yingli Group Co., Ltd. and Yingli Green Energy Holding Company Limited (the
     "Company");

2.   Joint Venture Contract, dated August 25, 2006, entered into by Baoding
     Tianwei Baobian Electric Co., Ltd. ("Tianwei Baobian") and the Company;

3.   Supplemental Contract to the Joint Venture Contract, dated October 10,
     2006, entered into by Tianwei Baobian and the Company;

4.   Supplemental Contract No. 2 to the Joint Venture Contract, dated November
     13, 2006, entered into by Tianwei Baobian and the Company; and

5.   Supplemental Contract No. 3 to the Joint Venture Contract, dated December
     18, 2006, entered into by Tianwei Baobian and the Company.


                                        5

EX-8.1

                                                                     EXHIBIT 8.1

May 11, 2007

Yingli Green Energy Holding
   Company Limited
No. 3055 Middle Fuxing Road
Baoding 071051
People's Republic of China

Dear Sirs,

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED (THE "COMPANY")

We have acted as special Cayman legal counsel to the Company in connection with
the public offering on the New York Stock Exchange of American Depositary Shares
representing ordinary shares issued by the Company (the "Shares") and the offer
and sale of such number of ordinary shares of the Company by certain selling
shareholder(s) of the Company as described in the prospectus contained in the
Company's registration statement on Form F-1 (the "Registration Statement" which
term does not include any exhibits thereto) filed by the Company under the
United States Securities Act of 1933 (the "Securities Act") with the United
States Securities and Exchange Commission (the "Commission").

For the purposes of giving this opinion, we have examined and relied upon copies
of the following documents:

(i)  the Registration Statement to be filed by the Company under the Securities
     Act with the Commission on, as amended; and

(ii) a draft of the prospectus (the "Prospectus") contained in the Registration
     Statement.

We have also reviewed and relied upon (1) the memorandum of association and the
articles of association of the Company, (2) a copy of an undertaking from the
Governor-in-Council of the Cayman Islands under the Tax Concessions Law (1999
Revision) dated 15 August, 2006, and (3) such other documents and made such
enquiries as to questions of law as we have deemed necessary in order to render
the opinion set forth below.

We have assumed (i) the genuineness and authenticity of all signatures, stamps
and seals and the conformity to the originals of all copies of documents
(whether or not certified) examined by us and the authenticity and completeness
of the originals from which such copies were taken; (ii) that where a document
has been examined by us in draft form, it will be or has been executed and/or
filed in the form of that draft, and where a number of


                                                                          1 of 2



drafts of a document have been examined by us all changes thereto have been
marked or otherwise drawn to our attention, (iii) the accuracy and completeness
of all factual representations made in the Prospectus and Registration Statement
and other documents reviewed by us, and (iv) that there is no provision of the
law of any jurisdiction, other than the Cayman Islands, which would have any
implication in relation to the opinions expressed herein.

We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than the Cayman Islands. This opinion is to be
governed by and construed in accordance with the laws of the Cayman Islands and
is limited to and is given on the basis of the current law and practice in the
Cayman Islands. This opinion is issued solely for the purpose of the filing of
the Registration Statement and the offering of the Shares by the Company and is
not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that the
statements relating to certain Cayman Islands tax matters set forth under the
caption "Taxation - Cayman Islands taxation" in the Prospectus forming part of
the Registration Statement, to the extent that they constitute statements of
Cayman Islands law, are accurate in all material respects and that such
statements constitute our opinion.

We hereby consent to the filing with the Securities and Exchange Commission of
this letter as an exhibit to the Registration Statement of which the Prospectus
is a part, and the reference to us under the captions "Taxation", "Legal
Matters" and "Enforceability of Civil Liabilities" in the Prospectus contained
in the Registration Statement. In giving the foregoing consent, we do not admit
that we are experts within the meaning of Section 11 of the Securities Act or
that we are within the category of persons whose consent is required under
section 7 of the Securities Act or the Rules and Regulations of the Commission
promulgated thereunder.

Yours faithfully,


/s/ Conyers Dill & Pearman
- -------------------------------------
Conyers Dill & Pearman


                                                                          2 of 2

EX-8.2

                                                                     EXHIBIT 8.2

                                                                    May 11, 2007

Yingli Green Energy Holding Company Limited
No. 3055 Middle Fuxing Road
Baoding 071051
People's Republic of China

Ladies and Gentlemen:

          We have acted as United States counsel to Yingli Green Energy Holding
Company Limited (the "Company"), in connection with the Registration Statement
on Form F-1 (File No. 333-_________), including the prospectus contained therein
(together, the "Registration Statement"), filed by the Company with the U.S.
Securities and Exchange Commission (the "Commission") under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), relating to the registration of
shares of the Company's Common Stock, par value US$0.01 per share, which will be
represented by American Depositary Shares evidenced by American Depositary
Receipts.

          We have examined the Registration Statement. In addition, we have
examined, and have relied as to matters of fact upon, originals, or duplicates
or certified or conformed copies, of such corporate records, agreements,
documents and other instruments and such certificates or comparable documents of
public officials and of officers and representatives of the Company, and have
made such other and further investigations as we have deemed necessary or
appropriate as a basis for the opinion hereinafter set forth. In such
examination, we have assumed the accuracy of the factual matters described in
the Registration Statement and that the Registration Statement and other
documents will be executed by the parties in the forms provided to and reviewed
by us.



                                       -3-

                                                                    May 11, 2007

          Based upon the foregoing, and subject to the qualifications,
assumptions and limitations stated herein and in the Registration Statement, we
hereby confirm that the statements set forth under the caption "Taxation -
United States Federal Income Taxation," to the extent they state matters of law
or legal conclusions, constitute the opinion of Simpson Thacher & Bartlett LLP.

          We do not express any opinion herein concerning any law other than the
United States federal income tax law.

          We hereby consent to the filing of this opinion with the U.S.
Securities and Exchange Commission as an exhibit to the Registration Statement
and to the reference to our firm under the headings "Legal Matters" and
"Taxation--United States Federal Income Taxation" in the Registration Statement.

                                        Very truly yours,

                                        /s/ Simpson Thacher & Bartlett LLP


                                        SIMPSON THACHER & BARTLETT LLP

EX-10.1

                                                                    EXHIBIT 10.1

                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
                            2006 STOCK INCENTIVE PLAN

1.   PURPOSE OF THE PLAN

     The purpose of the Plan is to aid the Company and its Affiliates in
recruiting and retaining key employees, directors or consultants of outstanding
ability and to motivate such employees, directors or consultants to exert their
best efforts on behalf of the Company and its Affiliates by providing incentives
through the granting of Awards. The Company expects that it will benefit from
the added interest which such key employees, directors or consultants will have
in the welfare of the Company as a result of their proprietary interest in the
Company's success.

2.   DEFINITIONS

     The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

     (a)  APPLICABLE LAWS: All laws, statutes, regulations, ordinances, rules or
          governmental requirements that are applicable to this Plan or any
          Award granted pursuant to this Plan, including but not limited to
          applicable laws of Singapore, the People's Republic of China, the
          United States and the Cayman Islands, and the rules and requirements
          of any applicable national securities exchange.

     (b)  ACT: The U.S. Securities Exchange Act of 1934, as amended, or any
          successor thereto.

     (c)  AFFILIATE: With respect to the Company, any entity directly or
          indirectly controlling, controlled by, or under common control with,
          the Company or any other entity designated by the Board in which the
          Company or an Affiliate has an interest.

     (d)  AWARD: An Option, Stock Appreciation Right or Other Stock-Based Award
          granted pursuant to the Plan.

     (e)  BENEFICIAL OWNER: A "beneficial owner", as such term is defined in
          Rule 13d-3 under the Act (or any successor rule thereto).

     (f)  BOARD: The Board of Directors of the Company.

     (g)  CHANGE IN CONTROL: The occurrence of any of the following events:

          (i) the sale or disposition, in one or a series of related
          transactions, of all or substantially all, of the assets of the
          Company to any "person" or "group" (as such terms are defined in
          Sections 13(d)(3) or 14(d)(2) of the Act) other than the Permitted
          Holders;

          (ii) any person or group, other than the Permitted Holders, is or
          becomes the Beneficial Owner (except that a person shall be deemed to
          have "beneficial ownership" of all shares that any such person has the
          right to acquire, whether such




                                                                               2



          right is exercisable immediately or only after the passage of time),
          directly or indirectly, of more than 50% of the total voting power of
          the voting stock of the Company (or any entity which controls the
          Company), including by way of merger, consolidation, tender or
          exchange offer or otherwise; or

          (iii) during any period of two consecutive years, individuals who at
          the beginning of such period constituted the Board (together with any
          new directors whose election by such Board or whose nomination for
          election by the shareholders of the Company was approved by a vote of
          a majority of the directors of the Company, then still in office, who
          were either directors at the beginning of such period or whose
          election or nomination for election was previously so approved) cease
          for any reason to constitute a majority of the Board, then in office.

     (h)  CODE: The U.S. Internal Revenue Code of 1986, as amended, or any
          successor thereto.

     (i)  COMMITTEE: The Compensation Committee of the Board, or in the absence
          of a Compensation Committee, the Board.

     (j)  COMPANY: The Yingli Green Energy Holding Company Limited, a company
          incorporated under the laws of the Cayman Islands.

     (k)  DISABILITY: Inability of a Participant to perform in all material
          respects his duties and responsibilities to the Company, or any
          Subsidiary of the Company, by reason of a physical or mental
          disability or infirmity which inability is reasonably expected to be
          permanent and has continued (i) for a period of not less than 90
          consecutive days or (ii) such shorter period as the Committee may
          reasonably determine in good faith. The Disability determination shall
          be in the sole discretion of the Committee and a Participant (or his
          representative) shall furnish the Committee with medical evidence
          documenting the Participant's disability or infirmity which is
          satisfactory to the Committee.

     (l)  EFFECTIVE DATE: The date the Board approves the Plan, or such later
          date as is designated by the Board.

     (m)  EMPLOYMENT: The term "Employment" as used herein shall be deemed to
          refer to (i) a Participant's employment if the Participant is an
          employee of the Company or any of its Affiliates, (ii) a Participant's
          services as a consultant, if the Participant is consultant to the
          Company or its Affiliates and (iii) a Participant's services as an
          non-employee director, if the Participant is a non-employee member of
          the Board.

     (n)  FAIR MARKET VALUE: On a given date, (i) if there should be a public
          market for the Shares on such date, the arithmetic mean of the high
          and low prices of the Shares as reported on such date on the Composite
          Tape of the principal national securities exchange on which such
          Shares are listed or admitted to trading, or if the Shares are not
          listed or admitted on any national securities exchange, the arithmetic
          mean of the per Share closing bid price and per Share closing asked
          price on such date as quoted on the National Association of Securities
          Dealers Automated Quotation System (or such market in which such
          prices are regularly quoted)(the




                                                                               3



          "NASDAQ"), or, if no sale of Shares shall have been reported on the
          Composite Tape of any national securities exchange, including the
          NASDAQ on such date, then the immediately preceding date on which
          sales of the Shares have been so reported or quoted shall be used, or
          (ii) if there should not be a public market for the Shares on such
          date, the Fair Market Value shall be the value established by the
          Committee in good faith.

     (o)  ISO: An Option that is also an incentive stock option granted pursuant
          to Section 6(d) of the Plan.

     (p)  LSAR: A limited stock appreciation right granted pursuant to Section
          7(d) of the Plan.

     (q)  OTHER STOCK-BASED AWARDS: Awards granted pursuant to Section 8 of the
          Plan.

     (r)  OPTION: A stock option granted pursuant to Section 6 of the Plan.

     (s)  OPTION PRICE: The purchase price per Share of an Option, as determined
          pursuant to Section 6(a) of the Plan.

     (t)  PARTICIPANT: An employee, director or consultant who is selected by
          the Committee to participate and actually participates--whether
          directly or through a trust, custodial or other similar arrangement
          approved by the Committee--in the Plan.

     (u)  PERMITTED HOLDER: means, as of the date of determination, (i)
          the Company or (ii) any employee benefit plan (or trust forming a part
          thereof) maintained by (A) the Company or (B) any corporation or other
          Person of which a majority of its voting power of its voting equity
          securities or equity interest is owned, directly or indirectly, by the
          Company,

     (v)  PERSON: A "person", as such term is used for purposes of Section 13(d)
          or 14(d) of the Act (or any successor section thereto).

     (w)  PLAN: This Yingli Green Energy Holding Company Limited 2006 Stock
          Incentive Plan.

     (x)  SHARES: Ordinary shares of US$0.01 each of the Company.

     (y)  STOCK APPRECIATION RIGHT: A stock appreciation right granted pursuant
          to Section 7 of the Plan.

     (Z)  SUBSIDIARY: A corporation or other entity of which a majority
          of the outstanding voting shares or voting power is beneficially owned
          directly or indirectly by the Company.

3.   SHARES SUBJECT TO THE PLAN

     The total number of Shares which may be issued under the Plan is 3,394,054.
Among the total number of Shares which may be issued under the Plan, up to
2,715,243 Shares may be issued for the purpose of granting awards of restricted
Shares and up to 678,811 Shares




                                                                               4



may be issued for the purpose of granting Options. The Shares may consist, in
whole or in part, of authorized and unissued Shares, or Shares purchased on the
open market. The issuance of Shares or the payment of cash upon the exercise of
an Award or in consideration of the cancellation or termination of an Award
shall reduce the total number of Shares available under the Plan, as applicable.
Shares which are subject to Awards which terminate or lapse without the payment
of consideration may be granted again under the Plan.

4.   ADMINISTRATION

     The Plan shall be administered by the Committee, which may delegate its
duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two individuals who are intended to qualify as "Non-Employee
Directors" within the meaning of Rule 16b-3 under the Act (or any successor rule
thereto) and an "independent director" as defined in Rule 4200 of the NASDAQ
Marketplace Rules (or any successor rule thereto). Notwithstanding the
foregoing, at any time prior to the date on which any equity interests of the
Company, including, without limitation, the Shares, have been registered under
the Act or any other securities laws, members of the current Board, as of the
date hereof, may approve and authorize the Company to make an Award to other
members of the Board (who shall not vote with respect to such Award) under the
Plan, and, prior to such registration, the current Board may approve and
authorize the Company to make Awards under the Plan to any other employees,
directors or consultants of the Company or any of its Affiliates. Awards may, in
the discretion of the Committee, be made under the Plan in assumption of, or in
substitution for, outstanding awards previously granted by the Company or its
affiliates or a company acquired by the Company or with which the Company
combines. The number of Shares underlying such substitute awards shall be
counted against the aggregate number of Shares available for Awards under the
Plan. The Committee is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors). The Committee shall have the full power
and authority to establish the terms and conditions of any Award consistent with
the provisions of the Plan and to waive any such terms and conditions at any
time (including, without limitation, accelerating or waiving any vesting
conditions). The Committee shall require payment of any amount it may determine
to be necessary to withhold for any applicable taxes as a result of the
exercise, grant or vesting of an Award. Unless the Committee specifies
otherwise, the Participant may elect to pay a portion or all of such withholding
taxes by (a) delivery in Shares or (b) having Shares withheld by the Company
from any Shares that would have otherwise been received by the Participant.

5.   LIMITATIONS

     No Award may be granted under the Plan after the tenth anniversary of the
Effective Date, but Awards theretofore granted may extend beyond that date.

6.   TERMS AND CONDITIONS OF OPTIONS




                                                                               5



     Options granted under the Plan shall be, as determined by the Committee,
non-qualified or incentive stock options for U.S. federal income tax purposes,
as evidenced by the related Award agreements, and shall be subject to the
foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:

     (a)  Option Price. The Option Price per Share shall be determined by the
          Committee, but shall not be less than 100% of the Fair Market Value of
          the Shares on the date an Option is granted.

     (b)  Exercisability. Options granted under the Plan shall be exercisable at
          such time and upon such terms and conditions as may be determined by
          the Committee, but in no event shall an Option be exercisable more
          than ten years after the date it is granted.

     (c)  Exercise of Options. Except as otherwise provided in the Plan or in an
          Award agreement, an Option may be exercised for all, or from time to
          time any part, of the Shares for which it is then exercisable. For
          purposes of Section 6 of the Plan, the exercise date of an Option
          shall be the later of the date a notice of exercise is received by the
          Company and, if applicable, the date payment is received by the
          Company pursuant to clauses (i), (ii), (iii) or (iv) in the following
          sentence. The purchase price for the Shares as to which an Option is
          exercised (which shall not be less than the par value of the Shares)
          shall be paid to the Company in full at the time of exercise at the
          election of the Participant (i) in cash or its equivalent (e.g., by
          check), (ii) to the extent permitted by the Committee, in Shares
          having a Fair Market Value equal to the aggregate Option Price for the
          Shares being purchased and satisfying such other requirements as may
          be imposed by the Committee; provided, that such Shares have been held
          by the Participant for no less than six months (or such other period
          as established from time to time by the Committee in order to avoid
          adverse accounting treatment applying generally accepted accounting
          principles), (iii) partly in cash and, to the extent permitted by the
          Committee, partly in such Shares or (iv) if there is a public market
          for the Shares at such time, through the delivery of irrevocable
          instructions to a broker to sell Shares obtained upon the exercise of
          the Option and to deliver promptly to the Company an amount out of the
          proceeds of such Sale equal to the aggregate Option Price for the
          Shares being purchased. No Participant shall have any rights to
          dividends or other rights of a stockholder with respect to Shares
          subject to an Option until the Participant has given written notice of
          exercise of the Option, paid in full for such Shares and, if
          applicable, has satisfied any other conditions imposed by the
          Committee pursuant to the Plan.

     (d)  ISOs. The Committee may grant Options under the Plan that are intended
          to be ISOs. Such ISOs shall comply with the requirements of Section
          422 of the Code (or any successor section thereto). No ISO may be
          granted to any Participant who at the time of such grant, owns more
          than ten percent of the total combined voting power of all classes of
          stock of the Company or of any Subsidiary, unless (i) the Option Price
          for such ISO is at least 110% of the Fair Market Value of a Share on
          the date the ISO is granted and (ii) the date on which such ISO
          terminates is a date not later than the day preceding the fifth
          anniversary of the date on which the ISO is granted. Any Participant
          who disposes of Shares acquired upon the exercise of an




                                                                               6



          ISO either (i) within two years after the date of grant of such ISO or
          (ii) within one year after the transfer of such Shares to the
          Participant, shall notify the Company of such disposition and of the
          amount realized upon such disposition. All Options granted under the
          Plan are intended to be nonqualified stock options, unless the
          applicable Award agreement expressly states that the Option is
          intended to be an ISO. If an Option is intended to be an ISO, and if
          for any reason such Option (or portion thereof) shall not qualify as
          an ISO, then, to the extent of such nonqualification, such Option (or
          portion thereof) shall be regarded as a nonqualified stock option
          granted under the Plan; provided that such Option (or portion thereof)
          otherwise complies with the Plan's requirements relating to
          nonqualified stock options. In no event shall any member of the
          Committee, the Company or any of its Affiliates (or their respective
          employees, officers or directors) have any liability to any
          Participant (or any other Person) due to the failure of an Option to
          qualify for any reason as an ISO.

     (e)  Attestation. Wherever in this Plan or any agreement evidencing an
          Award a Participant is permitted to pay the exercise price of an
          Option or taxes relating to the exercise of an Option by delivering
          Shares, the Participant may, subject to procedures satisfactory to the
          Committee, satisfy such delivery requirement by presenting proof of
          beneficial ownership of such Shares, in which case the Company shall
          treat the Option as exercised without further payment and shall
          withhold such number of Shares from the Shares acquired by the
          exercise of the Option.

7.   TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

     (a)  Grants. The Committee also may grant (i) a Stock Appreciation Right
          independent of an Option or (ii) a Stock Appreciation Right in
          connection with an Option, or a portion thereof. A Stock Appreciation
          Right granted pursuant to clause (ii) of the preceding sentence (A)
          may be granted at the time the related Option is granted or at any
          time prior to the exercise or cancellation of the related Option, (B)
          shall cover the same number of Shares covered by an Option (or such
          lesser number of Shares as the Committee may determine) and (C) shall
          be subject to the same terms and conditions as such Option except for
          such additional limitations as are contemplated by this Section 7 (or
          such additional limitations as may be included in an Award agreement).

     (b)  Terms. The exercise price per Share of a Stock Appreciation Right
          shall be an amount determined by the Committee but in no event shall
          such amount be less than the greater of (i) the Fair Market Value of a
          Share on the date the Stock Appreciation Right is granted or, in the
          case of a Stock Appreciation Right granted in conjunction with an
          Option, or a portion thereof, the Option Price of the related Option
          and (ii) the minimum amount permitted by Applicable Laws. Each Stock
          Appreciation Right granted independent of an Option shall entitle a
          Participant upon exercise to an amount equal to (i) the excess of (A)
          the Fair Market Value on the exercise date of one Share over (B) the
          exercise price per Share, times (ii) the number of Shares covered by
          the Stock Appreciation Right. Each Stock




                                                                               7

          Appreciation Right granted in conjunction with an Option, or a portion
          thereof, shall entitle a Participant to surrender to the Company the
          unexercised Option, or any portion thereof, and to receive from the
          Company in exchange therefore an amount equal to (i) the excess of (A)
          the Fair Market Value on the exercise date of one Share over (B) the
          Option Price per Share, times (ii) the number of Shares covered by the
          Option, or portion thereof, which is surrendered. The date a notice of
          exercise is received by the Company shall be the exercise date.
          Payment shall be made in Shares or in cash, or partly in Shares and
          partly in cash (any such Shares valued at such Fair Market Value), all
          as shall be determined by the Committee. Stock Appreciation Rights may
          be exercised from time to time upon actual receipt by the Company of
          written notice of exercise stating the number of Shares with respect
          to which the Stock Appreciation Right is being exercised. No
          fractional Shares will be issued in payment for Stock Appreciation
          Rights, but instead cash will be paid for a fraction or, if the
          Committee should so determine, the number of Shares will be rounded
          downward to the next whole Share.

     (c)  Limitations. The Committee may impose, in its discretion, such
          conditions upon the exercisability or transferability of Stock
          Appreciation Rights as it may deem fit.

     (d)  Limited Stock Appreciation Rights. The Committee may grant LSARs that
          are exercisable upon the occurrence of specified contingent events.
          Such LSARs may provide for a different method of determining
          appreciation, may specify that payment will be made only in cash and
          may provide that any related Awards are not exercisable while such
          LSARs are exercisable. Unless the context otherwise requires, whenever
          the term "Stock Appreciation Right" is used in the Plan, such term
          shall include LSARs.

8.   OTHER STOCK-BASED AWARDS

     The Committee, in its sole discretion, may grant or sell Awards of Shares,
Awards of restricted Shares and Awards that are valued in whole or in part by
reference to, or are otherwise based on the Fair Market Value of, Shares ("Other
Stock-Based Awards"). Such Other Stock-Based Awards shall be in such form, and
dependent on such conditions, as the Committee shall determine, including,
without limitation, the right to receive, or vest with respect to, one or more
Shares (or the equivalent cash value of such Shares) upon the completion of a
specified period of service, the occurrence of an event and/or the attainment of
performance objectives. Other Stock-Based Awards may be granted alone or in
addition to any other Awards granted under the Plan. Subject to the provisions
of the Plan, the Committee shall determine to whom and when Other Stock-Based
Awards will be made, the number of Shares to be awarded under (or otherwise
related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards
shall be settled in cash, Shares or a combination of cash and Shares; and all
other terms and conditions of such Awards (including, without limitation, the
vesting provisions thereof and provisions ensuring that all Shares so awarded
and issued shall be fully paid and non-assessable).

9.   ADJUSTMENTS UPON CERTAIN EVENTS




                                                                               8



     Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:

     (a)  Generally. In the event of any change in the outstanding Shares after
          the Effective Date by reason of any Share dividend or split,
          reorganization, recapitalization, merger, consolidation, spin-off,
          combination, combination or transaction or exchange of Shares or other
          corporate exchange, or any distribution to shareholders of Shares
          other than regular cash dividends or any transaction similar to the
          foregoing, the Committee in its sole discretion and without liability
          to any person shall make such substitution or adjustment, if any, as
          it deems to be equitable, as to (i) the number or kind of Shares or
          other securities issued or reserved for issuance pursuant to the Plan
          or pursuant to outstanding Awards, (ii) the maximum number of Shares
          for which Options or Stock Appreciation Rights may be granted during a
          calendar year to any Participant, (iii) the maximum number of Shares
          for which Other Stock-Based Awards may be granted during a calendar
          year to any Participant, (iv) the maximum amount of an Award that is
          valued in whole or in part by reference to, or is otherwise based on
          the Fair Market Value of, Shares that may be granted during a calendar
          year to any Participant, (v) the Option Price or exercise price of any
          stock appreciation right and/or (vi) any other affected terms of such
          Awards.

     (b)  Change in Control. In the event of a Change of Control after the
          Effective Date, (i) if determined by the Committee in the applicable
          Award agreement or otherwise, any outstanding Awards then held by
          Participants which are unexercisable or otherwise unvested or subject
          to lapse restrictions shall automatically be deemed exercisable or
          otherwise vested or no longer subject to lapse restrictions, as the
          case may be, as of immediately prior to such Change of Control and
          (ii) the Committee may, but shall not be obligated to, (A) cancel such
          Awards for fair value (as determined in the sole discretion of the
          Committee) which, in the case of Options and Stock Appreciation
          Rights, may equal the excess, if any, of value of the consideration to
          be paid in the Change of Control transaction to holders of the same
          number of Shares subject to such Options or Stock Appreciation Rights
          (or, if no consideration is paid in any such transaction, the Fair
          Market Value of the Shares subject to such Options or Stock
          Appreciation Rights) over the aggregate exercise price of such Options
          or Stock Appreciation Rights or (B) provide for the issuance of
          substitute Awards that will substantially preserve the otherwise
          applicable terms of any affected Awards previously granted hereunder
          as determined by the Committee in its sole discretion or (C) provide
          that for a period of at least 15 days prior to the Change of Control,
          such Options shall be exercisable as to all shares subject thereto and
          that upon the occurrence of the Change of Control, such Options shall
          terminate and be of no further force and effect.

10.  NO RIGHT TO EMPLOYMENT OR AWARDS

     The granting of an Award under the Plan shall impose no obligation on the
Company or any Subsidiary to continue the Employment of a Participant and shall
not lessen or




                                                                               9



affect the Company's or Subsidiary's right to terminate the Employment of such
Participant. No Participant or other Person shall have any claim to be granted
any Award, and there is no obligation for uniformity of treatment of
Participants, or holders or beneficiaries of Awards. The terms and conditions of
Awards and the Committee's determinations and interpretations with respect
thereto need not be the same with respect to each Participant (whether or not
such Participants are similarly situated).

11.  SUCCESSORS AND ASSIGNS

     The Plan shall be binding on all successors and assigns of the Company and
a Participant, including without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

12.  NONTRANSFERABILITY OF AWARDS

     Unless otherwise determined by the Committee, an Award shall not be
transferable or assignable by the Participant otherwise than by will or by the
laws of descent and distribution. An Award exercisable after the death of a
Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.

13.  AMENDMENTS OR TERMINATION

     The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made, (a) without the approval of the
shareholders of the Company, if such action would (except as is provided in
Section 9 of the Plan), increase the total number of Shares reserved for the
purposes of the Plan or change the maximum number of Shares for which Awards may
be granted to any Participant or (b) without the consent of a Participant, if
such action would diminish any of the rights of the Participant under any Award
theretofore granted to such Participant under the Plan; provided, however, that
the Committee may amend the Plan in such manner as it deems necessary to permit
the granting of Awards meeting the requirements of any Applicable Laws.

     Without limiting the generality of the foregoing, to the extent applicable,
notwithstanding anything herein to the contrary, this Plan and Awards issued
hereunder shall be interpreted in accordance with Section 409A of the Code and
Department of Treasury regulations and other interpretative guidance issued
thereunder, including without limitation any such regulations or other guidance
that may be issued after the Effective Date. Notwithstanding any provision of
the Plan to the contrary, in the event that the Committee determines that any
amounts payable hereunder will be taxable to a Participant under Section 409A of
the Code and related Department of Treasury guidance prior to payment to such
Participant of such amount, the Company may (a) adopt such amendments to the
Plan and Awards and appropriate policies and procedures, including amendments
and policies with retroactive effect, that the Committee determines necessary or
appropriate to preserve the intended tax treatment of the benefits provided by
the Plan and Awards hereunder and/or (b) take such other actions as the
Committee determines necessary or appropriate to comply with the requirements of
Section 409A of the Code.

14.  JURISDICTIONS




                                                                              10



     In order to assure the viability of Awards granted to Participants employed
in various jurisdictions, the Committee may, in its sole discretion, may provide
for such special terms as it may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom applicable in the
jurisdiction in which the Participant resides or is employed. Moreover, the
Committee may approve such supplements to, amendments, restatements, or
alternative versions of the Plan as it may consider necessary or appropriate for
such purposes without thereby affecting the terms of the Plan as in effect for
any other purpose; provided, however, that no such supplements, restatements or
alternative versions shall increase the Share limitation contained in Section 3
hereof. Notwithstanding the foregoing, the Committee may not take any actions
hereunder, and no Awards shall be granted that would violate any Applicable
Laws.

15.  DISTRIBUTION OF SHARES

     The obligation of the Company to make payments in Shares pursuant to an
Award shall be subject to all Applicable Laws and to any such approvals by
government agencies as may be required. Without limiting the generality of the
foregoing, Shares distributed pursuant to an Award may consists, in whole or in
part, of authorized and unissued Shares, treasury Shares or Shares purchased on
the open market. Additionally, in the discretion of the Committee, American
Depository Shares may be distributed in lieu of Shares in settlement of any
Award, provided that the American Depository Shares shall be of equal value to
the Shares that would have otherwise been distributed. If the number of Shares
represented by an American Depository Share is other than on a one-to-one basis,
the limitations of Section 3 shall be adjusted to reflect the distribution of
American Depository Shares in lieu of Shares.

16.  TAXES

     No Shares shall be delivered under the Plan to any Participant until such
Participant has made arrangements acceptable to the Committee for the
satisfaction of any income and employment tax withholding obligations under any
Applicable Laws, in particular, the tax laws, rules, regulations and government
orders of Singapore, the People's Republic of China or the U.S. federal, state
or other local tax laws, as applicable. The Company and each of its Subsidiaries
shall have the authority and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy federal,
state, local and foreign taxes (including the Participant's payroll tax
obligations, if any) required to be withheld under any Applicable Laws with
respect to any Award issued to the Participant hereunder. The Committee may in
its discretion and in satisfaction of the foregoing requirement allow a
Participant to elect to have the Company withhold Shares otherwise issuable
under an Award (or allow the return of Shares) having a Fair Market Value equal
to the sums required to be withheld. Notwithstanding any other provision of the
Plan, the number of Shares which may be withheld with respect to the issuance,
vesting, exercise or payment of any Award (or which may be repurchased form the
Participant of such Award after such Shares were acquired by the Participant
from the Company) in order to satisfy the Participant's federal, state, local
and other income and payroll tax liabilities with respect to the issuance,
vesting, exercise or payment of the Award shall, unless specifically approved by
the Committee, be limited to the number of Shares which have a Fair Market Value
on the date of withholding or repurchase equal to the aggregate amount of such
liabilities based on the minimum statutory withholding rates for federal, state,
local and other income tax any payroll tax purposes that are applicable to such
taxable income.

17.  CHOICE OF LAW




                                                                              11



     The Plan shall be governed by and construed in accordance with the laws of
Singapore.

18.  EFFECTIVENESS OF THE PLAN

     The Plan shall be effective as of the Effective Date and shall terminate
ten years later, subject to earlier termination by the Board pursuant to Section
13 hereof.

EX-10.2

                                                                    EXHIBIT 10.2

                                                           [ENGLISH TRANSLATION]

                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

                                     FORM OF

                         EXECUTIVE EMPLOYMENT AGREEMENT

          This Executive Employment Agreement, dated as of ____________, 2006
(this "Agreement"), is executed by and between YINGLI GREEN ENERGY HOLDING
COMPANY LIMITED, an exempted company with limited liability incorporated and
existing under the laws of the Cayman Islands (the "Company") and __________
(holding passport of _____________ with passport number of _________) (the
"Executive").

                                    RECITALS

          The Company desires to employ the Executive, and the Executive agrees
be employed by the Company, to act as __________ of the Company, all pursuant to
the terms and conditions of this Agreement;

          NOW, THEREFORE, the parties hereto agree as follows:

1.   TERM OF EMPLOYMENT

     1.1  The Company shall employ the Executive to take the position as set
          forth in Article 2 hereof, perform the duties and responsibilities as
          set forth in Article 2 hereof, and render services to the Company
          during a term of five (5) years commencing on ___________, _____ and
          ending on __________, ____(the "Term"). The Term may be early
          terminated pursuant to the provisions of Articles 4 and 5 hereof.

2.   POSITION, DUTIES AND RESPONSIBILITIES

     2.1  Position. The Executive shall be employed and act as the
          ______________ of the Company with all responsibilities as set forth
          in Exhibit A, as well as other responsibilities reasonably assigned by
          the Company. The Executive may take position in any Affiliate (as
          defined in Article 2.2 hereof) of the Company. The Executive shall
          initially take position in Baoding Tianwei Yingli New Energy Co.,
          Ltd., a subsidiary of the Company, and shall initially work in
          Baoding, Hebei province, China. The entity in which the Executive
          takes position and the location where the Executive works may be
          appropriately adjusted according to the operative demands of the
          Company in the future. The Executive shall use his/her best efforts to
          perform his/her duties and shall comply with all applicable laws,
          regulations and rules as well as the bylaws and rules of the Company.
          The Executive shall adhere to good business ethics and practices and
          shall not take advantage of his/her position for personal gains.



     2.2  For the purpose of this Agreement, "Affiliate" means any individual or
          entity directly or indirectly controlled by the Company. For the
          purpose of this Article, "Control" means the direct or indirect
          possession of the power to direct or cause to direct the management
          and policies of such individual or entity, whether through ownership
          of voting securities, by contract or otherwise, including, without
          limitation, (a) the direct or indirect ownership of 50% or more of the
          outstanding stocks or other equity interests issued by such entity,
          (b) direct or indirect ownership of the 50% or more voting power of
          such entity, or (iii) the power to appoint, directly or indirectly, a
          majority of the members of the board of directors or other similar
          decision-making organization of such entity.

     2.3  Voting Restriction. If the Executive is elected as a director of the
          Company, the Executive shall refrain from voting, in his/her capacity
          of a director of the Company, on matters in relation to his/her
          employment or termination of his/her employment at meetings of the
          board of directors of the Company.

     2.4  Other Activities. Except with the prior written approval of the
          Company, the Executive shall not render commercial or professional
          services of any nature to any person or organization, whether or not
          for compensation; and the Executive will not directly or indirectly
          engage, participate, invest, finance or otherwise assist in any
          business activity that is potentially competitive in any manner with
          the business of the Company or any Affiliate or any business activity
          that may cause the Executive to be in conflict of interest with the
          Company or any Affiliate, whether or not for profit.

3.   COMPENSATION AND BENEFITS

     As full consideration for the services to be provided by the Executive
     under this Agreement and as full compensation for the obligations and
     restrictions to be imposed on the Executive by this Agreement, the Company
     shall pay the Executive, and the Executive agrees to accept, the base
     salary, stock option and other incentive programs, and other benefits as
     set forth in this Article 3.

     3.1  Base salary. The Company shall pay base salaries to the Executive in
          the amount and by the means as set forth in Part I of Exhibit B
          hereof.

     3.2  Stock Options And Other Incentive Programs. The Executive shall be
          eligible to participate in any stock option or other incentive program
          available to officers or employees of the Company in accordance with
          the terms and conditions as set forth in Exhibit C hereof.

     3.3  Benefits. The Executive will be eligible to receive any benefit as the
          Company or the Affiliate with which the Executive works generally
          provides to its other employees of comparable position in accordance
          with the benefit plans established and amended from time to time at
          its sole discretion by the Company or such Affiliate. The annual paid
          leave of the Executive shall be twenty (20) working days.


                                       2



4.   TERMINATION BY THE COMPANY.

     4.1  Termination for Cause. For purposes of this Agreement, unless
          otherwise provided under applicable laws, "Cause" will exist at any
          time after the occurrence of one or more of the following events: (a)
          the Executive commits willful misconduct or gross negligence in
          performance of his duties hereunder ("Malfeasance") and fails to
          correct such Malfeasance within a reasonable period specified by the
          Company (the "Correction Period") after the Company has sent the
          Executive a written notice demanding correction within the Correction
          Period; (b) the Executive seriously violates the internal rules of the
          Company and fails to correct such violation within a reasonable period
          specified by the Company (the "Correction Period") after the Company
          has sent the Executive a written notice demanding correction within
          the Correction Period; (c) the Executive is convicted by a court of
          theft, fraud or other criminal offense; or (d) the Executive seriously
          breaches his/her duty of loyalty to the Company or an Affiliate under
          the laws of the Cayman Islands, the PRC or other relevant
          jurisdictions. The Company may terminate the employment of the
          Executive for Cause at any time without prior written notice. Upon
          termination, the Company shall pay all compensation of the Executive
          accrued up to the date of termination pursuant to Article 3 hereof;
          provided, however, that the Company may deduct and withhold any amount
          it is entitled to as damages under applicable laws. Thereafter, all
          obligations of the Company under this Agreement shall terminate.

     4.2  Termination By Reason of Death. The employment of the Executive by the
          Company shall be automatically ceased upon the death of the Executive.
          In the event that employment of the Executive by the Company
          terminates as a result of the Executive's death, the Executive's
          estate or heirs will receive all unpaid compensation accrued as of the
          date of the termination of the employment as provided in Article 3
          hereof; provided that, the Company may deduct and withhold any amount
          it is entitled to as damages under applicable laws. Thereafter, all
          obligations of the Company under this Agreement shall terminate.
          Nothing contained herein shall prevent the estate or heirs of the
          Executive from being entitled to any interest or other applicable
          benefits under any life insurance programs (if any). If the death of
          the Executive occurs during the performance of his/her duties for the
          Company, the Company shall pay to the appropriate beneficiaries a
          special compensation at an amount to be determined by the Company
          which shall not exceed the annual base salary of the Executive as set
          forth in Article 3.1 hereof.

     4.3  Termination By Reason of Disability. In the event that the Executive
          is entitled to long-term disability benefits of the Company, or in the
          event that, in the judgment of the Company, the Executive is not able
          to perform his/her duties for 90 consecutive days or 120 days or
          longer in a 12-month period due to his/her physical or psychological
          problems, the Company may terminate the Executive's employment,
          provided that such termination is permitted by the law. Upon
          termination, the Company shall pay all compensation of the Executive
          accrued up to the date of termination pursuant to Article 3 hereof;
          provided, however, that the


                                       3



          Company may deduct and withhold any amount it is entitled to as
          damages under applicable laws. Thereafter, all obligations of the
          Company under this Agreement shall terminate. The provisions of this
          Article 4.3 shall not affect the Executive's rights under any
          disability program that he/she participates (if any).

5.   TERMINATION BY THE EXECUTIVE

     5.1  The Executive may voluntarily terminate his/her employment with the
          Company with or without cause by a three-month prior written notice.
          During such three-month notice period, the Executive shall continue to
          perform diligently his/her duties and responsibilities under this
          Agreement. The Company shall have the discretion to terminate its
          employment with the Executive prior to the last day of such
          three-month period; provided that the Company shall have paid the
          Executive all of his/her compensation accrued through the last day of
          such three-month period pursuant to Article 3 hereof. Thereafter, the
          Company's obligations hereunder shall terminate. In such case, the
          Company shall not be responsible for paying any severance pay or other
          benefits to the Executive.

6.   RESPONSIBILITIES UPON TERMINATION

     6.1  Return of Documents. The Executive agrees to promptly return to the
          Company all documents and materials in any form received by the
          Executive by virtue of his/her employment with the Company upon or
          prior to the termination of his/her employment with the Company,
          including, without limitation, all originals and copies of any
          Proprietary Information as defined in Article 8 hereof as well as any
          part thereof, together with all equipment and other tangible or
          intangible assets of the Company. The Executive agrees not to retain
          any document or material that contains such Proprietary Information or
          any copy thereof.

     6.2  Survival. The Executive further agrees that (a) all representations,
          warranties and obligations under Articles 6, 7, 8, 9, 11 and 14 hereof
          shall survive the termination or expiration of the Term; (b) all
          representations, warranties and obligations under Articles 6, 7, 8, 9,
          11 and 14 hereof shall also survive the termination of this Agreement;
          and (c) after termination or expiration of the Term, the Executive
          shall use his/her best efforts to cooperate with the Company in
          connection with such surviving obligations, including, without
          limitation to, completion of outstanding work on behalf of the
          Company, transfer of his/her assignments to designated employees of
          the Company, and dependence of the Company against claims raised by
          any third party in connection with any action or negligence of the
          Executive during his employment with the Company. The Executive also
          agrees to execute and deliver the Termination Certificate in the form
          as set forth in Exhibit D hereto prior to the termination of the
          employment with the Company.


                                       4




7.   RESTRICTED ACTIVITIES

     7.1  No-use of Proprietary Information. The Executive acknowledges that to
          conduct any activity restricted in this Article will certainly involve
          the use or disclosure of Proprietary Information as defined in Article
          8 hereof and consequently result in a breach of such Article, and it
          will be difficult to directly demonstrate a breach of Article 8
          hereof. Therefore, in order to prevent the Executive from using or
          disclosing the Proprietary Information as defined in Article 8 and as
          a condition to employing the Executive, the Executive agrees that
          during his/her employment with the Company and for a period of two
          years after the termination or expiration of the employment, the
          Executive shall not, directly or indirectly:

          (a)  refer or attempt to refer to any third party any business in
               which the Company or its Affiliates currently engage or will
               likely engage or participate, including, without limitation,
               solicitation or provision of any business or services that are
               essentially similar to the business of the Company or its
               Affiliates on behalf of any individual, company or other entity
               who was then an existing or prospective customer, supplier or
               partner of the Company or its Affiliates.

          (b)  solicit or employ any person with whom the Company or its
               Affiliates maintain employment or consulting relation, or
               otherwise direct or cause any person to terminate his/her
               employment or consulting relationship with the Company or its
               Affiliates.

     7.2  Non-Competition

          (a)  During the Restrictive Period set forth in Article 7.2(b) hereof,
               the Executive shall not, directly or indirectly, engage in any
               manner in any business that may compete with the business of the
               Company anywhere in the world, and without the prior written
               consent of the Company, the Executive shall not, directly or
               indirectly, anywhere in the world, own an interest in, manage,
               operate, join, control, lend money or render financial or other
               assistance to or participate in or be connected with, as an
               officer, employee, partner, stockholder, consultant or otherwise,
               any person that competes with the Company.

          (b)  In this Article 7.2, "Restricted Period" shall mean: (i) two (2)
               years after the expiration of the Term in due course; (ii) two
               (2) years after termination by the Executive of this Agreement
               without cause as provided in Article 5 hereof prior to the
               expiration of the Term; or (iii) two (2) years after the
               termination of this Agreement prior to the expiration of the Term
               for any other reasons.

          (c)  In the event that the Executive is in breach of the provisions of
               Article 7.2(a) hereof, the Restricted Period shall be extended by
               the length of the period of such breach.


                                       5



          (d)  The Executive acknowledges that the compensation to be paid by
               the Company shall have contained any and all economic
               consideration for each and all obligations of the Executive under
               this Article 7.2.

     7.3  Enforceability. Each covenant contained in this Article 7 constitutes
          an independent covenant, and if any covenant in unenforceable, other
          covenants shall continue to be valid and binding. In the event the
          term of any restriction or the territorial restriction contained in
          this Article 7 is finally determined by a competent court to have
          exceeded the maximum extent deemed reasonable and enforceable by such
          court, then this Agreement shall be amended as such to adopt the
          longest term or largest territory deemed by such court to be
          enforceable.

     7.4  Independent Covenant. All covenants contained in this Article 7 shall
          be interpreted as a separate agreement independent of other provisions
          of this Agreement. Any lawsuit or claim brought by the Executive
          against the Company (whether by virtue of this Agreement or any other
          agreement) shall not constitute a defense against the enforcement of
          this Article 7 by the Company.

8.   PROPRIETARY INFORMATION

     8.1  The Executive agrees that during his/her employment with the Company
          and within two (2) years after termination of his/her employment with
          the Company, he/she will keep in strict confidence all Proprietary
          Information and, without the prior written consent of the Company,
          will not use or disclose to any individual, entity or company the
          Proprietary Information other than the use or disclosure for the
          purposes of performing his/her duties and responsibilities and in
          favor of the Company to the extent necessary. "Proprietary
          Information" shall mean any proprietary, confidential or secret
          information disclosed to the Executive in connection with the Company,
          the business of the Company, or the parent, subsidiaries, Affiliates,
          customers or suppliers of the Company or their respective businesses,
          or any other party to which the Company has confidentiality obligation
          (the "Related Party") or its business. Such Proprietary Information
          shall include, without limitation, research material, product plans,
          products, services, business strategies, personnel information,
          customer lists, customers, market, technical materials, forecasts,
          promotion, financial and other business information of the Company or
          the Related Parties, no matter such information is directly or
          indirectly disclosed to the Executive in writing, orally, in the form
          of image or object or otherwise. The Executive understands that the
          Proprietary Information does not include any of the foregoing that has
          become known to the public.

9.   INTELLECTUAL PROPERTY

     9.1  Inventions Retained and Licensed. Exhibit E of this Agreement sets
          forth all inventions which were made by the Executive prior to his/her
          employment with the Company (collectively, the "Prior Inventions"),
          including all processes, inventions, technology, original works of
          authorship, developments,


                                       6



          improvements, formulas, patents, discoveries, copyrights and trade
          secrets. Such Prior Inventions, which belong to the Executive and are
          relate to the Company's proposed business, products or research and
          development, are not assigned to the Company hereunder. In case that
          there is no Prior Invention listed in Exhibit E hereof, the Executive
          hereby confirms that no Prior Invention exist. If in the course of
          his/her employment with the Company, the Executive incorporates into a
          Company product, process, machine or other project a Prior Invention
          owned by the Executive or in which the Executive has an interest, the
          Company is hereby granted and shall have a nonexclusive, royalty-free,
          irrevocable, perpetual, worldwide license to make, have made, modify,
          use, sell and engage in other actions with respect to such Prior
          Invention as part of or in connection with such product, process or
          machine.

     9.2  Assignment of Inventions. The Executive agrees that he/she will
          promptly make full written disclosure to the Company, will hold in
          trust for the sole right and benefit of the Company, and hereby assign
          to the Company, or its designee, without further compensation, all
          his/her right, title, and interest in and to any and all inventions,
          original works of authorship, developments, concepts, improvements or
          trade secrets, whether or not patentable or registrable under
          copyright or similar laws, which the Executive may solely or jointly
          conceive or develop or reduce to practice, or cause to be conceived or
          developed or reduced to practice, during the period of time the
          Executive is in the employment of the Company and within twelve (12)
          months after the termination or expiration of the employment
          (collectively referred to as "Inventions"), except as provided in
          Article 9.3 below. The Executive further agrees that all patentable
          and copyrightable works which are made by the Executive (solely or
          jointly with others) within the scope of and during the period of
          his/her employment with the Company, are "works made for hire" and the
          Executive hereby assigns all proprietary rights, including patent and
          copyright, in these works to the Company without further compensation.

     9.3  Unrelated Inventions. Inventions as referenced to in Article 9.2
          hereof does not include inventions which the Executive can demonstrate
          to be developed entirely on his/her own time without using the
          Company's equipment, supplies, facilities or trade secret information
          (the "Unrelated Inventions"), unless those inventions that are either
          (i) related at the time of conception or reduction to practice of the
          invention to the Company's business, or actual or demonstrably
          anticipated research or development of the Company, or (ii) result
          from any work performed by Executive for the Company. The Executive
          agrees to disclose promptly to the Company all such Unrelated
          Inventions and to provide the Company or its assignee first rights of
          refusal to license such disclosed Unrelated Inventions within three
          months after his/her disclosure of such Unrelated Inventions based on
          commercially negotiated terms.

     9.4  Maintenance of Records. The Executive agrees to keep and maintain
          adequate and current written records of all Inventions made by the
          Executive (solely or jointly with others) during the term of his/her
          employment with the Company.


                                       7



          The records will be in the form of notes, sketches, drawings, and any
          other format that may be specified by the Company. The records will be
          available to and remain the sole property of the Company at all times.

     9.5  Patent and Copyright Registrations.

          (a)  The Executive agrees to assist the Company, or its designee, upon
               the instruction of the Company, in every proper way to secure the
               Company's rights in the Inventions and any copyrights, patents or
               other intellectual property rights relating thereto in any and
               all countries, including the disclosure to the Company of all
               pertinent information and data with respect thereto, the
               execution of all applications, specifications, oaths, assignments
               and all other instruments which the Company shall deem necessary
               in order to apply for and obtain such rights and in order to
               assign and convey to the Company, its successors, assigns, and
               nominees the sole and exclusive rights, title and interest in and
               to such Inventions, and any copyrights, patents or other
               intellectual property rights relating thereto.

          (b)  The Executive further agrees that his/her obligation to execute
               or cause to be executed any such instrument or papers shall
               continue after the termination of this Agreement. If the Company
               is unable because of the Executive's mental or physical
               incapacity or for any other reason to secure his/her signature to
               apply for or to pursue any application for any domestic or
               foreign patents or copyright registrations covering Inventions
               assigned to the Company as above, then the Executive hereby
               irrevocably designates and appoints the Company and its duly
               authorized officers and agents as his/her agent and attorney in
               fact, to act for and in his/her behalf and stead to execute and
               file any such applications and to do all other lawfully permitted
               acts to further the prosecution and issuance of letters patent or
               copyright registrations thereon with the same legal force and
               effect as if executed by the Executive.

10.  INFORMATION OF PREVIOUS EMPLOYER

     10.1 The Executive agrees that during his/her employment with the Company
          he/she will not inappropriately use or disclose any proprietary
          information or trade secrets owned by any previous employer of the
          Executive or any other individual or entity obtained prior to his/her
          employment with the Company, nor will he/she bring to the Company any
          such non-public document or proprietary information.

11.  INFORMATION OF THIRD PARTIES

     11.1 The Executive hereby acknowledges that the Company has received and
          may continue to receive from third parties confidential or proprietary
          information. The Executive agrees to keep in strict confidence such
          all of such confidential or proprietary information in his/her
          possession and to refrain from using or


                                       8



          disclosing to any individual, entity or company such confidential or
          proprietary information, except that such use or disclosure is in
          compliance with the agreement between the Company and such third party
          and is necessary for the performance of relevant work on behalf of the
          Company.

12.  NO-CONFLICT

     12.1 The Executive represents and warrants that the execution by the
          Executive of this Agreement, the employment with the Company, and the
          performance by the Executive of his/her duties and responsibilities
          pursuant to this Agreement will not breach any of his/her legal or
          contractual obligation to any prior employer of the Executive or any
          other parties, including, without limitation, any obligation in
          respect of proprietary or confidential information or intellectual
          property rights of such party.

13.  FOREIGN CORRUPTION ACT

     13.1 The Executive agrees to diligently adhere to the Foreign Corrupt
          Practices Act attached as Exhibit F hereof.

     13.2 The Executive agrees and promises not to provide or offer any
          remuneration, gift, service or article of value to any government
          officials (including working stuff or employees of any government or
          administrative agencies, political parties or candidates) of any
          country for any reason. The Executive further agrees and promises that
          the Executive will not accept any remuneration in the form of cash or
          other tangible objects from any person in performing his/her duties
          under this Agreement other than the compensation specified in Article
          3 of this Agreement. The Executive promises that all conducts of the
          Executive under this Agreement shall be in compliance with all
          relevant laws, regulations and administrative rules of the People's
          Republic of China at all times.

14.  MISCELLANEOUS

     14.1 Continuing Obligation. If the Executive is employed by any existing or
          future Affiliate of the Company at any time, or provides services to
          such Affiliate, or otherwise retained by such Affiliate, then the
          obligations under this Agreement shall continue to apply. Any
          reference to the Company shall include such Affiliate. In the event
          that this Agreement expires or terminates for any reason, the
          Executive shall immediately resign from any position at such Affiliate
          of the Company, unless otherwise required by the Company.

     14.2 Notice to Employer. The Executive hereby authorizes the Company to
          notify the relevant provisions of this Agreement and the Executive's
          obligations under this Agreement to the actual or future employer of
          the Executive (including the Affiliate with which the Executive will
          work).

     14.3 Right to Name and Image. The Executive hereby authorizes the Company
          to use, or authorize any other person to use, once or from time to
          time during his/her


                                       9



          employment with the Company, the names, photos, images (including
          cartoons), voices and resume of the Executive as well as photocopies
          and duplicates thereof in any media now known or developed in the
          future (including but not limited to movies, videos, digital or any
          other electronic media) for purposes as may be deemed appropriate by
          the Company.

     14.4 Legal Fees. In any dispute arise from or in connection with this
          Agreement, the winning party shall be entitled to be reimbursed for
          reasonable legal fees.

     14.5 Amendments, Extension and Waiver. This Agreement may not be amended,
          revised, extended or terminated unless by a written instrument
          executed by the Executive or a duly authorized representative of the
          Company (excluding the Executive). Any failure or delay to assert any
          right, remedy or power shall not be construed as a waiver of such
          right, remedy or power. All rights and remedies existing under this
          Agreement are cumulative to, and not exclusive of, any rights or
          remedies otherwise available.

     14.6 Transfer; Successors and Assigns. The Executive agrees that he/she
          will not transfer, sell, assign or otherwise dispose of (whether
          voluntarily, involuntarily or by operation of law) any rights or
          interests under this Agreement, and the rights of the Executive shall
          not be subject to any security interest or creditors' claims. Any such
          transfer, assign or other disposal shall be invalid. Nothing contained
          in this Agreement shall prevent the Company from merging into or with
          any other company or selling all or substantially all of the assets of
          the Company, or transfer this Agreement or any obligation under this
          Agreement. In the event of any change in the ownership interest or the
          control of the Company, the provisions of this Agreement shall
          continue to apply and shall be binding upon any successors.
          Notwithstanding and subject to the foregoing, this Agreement shall be
          valid and binding upon, and inure to the benefit of, the successor,
          representative, heirs and permitted assigns of each party, and shall
          not vest in any other individual or entity any interest.

     14.7 Notice. All notices or other communications under this Agreement shall
          be made in writing and delivered to the following addresses or any
          other addresses designated by each party in writing from time to time:

          To the Company:

          Address: 3055 Fuxing Middle Road, Baoding City, Hebei Province, China

          Postal Code:  071051
          Fax:          _______________________
          Attention of: _______________________

          To the Executive:


                                       10



          Address:      _______________________
          Fax:          _______________________
          Attention of: _______________________

          Any notice shall be deemed to have been delivered:

          (a)  If by hand or courier, on the date of actual delivery;

          (b)  If by prepaid and registered mail, on the fourth business days
               after the date of dispatch; or

          (c)  If by fax, on the date on which the fax is transmitted (as
               evidenced by the confirmatory report with fax number, pages
               transmitted and date of transmission).

     14.8 Severability; Enforceability. If all or any portion of any provision
          of this Agreement as applied to any person, to any place or to any
          circumstance shall be ruled by an arbitration commission or a court of
          competent jurisdiction to be invalid, illegal or incapable of being
          enforced, the same shall in no way affect (to the maximum extent
          permissible by Law) that provision or the remaining portions of that
          provision as applied to any parties, places or circumstances or any
          other provisions of this Agreement or the validity or enforceability
          of this Agreement as a whole.

     14.9 Governing Law. This Agreement shall be governed and construed in
          accordance with the laws of the People's Republic of China.

     14.10 Language. This Agreement is written and executed in Chinese.

     14.11 Originals. This Agreement is executed by the parties in two
          originals. Each of the parties will hold one original, and the two
          originals shall be equally valid.

          The Executive acknowledges that (a) he/she has consulted or has the
opportunity to consult with independent counsel of his choice regarding this
Agreement, and the Company has suggested that he do so and (b) he/she has read
and understands this Agreement, fully understands its legal effect, and has
entered into this Agreement voluntarily in his/her own judgment. The Executive
hereby agrees that the obligations under Articles 7, 8 and 9 hereof and the
definition of the Proprietary Information contained in those provisions shall
also apply to the Proprietary Information relating to any work performed for the
Company prior to the execution of this Agreement.

                          [Signatures on the Next Page]


                                       11



          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the date first written above.

                                        EXECUTIVE


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------


                                        YINGLI GREEN ENERGY HOLDING COMPANY LTD.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       12

EX-10.3

                                                                    EXHIBIT 10.3

                                                           [ENGLISH TRANSLATION]

                                                                  Execution Copy

                              DATED AUGUST 25, 2006

                   BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD.
                                       AND
                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

                             JOINT VENTURE CONTRACT



                                    CONTENTS



SECTION                                                                     PAGE
- -------                                                                     ----
                                                                         
1.  DEFINITIONS..........................................................     3
2.  PARTIES TO THE CONTRACT..............................................     5
3.  ESTABLISHMENT OF THE JV COMPANY......................................     6
4.  PURPOSES AND SCOPE OF BUSINESS.......................................     7
5.  TOTAL INVESTMENT AND REGISTERED CAPITAL..............................     8
6.  TRANSFER AND INCREASE OF REGISTERED CAPITAL AND SUBSCRIPTION RIGHT...     8
7.  RESPONSIBILITIES OF THE PARTIES......................................    13
8.  BOARD OF DIRECTORS...................................................    14
9.  SUPERVISORS..........................................................    16
10. OPERATION AND MANAGEMENT ORGANIZATIONS...............................    17
11. LABOR MANAGEMENT.....................................................    18
12. FINANCIAL AFFAIRS AND ACCOUNTING.....................................    19
13. INSURANCE............................................................    21
14. CONFIDENTIALITY......................................................    21
15. JOINT VENTURE TERM...................................................    22
16. TERMINATION AND DISSOLUTION..........................................    23
17. FORCE MAJEURE........................................................    25
18. DISPUTES RESOLUTION..................................................    25
19. APPLICABLE LAW.......................................................    26
20. MISCELLANEOUS PROVISIONS.............................................    26



                                      -2-



This Joint Venture Contract (the "CONTRACT") is signed on August 25, 2006 in
Baoding, Hebei, People's Republic of China

BY AND BETWEEN

(1)  BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD. ("PARTY A"), a company limited
     by shares duly established and validly existing under the laws of the
     People's Republic of China (the "PRC") and having its legal address at No.
     28, Jing Xiu Street, Baoding, Hebei, and its mailing address at No. 2222,
     West Tian Wei Road, Baoding, Hebei; Tel: 0312-3308511; Fax: 0312-3230382;
     AND

(2)  YINGLI GREEN ENERGY HOLDING COMPANY LIMITED ("PARTY B"), a legal person
     duly established and validly existing under the laws of the Cayman Islands
     and having its legal address at Century Yard, Cricket Square, Hutchins
     Drive, PO Box 2681 GT, George Town Cayman, British West Indies, and its
     mailing address at No. 3055, Middle Fuxing Road, National High-tech Zone,
     Baoding, Hebei, PRC.

(Party A and Party B are hereinafter collectively referred to as the "PARTIES"
and individually, a "PARTY".)

WHEREAS

     (1)  Baoding Tianwei Yingli New Energy Resources Co., Ltd. (the "COMPANY")
          is a limited liability company duly established and validly existing
          under the laws of the PRC and having its legal address at No. 3055,
          Middle Fuxing Road, Baoding, with the registered capital of RMB
          100,000,000;

     (2)  Baoding Yingli Group Co., Ltd. ("YINGLI GROUP") has entered into an
          Equity Purchase Agreement with Party B on the same date hereof (the
          "EPA"). According to the EPA, Yingli Group has agreed to sell to Party
          B, and Party B has agreed to purchase from Yingli Group, the 51%
          equity interest Yingli Group holds in the Company;

     (3)  In connection with the sale and purchase of the equity interest
          pursuant to the EPA, the Parties agree to convert the Company into a
          Sino-foreign equity joint venture company (the "JV COMPANY").

NOW, THEREFORE

In consideration of the foregoing premises, in accordance with the Company Law
of the People's Republic of China, the Law of the People's Republic of China on
Sino-Foreign Equity Joint Venture Enterprises and its implementing regulations
and other relevant PRC laws and regulations, adhering to the principles of
equality and mutual benefit and through friendly consultations, the Parties
hereby agree as follows:

1.   DEFINITIONS


                                      -3-



     Unless the provisions of this Contract provide otherwise, the following
     terms shall have the meanings set forth below:

     "AFFILIATE" means, in relation to either of the Parties, a company,
     individual or any other entity directly or indirectly controlling,
     controlled by, or under common control with, such a Party. For the purpose
     of this definition, "CONTROL", when used with respect to any entity, means
     the power to control, or cause others to control, the operation or
     management of such an entity, whether through the ownership of registered
     capital, by contract or otherwise, or the power to appoint the manager or
     majority of the members of the board of directors, management committee or
     equivalent decision making body of such an entity.

     "APPROVAL AUTHORITY" means the Ministry of Commerce of the PRC or its local
     counterpart in Hebei Province which is authorized by the Ministry of
     Commerce to examine and approve this Contract, the Articles of Association
     and any amendments or supplements hereto and thereto.

     "ARTICLES OF ASSOCIATION" means the articles of association of the JV
     Company entered into by the Parties together with this Contract on the date
     hereof.

     "BOARD" means the board of directors of the JV Company.

     "BUSINESS LICENCE" means the JV Company's business licence issued by the
     Registration Authority in connection with the conversion of the Company
     into the JV Company.

     "EXERCISE NOTICE" shall have the meaning provided in Section 6.3.1.

     "SWAPPED EQUITIES" shall have the meaning provided in Section 6.3.1.

     "CHINA" or "PRC" means the People's Republic of China.

     "DATE OF ESTABLISHMENT" shall have the meaning provided in Section 3.1.

     "JV COMPANY" means the Sino-foreign joint venture limited liability company
     converted from the Company by Party A and Party B pursuant to this
     Contract.

     "JOINT VENTURE TERM" means the term of the JV Company set forth in Section
     14.1.

     "MANAGEMENT PERSONNEL" means the Chief Executive Officer, the Chief
     Financial Officer, the departmental managers and other personnel designated
     by the Board as Management Personnel.

     "QUALIFIED STOCK EXCHANGE" means (i) New York Stock Exchange; (ii) Shanghai
     Stock Exchange, and (iii) any other international recognized stock exchange
     or automated quotation system outside the PRC.

     "REGISTRATION AUTHORITY" means the State Administration for Industry and
     Commerce of the PRC or its authorized local counterpart in Hebei Province
     in charge of the registration of the JV Company.


                                      -4-



     "RENMINBI" or "RMB" means the official currency of the PRC.

     "U.S. DOLLARS" or "US$" means the official currency of the United States of
     America.

2.   PARTIES TO THE CONTRACT

5.1  THE PARTIES

     The Parties to this Contract are as follows:

     (a)  Party A

          Name: BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD.

          Country of registration: China

          Legal address: No. 28, Jing Xiu Street, Baoding, Hebei

          Mailing address: No. 2222, West Tian Wei Road, Baoding, Hebei, China

          Legal representative: Name: Ding Qiang

                                Title: Chairman

                                Nationality: Chinese

     (b)  Party B

          Name: YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

          Country of registration: Cayman Islands

          Legal address: Century Yard, Cricket Square, Hutchins Drive,
          PO Box 2681 GT, George Town Cayman, British West Indies

          Mailing address: No. 3055, Middle Fu Xing Road, Baoding, Hebei, China

          Legal representative: Name: Miao Lian Sheng

                                Title: Director

                                Nationality: Chinese

5.2  REPRESENTATIONS AND WARRANTIES

2.2.1 Party A hereby represents and warrants that:

     (a)  it is a company limited by shares duly established and validly
          existing under the laws of the PRC in good standing and has the full
          powers and authority to conduct the business within the scope of its
          business licence;


                                      -5-



     (b)  it has the authority to enter into and perform this Contract and the
          transaction contemplated by this Contract;

     (c)  it has taken the requisite corporate actions to authorize the signing
          of this Contract and, the authorization and performance of this
          Contract and the transaction contemplated hereby do not and will not
          require any other company procedures of Party A unless otherwise
          provided in relevant laws, regulations and administrative rules of the
          PRC or the rules of Qualified Stock Exchanges. Upon approval by the
          Approval Authority, its obligations hereunder shall become valid and
          binding, and Party B shall have the right to require it to perform
          this Contract according to the terms hereof; and

     (d)  the execution and performance of this Contract will not violate its
          articles of association, any of its outstanding commitments or
          obligations, contractual or otherwise, or any of the currently
          effective laws, regulations, decrees or policies of the PRC.

2.2.2 Party B hereby represents and warrants that:

     (a)  it is a company duly established and validly existing under the laws
          of the Cayman Islands;

     (b)  it has the authority to enter into and perform this Contract and the
          transaction contemplated by this Contract; and

     (c)  it has taken the requisite corporate actions to authorize the signing
          of this Contract and, the authorization and performance of this
          Contract and the transaction contemplated hereby does not and will not
          require any other company procedures of Party B unless otherwise
          provided in relevant laws and regulations of the Cayman Islands or the
          Qualified Stock Exchanges. Upon approval by the Approval Authority,
          its obligations hereunder shall be valid and binding, and Party A
          shall have the right to require it to perform this Contract according
          to the terms hereof; and

     (d)  the execution and performance of this Contract will not violate its
          articles of association, any of its outstanding commitments or
          obligations, contractual or otherwise, or any of the currently
          effective laws, regulations, decrees or policies of the Cayman
          Islands.

2.2.3 Each Party shall indemnify the other Party and the JV Company against any
     and all losses that arise from any representations or warranties made by
     such Party in this Section that are proven to be untrue, incomplete,
     misleading or inaccurate in any material respect.

3.   ESTABLISHMENT OF THE JV COMPANY

5.1  ESTABLISHMENT

3.1.1 The issuance date of the Business Licence shall be the date of
     establishment of the JV Company ("DATE OF ESTABLISHMENT").


                                      -6-



5.2  NAME, ADDRESS AND BRANCHES

3.2.1 The name of the JV Company shall be Baoding Tianwei Yingli New Energy
     Resources Co., Ltd. in English and (Chinese Characters) in Chinese.

3.2.2 The legal address of the JV Company shall be No. 3055, Middle Fuxing Road,
     National High-tech Zone, Baoding, Hebei, PRC.

3.2.3 The JV Company may, in accordance with its needs and upon approval by the
     Board and the Approval Authority, establish subsidiaries, branch offices or
     representative offices inside or outside the PRC.

5.3  LIMITED LIABILITY COMPANY

     The organizational form of the JV Company shall be a limited liability
     company. Unless otherwise agreed in writing, once a Party has paid in full
     its contribution to the registered capital of the JV Company, it shall not
     be required to provide any further funds to the JV Company, or on behalf of
     the JV Company to any third party, by way of contribution, loan, advance,
     guarantee or otherwise. If the Parties have fully paid in their subscribed
     capital contribution to the JV Company, creditors of the JV Company shall
     have recourse only to the assets of the JV Company and shall not seek
     repayment from either of the Parties.

5.4  LAWS AND DECREES

     The JV Company shall be a legal person established under the laws of the
     PRC. The activities of the JV Company shall be governed and protected by
     the relevant published laws and regulations of the PRC.

4.   PURPOSES AND SCOPE OF BUSINESS

5.1  PURPOSES OF BUSINESS

     The business purposes of the JV Company are as follows:

     (a)  The objective of the Parties in converting the Company into the JV
          Company is to improve the efficiency of production and operation of
          the Company and to actively participate in the development of the PRC
          new energy resource industry to a greater extent;

     (b)  The Parties also desire that the JV Company improve the competitive
          position of its products on the domestic and international markets by
          improving product quality, continuously developing products that
          satisfy the needs of the JV Company's customers and improving economic
          efficiency and thereby maximize economic returns to the Parties.

5.2  SCOPE OF BUSINESS

     The business scope of the JV Company is as follows:


                                      -7-



     Development, production and sale of silicon solar cells and related
     products or accessories; exportation of self-produced products and
     technologies; importation of raw materials, instrument, mechanical
     equipment, components and accessories and technologies that are necessary
     for the JV Company's operation (except goods that the state designates
     specific companies to deal with or prohibits import or export); processing
     with imported materials, processing and assembly with supplied materials
     and parts, and compensation trade; design, installation and construction of
     solar energy photovoltaic electricity plants. (Operation of any business
     within the business scope that the law or administrative regulations
     require relevant approvals shall not start before such approvals are
     obtained in accordance with the law.)

5.   TOTAL INVESTMENT AND REGISTERED CAPITAL

5.1  TOTAL INVESTMENT

     The amount of the total investment of the JV Company is three hundred
     million Renminbi (RMB300,000,000).

5.2  REGISTERED CAPITAL

     The amount of the registered capital of the JV Company is one hundred
     million Renminbi (RMB100,000,000).

5.3  CONTRIBUTIONS TO REGISTERED CAPITAL

     The registered capital of the JV Company has been fully paid up. Of the
     total amount of the registered capital, the subscribed amount and
     percentage (the "CONTRIBUTION PERCENTAGE") of capital contribution of each
     Party are as follows:

     (a)  Party A subscribed for forty-nine million Renminbi (RMB49,000,000),
          corresponding to 49% of the equity interest in the JV Company.

     (b)  Party B subscribed for fifty-one million Renminbi (RMB51,000,000) in
          equivalent U.S. Dollars, corresponding to 51% of the equity interest
          in the JV Company.

     As agreed upon by both Parties, if Party B fails to complete its initial
     pubic offering and list its shares on a Qualified Stock Exchange, the
     Parties shall re-negotiate the percentages of equity interest they hold in
     the JV Company.

6.   TRANSFER AND INCREASE OF REGISTERED CAPITAL AND SUBSCRIPTION RIGHT

5.1  TRANSFER OF REGISTERED CAPITAL

6.1.1

     (a)  If either Party (the "TRANSFERRING PARTY") desires to transfer all or
          part of its registered capital in the JV Company to any third party,
          the Transferring Party shall give the Board and the other Party (the
          "NON-TRANSFERRING PARTIES") a written notice (the "TRANSFER NOTICE")
          of its intent to do so;


                                      -8-



     (b)  The Transfer Notice shall:

          (i)  specify the percentage of the registered capital of the JV
               Company that the Transferring Party intends to transfer (the
               "OFFERED SHARE PERCENTAGE"); and

          (ii) specify the price at which the Transferring Party intends to
               transfer the Offered Share Percentage (the "OFFERED SHARE
               PERCENTAGE PRICE"), the third party who desires to purchase the
               Offered Share Percentage (the "PROPOSED TRANSFEREE"), the method
               of payment, the terms and conditions of the payment, and other
               principal terms.

     (c)  The Non-Transferring Party shall have a pre-emptive right to purchase
          the Offered Share Percentage. The Non-Transferring Party shall inform
          the Transferring Party in writing within thirty (30) days of receipt
          of the Transfer Notice whether it desires to purchase the Offered
          Share Percentage. If the Non-Transferring Party accepts the proposed
          sale offer of the Offered Share Percentage (the "OFFER"), such
          Non-Transferring Party shall purchase all of the Offered Share
          Percentage.

     (d)  If the Non-Transferring Party accepts the Offer in writing ("WRITTEN
          ACCEPTANCE") within the thirty (30) day period in sub-paragraph (c)
          above, the Parties shall use their best endeavors to procure the
          approval of the Approval Authority for the transfer of the Offered
          Share Percentage to the Non-Transferring Party and shall use their
          respective best endeavors to effect such transfer.

     (e)  If the Transferring Party has not received any written acceptance of
          the Offer from the Non-Transferring Party by the end of the thirty
          (30) day period in sub-paragraph (c) above, the Non-Transferring Party
          shall be deemed to have given its consent to the transfer of the
          Offered Share Percentage by the Transferring Party to the Proposed
          Transferee and the Transferring Party may transfer the Offered Share
          Percentage to the Proposed Transferee within sixty (60) days after the
          expiration date of the thirty (30) day period in sub-paragraph (c)
          above.

     (f)  If the Non-Transferring Party is deemed to have consented to the
          transfer by the Transferring Party to the Proposed Transferee pursuant
          to Section 6.1.1 (e), the Non-Transferring Party shall:

          (i)  sign a statement consenting to the transfer and waiving its
               pre-emptive right of purchase;

          (ii) procure each of the directors it appoints to the Board to vote in
               favour of the board resolutions proposing the transfer, the
               amendments of the Articles of Association and the relevant
               ancillary agreements;

     (g)  Any transfer by the Transferring Party to the Proposed Transferee
          pursuant to Section 6.1.1 (e) shall not be at a price lower than, or
          on terms more favourable than, those offered in the Transfer Notice.


                                      -9-



     (h)  Details of any purchase/transfer made in accordance with Section 6.1.1
          (e) (and any amendment to this Contract (if any) required as a result
          thereof) shall be submitted by the JV Company to the Approval
          Authority for examination and approval. The Parties agree to use their
          respective best endeavors to procure the relevant approvals as soon as
          practicable. Upon receipt of the approval of the Approval Authority,
          the Parties shall procure the JV Company to register the change in
          ownership of the registered capital with the Registration Authority
          and issue new investment certificates to the Parties to reflect the
          adjusted shareholdings, upon cancellation of the existing investment
          certificates.

6.1.2 The Parties agree that the Transferring Party may transfer all or part of
     its shares in the registered capital of the JV Company to any of its
     Affiliates, and the Non-Transferring Party shall consent to such transfers.
     In such an event, the Transferring Party shall notify the Non-Transferring
     Party in written form of the proposed transfer. The Non-Transferring Party
     shall take all actions as may be necessary to effect such a transfer,
     including but not limited to signing the letters or contracts consenting to
     such a transfer and waiving any pre-emptive right of purchase as required
     by the Transferring Party, and shall procure that all of the directors it
     appoints to the Board vote affirmatively in favour of a Board resolution
     approving such a transfer.

     Notwithstanding the above, neither Party may implement any transfer
     pursuant to this Section 6.1.2 before the completion of Party B's initial
     pubic offering and listing of Party B's shares on a Qualified Stock
     Exchange, unless otherwise agreed upon by the other Party in writing.

6.1.3 Neither Party shall mortgage, pledge, charge or otherwise encumber all or
     part of its shares in the registered capital of the JV Company without the
     prior written consent of the other Party.

5.2  INCREASE OF REGISTERED CAPITAL

6.2.1 During the term of the JV Company, upon approval by the Board and the
     Approval Authority, the registered capital of the JV Company may be
     increased or decreased in accordance with the capital requirements of the
     JV Company's business scale. Any increase or decrease of the registered
     capital of the JV Company shall be resolved unanimously by all the
     directors present at a meeting of the Board.

6.2.2 As further agreed upon by both Parties, if Party B subscribes for
     additional capital of the JV Company with proceeds from private placements
     prior to Party B's initial public offering or with proceeds from Party B's
     public offerings, both Parties shall cause all the directors they appoint
     to the Board to vote in favour of the relevant Board resolutions proposing
     the increase of the registered capital, sign all the necessary legal
     documents (including but not limited to any amendments to the joint venture
     contracts and the Articles of Association concerning the increase of the
     registered capital) and take all necessary actions (including but not
     limited to procure the JV Company to carry out the approval and
     registration procedures concerning the increase of the registered capital).


                                      -10-



     Under the above circumstances, the Board shall have the JV Company valued
     by an independent asset valuer in accordance with the internationally
     accepted valuation method and the relevant laws and regulations of the PRC.
     Both Parties agree that the percentage of the equity interest held by Party
     B in the JV Company following the capital increase shall be calculated
     according to the following formula:

     Percentage of Party B's equity interest in the JV Company immediately after
     the capital increase = Percentage of Party B's equity interest in the JV
     Company immediately before the capital increase + Amount of Party B's
     contribution x (1 - Percentage of Party B's equity interest in the JV
     Company immediately before the capital increase) / Fair market value of the
     JV Company.

     The Parties hereby confirm that, upon the completion of the private
     placements by Party B, the "fair market value of the JV Company" in the
     above formula shall be the expected total value of the JV Company
     immediately following Party B's contribution to the increased registered
     capital of the JV Company with the proceeds of private placements; and upon
     the completion of the public offerings by Party B, the "fair market value
     of the JV Company" in the above formula shall be the expected total value
     of the JV Company immediately following Party B's contribution to the
     increased registered capital of the JV Company with the proceeds of public
     offerings.

     For the avoidance of doubt, the Parties hereby further confirm that the
     dilution of Party A's equity interest in the JV Company as a result of
     Party B's contribution to the increased registered capital in accordance
     with the above formula shall be proportional to the dilution of the equity
     interest in the JV Company held by Party B before the registered capital
     increase. Party B agrees to timely communicate with Party A and jointly
     implement the private placements prior to its initial public offering.

6.2.3 Unless otherwise agreed upon in writing, both Parties shall have the right
     to subscribe for the increased registered capital of the JV Company (the
     "INCREASED REGISTERED CAPITAL") in proportion to their respective equity
     interests in the JV Company as of the date of the Board resolution. Each
     Party shall pay up its contribution to the Increased Registered Capital
     within thirty (30) days upon the issuance of the approval by the Approval
     Authority.

     If either Party (the "WAIVING PARTY ") (i) waives its right to subscribe
     for all or part of the Increased Registered Capital it is entitled to by
     written notice to the Board, or (ii) fails to duly contribute its
     proportion of any part of the Increased Registered Capital within thirty
     (30) days upon the approval by the Approval Authority, the other party (the
     "SOLE CONTRIBUTING PARTY") shall have the right (but not the obligation) to
     fully subscribe for all or part of the Increased Registered Capital waived
     or failed to be contributed by the Waiving Party. Under such circumstances,
     the Board shall have the JV Company valued by an independent asset valuer,
     in accordance with internationally accepted valuation method and the
     relevant laws and regulations of the PRC. Both parties agree that the
     percentage of the equity interest held by the Sole Contributing Party in
     the JV Company following the capital increase shall be calculated according
     to the following formula:


                                      -11-



     Percentage of the Sole Contributing Party's equity interest in the JV
     Company immediately after the capital increase = Percentage of the Sole
     Contributing Party's equity interest in the JV Company immediately before
     the capital increase +Amount of capital contribution made by the Sole
     Contributing Party x (1 - Percentage of the Sole Contributing Party's
     equity interest in the JV Company immediately before the capital increase)
     / Fair market value of the JV Company

     The Parties hereby confirm that the "fair market value of the JV Company"
     in the above formula shall be the expected total value of the JV Company
     immediately after the Sole Contributing Party's contribution to the
     increased registered capital of the JV Company.

     Both Parties undertake to sign all necessary legal documents (including but
     not limited to the amendments to the joint venture contracts and the
     Articles of Association concerning the registered capital increase) and
     take all necessary actions to complete the increase of the registered
     capital under Section 6.2.3 (including but not limited to procure the JV
     Company to carry out the approval and registration procedures concerning
     the registered capital increase)

5.3  SUBSCRIPTION RIGHT

6.3.1 Both Parties agree that, subject to the conditions that (i) Party A or its
     Affiliate (the same applies below) obtains all necessary approvals from the
     Chinese government, and (ii) Party B completes its initial public offering
     and its shares are listed on a Qualified Stock Exchange, Party A shall have
     the right to sell to Party B all the equity interest then held by Party A
     in the JV Company (the "SWAPPED EQUITY") as consideration for, and in
     exchange of, Party B's shares (the "SUBSCRIPTION RIGHT").

6.3.2 Subject to the provision of this Section 6.3, relevant PRC laws, laws of
     the jurisdiction where Party B is located, laws of the jurisdiction where
     Party B's shares are listed, laws of the jurisdiction where the Qualified
     Stock Exchange is located and the rules of such Qualified Stock Exchange,
     Party A may, within one month of the first date on which all of the
     conditions provided in Section 6.3.1 are satisfied, send to Party B a
     written notice (the "EXERCISE NOTICE") requesting sale of the Swapped
     Equity as consideration for, and in exchange of, Party B's shares. The
     Exercise Notice issued by Party B shall be accompanied by copies of all
     necessary approvals of the Chinese government for Party A to exercise the
     Subscription Right that have been obtained, legal opinions of Party A's PRC
     counsel confirming that all necessary approvals of the Chinese government
     for Party A to exercise the Subscription Right have been obtained, and all
     other necessary documents.

6.3.3 Party A shall have the Swapped Equity held by Party A valued by an asset
     valuer reasonably accepted by Party B in accordance with the
     internationally accepted valuation methods and relevant laws and
     regulations of the PRC. The asset valuation result shall be acknowledged by
     both Parties and undergo the procedures required by the laws of the PRC (if
     any). Party A shall consult with Party B to determine the value of the
     Swapped Equity on the basis of the asset valuation result.


                                      -12-



6.3.4 Concurrent with transfer of Swapped Equity by Party A to Party B in
     accordance with the Exercise Notice, Party B shall issue to Party A new
     common shares of Party B according to the following formula. The number of
     new common shares to be issued to Party A by Party B shall be:

     Number of shares to be issued to Party A by Party B = the total number of
     shares of Party B at the time x (Percentage of the Swapped Equity in the JV
     Company / Percentage of the equity interest held by Party B in the JV
     Company)

     For the avoidance of doubt, the Parties hereby further confirm that the
     percentage of equity interest held indirectly by Party A in the JV Company
     through Party B after Party A exercises the Subscription Right in
     accordance with this Section 6.3 is equal to the percentage of equity
     interest held directly by Party A in the JV Company immediately before the
     exercise of the Subscription Right.

6.3.5 After Party A issues the Exercise Notice, both Parties shall sign all the
     necessary documents (including but not limited to an equity purchase
     agreement between both Parties regarding the equity interest of the JV
     Company and a share subscription agreement between both Parties regarding
     issuance of new common shares), take all necessary actions and procure all
     necessary approvals from, consents of, registrations and filings with
     governmental and regulatory authorities, to make Party A the legal and
     beneficial owner of the shares issued by Party B and to make Party B the
     legal and beneficial owner of the Swapped Equity. Both Parties agree that
     exercise of the Subscription Right shall be governed by the equity purchase
     agreement and share subscription agreement to be signed by the Parties at
     the time, but the share subscription agreement shall be consistent with the
     principles set forth in Section 6.3 hereof.

6.3.6 Upon execution of the agreements provided in Section 6.3.5 above, Party A
     shall work in cooperation with Party B to take all necessary procedures
     required by the laws of the PRC, including procedures for the conversion of
     the JV Company into a wholly foreign owned enterprise.

6.3.7 Both Parties agree that if Party A fails to exercise the Subscription
     Right within three hundred (300) days from the date of the completion of
     Party B's initial public offering and listing of its shares on a Qualified
     Stock Exchange, Party A may request Party B to purchase all equity interest
     held by Party A in the JV Company at the time. Party B will undertake to
     use its best efforts to assist Party A in completing the transfer of such
     equity interest held by Party A in the JV Company. The specific manner and
     price of the transfer shall be negotiated by both Parties based on the fair
     market value and in accordance with applicable laws and regulations of the
     PRC.

7.   RESPONSIBILITIES OF THE PARTIES

5.1  RESPONSIBILITIES OF PARTY A AND PARTY B

7.1.1 In addition to its other obligations under this Contract, Party A shall:


                                      -13-



     (a)  assist the JV Company in obtaining the approvals, permits and licences
          necessary for the establishment and operation of the JV Company;

     (b)  assist the JV Company in procuring Renminbi by way of loans or
          otherwise as and when requested by the Board;

     (c)  assist the JV Company with the procedures for the import of necessary
          machinery and equipment, materials and supplies, and arrange the
          inland transportation thereof;

     (d)  assist the JV Company in exploring the domestic market and procuring
          information to promote sales of the products of the JV Company in the
          domestic market;

     (e)  assist the employees of the JV Company recruited outside China in
          obtaining entry visas and work permits and assist the personnel of the
          JV Company travelling abroad for training to go through the necessary
          procedures in China; and

     (f)  assist the JV Company in opening Renminbi and foreign exchange bank
          accounts in China.

7.1.2 In addition to its other obligations under this Contract, Party B shall:

     (a)  assist the JV Company in obtaining the approvals, permits and licences
          necessary for the establishment and operation of the JV Company; and

     (b)  assist the JV Company in exploring the international market and
          procuring information to promote sales of the products of the JV
          Company in the international market.

8.   BOARD OF DIRECTORS

5.1  DIRECTORS AND CHAIRMAN

8.1.1 The Board shall consist of seven (7) directors, three (3) of whom shall be
     appointed by Party A, and four (4) of which shall be appointed by Party B.
     Each Party shall promptly notify the Board if it replaces its appointee(s)
     to the Board. During the term of this Contract, if the capital contribution
     percentages of the Parties change, the Parties shall amend this Contract
     accordingly, including, without limitation, making appropriate changes to
     the composition of the Board and the number of directors to be appointed by
     each Party as agreed upon by the Parties at that time.

8.1.2 Each director shall be appointed for a term of three (3) years and may
     serve consecutive terms if reappointed by the Party that originally
     appointed her or him. A director may be removed by her or his appointing
     Party. The term of appointment of the members of the initial Board shall
     commence on the issuance date of the Business Licence. If a seat on the
     Board is vacated due to retirement, resignation, illness, disability or
     death of a director or his removal by the Party that originally appointed
     her or him, the Party that originally appointed her or him shall appoint a
     successor to serve the term of such director.


                                      -14-



     All the directors of the JV Company shall act in accordance with the
     resolutions of the Board, and shall not engage in any action to jeopardize
     the interest of the JV Company.

8.1.3 A director appointed by Party A shall serve as the chairman of the Board
     and a director appointed by Party B shall serve as the vice chairman of the
     Board. The chairman shall be the legal representative of the JV Company.

5.2  POWERS OF THE BOARD

     The Board shall be the highest authority of the JV Company, deciding all
     important matters of the JV Company.

5.3  MEETINGS OF THE BOARD

8.3.1 Each director shall have one vote and the chairman of the Board shall have
     no casting vote. Meetings can be convened by directors through telephone or
     video, so long as the attendance of directors satisfies the quorum
     requirements and each director could be clearly heard during the meeting.

8.3.2 Each Board meeting requires a quorum of two-thirds (2/3) or more of all
     the directors of the JV Company attending the meeting in person (including
     attending via telephone or videoconference) or by proxy. Resolutions
     adopted at any Board meeting where the quorum is not satisfied are invalid.
     If the quorum is not satisfied at a duly convened Board meeting, the
     director presiding over the meeting shall postpone the meeting to a working
     day within seven (7) working days from the originally scheduled meeting
     date, and notify in writing all the directors of the postponement. If any
     director fails to attend or appoint a proxy to attend the postponed Board
     meeting, such director shall be deemed to be present at the meeting (but
     deemed to have waived his or her voting rights) and shall be included in
     calculating the quorum.

8.3.3 The Board shall convene at least one (1) meeting every quarter. The Board
     meetings shall be convened and presided over by the chairman of the Board
     or, in his absence, by the vice chairman or, in the absence of the vice
     chairman, by a director elected by half or more of the directors. A prior
     written notice of no less than five (5) days (which shall include
     notification as to time, place and the agenda of the meeting) shall be sent
     by telex, fax or registered mail to each director. Minutes of each Board
     meeting shall be sent to all the members of the Board and shall be signed
     by all the directors who have attended such a meeting

8.3.4 If a director is unable to attend a Board meeting, she or he shall appoint
     another person in writing to attend and vote at the meeting as her/his
     proxy.

8.3.5 Upon the written request of no less than one third (1/3) of all the
     directors of the JV Company, specifying the matters to be discussed, the
     chairman or, in his absence, the vice chairman or a director authorized by
     the chairman, shall convene an interim Board meeting at a convenient time
     and location. Such interim Board meeting shall be convened by no less than
     five (5) days' prior written notice (which shall include notification as to
     time, place and


                                      -15-



     the agenda of the meeting) sent by fax or registered mail to each director.

8.3.6 The minutes of the Board meetings and the resolutions adopted by the Board
     shall be recorded in the minute-book of the Board meetings of the JV
     Company which shall be kept at the JV Company's legal address.

8.3.7 Resolutions in respect of the following matters shall only be adopted by a
     duly convened Board meeting, upon the unanimous affirmative vote of each
     and every director voting in person or by proxy at such meeting:

     (a)  amendment to the Articles of Association;

     (b)  merger with another entity or division of the JV Company;

     (c)  without prejudice to the power of either of the Parties to dissolve
          the JV Company in accordance with Section 16, termination or
          dissolution of the JV Company; and

     (d)  increase, reduction or transfer of the registered capital of the JV
          Company.

8.3.8 Matters other than those referred to in Section 8.3.7 shall be adopted by
     the affirmative votes of a simple majority of the directors present at a
     duly convened Board meeting in person or by proxy.

8.3.9 Notwithstanding any other provisions of this Contract, a written
     resolution may be adopted by the Board in lieu of a Board meeting provided
     that such resolution to be adopted is delivered to all the directors of the
     JV Company and affirmatively signed and adopted by each of them.

8.3.10 Directors shall serve without any remuneration for the performance of
     their duties, except that directors shall be reimbursed by the JV Company
     for their expenses incurred in attending Board meetings (including but not
     limited to costs relating to travel, food and lodging).

9.   SUPERVISORS

5.1  The Company shall have two (2) Supervisors. Each Party shall appoint one
     supervisor. The directors and the management personnel shall not be
     appointed as Supervisors.

5.2  Each supervisor shall be appointed for a term of three (3) years and may
     serve consecutive terms upon reappointment.

5.3  Powers of the Supervisors include:

9.3.1 inspecting financial affairs of the Company;

9.3.2 supervising acts of directors and senior management personnel in the
     performance of their duties to the Company, and proposing to remove
     directors and senior management personnel who have violated laws,
     regulations, the Articles of Association or resolutions of the Board;


                                      -16-



9.3.3 demanding directors and senior management personnel to correct any acts
     that harm the interests of the Company;

9.3.4 proposing to convene an interim Board meeting; and

9.3.5 other powers provided in the Articles of Association.

5.4  The supervisors may attend Board meetings and make inquiries and
     suggestions concerning matters being resolved by the Board.

10.  OPERATION AND MANAGEMENT ORGANIZATIONS

5.1  OPERATION AND MANAGEMENT ORGANIZATIONS

10.1.1 The JV Company shall have one (1) Chief Executive Officer who shall have
     overall responsibility for the daily operation and management of the JV
     Company. The Chief Executive Officer shall be nominated by Party B and
     appointed by the Board and shall report to and be under the supervision of
     the Board. The term of office of the Chief Executive Officer shall be three
     (3) years, and if re-nominated by Party B and re-appointed by the Board,
     the Chief Executive Officer may serve consecutive terms.

10.1.2 The JV Company shall also have one (1) Chief Financial Officer and
     several departmental managers. The Chief Financial Officer shall be
     nominated by the Chief Executive Officer and appointed by the Board. The
     departmental managers shall be appointed by the Chief Executive Officer.

10.1.3 The Chief Financial Officer shall be responsible for the financial
     matters of the JV Company and shall report to the Chief Executive Officer.
     The departmental managers shall be responsible for the operation of their
     respective departments, handle the matters delegated by the Chief Executive
     Officer, and shall report to the Chief Executive Officer from time to time.

10.1.4 A director of the JV Company may concurrently serve the office of the
     Chief Executive Officer or hold another senior management position of the
     JV Company.

5.2  RESPONSIBILITIES OF THE CHIEF EXECUTIVE OFFICER

10.2.1 The Chief Executive Officer of the JV Company shall have the following
     responsibilities:

     (a)  to take charge of the operation and management of the JV Company and
          report to the Board;

     (b)  to organize the implementation of the JV Company's plans and the
          resolutions of the Board;

     (c)  to prepare proposals for the establishment of the internal management
          organizations of the JV Company;


                                      -17-



     (d)  to formulate the rules and regulations for the operation and
          management of the JV Company;

     (e)  to propose to the Board for the appointment or dismissal of the Chief
          Financial Officer;

     (f)  to appoint or dismiss the Management Personnel other than those who
          should be appointed or dismissed by the Board;

     (g)  to determine the wages, welfare and benefits and rewards and
          disciplines of the working personnel and decide on their employment
          and dismissal; and

     (h)  other duties and powers conferred upon him by the PRC laws and
          regulations, the Articles of Association and the Board.

10.2.2 The Chief Executive Officer shall submit to the Board for discussion and
     approval of:

     (a)  the annual management report and accounts of the JV Company;

     (b)  the annual budget and long term plans of the JV Company; and

     (c)  other matters as may be required by the Board.

11.  LABOR MANAGEMENT

5.1  PRINCIPLES

     Matters relating to the recruitment, employment, dismissal, resignation,
     wages, welfare and other matters concerning the employees of the JV Company
     shall be handled in accordance with relevant PRC laws and regulations.

5.2  EMPLOYEES

11.2.1 The JV Company shall hire employees based upon the qualities of the
     candidates and in accordance with the demands of its operation and
     development. If the JV Company hires new employees through examinations or
     tests, only those candidates who make superior achievements in the
     examinations or tests will be hired. New employees hired by the JV Company
     shall undergo a probation period not exceeding six (6) months. During the
     probation period, the JV Company may terminate, at any time, the labor
     contracts with any employees who do not satisfy the relevant requirements,
     and do not need to pay any economic compensation to such employees upon
     such termination.

11.2.2 The Chief Executive Officer shall determine the number of employees based
     on the operational need of the JV Company.

5.3  DISCIPLINE

11.3.1 The Chief Executive Officer shall have the right to take disciplinary
     actions, including giving a warning to, recording a demerit against, and
     reducing the wages of, those employees who violate the rules, regulations
     and labor discipline of the JV Company. Where a case is


                                      -18-



     serious, the Chief Executive Officer may dismiss such an employee. The
     Chief Executive Officer shall also have the right to dismiss those of the
     employees who are found incompetent or unsuitable for their jobs.

11.3.2 Dismissal of employees by the JV Company shall be carried out in
     accordance with the provisions of the labor contracts, the rules and
     regulations of the JV Company and relevant PRC laws and regulations.

5.4  ANNUAL REVIEW

     The annual adjustment of salaries and other related matters of the JV
     Company's employees shall be decided by the Board and executed by the Chief
     Executive Officer.

5.5  TRADE UNION

11.5.1 The employees of the JV Company shall have the right to establish a trade
     union and to participate in the activities of the trade union in accordance
     with the Trade Union Law of the People's Republic of China. The trade union
     of the JV Company shall represent the interests of the JV Company's
     employees.

11.5.2 The trade union shall operate in accordance with the laws of the PRC and
     support the operation of the JV Company. The trade union activities shall
     be held during hours other than the working time of the JV Company;
     otherwise, approvals of the Chief Executive Officer shall be obtained
     before conducting such activities.

12.  FINANCIAL AFFAIRS AND ACCOUNTING

5.1  ACCOUNTING SYSTEM

12.1.1 The JV Company shall adopt the internationally accepted accrual basis and
     debit and credit accounting system in the preparation of its accounts.

12.1.2 The JV Company shall establish accounting systems and procedures in
     accordance with the applicable PRC accounting principles. The JV Company
     shall also ensure that it prepares and produces accounts in accordance with
     the generally accepted accounting principles as applied by Party B in its
     own accounts (including but not limited to the US GAAP) so as to satisfy
     Party B's reporting and management requirements.

12.1.3 The JV Company shall adopt Renminbi as its standard book-keeping base
     currency, but may also use U.S. dollar or other foreign currencies as
     supplementary book-keeping currencies.

12.1.4 Routine accounting records, vouchers, books and statements of the JV
     Company shall be made and kept in Chinese. At Party B's request, English
     versions shall be provided.

5.2  ACCOUNTING YEAR

     The accounting year of the JV Company shall begin on January 1 of each
     calendar year and end on December 31 of the same year. The first accounting
     period of the JV Company shall


                                      -19-



     commence on the issuance date of the Business Licence and end on December
     31 of the same calendar year.

5.3  ACCOUNTING REPORTS

     The Chief Executive Officer shall procure the preparation of an annual
     balance sheet, an annual profit and loss account and an annual statement of
     cash flow of the JV Company during the first three (3) months of each
     accounting year, for the immediately preceding accounting year. The Chief
     Executive Officer shall submit the balance sheet and the annual profit and
     loss account to the Board for approval after the same have been examined
     and audited by the auditors appointed by the Board.

5.4  AUDITING

12.4.1 The Board shall appoint a joint venture accounting firm registered in
     China (whose foreign party is an internationally reputable independent
     accounting firm) as the independent auditors of the JV Company. Such firm
     will perform the annual examination and audit of the financial statements
     of the JV Company, produce the relevant certificates and reports and assist
     in the production and counter-signing of the annual accounting statements
     and other documents, certificates or statements required by the PRC laws to
     be examined and certified by an accountant registered in China. The cost of
     employing the auditors shall be borne by the JV Company.

12.4.2 Each Party shall have the right to inspect the books of accounts and
     other financial records of the JV Company at any time during normal
     business hours and to take such copies thereof as it may require. Any such
     inspection shall be carried out at the cost of the Party requiring the same
     and without unnecessary disturbance to the business of the JV Company.

12.4.3 Each Party shall have the right to appoint accountants registered inside
     or outside China to undertake financial audit or examination of the JV
     Company's financial statements at any time, and the other Party and the JV
     Company shall co-operate with such accountants. All expenses of such
     financial audit or examination shall be borne by the appointing Party.

5.5  BANK ACCOUNTS AND FOREIGN EXCHANGE

     The JV Company shall open Renminbi bank accounts and foreign exchange
     accounts in currencies used by the JV Company. The JV Company's foreign
     exchange transactions shall be handled in accordance with the regulations
     of the PRC relating to foreign exchange control.

5.6  BALANCING FOREIGN EXCHANGE

     The Parties agree that the JV Company shall balance its foreign exchange
     income and expenditure by itself, using means permissible under the PRC
     laws.

5.7  PROFIT DISTRIBUTION

12.7.1 The JV Company shall, after accumulated losses of previous years have
     been fully made up and after payment of taxes in accordance with the
     relevant laws and regulations of the PRC,


                                      -20-



     allocate a percentage of its annual after tax profits for contribution
     towards the reserve fund, enterprise development fund and employee bonus
     and welfare fund for staff and workers.

12.7.2 In any particular accounting year, the percentages of the JV Company's
     annual after tax profits to be contributed to the above mentioned funds
     shall be decided by the Board.

12.7.3 Unless otherwise determined by the Board, after paying taxes in
     accordance with the laws and regulations and making contributions to the
     above mentioned funds, the remaining profits of the JV Company shall be
     distributed in proportion to the Parties' respective actual contributions
     to the registered capital of the JV Company.

     The risks and losses of each Party associated with the JV Company shall be
     limited to the Contribution Percentage of each Party in the registered
     capital of the JV Company.

12.7.4 The JV Company shall not distribute profits unless the accumulated losses
     of previous accounting year(s) have been fully made up. Remaining
     undistributed profits from previous years can be distributed together with
     those of the current year.

12.7.5 All payments under this Section shall, at the request of the receiving
     Party, be remitted electronically or by telegraphic transfer to a bank
     account designated in advance by the receiving Party.

13.  INSURANCE

5.1  The JV Company shall purchase all necessary insurance services at its own
     cost and expense during the term of the JV Company.

5.2  The types, amounts and currencies of insurance coverage shall be determined
     by the Chief Executive Officer of the JV Company.

5.3  All items of insurance of the JV Company shall be taken out with an
     insurance company registered in China or, to the extent permitted under the
     PRC law, overseas.

14.  CONFIDENTIALITY

5.1  During the term of this Contract and for a period of five (5) years from
     the date of termination or expiration of this Contract for any reason
     whatsoever, the Receiving Party of any Confidential Information shall:

     (a)  keep the Confidential Information confidential;

     (b)  not disclose the Confidential Information to any person without the
          prior written consent of the Disclosing Party; and

     (c)  not use the Confidential Information for any purpose other than for
          the performance of its obligations under this Contract.

5.2  The obligations contained in Section 5.1 shall not apply to any
     Confidential Information which:


                                      -21-



     (a)  at the date of this Contract, is in, or at any time after the date of
          this Contract, comes into, the public domain other than through breach
          of this Contract by the Receiving Party;

     (b)  can be shown by the Receiving Party to the reasonable satisfaction of
          the Disclosing Party to have been known by the Receiving Party before
          disclosure by the Disclosing Party to the Receiving Party; or

     (c)  after the date of this Contract, comes lawfully into the possession of
          the Receiving Party from a third party.

5.3  For the purposes of this Section, "CONFIDENTIAL INFORMATION" means any
     information of a confidential nature disclosed (whether in writing,
     verbally or by any other means and whether directly or indirectly) by one
     Party (the "DISCLOSING PARTY") to the other Party (the "RECEIVING PARTY")
     whether before or after the date of this Contract, including but not
     limited to any information relating to the Disclosing Party's operations,
     plans or intentions, know-how (including management know-how), trade
     secrets, market opportunities and business affairs.

5.4  The provisions of this Section shall survive the termination of this
     Contract and the dissolution or liquidation of the JV Company for a period
     of five (5) years.

5.5  The obligations contained in this Section shall not apply to:

     (a)  disclosures made in accordance with relevant legal procedures,
          subpoenas, or requirements of laws and regulations or rules of a
          Qualified Stock Exchange;

     (b)  for the purposes of this Contract, within the reasonable scope of
          disclosure, the Receiving Party's disclosures of information to its
          employees, directors, consultants, lawyers, auditors, accountants or
          other staffs appointed by the JV Company in writing; and

     (c)  other disclosures permitted in accordance with this Section.

15.  JOINT VENTURE TERM

5.1  The Joint Venture Term shall commence on the issuance date of the Business
     Licence and expire on the date fifty (50) years after the issuance of the
     Business Licence unless extended pursuant to the provisions of Section
     15.2.

5.2  Notwithstanding the provisions of Section 15.1, either Party to this
     Contract may propose an extension of the Joint Venture Term no later than
     twelve (12) months before expiration of the Joint Venture Term. If such
     proposal is accepted by the other Party and approved by the Board, then an
     application for approval to extend the Joint Venture Term shall be
     submitted to the Approval Authority one hundred and eighty (180) days prior
     to the expiration date of the Joint Venture Term. Upon such approval being
     granted, the JV Company shall proceed with registration formalities to
     extend the Joint Venture Term.

5.3  If the Joint Venture Term is not extended pursuant to this Section, the
     Parties shall procure that


                                      -22-



     the Board unanimously agree to dissolve the JV Company.

16.  TERMINATION AND DISSOLUTION

5.1  TERMINATION

     Subject to other provisions of this Section, this Contract shall be
     terminated upon the expiration of the Joint Venture Term, unless extended
     pursuant to Section 15.2, or terminated in advance according to a written
     agreement between the Parties or Section 16.2.

5.2  EARLY TERMINATION

     Either Party shall have the right to give written notice to the other Party
     of its desire to terminate this Contract prior to the expiration of the
     Joint Venture Term under the following circumstances:

     (a)  if the JV Company or the other Party becomes bankrupt, or is the
          subject of proceedings for liquidation or dissolution, or ceases to
          carry on business or becomes unable to pay its debts as they come due;

     (b)  if the conditions or consequences of Force Majeure as defined in
          Section 17 prevail for a period in excess of six (6) consecutive
          complete calendar months and the Parties are unable to find an
          equitable solution pursuant to Section 17;

     (c)  if the Business Licence or any extension or substitution thereof is
          terminated, cancelled or revoked; or

     (d)  for any other reason provided in this Contract.

5.3  NOTIFICATION PROCEDURE

     Within one (1) month after a Party gives the notice pursuant to Section
     16.2, the Parties shall commence negotiations and endeavor to resolve the
     matter leading to such notice. In the event that the matter is not resolved
     to the satisfaction of the Parties within one (1) month after commencement
     of negotiations or either of the Parties refuses to commence negotiations
     within the period stated above, the notifying Party may give a written
     notice (the "DISSOLUTION NOTICE") to the other Party of its desire to
     dissolve the JV Company.

5.4  LIQUIDATION PROCEDURES

16.4.1 The Parties shall procure that the Board unanimously agree to dissolve
     the JV Company and submit a dissolution application for approval by the
     Approval Authority if:

     (a)  a Dissolution Notice is issued and no resolution is agreed upon by the
          Parties within thirty (30) days after the issuance of the Dissolution
          Notice; or

     (b)  the Joint Venture Term expires and no extension of the term is agreed
          upon by the Parties.


                                      -23-



16.4.2 The Board shall appoint a committee (the "LIQUIDATION COMMITTEE") which
     shall have the power to represent the JV Company in all legal matters. The
     Liquidation Committee shall value and liquidate the JV Company's assets in
     accordance with applicable published PRC laws and regulations and the
     principles set forth therein.

16.4.3 Each Party may appoint directors of the JV Company or professional
     advisers, such as accountants and lawyers qualified either in China or
     overseas, to be members of the Liquidation Committee. The number of members
     of the Liquidation Committee shall be the same as the Board members and the
     respective right to appoint members of the Liquidation Committee by each
     Party shall correspond to the respective right of such Party to nominate
     directors as set forth in Section 8.1.1. One of the members of the
     Liquidation Committee appointed by Party B shall be its chairman. The Board
     shall report the formation of the Liquidation Committee to the Approval
     Authority. The Liquidation Committee may appoint professional advisers to
     assist in the liquidation. The Liquidation Committee shall make decisions
     based on unanimous consent.

16.4.4 The Liquidation Committee shall conduct a thorough examination of the JV
     Company's assets and liabilities, on the basis of which it shall develop a
     liquidation plan which, if approved by the Board, shall be executed under
     the Liquidation Committee's supervision.

16.4.5 In developing and executing the liquidation plan, the Liquidation
     Committee shall use every effort to obtain the highest possible price for
     the JV Company's assets. Considerations shall be given to sale of the JV
     Company's assets by public auction open to domestic and foreign bidders
     with a view towards sales at international market prices.

16.4.6 The liquidation expenses, including remuneration to members of the
     Liquidation Committee, shall be paid out of the JV Company's assets in
     priority to the claims of other creditors.

16.4.7 After the liquidation of the JV Company's assets and the settlement of
     all its outstanding debts, the balance of its assets shall be paid over to
     the Parties in proportion to their respective contributions to the
     registered capital of the JV Company.

16.4.8 Following the completion of all liquidation procedures, the Liquidation
     Committee shall submit a final report approved by the Board to the Approval
     Authority for approval, submit the Business Licence to the Registration
     Authority and complete all other formalities for nullifying the JV
     Company's registration, whereupon this Contract shall be terminated.

5.5  FOREIGN EXCHANGE

     Any and all amounts payable to Party B by the Liquidation Committee
     pursuant to Section 16.4.7 shall be paid promptly to Party B in foreign
     exchange which shall be freely remitted out of China. Any expenses related
     to the conversion of Renminbi to foreign exchange shall be borne by Party
     B.

5.6  SPECIAL LIQUIDATION

     If the Parties are unable to carry out the above ordinary liquidation
     procedures, the JV Company


                                      -24-



     shall undertake the special liquidation procedures in accordance with the
     Procedures for Liquidation of Foreign-Investment Enterprises and other
     relevant laws and regulations.

17.  FORCE MAJEURE

5.1  "FORCE MAJEURE" means all events that are beyond the control of the Parties
     to this Contract, and which are unforeseen, or if foreseen, unavoidable,
     and which prevent either Party from performing all or a material part of
     its obligations. Such events shall include but are not limited to
     explosions, shipwrecks, acts of nature or fires, floods, sabotage,
     accidents and any other similar contingency.

5.2  If an event of Force Majeure occurs, to the extent that any contractual
     obligation of either of the Parties cannot be performed as a result of such
     an event, such contractual obligation shall be suspended while the Force
     Majeure subsists and the due date for performance thereof shall be
     automatically extended, without penalty, for a period equal to such
     suspension.

5.3  The Party encountering Force Majeure shall promptly inform the other Party
     in writing and shall furnish appropriate proof of the occurrence and
     duration of such Force Majeure. The Party encountering Force Majeure shall
     also use all reasonable endeavors to terminate the Force Majeure.

5.4  In the event of Force Majeure, the Parties shall immediately consult with
     each other to find an equitable solution and shall use all reasonable
     endeavors to minimize the consequences of such Force Majeure.

18.  DISPUTES RESOLUTION

5.1  Any dispute or disagreement arising out of or in connection with this
     Contract, including any issue regarding the existence, interpretation,
     validity, termination or performance of this Contract, shall be submitted
     to and settled by the Hong Kong International Arbitration Centre (the
     "CENTRE"), applying the UNCITRAL Arbitration Rules then effective. Such
     Arbitration Rules (including any amendment thereto) shall be deemed as a
     part of this Contract. The arbitration venue shall be Hong Kong.

5.2  Any award made by the arbitral tribunal of the Centre shall be final and
     binding on the Parties. Both parties shall execute the award. The refusal
     of one Party to execute the award authorizes the other Party to apply for
     enforcement to the courts that have jurisdiction over the issue in
     accordance with the provisions of applicable laws.

5.3  No arbitration of any dispute or disagreement shall commence unless the
     Parties have attempted genuinely to settle the same amicably within a
     period of ninety (90) days after the issuance of a written arbitration
     notice by one Party to the other, which notice shall describe generally the
     nature of the dispute.

5.4  The costs of arbitration shall be borne by the losing Party, unless
     otherwise determined by the arbitration award.


                                      -25-



5.5  When any dispute occurs and when any dispute is under arbitration, except
     for the matters under dispute, the Parties shall continue to fulfil their
     respective obligations and shall be entitled to exercise their rights under
     this Contract.

19.  GOVERNING LAW

     The execution, validity, interpretation and performance of this Contract
     and the resolution of any of the dispute thereunder shall be governed by
     the PRC law but, in the event that there is no applicable PRC law governing
     a particular matter relating to this Contract, generally accepted standards
     and principles of international law and general international commercial
     practices shall be applied.

20.  MISCELLANEOUS PROVISIONS

5.1  The failure to exercise or delay in exercising a right or remedy under this
     Contract shall not constitute a waiver of the right or remedy or a waiver
     of any other rights or remedies and no single or partial exercise of any
     right or remedy under this Contract shall prevent any further exercise of
     such a right or remedy or the exercise of any other right or remedy.

5.2  This Contract shall become effective when it is approved by the Approval
     Authority.

5.3  This Contract is written and executed in Chinese.

5.4  The invalidity of any provision of this Contract shall not affect the
     validity of any other provision of this Contract.

5.5  Any notice or other communication provided in this Contract shall be
     delivered personally or sent by fax as follows:

     (a)  if to Party A, to:

          Address:    No. 2222, West Tian Wei Road, Baoding, Hebei, China

          Fax number: 0312--3230382

          Attention:  Zhang Jicheng

     (b)  if to Party B, to:

          Address:    No.3055, Middle Fu Xing Road, Baoding, Hebei, China

          Fax number: 0312--3151881

          Attention:  Liu Conghui

     or to any other address, fax number or person as either of the Parties may
     specify by notice in writing to the other.

5.6  In the absence of evidence of earlier receipt, any notice or other
     communication shall be


                                      -26-



     deemed to have been duly given:

     (a)  if delivered personally, when delivered to the address referred to in
          Section 20.5;

     (b)  if sent by fax, when a confirmation report of transmission is recorded
          by the sender's facsimile machine;

     (c)  if sent by air mail, ten (10) business days after posting it.

5.7  This Contract constitutes the entire agreement between the Parties relating
     to the subject matters of this Contract and supersedes all previous
     agreements.

5.8  If there is any conflict or inconsistency between the provisions of this
     Contract and the Articles of Association, this Contract shall prevail.

5.9  No variation to this Contract shall be valid unless it is in writing and
     signed by both Parties or their representatives and approved by the
     Approval Authority.

5.10 Except as expressly provided in this Contract, the rights and remedies
     contained in this Contract are cumulative and not exclusive of any rights
     or remedies provided by law.

5.11 Nothing in this Contract shall be construed as creating a partnership
     between the Parties or constituting either Party as the agent of the other
     for any purpose whatsoever and neither of the Parties shall have the
     authority or power to bind the other or to contract in the name of or
     create a liability against the other in any way or for any purpose.

5.12 This Contract shall be executed in four (4) originals.


                                      -27-



IN WITNESS WHEREOF each of the parties hereto has caused this Contract to be
executed by its duly authorized representative on the date first set forth
above.

BAODING TIANWEI BAOBIAN ELECRTIC CO., LTD


/s/ Mingjin Yang
- -------------------------------------------
Name: Mingjin Yang
Title: General Manager
Nationality: Chinese


YINGLI GREEN ENERGY HOLDING COMPANY LIMITED


/s/ Liansheng Miao
- -------------------------------------------
Name: Liansheng Miao
Title: Chairman and Chief Executive Officer
Nationality: Chinese


                                      -28-



             SUPPLEMENTAL CONTRACT TO THE JOINT VENTURE CONTRACT OF

              BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD.

This Contract is signed on October 10, 2006 in Baoding, Hebei, People's Republic
of China

BY AND BETWEEN

(1)  BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD. ("PARTY A"), a company limited
     by shares duly established and validly existing under the laws of the
     People's Republic of China (the "PRC") and having its legal address at No.
     28, Jing Xiu Street, Baoding, Hebei, and its mailing address at No. 2222,
     West Tian Wei Road, Baoding, Hebei; Tel: 0312-3308511; Fax: 0312-3230382;
     and

(2)  YINGLI GREEN ENERGY HOLDING COMPANY LIMITED ("PARTY B"), a legal person
     duly established and validly existing under the laws of the Cayman Islands
     and having its legal address at Century Yard, Cricket Square, Hutchins
     Drive, PO Box 2681 GT, George Town Cayman, British West Indies, and its
     mailing address at No. 3055, Middle Fuxing Road, National High-tech Zone,
     Baoding, Hebei, PRC.

(Party A and Party B are hereinafter collectively referred to as the "PARTIES"
and individually, a "PARTY".)

WHEREAS, as required by its expansion of business capacity, Baoding Tianwei
Yingli New Energy Resources Co., Ltd. proposes to increase its registered
capital. In accordance with the Law of the People's Republic of China on
Sino-Foreign Equity Joint Venture Enterprises and other relevant PRC laws and
regulations, adhering to the principles of equality and mutual benefit and
through friendly consultations, the Parties hereby amend the Joint Venture
Contract (the "JV CONTRACT") signed by the Parties on August 25, 2006 to reflect
the change of the registered capital.

Unless otherwise defined or specified herein, the terms used in this Contract
shall have the same meanings as ascribed to them under the JV Contract.

I.   Section 5 of the JV Contract is amended as follows:

The original Section 5 was:

5.1  Total Investment

     The amount of the total investment of the JV Company is three hundred
     million Renminbi (RMB300,000,000).

5.2  REGISTERED CAPITAL

     The amount of the registered capital of the JV Company is one hundred
     million Renminbi (RMB100,000,000).

5.3  CONTRIBUTIONS TO REGISTERED CAPITAL



     The registered capital of the JV Company has been fully paid up. Of the
     total amount of the registered capital, the subscribed amount and
     percentage (the "CONTRIBUTION PERCENTAGE") of capital contribution of each
     Party are as follows:

     (c)  Party A subscribed for forty-nine million Renminbi (RMB49,000,000),
          corresponding to 49% of the equity interest in the JV Company.

     (d)  Party B subscribed for fifty-one million Renminbi (RMB51,000,000) in
          equivalent U.S. Dollars, corresponding to 51% of the equity interest
          in the JV Company.

     As agreed upon by both Parties, if Party B fails to complete its initial
     pubic offering and list its shares on a Qualified Stock Exchange, the
     Parties shall re-negotiate the percentages of equity interest they hold in
     the JV Company.

NOW IT IS AMENDED AS FOLLOWS:

5.4  TOTAL INVESTMENT

     The amount of the total investment of the JV Company is six hundred million
     Renminbi (RMB600,000,000).

5.5  REGISTERED CAPITAL

     The amount of the registered capital of the JV Company is two hundred and
     thirty million nine hundred and forty thousand Renminbi (RMB230,940,000).

5.6  CONTRIBUTIONS TO REGISTERED CAPITAL

     The registered capital of the JV Company has been fully paid up. Of the
     total amount of the registered capital, the subscribed amount and
     percentage (the "CONTRIBUTION PERCENTAGE") of capital contribution of each
     Party are as follows:

     (e)  Party A subscribed for forty-nine million Renminbi (RMB49,000,000),
          corresponding to 46.02% of the equity interest in the JV Company.

     (f)  Party B subscribed for one hundred and eighty-one million nine hundred
          and forty thousand Renminbi (RMB181,940,000) in equivalent U.S.
          Dollars, corresponding to 53.98% of the equity interest in the JV
          Company.

     As agreed upon by both Parties, if Party B fails to complete its initial
     pubic offering and list its shares on a Qualified Stock Exchange, the
     Parties shall re-negotiate the percentages of equity interest they hold in
     the JV Company.

II.  The following provision is added to Section 6 of the JV Contract:

6.1.4 Notwithstanding the above provisions, the Parties agree that neither Party
     shall transfer all or any part of the equity interest held by such Party in
     the registered capital of the JV Company to any third party that is engaged
     in a competing business with the JV Company.

III. This Contract shall become effective after it is signed by authorized
     representatives of both


                                      -2-



     Parties and approved by the Approval Authority.

IV.  This Contract shall be executed in four (4) originals.

                    [Space below is intentionally left blank]


                                      -3-



IN WITNESS WHEREOF each of the parties hereto has caused this Contract to be
executed by its duly authorized representative on the date first set forth
above.

BAODING TIANWEI BAOBIAN ELECRTIC CO., LTD


/s/ Qiang Ding
- -------------------------------------------
Name: Qiang Ding
Title: Chairman
Nationality: Chinese


YINGLI GREEN ENERGY HOLDING COMPANY LIMITED


/s/ Liansheng Miao
- -------------------------------------------
Name: Liansheng Miao
Title: Chairman and Chief Executive Officer
Nationality: Chinese


                                      -4-



           SUPPLEMENTAL CONTRACT NO.2 TO THE JOINT VENTURE CONTRACT OF

              BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD.

This Contract is signed on November 13, 2006 in Baoding, Hebei, People's
Republic of China

BY AND BETWEEN

(1)  BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD. ("PARTY A"), a company limited
     by shares duly established and validly existing under the laws of the
     People's Republic of China (the "PRC") and having its legal address at No.
     28, Jing Xiu Street, Baoding, Hebei, and its mailing address at No. 2222,
     West Tian Wei Road, Baoding, Hebei; Tel: 0312-3308511; Fax: 0312-3230382;
     and

(2)  YINGLI GREEN ENERGY HOLDING COMPANY LIMITED ("PARTY B"), a legal person
     duly established and validly existing under the laws of the Cayman Islands
     and having its legal address at Century Yard, Cricket Square, Hutchins
     Drive, PO Box 2681 GT, George Town Cayman, British West Indies, and its
     mailing address at No. 3055, Middle Fuxing Road, National High-tech Zone,
     Baoding, Hebei, PRC.

(Party A and Party B are hereinafter collectively referred to as the "PARTIES"
and individually, a "PARTY".)

WHEREAS, as required by its expansion of business capacity, Baoding Tianwei
Yingli New Energy Resources Co., Ltd. proposes to increase its registered
capital. In accordance with the Law of the People's Republic of China on
Sino-Foreign Equity Joint Venture Enterprises and other relevant PRC laws and
regulations, adhering to the principles of equality and mutual benefit and
through friendly consultations, the Parties hereby amend the Joint Venture
Contract and the Supplemental Contract to the Joint Venture Contract
(collectively, the "JV CONTRACT") signed by the Parties on August 25, 2006 and
October 10, 2006, respectively, to reflect the change of the registered capital.

WHEREAS, through further consultation, the Parties agree to terminate the
Supplemental Contract No. 2 to the Joint Venture Contract signed by the Parties
on October 25, 2006 and sign this Supplemental Contract No. 2 to the Joint
Venture Contract.

Unless otherwise defined or specified herein, the terms used in this Contract
shall have the same meanings as ascribed to them under the JV Contract.

I.   Section 5 of the JV Contract is hereby amended as follows:

5.1  Total Investment

     The amount of the total investment of the JV Company is one billion three
     hundred and fifty million Renminbi (RMB1,350,000,000).

5.2  REGISTERED CAPITAL

     The amount of the registered capital of the JV Company is seven hundred and
     fifteen million seven hundred and eighty thousand Renminbi
     (RMB715,780,000).



5.3  CONTRIBUTIONS TO REGISTERED CAPITAL

     Of the total amount of the registered capital, the subscribed amount and
     percentage (the "CONTRIBUTION PERCENTAGE") of capital contribution of each
     Party are as follows:

     (g)  Party A subscribes for forty-nine million Renminbi (RMB49,000,000),
          corresponding to 37.87% of the equity interest in the JV Company.

     (h)  Party B subscribes for six hundred and sixty-six million seven hundred
          and eighty thousand Renminbi (RMB666,780,000) in equivalent U.S.
          Dollars, corresponding to 62.13% of the equity interest in the JV
          Company.

     The Parties have contributed two hundred and thirty million nine hundred
     and forty thousand Renminbi (RMB230,940,000) to the registered capital and
     the remaining registered capital of four hundred and eighty-four million
     eight hundred and forty thousand Renminbi (RMB484,840,000) shall be
     contributed by Party B. Party B shall make full contribution to the above
     registered capital that it is required to actually contribute to within
     thirty (30) days after the approval of this Supplemental Contract by the
     Approval Authority.

     As agreed upon by both Parties, if Party B fails to complete its initial
     pubic offering and list its shares on a Qualified Stock Exchange, the
     Parties shall re-negotiate the percentages of equity interest they hold in
     the JV Company.

II.  This Contract shall replace the Supplemental Contract No.2 signed by the
     Parties on October 25, 2006.

V.   This Contract shall become effective after it is signed by authorized
     representatives of both Parties and approved by the Approval Authority.

VI.  This Contract shall be executed in four (4) originals.

                    [Space below is intentionally left blank]


- -2-



IN WITNESS WHEREOF each of the parties hereto has caused this Contract to be
executed by its duly authorised representative on November 13, 2006.

BAODING TIANWEI BAOBIAN ELECRTIC CO., LTD


/s/ Qiang Ding
- -------------------------------------------
Name: Qiang Ding
Title: Chairman
Nationality: Chinese


YINGLI GREEN ENERGY HOLDING COMPANY LIMITED


/s/ Liansheng Miao
- -------------------------------------------
Name: Liansheng Miao
Title: Chairman and Chief Executive Officer
Nationality: Chinese


- -3-



          SUPPLEMENTAL CONTRACT NO. 3 TO THE JOINT VENTURE CONTRACT OF

              BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD.

This Contract is signed on December 18, 2006 in Baoding, Hebei, People's
Republic of China

BY AND BETWEEN

(1)  BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD. ("PARTY A"), a company limited
     by shares duly established and validly existing under the laws of the
     People's Republic of China (the "PRC"), with its correspondence address at
     No. 28, Jing Xiu Street, Baoding, Hebei, and its mailing address at No.
     2222, West Tian Wei Road, Baoding, Hebei; Tel: 0312-3308511; Fax:
     0312-3230382.

(2)  YINGLI GREEN ENERGY HOLDING COMPANY LIMITED ("PARTY B"), a legal person
     duly established and validly existing under the laws of the Cayman Islands
     and having its legal address at Century Yard, Cricket Square, Hutchins
     Drive, PO Box 2681 GT, George Town Cayman, British West Indies, with its
     correspondence address at No. 3055, Middle Fuxing Road, National High-tech
     Zone, Baoding, Hebei, PRC.

(Party A and Party B are hereinafter collectively referred to as the "PARTIES"
and individually, a "PARTY".)

WHEREAS, as required by the expansion of its business capacity, Baoding Tianwei
Yingli New Energy Resources Co., Ltd. (the "JV COMPANY") proposes to increase
its registered capital;

WHEREAS, Party B will enter into a Term Loan Agreement ("LOAN AGREEMENT") with
the JV Company pursuant to which Party B will extend a loan to the JV Company at
the amount of USD seventy eight million four hundred thousand (US$78,400,000)
and with a term of eighteen months;

In accordance with the Law of the People's Republic of China on Sino-Foreign
Equity Joint Venture Enterprises and other relevant PRC laws and regulations,
adhering to the principles of equality and mutual benefit and through friendly
consultations, the Parties hereby amend the Joint Venture Contract, the
Supplemental Contract to the Joint Venture Contract, and the Supplemental
Contract No.2 to the Joint Venture Contract (collectively, the "JV CONTRACT")
signed by the Parties on August 25, 2006, October 10, 2006, and November 13,
2006, respectively, to reflect the change of the registered capital.



Unless otherwise defined or specified herein, the terms used in this Contract
shall have the same meanings as ascribed to them under the JV Contract.

I.   Section 5 of the JV Contract is hereby amended as follows:

5.1  TOTAL INVESTMENT

     The amount of the total investment of the JV Company is four billion
     seventy-five million eight hundred thousand Renminbi (RMB4,075,800,000).

5.2  REGISTERED CAPITAL

     The amount of the registered capital of the JV Company is one billion six
     hundred and twenty four million three hundred and eighty thousand Renminbi
     (RMB1,624,380,000).

5.3  CONTRIBUTIONS TO REGISTERED CAPITAL

     Of the total amount of the registered capital, the subscribed amount and
     percentage (the "CONTRIBUTION PERCENTAGE") of capital contribution of each
     Party are as follows:

     (i)  Party A subscribes for forty-nine million Renminbi (RMB49,000,000),
          corresponding to 29.89% of the equity interest in the JV Company.

     (j)  Party B subscribes for one billion five hundred and seventy-five
          million three hundred and eighty thousand Renminbi (RMB1,575,380,000)
          in equivalent U.S. Dollars, corresponding to 70.11% of the equity
          interest in the JV Company.

     The Parties have contributed seven hundred and fifteen million seven
     hundred and eighty thousand Renminbi (RMB715,780,000) to the registered
     capital and the remaining registered capital of nine hundred and eight
     million six hundred thousand Renminbi (RMB908,600,000) shall be contributed
     by Party B.

     Both Parties agree that Party B shall contribute to the JV Company nine
     hundred and eight million six hundred thousand Renminbi in equivalent US
     dollars (the "CAPITAL CONTRIBUTION") within thirty (30) days after the
     approval of this Contract by the Approval Authority. Both Parties further
     agree that, after the approval is obtained from the foreign exchange
     administrative authority, all of the loan principal and its accrued
     interests (if any) provided by Party B for the JV Company under the Loan
     Agreement shall be converted in equivalent amount into the registered
     capital of the


- -2-



     JV Company contributed by Party B, and shall be deemed as part of Party B's
     Capital Contribution.

     As agreed upon by both Parties, if Party B fails to complete its initial
     pubic offering and list its shares on a Qualified Stock Exchange, the
     Parties shall re-negotiate the percentages of equity interest they hold in
     the JV Company.

II.  Section 8.1.1 of the JV Contract is hereby amended as follows:

8.1.1 The Board of Director shall consist of nine (9) directors, of whom three
     (3) shall be appointed by Party A and six (6) shall be appointed by Party
     B, the Parties shall notify the Board promptly if any of their appointed
     directors are being dismissed or changed.

III. All other articles and sections of the JV Contract shall remain unchanged.

IV.  This Contract shall be executed in four (4) originals, and shall be after
     they are signed by authorized representatives of both Parties and approved
     by the Approval Authority.

                    [SPACE BELOW IS INTENTIONALLY LEFT BLANK]


- -3-



IN WITNESS WHEREOF each of the parties hereto has caused this Contract to be
executed by its duly authorised representative on December 18, 2006.

BAODING TIANWEI BAOBIAN ELECRTIC CO., LTD


/s/ Qiang Ding
- -------------------------------------------
Name: Qiang Ding
Title: Chairman
Nationality: Chinese


YINGLI GREEN ENERGY HOLDING COMPANY LIMITED


/s/ Liansheng Miao
- -------------------------------------------
Name: Liansheng Miao
Title: Chairman and Chief Executive Officer
Nationality: Chinese


- -4-

EX-10.4

                                                                    EXHIBIT 10.4

                                 SALES CONTRACT

                                                  Contract No.: YL-Sunline 06/07
                                                         Date: November.28, 2006

     The Seller: Baoding Tianwei Yingli New Energy Resources Co., Ltd

                 No.11, Huaxian Road, Baoding City, China
                 Tel: +86-312-8929801
                 Fax: +86-312-3151881

     The Buyer:  Sunline AG

                 Hans-Vogel-Stasse 22, D-90765 Fuerth, Germany
                 Tel: +49-911-79101914
                 Fax: +49-911-79101917

The undersigned Seller and Buyer agreed to close the following transactions
according to the terms and conditions stipulated below:

1. Description of Goods:



   Commodity and Specification       Total Quantity     Unit Price & Terms         Amount
   ---------------------------     ------------------   ------------------   ------------------
                                                                    
Crystalline Silicon Solar Panels       30 MW            FOB Xingang, China   USD 111,000,000.00
165WP, 170WP, 175WP, 180WP
Cable and Connector                                        USD 3.70/Wp
Demension: 1310mmX990mm
                                   ------------------
Total Amount:                      USD 111,000,000.00
                                   ==================


Delivery Schedule:



      TIME        QUANTITY
      ----        --------
               
January, 2007        2Mwp
February, 2007       1Mwp
March, 2007          2Mwp
April, 2007          3Mwp
May, 2007            3Mwp
June, 2007           4Mwp
July, 2007           5Mwp
August, 2007         5Mwp
September, 2007      5Mwp
TOTAL               30MWP


2. Payment

For the payment terms of this sales contract, it should be subject to clause
5.(2).

3. PORT OF LOADING : XINGANG, China

4. DESTINATION: Port of destination, Europe



5. GENERAL TERMS:

(1) The Seller agrees to supply and the Buyer agrees to purchase the contracted
volume of 30Mwp in 2007.

(2) Based on the contract, the parities should sign individual supply contract
for each project. The delivery schedule and payment term should be specified in
each individual contract.

(3) The conversion efficiency indicated in the contract or in the attached data
sheet of module means typical efficiency after lamination with Power tolerance
of +/-5%, for which no claims will be asked for.

(4) Buyers are to assume full responsibilities for any consequences arising
from; a) late submission of specifications or any other details necessary for
the execution of this Sales confirmation; b) late payment

(5) The Seller shall not be held liable for failure or delay in delivery of the
entire lot or a portion of the goods under this Sales Confirmation in
consequence of any Force Majeure incidents.

(6) In case of quality discrepancy, claim should be filed by the Buyer within 30
days after the arrival of the goods at port of destination. While for quantity
discrepancy, claim should be filed by the Buyer within 15 days after the arrival
of the goods at port of destination. It is understood that the Seller shall not
be liable for any discrepancy of the goods shipped due to causes for which the
Insurance Company, Shipping Company, other transportation organizations and /or
Post Office are liable.

(7) The Seller warrants its Photovoltaic modules (" PV-modules") to be free from
defects in materials and workmanship under normal application, installation, use
and service conditions. If the PV-modules fail to conform to this warranty, then
for a period ending twenty-four months from date of sale to the original
end-customer, The seller at its option, either repair or replacement or refund ,
or refund the purchase price as paid by the Customer (" purchase price ").
Baoding Tianwei YingLi guarantee output power of PV module is more than 90% of
the minimum Peak Power within 10 years and more than 80% in 25 years, if can't
reach the warranty data, Baoding Tianwei YingLi will replace such loss in power
either by replacing the defective PV modules or by refunding the Purchase Price
(details is shown in the warranty term).

(8) All disputes arising from the execution of or in connection with this
contract, shall be settled through friendly negotiation. In case no settlement
can be reached through negotiation, the case shall then be be finally settled
under the Rules of Arbitration of the International Chamber of Commerce by one
or more arbitrators appointed in accordance with the said Rules. The arbitration
should be final and binding upon both parties.

6. This Sales Confirmation is made in two original copies, one copy to be held
by each Party in witness thereof.

7. This contract will come to effective after receiving the confirmation of the
Board of Directors of Sunline AG.


The seller: /s/ Zhiheng Zhao            The buyer: /s/ W. Driud
            -------------------------              -----------------------------
Baoding Tianwei Yingli New Energy       Sunline AG
Resources Co., Ltd

EX-10.5

                                                                    EXHIBIT 10.5

                                                           [ENGLISH TRANSLATION]

                       LOAN CONTRACT FOR CONSIGNMENT LOAN

                           Agricultural Bank of China



                       LOAN CONTRACT FOR CONSIGNMENT LOAN

                             (Sanfeng Branch) Nong Yin Wei Jie Zi (2006) No. 001

     Borrower (full name): Baoding Tianwei Yingli New Energy Resources Co., Ltd.
     Lender (full name): Agricultural Bank of China, Baoding Sanfeng Branch

     The Lender, under consignment of consignor Baoding Yingli Group Co., Ltd.
(full name), in accordance with Consignment Contract for Consignment Loan in No.
(Sanfeng Branch) Nong Yin Wei Tuo Zi (2006) No. 001 and Consignment Loan Notice
in No. (Sanfeng Branch) Nong Yin Wei Tong Zi (2006) No. 001, extends a
consignment loan to the Borrower. In accordance with relevant laws and
regulations of the State, upon discussion, both parties agree to enter into this
Contract:

     Article 1 the Lender extends a consignment loan to the Borrower as follows:

     1. Amount of the Loan: (Currency Unit and Amount be in words): Renminbi one
hundred and twenty five million.

     2. Usage of the Loan: to purchase original materials.

     3. Calculation and Payment of Interests: the annual interest rate is 5.58%.
Interest shall be counted from on the date when the Lender transfers the Loan
and shall be paid on (month/quarter) basis. The interest shall be paid as the
principal is repaid. With respect to adjustment of interest rate, after
discussion between the Lender and the Consignor, the Consigner may notify the
Borrower in writing to go through procedures for interest rate adjustment.

     4. Duration of the Loan: from September 30, 2006 to March 30, 2007, 6
months in total.

     5. In case that the amount, date of lending or date of repaying of the loan
under this Contract is inconsistent with loan certificate, the latter shall
prevail. The loan certificate is a part of this Contract.

     Article 2 The Borrower shall open a general saving account with the Lender
for usage, repayment and interest payment relevant to the loan under this
Contract. The principal and interest to be collected by the Lender as provided
by this Contract or in advance may be deducted and collected directly from such
account.

     Article 3 The Borrower shall repay the principal with interest in
accordance with agreed schedule.

     Article 4 The Loan under this Contract is secured by a guarantor acceptable
to the Consigner and the type of security is credit guarantee. The Guarantee
Contract is executed separately. In case of mortgage or pledge, the Borrower
shall go through legal procedures like registration and/or


                                        1



insurance and such security or insurance shall continue to be valid, otherwise
the Lender shall be entitled to refuse to transfer the Loan under this Contract.

     Article 5 Within duration of this Contract, the Lender shall have the right
to check the use of the loan and the Borrower shall, upon request by the Lender,
provide to the Lender its financial statement or other relevant materials.

     Article 6 Expenses for attorney service fee, insurance, transportation,
appraisal, registration, custodian, certification or notarization relevant to
this Contract and security hereunder shall be born by the Borrower.

     Article 7 After this Contract comes into effect, unless agreed otherwise,
any party that needs to amend or terminate this Contract shall obtain written
consent by the Consigner. Both parties shall achieve agreement by discussion.

     Article 8 Breach of Contract

     1. In case that the Borrower fails to use the loan as provided by this
Contract, fund risk caused shall be born by the Borrower. Meanwhile, the Lender
shall be entitled to stop provision of loan, collect in advance part or all
provided amount and charge a penalty interest rate of thirty percents of the
interest rate agreed in this Contract towards the part used in breach until the
principal and interest are repaid.

     2. To make earlier repayment, the Borrower shall obtain written consent by
the Consigner.

     3. In case that the Borrower fails to repay the principal within the period
agreed in this Contract, the Lender may charge a penalty interest rate of fifty
percents of the interest rate agreed in this Contract towards the part in delay
until the principal and interest are repaid.

     4. Within duration of the loan, in case that the Borrower or the guarantor
fails to repay the principal and interest on time or cannot provide other
security acceptable to the Consignor, the Lender shall be entitled to terminate
this Contract upon request of the Consigner and collect the loan.

     5. The Lender may charge a compound interest upon unpaid interest unpaid by
the Borrower in accordance with requirements of People's Bank of China.

     Article 9 Miscellaneous

     [INFORMATION MISSING IN THE ORIGINAL DOCUMENT]

     Article 10 Settlement of Disputes

     Any dispute arising in implementation of this Contract may be settled
through discussion


                                        2



between the parties or by way of the first choice below:

     1.   litigation. Governed by people's court for the place of the
          defendant's domicile;

     2.   arbitration. Submitted to arbitration by _____________________________
          (full name of arbitration institution) in accordance with its
          arbitration rules.

     During the litigation or arbitration, provisions of this Contract that are
not in dispute shall be implemented.

     Article 11 This Contract shall come into effect on the date when both
parties sign or stamp hereon.

     Article 12 This Contract is executed with three original copies, each of
which is held by the Borrower, the Lender and the Consigner respectively. Three
copies shall have the same effect.

     Article 13 Suggestion

     The Lender has suggested the Borrower pay attention to full and proper
understanding of printed provisions of this Contract and has made explanation
upon request of the Borrower. The parties executing this Contract have
consistent understanding regard the meaning of this Contract.


                                        3



Baoding Tianwei Yingli New Energy Resources Co., Ltd.
(Corporate Seal)

Legal Representative or authorized representative:


/s/ Zhao Mingji
- -------------------------------------


Agricultural Bank of China Baoding Sanfeng Branch
(Corporate Seal)

Responsible person or authorized representative:


/s/ Zhao Sijun
- -------------------------------------

Date of execution: September 25, 2006
Place of execution: Sanfeng Branch

     The Consigner hereby testifies: it has received this Loan Contract for
Consignment Loan and has no disagreement to any provision.

Signature or seal of the Consigner:

Baoding Yingli Group Co., Ltd.
(Corporate Seal)

Legal Representative or authorized representative:


/s/ Miao Liansheng
- ------------------------------------

(Seal)

                                        4

EX-10.6

                                                                    EXHIBIT 10.6

                                                           [English Translation]

Bank of Communications

                                                              No: Baoezi 405/208

                        MAXIMUM AMOUNT GUARANTEE CONTRACT

 (Apply to loans and trade financing contracts in which the guarantor is legal
                         entity or other organization)



                                                              No: Baoezi 405/208

                        MAXIMUM AMOUNT GUARANTEE CONTRACT

                                Important Notice

   Guarantor please read this contract carefully, especially provisions with
     In case of any uncertainty, please ask the creditor for clarification.

Guarantor: Baoding Tianwei Baobian Electric Co., Ltd.

Legal Representative (responsible person): Ding Qiang

Registered Address: No. 28 Jingxiu Street, Baoding National High-tech Technology
Industry Development District

Mail Address: No. 28 Jingxiu Street, Baoding National High-tech Technology
Industry Development District

Creditor: Bank of Communications, Shijiazhuang Branch

Responsible person: Wu Chunjie

Mail Address: No. 22 Ziqiang Road, Shijiazhuang

     Whereas: Baoding Tianwei Yingli New Energy Resource Co., Ltd. (hereinafter
referred to as the "Debtor") and the Creditor have entered into a Maximum Amount
Loan Contract No. Daiezi 405/208 (hereinafter the "Principal Contract"), and the
Guarantor is willing to provide maximum amount guarantee for the fulfillment of
credit claims continuously arising from December 20, 2005 to December 20, 2006
(the "Credit Extension Period") under the Principal Contract.

     To clarify rights and obligations of both parties, upon discussion, the
Guarantor and the Creditor hereby agree to enter into this Contract.

Article 1 Principal Credit Claims

     1.1 The principal credit claims secured by the Guarantor are credit claims
arising during the Credit Extension Period under the Principal Contract,
including various loans, import bill advance, export bill advance, export
collection financing, export check financing or pack loans extent by the
Creditor to the Debtor in accordance with the Principal Contract.

     For credit claim arising during the credit extension period, the Creditor
and the Debtor may


                                       1



achieve agreement upon currency, amount, interest rate and debt performance time
limit of corresponding principal in Credit Use Application under the Principal
Contract.

     1.2 The maximum amount of credit claims secured by the guarantee is
(currency and amount in words) Renminbi Fifty Million.

     1.3 The credit claims secured under this Contract will be determined on the
expiry date of the Credit Extension Period. In case that the Creditor
discontinues credit extension according to the Principal Contract, the date
discontinuing credit extension is the expiry date of the Credit Extension
Period.

     The principal credit claims arising before the expiry date of the Credit
Extension Period (including such date) and interest thereof until the Guarantor
bears its liability (including compound interest, delay and appropriation
interest), litigation fee (arbitration fee) occurred to the Creditor in
enforcement of credit claims, lawyer fee, notice expense, acceleration fee and
other relevant expenses are all in the scope of guarantee under this Contract.

Article 2 Guarantee liability

     2.1 The guarantee under this Contract is joint-liability guarantee.

     2.2 The scope of guarantee includes principal and interest, compound
interest, penalty interest, liquidated damage, compensation for damage and
expenses for enforcement of credit claims under the Principal Contract. The
expenses caused in enforcement of credit claims includes but not limited expense
to press for payment, litigation fee (or arbitration fee), conservation fee,
publication fee, enforcement fee, lawyer fee, travel expense and other expenses.

     2.3 The guarantee period shall be counted separately based on debt paying
deadline agreed in each Credit Use Application under the Principal Contract. The
guarantee period under each Credit Use Application shall commence from the date
when the debt paying deadline agreed in such Credit Use Application expires
until two years after the debt paying deadline agreed in the last Credit Use
Application under the Principal Contract expires. .

     If any Credit Use Application under the Principal Contract provides that
the Debtor may pay its debt by installments, the guarantee period of such debt
shall commence from the date when each installment's debt paying deadline
expires until two years after the date when the last installment's debt paying
deadline expires.

     The date of maturity of the debt under issuance of bank acceptance, letter
of credit or security bond shall be the date when the creditor makes advance
disbursement.

     If the Creditor declares earlier expiry of all debt under the Principal
Contract, such earlier expiry date declared shall be the date when the debt
paying deadline expiries.

     2.4 In accordance with provisions of Article five of Security Law of
People's Republic of China, both parties of this Contract specifically agree
that: the effect of this Contract shall be independent from that of the
Principal Contract; the nullification of the Principal Contract or relevant
provisions thereof may not affect the effect of this Contract. The Guarantor
shall bear joint liability for returning liability or compensation liability to
be born by the Debtor after the Principal Contract is invalid.


                                       2



Article 3 Representation and Warranty of the Guarantor

     3.1 The Guarantor is an independent civil entity organized in accordance
with law and existing legally, has all necessary capability to civil right and
may perform obligations under this Contract in its own name and bear civil
liability.

     3.2 Execution and implementation of this Contract is out of real intent of
the Guarantor and has all required consent, approval and authorization without
any legal defect.

     3.3 All documents, materials and information provided by the Guarantor to
the Creditor during execution and implementation of this Contract are true,
proper, complete and valid.

Article 4 Obligation of the Guarantor

     4.1 If the Debtor fails to timely and fully repay the principal and
interest of loan, import bill advance, export bill advance, export check
financing or pack loan under any Credit Use Application, the Guarantor shall
unconditionally and immediately pay to the Creditor all mature and payable
amounts of the Debtor.

     4.2 The Guarantor shall cooperate with the Creditor to supervise and
inspect its operation and financial condition, provide all financial statements,
other materials and information required by the Creditor on a timely basis and
warrant all documents, materials and information provided to be true, complete
and proper..

     4.3 To take any of the following action, the Guarantor shall notify the
Creditor in writing at least thirty days in advance and shall not take such
action until the credit claims under the Principal Contract have been satisfied
or unless agreed by the Creditor in writing:

     a. to sell, donate, lease, lend, move, mortgage, pledge or otherwise
dispose substantial assets or all or most of assets;

     b. to make material change to its operation structure or property
organization, including but not limited to construction contract, lease,
corporation restructure, joint stock cooperative system restructure, sale of
enterprise, merger (acquisition), co-investment (cooperation), split-up,
establishment of subsidiaries, transfer of property and decrease of registered
capital.

     4.4 In case that any of the following event occurs or may occur, the
Guarantor shall notify the Creditor within seven days:

     a. the amendment of articles of association, change of name, legal
representative, registered address, mail address, business scope or other
registered matters, decision that has material effect on finance or human
resource;

     b. the plan to apply for bankruptcy or the possibility or the fact on the
part of the creditors to apply for its bankruptcy;

     c. involvement in great litigation or property conservation or other
judicial force enforcement upon its major assets;

     d. extension guarantee to any third party which thereby has material
negative effect on its financial condition or its ability to perform its
obligation under this Contract;


                                       3



     e. execution of contracts that have material effect on its operation and
financial condition;

     f. cease of production, cease of business, dissolution, suspension of
business for rectification, forced dissolution or revocation of business
license;

     g. involvement of legal representative (responsible person) or major
officer in illegal activities; or

     h. occurrence of serious difficulty in operation or financial condition, or
other matters that have negative effect on the Guarantor's normal operation,
financial condition or liquidity.

     4.5 Before the Debtor repay to the Creditor all debts under the Principal
Contract, the Guarantor may not exercise its right to recourse arising under
this Contract against the Debtor or other guarantors.

Article 5 Agreement about debit

     5.1 The Guarantor authorizes the Creditor to debit against any of its
accounts with Bank of Communications certain amount to repay for its mature debt
payable.

     5.2 After such debit, the Creditor shall notify the Guarantor the account
involved, serial number of the principal contract, serial number of Credit Use
Application, contract number the amount debited and the balance of the debt.

     5.3 If the debited amount is not sufficient to offset all debt of the
Guarantor, such debited amount shall be used to offset unpaid expense. If the
payment of principal and interest has been delayed for less than 90 days, the
balance after offsetting expenses shall be firstly used to offset unpaid
interest or penalty interest, compound interest and then be used to offset
un-repaid mature principal; if the payment of principal and interest has been
delayed for more than 90 days, the balance after offsetting expenses shall be
firstly used to offset un-repaid mature principal and then be used to offset
unpaid interest or penalty interest, compound interest.

     5.4 In case that the currency of debited amount is different from that of
the debt to be repaid, such amount shall be converted into the debt to be repaid
on the basis exchange rate announced by the Bank of Communications on debit
date.

Article 6 Settlement of Disputes

     Any dispute under this Contract shall be settled in the first way of the
following. During such dispute, each party shall continue to implement
provisions that are not involved in dispute.

     a.   to go to court for the place of the Creditor's domicile that has
          jurisdiction;

     b.   to apply for arbitration of ____________ arbitration commission in
          accordance then valid arbitration rules of such commission whose
          decision shall be final and binding on both parties.

Article 7 Miscellaneous

     7.1 If the Guarantor has any action to avoid supervision of the Creditor,
delay in performance of guarantee obligation or refuse to repay in bad faith,
the Creditor shall have the right to report such action to relevant authorities
and make it public on news media.


                                       4



     7.2 The Guarantor has read the Principal Contract carefully and has
confirmed all provisions thereof.

     7.3 This Contract has come into effect upon signature (or stamp) by legal
representative (responsible person) or authorized representative of both parties
and affixed with official chops.

     7.4 This Contract is executed with four originals. Each of the Guarantor,
Creditor and Debtor keeps one copy respectively.

Article 8 Other matters agreed

(No content below)


                                       5



The Guarantor has read all above provisions and the Creditor has made
corresponding explanation upon request by the Guarantor. The Guarantor has not
disagreement upon above contents.

Guarantor (official chop): Baoding Tianwei Baobian Electric Co., Ltd.

Legal representative (responsible person) or authorized representative:


/s/ Jing Chongyou
- ------------------------------------
(signature or stamp)

Dated: December 20, 2005


Creditor (chop): Bank of Communications, Shijiazhuang Branch

Responsible person or authorized representative :


/s/ Wu Chunjie
- ------------------------------------
(signature or stamp)

Dated: December 20, 2005


                                       6

EX-10.7

                                                                    EXHIBIT 10.7

                                                           [ENGLISH TRANSLATION]

                                                            No: Daibaozi 4070202

                               GUARANTEE CONTRACT

               (For legal entity or other organization guarantor)

                             Bank of Communications



                                                            No: Daibaozi 4070202

                               GUARANTEE CONTRACT

                                Important Notice

  Guarantor please read this contract carefully, especially provisions with In
      case of any uncertainty, please ask the creditor for clarification.

Guarantor: Baoding Tianwei Baobian Electric Co., Ltd.

Legal Representative (responsible person): Ding Qiang

Registered Address: No. 28 Jingxiu Street, Baoding National High-tech Technology
Industry Development District

Mail Address: No. 28 Jingxiu Street, Baoding National High-tech Technology
Industry Development District

Creditor: Bank of Communications, Shijiazhuang Branch

Responsible person: Wu Chunjie

Mail Address: No. 22 Ziqiang Road, Shijiazhuang

     Whereas: Baoding Tianwei Yingli New Energy Resource Co., Ltd. (hereinafter
referred to as the "Debtor") and the Creditor have entered into a Loan Contract
with No. Daizi 4070202 (hereinafter the "Principal Contract"), and the Guarantor
is willing to guarantee for the fulfillment of credit under the Principal
Contract.

     To clarify rights and obligations of both parties, upon discussion, the
Guarantor and the Creditor hereby agree to enter into this Contract.

ARTICLE 1 SECURED CREDIT CLAIM

     The credit claim secured by the Guarantor is the principal in the Principal
Contract: Currency Renminbi (amount in character) fifty million yuan; interest
rate: 6.12%; expiry date: January 25, 2008.

ARTICLE 2 GUARANTEE LIABILITY

     2.1 Guarantee under this Contract is joint-liability guarantee.

     2.2 The scope of guarantee includes principal and interest thereof,
compound interest, penalty interest, liquidated damage, compensation for damage
and expenses for enforcement of credit right


                                       1



under the Principal Contract. The expenses caused in enforcement of credit right
includes but not limited expense to press for payment, litigation fee (or
arbitration fee), conservation fee, publication fee, enforcement fee, lawyer
fee, travel expense and other expenses.

     2.3 The guarantee period is two years from the date when the debt is
mature.

     If the Principal Contract provides that the Debtor may pay its debt by
installments, the guarantee period shall commence from the date when each
installment's debt paying deadline expires until two years after the date when
the last installment's debt paying deadline expires.

     The date of maturity of the debt under issuance of bank acceptance, letter
of credit or security bond shall be the date when the creditor makes advance
disbursement.

     If the Creditor declares earlier expiry of all debt under the Principal
Contract, such earlier expiry date declared shall be the date when the debt
paying deadline expiries.

     2.4 In accordance with provisions of Article five of Security Law of
People's Republic of China, both parties of this Contract specifically agree
that: the effect of this Contract shall be independent from that of the
Principal Contract; the nullification of the Principal Contract or relevant
provisions thereof may not affect the effect of this Contract. The Guarantor
shall bear joint liability for returning liability or compensation liability to
be born by the Debtor after the Principal Contract is invalid.

     ARTICLE 3 REPRESENTATION AND WARRANTY OF THE GUARANTOR

     3.1 The Guarantor is an independent civil entity organized in accordance
with law and existing legally, has all necessary capability and may perform
obligations under this Contract in its own name and bear civil liability.

     3.2 Execution and implementation of this Contract is out of real intent of
the Guarantor and has all required consent, approval and authorization without
any legal defect.

     3.3 All documents, materials and information provided by the Guarantor to
the Creditor during execution and implementation of this Contract are true,
proper, complete and valid.

     ARTICLE 4 OBLIGATION OF THE GUARANTOR

     4.1 In any of the following events on the part of the Debtor, the Guarantor
shall unconditionally and immediately pay to the Creditor all mature and payable
amounts of the Debtor:

     a. failure to timely and fully repay the loan or financing principal and
interest thereof under various loans or import bill advance, export bill
advance, export collection financing, pack loans and other trade financing
businesses;

     b. failure to timely and fully repay the advance disbursement of the
Creditor under issuance of letter of credit, bank acceptance or security bond.

     4.2 The Guarantor shall cooperate with the Creditor to supervise and
inspect its operation and financial condition, provide all financial statements,
other materials and information required by the Creditor on a timely basis and
warrant all documents, materials and information provided to be true, complete
and proper..


                                       2



     4.3 To take any of the following action, the Guarantor shall notify the
Creditor in writing at least thirty days in advance and shall not take such
action until the credit claims under the Principal Contract have been repaid or
unless agreed by the Creditor in writing:

     a. to sell, donate, lease, lend, move, mortgage, pledge or otherwise
dispose substantial assets or all or part of assets;

     b. to make material change to its operation structure or property
organization, including but not limited to conduct contract, lease, corporation
restructure, joint stock cooperative system restructure, sale of enterprise,
merger (acquisition), co-investment (cooperation), split-up, establishment of
subsidiaries, transfer of property and decrease of registered capital.

     4.4 In case that any of the following event occurs or may occur, the
Guarantor shall notify the Creditor in seven days:

     a. the amendment of articles of association, change of name, legal
representative, registered address, mail address, business scope or other
registered matters, decision that has material effect on finance or human
resource;

     b. the plan to apply for bankruptcy or the possibility or the fact on the
part of the creditors to apply for its bankruptcy;

     c. involvement in great litigation or property conservation or other
judicial force enforcement upon its major assets;

     d. extension guarantee to any third party which thereby has material
negative effect on its financial condition or its ability to perform its
obligation under this Contract;

     e. execution of contracts that have material effect on its operation and
financial condition;

     f. cease of production, cease of business, dissolution, suspension of
business for rectification, forced dissolution or revocation of business
license;

     g. involvement of legal representative (responsible person) or major
officer in illegal activities; or

     h. occurrence of serious difficulty in operation or financial condition, or
other matters that have negative effect on the Guarantor's normal operation,
financial condition or liquidity.

     4.5 Before the Debtor repay to the Creditor all debts under the Principal
Contract, the Guarantor may not exercise its right to recourse arising under
this Contract against the Debtor or other guarantors.

     4.6 If the Creditor and the Debtor make amendment to the Principal
Contract, the Guarantor shall still have joint liability of guarantee. However,
In case of increase of contract amount, change of currency, increase of interest
rate without statute reasons or extension of repayment time limit without
written consent of the Guarantor, the Guarantor may bear liability of guarantee
in accordance with such amount, currency, interest rate and time limit as
provided by this Contract.

     ARTICLE 5 AGREEMENT ABOUT DEBIT

     5.1 The Guarantor authorizes the Creditor to debit from any of its accounts
with Bank of


                                       3



Communications certain amount to repay for its mature debt payable.

     5.2 After such debit, the Creditor shall notify the Guarantor account
involved, serial number of the principal contract, serial number of the
guarantee contract, the amount debited and the balance of the debt.

     5.3 If the debited amount is not sufficient to offset all debt of the
Guarantor, such debited amount shall be used in accordance with the following
agreement after offsetting expenses unpaid: a. under loan or import bill
advance, export bill advance, export collection financing, export check
financing, pack loans and other trade financing businesses, if payment of
principal and interest has been delayed for less than 90 days, the balance after
offsetting expenses shall be firstly used to offset unpaid interest or penalty
interest, compound interest and then be used to offset un-repaid principal; if
payment of principal and interest has been delayed for more than 90 days, the
balance after offsetting expenses shall be firstly used to offset un-repaid
principal and then be used to offset unpaid interest or penalty interest,
compound interest; b. under issuance of bank acceptance, letter of credit,
security bond or export factoring, the balance after offsetting expenses shall
be firstly used to offset un-repaid principal and then be used to offset unpaid
interest or penalty interest, compound interest.

     5.4 In case that the currency of debited amount is different from that of
the debt to be repaid, such amount shall be converted into the debt to be repaid
on the basis exchange rate announced by the Bank of Communication on debit date.

     Article 6 Settlement of Disputes

     Any dispute under this Contract shall be settled in the first way of the
following. During such dispute, each party shall continue to implement
provisions that are not involved in dispute.

     a. to go to court for the place of the Creditor's domicile that has
jurisdiction;

     b. to apply for arbitration of ____________ arbitration commission in
accordance then valid arbitration rules of such commission whose decision shall
be final and binding on both parties.

     ARTICLE 7 MISCELLANEOUS

     7.1 If the Guarantor has any action to avoid supervision of the Creditor,
delay in performance of guarantee obligation or refuse repay in bad faith, the
Creditor shall have the right to report such action to relevant authorities and
make it public on news media.

     7.2 The Guarantor has read the Principal Contract carefully and has
confirmed all provisions thereof.

     7.3 This Contract has been signed (or stamped) by legal representative
(responsible person) or authorized representative of the Guarantor and legal
representative (responsible person) or authorized representative of the Creditor
and attached with official chops and has come into effect.

     7.4 This Contract is executed with four originals. Each of the Guarantor,
Creditor and Debtor keeps one copy respectively.


                                       4



     ARTICLE 8 OTHER MATTERS AGREED

     When executing this Contract, the Borrower is not a shareholder or actual
controller as defined by the Company Law of the Guarantor.

The Guarantor has read all above provisions and the Creditor has made
corresponding explanation upon request by the Guarantor. The Guarantor has not
disagreement upon above contents.

Guarantor (official chop): Baoding Tianwei Baobian Electric Co., Ltd.


Legal representative (responsible person)
or authorized representative:                     /s/ Ding Qiang
                                                  ------------------------------
(signature or stamp)

Execution Date: February 6, 2007


Creditor (chop): Bank of Communications, Shijiazhuang Branch


Responsible person or authorized representative:  /s/ Shen Guodong
                                                 -------------------------------
(signature or stamp)

Execution Date: February 6, 2007


                                       5

EX-10.8

                                                                    EXHIBIT 10.8

                                                           [ENGLISH TRANSLATION]

                                               Contract No. (2005) Yinbao No. 42

                        MAXIMUM AMOUNT GUARANTEE CONTRACT

                            China CITIC Industry Bank



                        MAXIMUM AMOUNT GUARANTEE CONTRACT

GUARANTOR: Baoding Tianwei Baobian Electric Co., Ltd. (HEREINAFTER "PARTY A")

REGISTERED ADDRESS: Baoding

MAIL CODE: 071000

TEL: 3308517

FAX: 3308517

LEGAL REPRESENTATIVE: Ding Qiang

BANK AND ACCOUNT: CITIC

CREDITOR: CITIC Industry Bank, Shijiazhuang Branch (HEREINAFTER "PARTY B")

REGISTERED ADDRESS: No. 209 Xinhua East Road

MAIL CODE: 050000

TEL: 7884438

FAX: 7884436

LEGAL REPRESENTATIVE/ RESPONSIBLE PERSON: Chen Yanming

BANK AND ACCOUNT:

DEBTOR: Baoding Tianwei Yingli New Energy Resources Co., Ltd.

REGISTERED ADDRESS: No. 11 Fuxing Road, High-tech District, Baoding

MAIL CODE: 050000

TEL: 7921313

FAX: 3151881

LEGAL REPRESENTATIVE: Ding Qiang

BANK AND ACCOUNT: CITIC

PLACE EXECUTING THIS CONTRACT: Shijiazhuang City

DATE EXECUTING THIS CONTRACT: March 30, 2005


                                       1



     To ensure satisfaction of credit claims of Party B, Party A is willing to
provide maximum amount guarantee for a series of credit claims between Party B
and the Debtor. Therefore, in accordance with Contract Law, Security Law and
other relevant laws and regulations, upon equal discussion, Party A and Party B
enter into this Contract.

Article 1 Definition

     1.1  Maximum amount guarantee refers to the agreement between the Creditor
          and the Guarantor providing that the Guarantor provides guarantee to
          the Creditor for the Debtor's performance of its debts occurring
          continuously in certain period within a certain maximum amount. Such
          maximum amount refers to the total balance of debts (including
          contingent debts) owed by the Debtor to Party B.

Article 2 Principal Credit Claim Under Guarantee

     The principal credit claims under guarantee refer to a series of credit
claims arising from March 30, 2005 to September 30, 2005 due to credit extension
by Party B to the Debtor, the maximum amount of which is Renminbi (in words) one
hundred and fifty million yuan. If Party A performs its obligation of security
in accordance with this Contract, such maximum amount is deducted
correspondingly based on the amount paid.

     Within such period and in the extent of such maximum amount as agreed
above, the serial contracts, agreements and other legal documents entered into
between Party B and the Debtor that constitute the basis of creditor-debtor
relationship are the Principal Contracts of this Contract.

Article 3 Form of Guarantee

     Party A provides joint-liability guarantee. In case that the Debtor fails
to pay any or part of its debts upon expiry of the performance period of a
single debt under the Principal Contracts, Party B shall have the right to
directly require Party A to bear guarantee liability.

     When the Debtor fails to pay its debt in accordance with the Principal
Contracts, whether or not Party B enjoys any other security (including but to
limited to guarantee, mortgage, pledge, guarantee letter, stand-by letter of
credit or other security form) for its credit claims under the Principal
Contracts, Party B shall have the right to directly require Party B to bear
guarantee liability in the extent of its guarantee.

Article 4 Guarantee Period


                                       2



     1.   The period of the guarantee provided by Party A is two years, that is,
          two years from the date when the debt performance time limit agreed in
          specific business contract expires. The guarantee period under each
          specific business contract shall be counted separately.

     2.   If the debt becomes mature earlier according to laws and regulations
          or the Principal Contracts or by agreement between the parties of the
          Principal Contracts, such earlier expiry date is the date when the
          performance time limit expires.

Article 5 Scope of Guarantee

     The scope of this guarantee includes principal, interest, penalty interest,
compound interest, liquidated damage, compensation for damage and expenses for
enforcement of credit claim (including but not limited to litigation fee, lawyer
fee, travel expense) under the Principal Contracts.

ARTICLE 6 STATEMENT AND WARRANTY OF PARTY A

     1.   Party A is a legal person or other organization established in
          accordance with laws, has the capacity for civil rights and capacity
          for civil conduct necessary for execution and implementation of this
          Contract and can bear civil liability independently.

     2.   Party A is voluntary to provide security for the Debtor of the
          Principal Contracts. All of its intent expression under this Contract
          is real.

     3.   All documents, statements and representation provided by Party A
          relevant to loans under the Principal Contracts are legal, true,
          proper and complete. Other than information that has been disclosed to
          Party B in writing, there is not any other material indebtedness
          (including contingent indebtedness), breach of contract, litigation,
          arbitration or other material matter affecting its asset that may
          affect implementation of this Contract on the part of Party A is not
          disclosed to Party B.

ARTICLE 7 RIGHTS AND OBLIGATIONS OF PARTY A

     1.   Party A shall furnish Party B with true and valid legal documents that
          can prove its legal position.

     2.   Within duration of this Contract, in case of change in registered
          address, name, telephone number or fax, Party A shall notify Party B
          such change in writing in seven calendar days after change.

     3.   Party B shall periodically or at any time upon request by Party B
          provide to


                                       3



          Party B with statements and other documents that truly reflect its
          overall financial condition.

     4.   In duration of this Contract, if there occurs, on the part of Party A,
          among other things, share transfer, restructure, merger, split-up,
          joint stock system restructure, co-investment, cooperation,
          cooperative operation, contracting, lease, change of business scope
          and registered capital, transfer of material asset that may or is
          sufficient to affect its ability of security, Party A shall notify
          Party B in writing thirty calendar days in advance.

     5.   If there occurs, on the part of Party A, discontinuance of business,
          suspension of business, being announced to be in bankruptcy,
          dissolution, revocation of business license, forced dissolution,
          worsening of financial condition or involvement in material economic
          disputes, Party A shall notify Party B in seven calendar days from the
          date of occurrence of forgoing.

     6.   In duration of this Contract, the extension of any form of security by
          Party A to any third party shall not damage Party B's interests.

     7.   In duration of this Contract, in case of any event under item four or
          five of this Article, Party A warrants to make appropriate arrangement
          for all guarantee liability under this Contract.

     8.   In case that Party B requires Party A to bear guarantee liability
          because the Debtor fails to repay all or part of debts under the
          Principal Contracts in accordance agreement (including in the event of
          earlier maturity of debt under the Principal Contracts as agreed in
          the Principal Contracts), upon receipt of written notice from Party B,
          Party A shall immediately pay to Party B such amount in such way as
          notified and repay such debt under the Principal Contracts.

     9.   If Party A fails to perform its obligation in accordance with item
          eight of this Article, Party A authorizes Party B to directly debit
          against any account of Party A with Party B and/or exercise right to
          dispose upon Party A's property or property right legally occupied and
          managed by Party B to repay debt under the Principal Contracts.

     10.  Unless otherwise provided by this Contract, any amount paid to Party B
          by Party A in bearing its guarantee liability shall offset the
          following in such order as follows: a. the expense for enforcement of
          credit claims; b. damage compensation; c. liquidated damage; d.
          compound interest of the principal credit claim; e. delay penalty
          interest of the principal credit claim; f. interest of the principal
          credit claim; and g. principal of the principal credit claim.

     11.  In the guarantee period, Party B and the Debtor of the Principal
          Contracts may negotiate on amendment of relevant provisions of the
          Principal Contracts without consent of party A. But if such amendment
          of the Principal Contracts by Party B and the Debtor of the Principal
          Contracts apparently increases debt


                                       4



          of the Debtor, Party A's consent shall be obtained, otherwise Party B
          may not bear guarantee liability for the increased part on the Debtor
          of the Principal Contracts, provided that, if such increase of debt of
          the Debtor of the Principal Contracts is due to adjustment of interest
          rate by People's Bank of China, Party B shall bear joint guarantee
          liability for such indebtedness increased thereby.

ARTICLE 8 RIGHTS AND OBLIGATIONS OF PARTY B

     1.   To transfer all of its credit claims under the Principal Contracts to
          any third party, Party B shall notify Party A in fifty bank business
          days after executing the credit claim transfer contract in writing.

     2.   During implementation of this Contract, if the People's Bank of China
          adjusts loan interest rate and the interest rate under the Principal
          Contracts is adjusted correspondingly in accordance with rules of the
          People's Bank of China, such adjustment shall not be deemed to be
          amendment to the Principal Contracts and this Contract. Party B needs
          not to notify Party A and Party A shall continue to bear guarantee
          liability.

     3.   Party B needs not to notify Party A when executing specific business
          contracts with the Debtor with respect to specific credit extension
          business under the Principal Contracts.

     4.   If the Debtor of the Principal Contracts fails to pay all or part of
          its debt in accordance with the Principal Contracts (including in the
          event of earlier maturity of debt under the Principal Contracts as
          agreed in the Principal Contracts), Party B has the right to require
          Party A to bear guarantee liability in accordance with this Contract.

     5.   Party B shall keep materials, documents and information about Party A
          provided by Party A in confidentiality, other than those that shall be
          inquired or disclosed as required by laws and regulations.

ARTICLE 9 BREACH OF CONTRACT

     1.   After this Contract comes into effect, Party A and Party B shall
          perform its obligations agreed in this Contract. Any party that fails
          perform to or un-completely performs its obligation agreed in this
          Contract, shall bear corresponding liability for breach of contract
          and compensate the other party for its loss caused.

     2.   Party A shall compensate Party B for any loss caused by untrue,
          improper, un-complete or misleading statement and warranty in Article
          6 of this Contract.


                                       5



     3.   If this Contract becomes invalid due to default of Party A, Party A
          shall compensate Party B for all of its loss in the extent of the
          guarantee scope.

     4.   In duration of this Contract, in case of any of the following event,
          Party B shall have the right to announce that all of the Principal
          Contracts are mature and directly require Party B to bear guarantee
          liability.

          a.   that Party B is not repaid at expiry of performance time limit of
               any debt under the Principal Contracts;

          b.   that the Principal Contracts becomes mature earlier according to
               provisions thereof;

          c.   that Party A discontinues its business, suspends its business,
               applies for bankruptcy, is announced to be in bankruptcy, is
               dissolved, has its business license revoked or is forced to
               dissolved;

          d.   other events on the part of Party A that endanger or harm or may
               endanger or harm Party B's interests.

ARTICLE 10 ACCUMULATIVENESS OF RIGHTS

     1.   The rights of Party B under this Contract are accumulative and will
          not affect or exclude any other right of Party B against Party A in
          accordance with laws and other contracts. Unless expressed by Party B
          in writing, Party B's failure to exercise, partial exercise of and/or
          delay to exercise any of its rights shall not constitute waiver or
          partial waiver of such right and shall not affect, prevent or block
          Party B to contrite to exercise such right or any other rights.

     2.   The obligations and liabilities of Party A under this Contract are
          accumulative and shall not affect or exclude any other obligation and
          liability owed by Party A to Party B in accordance with laws and other
          contracts. Unless otherwise required by law compulsorily or agreed or
          recognized by Party B in writing, Party B shall not bear any liability
          for obligations and liabilities owed by Party A to any third party in
          accordance with laws or agreements.

ARTICLE 11 CONTINUITY OF OBLIGATIONS

     All obligations and joint liability of Party A under this Contract are of
continuity, completely binding on its inheritor, take-over person or
organization, assignee and the entity existing after merger, restructure or
change of name and shall not be affected by any dispute, compensation claim,
legal proceeding, any order from superior organization and any contract or
document entered into by and between the Debtor of the Principal Contract and
any natural person or legal person, shall not change due to bankruptcy of the
Debtor, inability to repay the debt, disqualification as an enterprise,
amendment of articles of association and occurrence of any substantial change.


                                       6



ARTICLE 12 NOTARIZATION AND VOLUNTEER ACCEPT OF FORCE ENFORCEMENT

     1.   If any party of this Contract requests notarization, this Contract
          shall be notarized by the notary authority provided by the State.

     2.   Party A agrees that Party B may apply to the notary authority with
          this Contract for issuance of notary certificate that has enforceable
          effect. In case that the Debtor fails to pay off amount under credit
          extension, interest and relevant expense within repayment time limit
          provided by this Contract, Party B may apply for force enforcement
          with people's court having jurisdiction with such notary certificate
          and Party A will waive all rights of defense and all rights to refuse
          to bear guarantee liability to Party B.

ARTICLE 13 FORCE MAJEURE

     If Party A is unable to perform its obligations in accordance with this
Contract due to force majeure event, Party A shall notify Party B in ten legal
business days from the date of occurrence of such force majeure event and
provide written certificate about such force majeure event issued by local
notary authority.

ARTICLE 14 OTHER AGREED MATTERS

ARTICLE 15 APPLICABLE LAW

     This Contract shall apply laws of People's Republic of China and is binding
no Party A and Party B.

ARTICLE 16 SETTLEMENT OF DISPUTES

     Any dispute arising due to this Contract or relevant to this Contract shall
be settled by discussion between Party A and Party B; in case of failure to
discuss, both parties agree that such dispute shall be settled in the second way
of the following:

     1.   to apply for arbitration by __________ arbitration commission;

     2.   to sue to people's court for the place of Party B's domicile.

     During litigation or arbitration, the provisions of this Contract that are
not involved in dispute shall continue to be implemented.

ARTICLE 17 EFFECT OF THIS CONTRACT


                                       7



     1.   This Contract is independent from the Principal Contracts. The
          invalidity of the Principal Contracts due to any reason shall not
          affect the effect of this Contract and this Contract shall continue to
          be valid. The joint guarantee liability of Party A under this Contract
          extends to include legal liability after invalidity of the Principal
          Contracts (including but to limited to returning and compensation
          liability).

     2.   If certain article or part of certain article of this Contract is or
          will be invalid, such article or such invalid part shall not affect
          the validity of this Contract and other articles of this Contract or
          other part of such article.

ARTICLE 18 EFFECTIVENESS, AMENDMENT AND TERMINATION OF CONTRACT

     1.   This Contract comes into effect upon signature or stamping (signature
          or stamping with name chop) and stamping with official chop or
          contract chop by legal representative or authorized representative of
          Party A and legal representative or authorized representative of Party
          B.

     2.   After this Contract comes into effect, unless otherwise agreed in this
          Contract, any party of Party A and Party B shall not amend or
          terminate this Contract without permission. The amendment or
          termination of this Contract shall be made upon discussion of Party A
          and Party B with written agreement.

ARTICLE 19 MISCELLANEOUS

     1.   With respect to matters that are not mentioned in this Contract, Party
          A and Party B may enter into separate written agreement as annex to
          this Contract. Any annex, amendment or supplement to this Contract
          shall constitute a party of this Contract and have the same legal
          effect as this Contract.

     2.   Any notice, request or other communication with respect to this
          Contract by Party B to Party A, including but not limited to tele-fax,
          telegraph or fax shall be deemed to be delivered to Party A upon
          transmission; mail letters shall be deemed to be delivered to Party A
          on third day of registered mail; in case of hand delivery, on the date
          when the recipient signs on the receipt.

     3.   This Contract is executed with three copies, each of which is kept by
          Party A and Party B separately. In case of notarization, the notary
          authority may keep one copy.


                                       8



     Party A: Baoding Tianwei Baobian Electric Co., Ltd. (Corporate Seal)


     Legal Representative: /s/ Ding Qiang
                           -----------------------
     (or authorized representative)

     Corporate seal


     Party B: CITIC Industry Bank, Shijiazhuang Branch (Corporate Seal)


     Legal Representative or responsible person: /s/ Chen Yanming
                                                 -----------------------
     (or authorized representative)

     Corporate seal


                                       9

EX-10.9

                                                                    EXHIBIT 10.9

                                                           [ENGLISH TRANSLATION]

                                               Contract No. (2005) Yinbao No. 10

                        MAXIMUM AMOUNT GUARANTEE CONTRACT

                            China CITIC Industry Bank



                        MAXIMUM AMOUNT GUARANTEE CONTRACT

GUARANTOR: Baoding Tianwei Baobian Electric Co., Ltd. (HEREINAFTER "PARTY A")

REGISTERED ADDRESS: No. 318 Tianwei West Road, Baoding

MAIL CODE: 071000

TEL: 0312-3308517

FAX: 0312-3308517

LEGAL REPRESENTATIVE: Ding Qiang

BANK AND ACCOUNT: Shijiazhuang Branch of CITIC

CREDITOR: CITIC Industry Bank, Shijiazhuang Branch (HEREINAFTER "PARTY B")

REGISTERED ADDRESS: No. 209 Xinhua East Road, Shijiazhuang

MAIL CODE: 050000

TEL: 87884438

FAX: 87884436

LEGAL REPRESENTATIVE/ RESPONSIBLE PERSON: Chen Yanming

BANK AND ACCOUNT:

DEBTOR: Baoding Tianwei Yingli New Energy Resources Co., Ltd.

REGISTERED ADDRESS: No. 11 Fuxing Road, High-tech District, Baoding

MAIL CODE: 050000

TEL: 0312-3100513

FAX: 0312-3151881

LEGAL REPRESENTATIVE: Ding Qiang

BANK AND ACCOUNT: Shijiazhuang Branch of CITIC

PLACE EXECUTING THIS CONTRACT: Shijiazhuang City

DATE EXECUTING THIS CONTRACT: August 11, 2005


                                        1



     To ensure satisfaction of credit claims of Party B, Party A is willing to
provide maximum amount guarantee for a series of credit claims between Party B
and the Debtor. Therefore, in accordance with Contract Law, Security Law and
other relevant laws and regulations, upon equal discussion, Party A and Party B
enter into this Contract.

ARTICLE 1 DEFINITION

     1.1  Maximum amount guarantee refers to the agreement between the Creditor
          and the Guarantor providing that the Guarantor provides guarantee to
          the Creditor for the Debtor's performance of its debts occurring
          continuously in certain period within a certain maximum amount. Such
          maximum amount refers to the total balance of debts (including
          contingent debts) owed by the Debtor to Party B.

ARTICLE 2 PRINCIPAL CREDIT CLAIM UNDER GUARANTEE

     The principal credit claims under guarantee refer to a series of credit
claims arising from August 11, 2005 to August 11, 2007 due to credit extension
by Party B to the Debtor, the maximum amount of which is Renminbi (in words) one
hundred and fifty million yuan. If Party A performs its obligation of security
in accordance with this Contract, such maximum amount is deducted
correspondingly based on the amount paid.

     Within such period and in the extent of such maximum amount as agreed
above, the serial contracts, agreements and other legal documents entered into
between Party B and the Debtor that constitute the basis of creditor-debtor
relationship are the Principal Contracts of this Contract.

ARTICLE 3 FORM OF GUARANTEE

     Party A provides joint-liability guarantee. In case that the Debtor fails
to pay any or part of its debts upon expiry of the performance period of a
single debt under the Principal Contracts, Party B shall have the right to
directly require Party A to bear guarantee liability.

     When the Debtor fails to pay its debt in accordance with the Principal
Contracts, whether or not Party B enjoys any other security (including but to
limited to guarantee, mortgage, pledge, guarantee letter, stand-by letter of
credit or other security form) for its credit claims under the Principal
Contracts, Party B shall have the right to directly require Party B to bear
guarantee liability in the extent of its guarantee.

ARTICLE 4 GUARANTEE PERIOD


                                        2



     1.   The period of the guarantee provided by Party A is two years, that is,
          two years from the date when the debt performance time limit agreed in
          specific business contract expires. The guarantee period under each
          specific business contract shall be counted separately.

     2.   If the debt becomes mature earlier according to laws and regulations
          or the Principal Contracts or by agreement between the parties of the
          Principal Contracts, such earlier expiry date is the date when the
          performance time limit expires.

ARTICLE 5 SCOPE OF GUARANTEE

     The scope of this guarantee includes principal, interest, penalty interest,
compound interest, liquidated damage, compensation for damage and expenses for
enforcement of credit claim (including but not limited to litigation fee, lawyer
fee, travel expense) under the Principal Contracts.

ARTICLE 6 STATEMENT AND WARRANTY OF PARTY A

     1.   Party A is a legal person or other organization established in
          accordance with laws, has the capacity for civil rights and capacity
          for civil conduct necessary for execution and implementation of this
          Contract and can bear civil liability independently.

     2.   Party A is voluntary to provide security for the Debtor of the
          Principal Contracts. All of its intent expression under this Contract
          is real.

     3.   All documents, statements and representation provided by Party A
          relevant to loans under the Principal Contracts are legal, true,
          proper and complete. Other than information that has been disclosed to
          Party B in writing, there is not any other material indebtedness
          (including contingent indebtedness), breach of contract, litigation,
          arbitration or other material matter affecting its asset that may
          affect implementation of this Contract on the part of Party A is not
          disclosed to Party B.

ARTICLE 7 RIGHTS AND OBLIGATIONS OF PARTY A

     1.   Party A shall furnish Party B with true and valid legal documents that
          can prove its legal position.

     2.   Within duration of this Contract, in case of change in registered
          address, name, telephone number or fax, Party A shall notify Party B
          such change in writing in seven calendar days after change.

     3.   Party B shall periodically or at any time upon request by Party B
          provide to


                                        3



          Party B with statements and other documents that truly reflect its
          overall financial condition.

     4.   In duration of this Contract, if there occurs, on the part of Party A,
          among other things, share transfer, restructure, merger, split-up,
          joint stock system restructure, co-investment, cooperation,
          cooperative operation, contracting, lease, change of business scope
          and registered capital, transfer of material asset that may or is
          sufficient to affect its ability of security, Party A shall notify
          Party B in writing thirty calendar days in advance.

     5.   If there occurs, on the part of Party A, discontinuance of business,
          suspension of business, being announced to be in bankruptcy,
          dissolution, revocation of business license, forced dissolution,
          worsening of financial condition or involvement in material economic
          disputes, Party A shall notify Party B in seven calendar days from the
          date of occurrence of forgoing.

     6.   In duration of this Contract, the extension of any form of security by
          Party A to any third party shall not damage Party B's interests.

     7.   In duration of this Contract, in case of any event under item four or
          five of this Article, Party A warrants to make appropriate arrangement
          for all guarantee liability under this Contract.

     8.   In case that Party B requires Party A to bear guarantee liability
          because the Debtor fails to repay all or part of debts under the
          Principal Contracts in accordance agreement (including in the event of
          earlier maturity of debt under the Principal Contracts as agreed in
          the Principal Contracts), upon receipt of written notice from Party B,
          Party A shall immediately pay to Party B such amount in such way as
          notified and repay such debt under the Principal Contracts.

     9.   If Party A fails to perform its obligation in accordance with item
          eight of this Article, Party A authorizes Party B to directly debit
          against any account of Party A with Party B and/or exercise right to
          dispose upon Party A's property or property right legally occupied and
          managed by Party B to repay debt under the Principal Contracts.

     10.  Unless otherwise provided by this Contract, any amount paid to Party B
          by Party A in bearing its guarantee liability shall offset the
          following in such order as follows: a. the expense for enforcement of
          credit claims; b. damage compensation; c. liquidated damage; d.
          compound interest of the principal credit claim; e. delay penalty
          interest of the principal credit claim; f. interest of the principal
          credit claim; and g. principal of the principal credit claim.

     11.  In the guarantee period, Party B and the Debtor of the Principal
          Contracts may negotiate on amendment of relevant provisions of the
          Principal Contracts without consent of party A. But if such amendment
          of the Principal Contracts by Party B and the Debtor of the Principal
          Contracts apparently increases debt


                                        4



          of the Debtor, Party A's consent shall be obtained, otherwise Party B
          may not bear guarantee liability for the increased part on the Debtor
          of the Principal Contracts, provided that, if such increase of debt of
          the Debtor of the Principal Contracts is due to adjustment of interest
          rate by People's Bank of China, Party B shall bear joint guarantee
          liability for such indebtedness increased thereby.

ARTICLE 8 RIGHTS AND OBLIGATIONS OF PARTY B

     1.   To transfer all of its credit claims under the Principal Contracts to
          any third party, Party B shall notify Party A in fifty bank business
          days after executing the credit claim transfer contract in writing.

     2.   During implementation of this Contract, if the People's Bank of China
          adjusts loan interest rate and the interest rate under the Principal
          Contracts is adjusted correspondingly in accordance with rules of the
          People's Bank of China, such adjustment shall not be deemed to be
          amendment to the Principal Contracts and this Contract. Party B needs
          not to notify Party A and Party A shall continue to bear guarantee
          liability.

     3.   Party B needs not to notify Party A when executing specific business
          contracts with the Debtor with respect to specific credit extension
          business under the Principal Contracts.

     4.   If the Debtor of the Principal Contracts fails to pay all or part of
          its debt in accordance with the Principal Contracts (including in the
          event of earlier maturity of debt under the Principal Contracts as
          agreed in the Principal Contracts), Party B has the right to require
          Party A to bear guarantee liability in accordance with this Contract.

     5.   Party B shall keep materials, documents and information about Party A
          provided by Party A in confidentiality, other than those that shall be
          inquired or disclosed as required by laws and regulations.

ARTICLE 9 BREACH OF CONTRACT

     1.   After this Contract comes into effect, Party A and Party B shall
          perform its obligations agreed in this Contract. Any party that fails
          perform to or un-completely performs its obligation agreed in this
          Contract, shall bear corresponding liability for breach of contract
          and compensate the other party for its loss caused.

     2.   Party A shall compensate Party B for any loss caused by untrue,
          improper, un-complete or misleading statement and warranty in Article
          6 of this Contract.

     3.   If this Contract becomes invalid due to default of Party A, Party A
          shall


                                        5



          compensate Party B for all of its loss in the extent of the guarantee
          scope.

     4.   In duration of this Contract, in case of any of the following event,
          Party B shall have the right to announce that all of the Principal
          Contracts are mature and directly require Party B to bear guarantee
          liability.

          a.   that Party B is not repaid at expiry of performance time limit of
               any debt under the Principal Contracts;

          b.   that the Principal Contracts becomes mature earlier according to
               provisions thereof;

          c.   that Party A discontinues its business, suspends its business,
               applies for bankruptcy, is announced to be in bankruptcy, is
               dissolved, has its business license revoked or is forced to
               dissolved;

          d.   other events on the part of Party A that endanger or harm or may
               endanger or harm Party B's interests.

ARTICLE 10 ACCUMULATIVENESS OF RIGHTS

     1.   The rights of Party B under this Contract are accumulative and will
          not affect or exclude any other right of Party B against Party A in
          accordance with laws and other contracts. Unless expressed by Party B
          in writing, Party B's failure to exercise, partial exercise of and/or
          delay to exercise any of its rights shall not constitute waiver or
          partial waiver of such right and shall not affect, prevent or block
          Party B to contrite to exercise such right or any other rights.

     2.   The obligations and liabilities of Party A under this Contract are
          accumulative and shall not affect or exclude any other obligation and
          liability owed by Party A to Party B in accordance with laws and other
          contracts. Unless otherwise required by law compulsorily or agreed or
          recognized by Party B in writing, Party B shall not bear any liability
          for obligations and liabilities owed by Party A to any third party in
          accordance with laws or agreements.

ARTICLE 11 CONTINUITY OF OBLIGATIONS

     All obligations and joint liability of Party A under this Contract are of
continuity, completely binding on its inheritor, take-over person or
organization, assignee and the entity existing after merger, restructure or
change of name and shall not be affected by any dispute, compensation claim,
legal proceeding, any order from superior organization and any contract or
document entered into by and between the Debtor of the Principal Contract and
any natural person or legal person, shall not change due to bankruptcy of the
Debtor, inability to repay the debt, disqualification as an enterprise,
amendment of articles of association and occurrence of any substantial change.


                                       6



ARTICLE 12 NOTARIZATION AND VOLUNTEER ACCEPT OF FORCE ENFORCEMENT

     1.   If any party of this Contract requests notarization, this Contract
          shall be notarized by the notary authority provided by the State.

     2.   Party A agrees that Party B may apply to the notary authority with
          this Contract for issuance of notary certificate that has enforceable
          effect. In case that the Debtor fails to pay off amount under credit
          extension, interest and relevant expense within repayment time limit
          provided by this Contract, Party B may apply for force enforcement
          with people's court having jurisdiction with such notary certificate
          and Party A will waive all rights of defense and all rights to refuse
          to bear guarantee liability to Party B.

ARTICLE 13 FORCE MAJEURE

     If Party A is unable to perform its obligations in accordance with this
Contract due to force majeure event, Party A shall notify Party B in ten legal
business days from the date of occurrence of such force majeure event and
provide written certificate about such force majeure event issued by local
notary authority.

ARTICLE 14 OTHER AGREED MATTERS

[INFORMATION MISSING IN THE ORIGINAL DOCUMENT]

ARTICLE 15 APPLICABLE LAW

     This Contract shall apply laws of People's Republic of China and is binding
no Party A and Party B.

ARTICLE 16 SETTLEMENT OF DISPUTES

     Any dispute arising due to this Contract or relevant to this Contract shall
be settled by discussion between Party A and Party B; in case of failure to
discuss, both parties agree that such dispute shall be settled in the second way
of the following:

     1. to apply for arbitration by _______________ arbitration commission;

     2. to sue to people's court for the place of Party B's domicile.

     During litigation or arbitration, the provisions of this Contract that are
not involved in dispute shall continue to be implemented.


                                       7



ARTICLE 17 EFFECT OF THIS CONTRACT

     1.   This Contract is independent from the Principal Contracts. The
          invalidity of the Principal Contracts due to any reason shall not
          affect the effect of this Contract and this Contract shall continue to
          be valid. The joint guarantee liability of Party A under this Contract
          extends to include legal liability after invalidity of the Principal
          Contracts (including but to limited to returning and compensation
          liability).

     2.   If certain article or part of certain article of this Contract is or
          will be invalid, such article or such invalid part shall not affect
          the validity of this Contract and other articles of this Contract or
          other part of such article.

ARTICLE 18 EFFECTIVENESS, AMENDMENT AND TERMINATION OF CONTRACT

     1.   This Contract comes into effect upon signature or stamping (signature
          or stamping with name chop) and stamping with official chop or
          contract chop by legal representative or authorized representative of
          Party A and legal representative or authorized representative of Party
          B.

     2.   After this Contract comes into effect, unless otherwise agreed in this
          Contract, any party of Party A and Party B shall not amend or
          terminate this Contract without permission. The amendment or
          termination of this Contract shall be made upon discussion of Party A
          and Party B with written agreement.

ARTICLE 19 MISCELLANEOUS

     1.   With respect to matters that are not mentioned in this Contract, Party
          A and Party B may enter into separate written agreement as annex to
          this Contract. Any annex, amendment or supplement to this Contract
          shall constitute a party of this Contract and have the same legal
          effect as this Contract.

     2.   Any notice, request or other communication with respect to this
          Contract by Party B to Party A, including but not limited to tele-fax,
          telegraph or fax shall be deemed to be delivered to Party A upon
          transmission; mail letters shall be deemed to be delivered to Party A
          on third day of registered mail; in case of hand delivery, on the date
          when the recipient signs on the receipt.

     3.   This Contract is executed with _____ [INFORMATION MISSING IN THE
          ORIGINAL DOCUMENT] copies, ____ [INFORMATION MISSING IN THE ORIGINAL
          DOCUMENT] of which is kept by Party A and Party B separately. In case
          of notarization, the notary authority may keep one copy.


                                       8



Party A: Baoding Tianwei Baobian Electric Co., Ltd.
(Corporate Seal)

Legal Representative:


/s/ Ding Qiang
- -------------------------------------
(or authorized representative)

Corporate seal


Party B: CITIC Industry Bank, Shijiazhuang Branch
(Corporate Seal)

Legal Representative or responsible person:


/s/ Chen Yanming
- -------------------------------------
(or authorized representative)

Corporate seal


                                       9

EX-10.10

                                                                   EXHIBIT 10.10

                                                           [ENGLISH TRANSLATION]

                   Contract No. (2007) Jiyinbaozi/ No. 712008

                        MAXIMUM AMOUNT GUARANTEE CONTRACT

                                China CITIC Bank



                          How to fill in this Contract

1.   This contract shall be filled in with black blue or blue gel pen or pen.

2.   This contract shall be filled in completely. The handwriting shall be clear
     and tidy.

3.   The type of currency shall be in Chinese instead of currency symbol.
     Amounts in words shall be added with Chinese name of the currency ahead;
     amounts in number shall be added with currency symbol ahead.

4.   Blank in fund-drawing schedule and repaying schedule may be filled in with
     lineation and added with "the following is blank" chop or filled in with
     words like "the following is blank". Other blank without substantial
     content may be filled in with "/".



                        MAXIMUM AMOUNT GUARANTEE CONTRACT

GUARANTOR: Baoding Tianwei Baobian Electric Co., Ltd. (hereinafter "Party A")

REGISTERED ADDRESS: No. 28 Jingxiu Street, Baoding National High-tech Industry
Development District

MAIL CODE: 071000

TEL: 0312-3308517

FAX: 0312-3308517

LEGAL REPRESENTATIVE: Ding Qiang

BANK AND ACCOUNT: Shijiazhuang Branch of Citic

CREDITOR: CITIC Bank, Shijiazhuang Branch (hereinafter "Party B")

REGISTERED ADDRESS: No. 209 Xinhua East Road Shijiazhuang

MAIL CODE: 050000

TEL: 0311-87884438

FAX: 0311-87884436

LEGAL REPRESENTATIVE/ RESPONSIBLE PERSON: Chen Yanming

PLACE EXECUTING THIS CONTRACT: Shijiazhuang City

DATE EXECUTING THIS CONTRACT: February 6, 2007

     To ensure satisfaction of several credit claims arising continuously in a
definite period between Party B and Baoding Tianwei Yingli New Energy Resources
Co., Ltd. (hereinafter the "Debtor"), Party A is willing to provide security in
the form of maximum amount guarantee. Therefore, in accordance with Contract Law
of People's Republic of China, Security Law of People's Republic of China and
other relevant laws and regulations, upon discussion, Party A and Party B
achieve agreement as follows:

ARTICLE 1 DEFINITION

1.1  Maximum amount guarantee refers to the agreement between Party A and Party
     B providing that Party A provides guarantee to Party B for the Debtor's
     performance of its debts occurring continuously in certain period within a
     certain maximum amount. Such maximum amount refers to the total balance


                                        1



     of debts (including contingent debts) owed by the Debtor to Party B.

ARTICLE 2 PRINCIPAL CREDIT CLAIMS UNDER GUARANTEE

     2.1  The principal credit claims under guarantee refer to a series of
          credit claims arising from February 6, 2007 to February 6, 2008 due to
          credit extension by Party B to the Debtor, including but not limited
          to various loan, notes, guarantee letter, letter of credit and other
          banking businesses.

     2.2  The top amount of the Principal Credit Claim under guarantee is the
          equivalent of Renminbi (in words) seventy and five million. If Party A
          perform its obligation of security in accordance with this Contract,
          the top amount under its security may be deducted accordingly.

     2.3  Within such period and in the extent of such maximum amount as agreed
          above, the serial contracts, agreements and other legal documents
          entered into between Party A and the Debtor that constitute the basis
          of creditor-debtor relationship are the Principal Contracts of this
          Contract.

ARTICLE 3 FORM OF GUARANTEE

     3.1  Party A provides joint-liability guarantee. In case that the Debtor
          fails to pay any or part of its debts upon expiry of the performance
          period of a single debt under the Principal Contracts, Party B shall
          have the right to directly require Party A to bear guarantee
          liability.

     3.2  When the Debtor fails to pay its debt in accordance with the Principal
          Contracts, whether or not Party B enjoys any other security (including
          but to limited to guarantee, mortgage, pledge, guarantee letter,
          stand-by letter of credit or other security form) for its credit
          claims under the Principal Contracts, Party B shall have the right to
          directly require Party B to bear guarantee liability in the extent of
          its guarantee.

ARTICLE 4 GUARANTEE PERIOD

     4.1  The period of guarantee provided by Party A is two years, that is, two
          years from the date when the debt performance time limit agreed in
          specific business contracts expires. The guarantee period under each
          specific business contract shall be counted separately.

     4.2  If the debt becomes mature earlier according to laws and regulations
          or the Principal Contracts or by agreement between the parties of the
          Principal Contracts, such earlier expiry date is the date when the
          performance time limit expires.


                                        2



     4.3  If the business under the Principal Contracts is letter of credit,
          bank acceptance or letter of guarantee, the guarantee period is two
          years from the date of advance disbursement; in case of advance
          disbursement by installments, the guarantee period shall be counted
          separately from the date of each installment.

ARTICLE 5 SCOPE OF GUARANTEE

     5.1  The scope of this guarantee includes principal, interest, penalty
          interest, compound interest, liquidated damage, compensation for
          damage and expenses for enforcement of credit claim (including but not
          limited to litigation fee, arbitration fee, lawyer fee, travel
          expense, appraisal fee, auction fee, transfer fee, conservation fee,
          publication fee, enforcement fee equal to 10% of the principal credit
          claim) and any other payable expenses.

ARTICLE 6 STATEMENT AND WARRANTY OF PARTY A

     6.1  Party A is a legal person or other organization established in
          accordance with laws of People's Republic of China, has capacity for
          civil rights and capacity for civil conduct necessary for execution
          and implementation of this Contract, can bear civil liability
          independently, and Party A has obtained all necessary and legal
          internal and external approval and authorization for execution of this
          agreement.

     6.2  Party A has completely understood and agrees on all provision of the
          Principal Contracts and is voluntary to provide security for the
          Debtor. All intent expression under this Contract is real.

     6.3  The establishment of this guarantee will not be subject to any
          limitation or cause any illegal event.

     6.4  All documents, statements and representation provided by Party A are
          legal, true, proper and complete. Other than information that has been
          disclosed to Party B in writing, there is not any other material
          indebtedness (including contingent indebtedness), breach of contract,
          litigation, arbitration or other material matter affecting its asset
          that may affect implementation of this Contract on the part of Party A
          is not disclosed to Party B.

ARTICLE 7 RIGHTS AND OBLIGATIONS OF PARTY A

     7.1  Party A shall furnish Party B with true and valid legal documents that
          can prove its legal position.

     7.2  Within duration of this Contract, in case of change in legal person
          name, legal representative, project responsible person, registered
          address, telephone number or fax, Party A shall notify Party B such
          change in seven days after


                                        3



          change.

     7.3  When the debt performance time limit of the Principal Contracts
          expires or the debt becomes mature earlier according to the Principal
          Contracts, if the Debtor fails to repay the principal and interest of
          loan in accordance with provisions of the Principal Contracts, Party B
          shall have the rights to directly require Party A to repay such debt.
          Party A warrants not to refuse any claim of repayment from Party B
          with any reason and waive right to defense provided by Security Law.

     7.4  Party A has the obligation to provide to Party B with balance sheets
          and statement concerning all outward security provided and
          periodically or at any time upon request by Party B provide to Party B
          with statements and other documents that truly reflect its overall
          financial condition.

     7.5  In duration of this Contract, if there occurs, on the part of Party A,
          among other things, share transfer, restructure, merger, split-up,
          joint stock system restructure, co-investment, cooperation,
          cooperative operation, contracting, lease, change of business scope
          and registered capital, transfer of material asset that may or is
          sufficient to affect its ability of security, Party A shall notify
          Party B in writing thirty days in advance.

     7.6  In duration of this Contract, if there occurs, on the part of Party A,
          among other thins, discontinuance of business, suspension of business,
          application for or being announced to be in bankruptcy, dissolution,
          revocation of business license, forced dissolution, worsening of
          financial condition or involvement in any litigation, arbitration,
          criminal case, administrative penalty that may or is sufficient to
          affect its ability of security, Party A shall notify Party B in three
          days from the date of occurrence or possible occurrence of forgoing.

     7.7  In duration of this Contract, the extension of any form of security by
          Party A to any third party shall not damage Party B's interests.

     7.8  In duration of this Contract, in case of any event under item 7.5 or
          7.6 of this Article, Party A warrants to make appropriate arrangement
          for all guarantee liability under this Contract and provides specific
          plan to arrange guarantee liability.

     7.9  In case that Party B requires Party A to bear guarantee liability
          because the Debtor fails to repay all or part of debts under the
          Principal Contracts in accordance agreement (including as provided by
          laws and regulations or agreement in the Principal Contracts or in the
          event of earlier maturity of debt under the Principal Contracts as
          agreed by the parties of the Principal Contracts), upon receipt of
          written notice from Party B, Party A shall immediately pay such amount
          in such way as notified to Party B and repay such debt under the
          Principal Contracts.

     7.10 If Party A fails to perform its obligation in accordance with item 7.9
          of this Article, Party A agrees that Party B may directly debit
          against any account of


                                        4



          Party A with Party B and/or exercise right to dispose upon Party A's
          property or property right legally occupied and managed by Party B to
          repay debt under the Principal Contracts. When Party B debit against
          Party A's account, if the currency of the account is different from
          that of the debt under the Principal Contracts, it shall be converted
          based on exchange rate announced by relevant authority of the State on
          the date of debit.

     7.11 If there is any third party provides guarantee for performance of
          obligation under the Principal Contracts, Party A shall still bear
          guarantee liability agreed in Article 3 of this Contract.

ARTICLE 8 RIGHTS AND OBLIGATIONS OF PARTY B

     8.1  To transfer its all credit claims under the Principal Contracts to any
          third party, Party B shall notify Party A after executing the credit
          claim transfer contract in writing on a timely basis.

     8.2  Party B needs not to notify Party A when executing specific business
          contracts with the Debtor with respect to specific credit extension
          business under the Principal Contracts.

     8.3  If the Debtor fails to repay all or part of its debt in accordance
          with the Principal Contracts (including as provided by laws and
          regulations or agreement in the Principal Contracts or in the event of
          earlier maturity of debt under the Principal Contracts as agreed by
          the parties of the Principal Contracts), Party B has the right to
          require Party A to bear guarantee liability in accordance with this
          Contract.

     8.4  Party B shall keep materials, documents and information about Party A
          provided by Party A confidential, other than those that shall be
          inquired or disclosed as required by laws and regulations.

ARTICLE 9 BREACH OF CONTRACT

     9.1  After this Contract comes into effect, Party A and Party B shall
          perform its obligations agreed in this Contract. Any party that fails
          perform to or un-completely performs its obligation agreed in this
          Contract, shall bear corresponding liability for breach of contract
          and compensate the other party for its loss caused.

     9.2  Party A shall compensate Party B for any loss caused by untrue,
          improper, un-complete or misleading statement and warranty in Article
          6 of this Contract.

     9.3  If this Contract becomes invalid due to default of Party A, Party A
          shall compensate Party B for all of its loss in the extent of the
          guarantee scope.


                                        5



     9.4  In duration of this Contract, in case of any of the following event,
          Party B shall have the right to require Party B to bear guarantee
          liability or take corresponding legal actions towards Party A's
          property or property rights in accordance with agreement in section
          7.10 of this Contract:

          9.4.1 that Party B is not repaid at expiry of performance time limit
               of any debt under the Principal Contracts;

          9.4.2 that Party B is not repaid at earlier maturity of debt under the
               Principal Contracts as required by laws and regulations or the
               Principal Contracts or agreed by both parties in the Principal
               Contracts;

          9.4.3 that Party B occurs material financial loss, asset loss or
               occurs asset loss or other financial crisis due to outward
               security and fails to provide corresponding security or fails to
               provide security satisfactory to Party B;

          9.4.4 that there is crisis in operation or finance on the party of
               Party A's controlling shareholder and other affiliated companies,
               or there are material related party transactions between Party A
               and its controlling shareholder and other affiliated which affect
               normal operation of Party A and Party A fails to provide
               corresponding security or fails to provide security satisfactory
               to Party B;

          9.4.5 that the industry in which Party A operates its business occurs
               negative change and Party A fails to provide corresponding
               security or fails to provide security satisfactory to Party B;

          9.4.6 that any of Party A's senior officers is suspected to commit
               corruption, bribery, fraud or illegal operation and Party A fails
               to provide corresponding security or fails to provide security
               satisfactory to Party B;

          9.4.7 that Party A has breach of contract to other creditors and fails
               to provide corresponding security or fails to provide security
               satisfactory to Party B;

          9.4.8 that Party A discontinues its business, suspends its business,
               applies for bankruptcy, is announced to be in bankruptcy, is
               dissolved, has its business license revoked or is forced to
               dissolved;

          9.4.9 that Party A fails to fulfill all security liability under this
               Contract in breach of section 7.8 of this Contract or the
               specific plan provided to fulfill security liability is not
               satisfactory to Party B; or

          9.4.10 other events on the part of Party A that endanger or harm or
               may endanger or harm Party B's interests.


                                        6



ARTICLE 10 ACCUMULATIVENESS OF RIGHTS

     10.1 The rights of Party B under this Contract are accumulative and will
          not affect or exclude any other right of Party B against Party A in
          accordance with laws and other contracts. Unless expressed by Party B
          in writing, Party B's failure to exercise, partial exercise of and/or
          delay to exercise any of its rights shall not constitute waiver or
          partial waiver of such right and shall not affect, prevent or block
          Party B to contrite to exercise such right or any other rights.

ARTICLE 11 CONTINUITY OF OBLIGATIONS

     11.1 All obligations and joint liability of Party A under this Contract are
          of continuity, completely binding on its inheritor, take-over person
          or organization, assignee and the entity existing after merger,
          restructure or change of name and shall not be affected by any
          dispute, compensation claim, legal proceeding, any order from superior
          organization and any contract or document entered into by and between
          the Debtor under the Principal Contract and any natural person or
          legal person, shall not change due to bankruptcy of the Debtor,
          inability to repay the debt, disqualification as an enterprise,
          amendment of articles of association and occurrence of any substantial
          change.

ARTICLE 12 OTHER AGREED MATTERS

If this Article is in conflict with other articles, this Article shall prevail.

ARTICLE 13 APPLICABLE LAW

     13.1 This Contract shall apply laws of People's Republic of China.

ARTICLE 14 SETTLEMENT OF DISPUTES

     14.1 Any dispute arising due to this Contract or relevant to this Contract
          shall be settled by discussion between Party A and Party B;

          In case of failure to discuss, both parties agree that such dispute
          shall be settled in the second way of the following:

               a. to apply for arbitration by ___________________ arbitration
               commission;

               b. to sue to people's court for the place of Party B's domicile.

ARTICLE 15 EFFECT OF THIS CONTRACT


                                        7



     15.1 This Contract is independent from the Principal Contracts. The
          invalidity of the Principal Contracts due to any reason shall not
          affect the effect of this Contract and this Contract shall continue to
          be valid. The joint guarantee liability of Party A under this Contract
          extends to include legal liability after invalidity of the Principal
          Contracts (including but to limited to returning and compensation
          liability).

     15.2 If certain article or part of certain article of this Contract is or
          will be invalid, such article or such invalid part shall not affect
          the validity of this Contract and other articles of this Contract or
          other part of such article.

ARTICLE 16 EFFECTIVENESS, AMENDMENT AND TERMINATION OF CONTRACT

     16.1 This Contract comes into effect upon signature or stamping (signature
          or stamping with name chop) and stamping with official chop or
          contract chop by legal representative or authorized representative of
          Party A and legal representative or authorized representative of Party
          B.

     16.2 After this Contract comes into effect, unless otherwise agreed in this
          Contract, any party of Party A and Party B shall not amend or
          terminate this Contract without permission. The amendment or
          termination of this Contract shall be made upon discussion of Party A
          and Party B with written agreement.

ARTICLE 17 MISCELLANEOUS

     17.1 With respect to matters that are not mentioned in this Contract, Party
          A and Party B may enter into separate written agreement as annex to
          this Contract. Any annex, amendment or supplement to this Contract
          shall constitute a party of this Contract and have the same legal
          effect as this Contract.

     17.2 Any notice, request or other communication with respect to this
          Contract by Party B to Party A, including but not limited to tele-fax,
          telegraph or fax shall be deemed to be delivered to Party A upon
          transmission; mail letter shall be deemed to be delivered to Party A
          on third day of registered mail; in case of hand delivery, on the date
          when the recipient signs on the receipt.

     17.3 This Contract is executed with three copies, one of which is kept by
          Party A, one by Party B, one by the Borrower, for reference for
          implement.

     17.4 Party B has taken reasonable action to remind Party A to note
          provisions under this Contract exempting or limiting its liability and
          has made sufficient explanation for relevant provision upon request of
          Party A; Party A and Party B do not have disagreement upon
          understanding of all provisions of this Contract.


                                        8



     Party A (corporate seal)


     Legal Representative: /s/ Ding Qiang
                           --------------------------------
     (or authorized representative)


     Party B (corporate seal)


     Legal Representative: /s/ Chen Yanming
                           --------------------------------
     (or authorized representative)


                                        9

EX-10.11

                                                                   EXHIBIT 10.11

                                                           [ENGLISH TRANSLATION]

                               GUARANTEE CONTRACT

                             CHINA CONSTRUCTION BANK

                                   ----------

                                  Heibei Branch



                     
Contract No.:           2005-011

Guarantor (Party A):    Baoding Tianwei Baobian Electric Co., Ltd.

Address:                2222 Tianwei West Road, Baoding, 071000

Legal Representative
(Responsible Person):   Ding Qiang

Fax:                    0312-3230382

Telephone:              0312-3308517

Creditor (Party B):     China Construction Bank Corporation, Baoding Tianwei
                        West Road Sub-branch

Address:                555 Tianwei West Road, Baoding, 071000

Responsible Person:     Zhang Qinglin

Fax:                    0312-3223328

Telephone:              0312-3211771





Guarantor ("Party A"): Baoding Tianwei Baobian Electric Co., Ltd.

Creditor ("Party B"): China Construction Bank Corporation, Baoding Tianwei West
Road Sub-branch

          In order to ensure the performance of the RMB Loan Agreement (No.:
2005-011) entered into by Baoding Tianwei Yingli New Energy Resources Co., Ltd.
(the "Debtor") and Party B (the "Master Contract") and the realization of Party
B's creditor's rights, Party A is willing to provide a joint and several
liability guarantee with respect to the indebtedness incurred between the Debtor
and Party B in connection with the Master Contract. Party A and Party B hereby
enter into this contract (this "Contract") through consultation in accordance
with the relevant laws, regulations and rules for the compliance and
implementation by the parties.

          ARTICLE 1 FORM OF GUARANTEE

          PARTY A SHALL PROVIDE A JOINT AND SEVERAL LIABILITY GUARANTEE

          PARTY A HEREBY ACKNOWLEDGES THAT, IN EVENT OF ANY FAILURE BY THE
DEBTOR TO PERFORM ITS INDEBTEDNESS PURSUANT TO THE MASTER CONTRACT, PARTY B
SHALL HAVE THE RIGHT TO DIRECTLY REQUEST PARTY A TO BEAR ITS LIABILITIES WITHIN
ITS SCOPE OF GUARANTEE, WHETHER OR NOT PARTY B HAS ANY OTHER GUARANTEE FOR THE
CREDIT CLAIM UNDER THE MASTER CONTRACT, INCLUDING, BUT NOT LIMITED TO,
GUARANTEE, MORTGAGE, PLEDGE, PERFORMANCE BOND, STANDBY LETTER OF CREDIT AND ANY
OTHER FORM OF GUARANTEE.

          Article 2 Scope of Guarantee

          The principal of the credit claim, Renminbi (currency) Twenty Million
Yuan, and interest (including compound interest and default interest),
liquidated damages, damages and expenses incurred in connection with the
realization of the credit claim by Party B (including, but not limited to,
litigation fees, arbitration fees, property preservation fees, travel expenses,
enforcement fees, evaluation fees and auction fees).

          Article 3 Guarantee Period

          The guarantee period shall be from the date on which this Contract
becomes effective until two (2) years after the expiration date of the debt
performance period under the Master Contract. In the event of any renewal with
the consent of Party A, the guarantee period shall be two (2) years after the
expiration date of the debt performance period as separately agreed in the
renewal agreement.

          ARTICLE 4 AMENDMENT TO THE GUARANTEED MASTER CONTRACT

          PARTY A HEREBY ACKNOWLEDGES THAT ANY AMENDMENT TO THE PROVISIONS OF
THE MASTER CONTRACT AS AGREED BY PARTY B AND THE DEBTOR SHALL BE DEEMED TO HAVE
BEEN


                                       1



APPROVED BY PARTY A, AND PARTY A'S LIABILITIES UNDER THE GUARANTEE SHALL NOT BE
REDUCED OR RELEASED, EXCEPT FOR:

          (I)  ANY EXTENSION OF THE DEBT PERFORMANCE PERIOD;

          (II) ANY INCREASE OF THE PRINCIPAL OF THE CREDIT CLAIM.

          ARTICLE 5 INDEPENDENCY OF THE VALIDITY OF CONTRACT

          THIS CONTRACT SHALL BE INDEPENDENT FROM THE MASTER CONTRACT. THE
INVALIDITY OF THE MASTER CONTRACT SHALL NOT AFFECT THE VALIDITY OF THIS
CONTRACT. IF THE MASTER CONTRACT IS HELD INVALID, PARTY A SHALL BE JOINTLY AND
SEVERALLY LIABLE FOR ANY INDEBTEDNESS INCURRED IN CONNECTION WITH THE RETURN OF
PROPERTY OR INDEMNIFICATION FOR DAMAGES BY THE DEBTOR.

          Article 6 Guarantee Capacity

          During the guarantee period, if Party A is incapacitated or is likely
to become incapacitated with respect to the guarantee, or the legal person or
other organization, as guarantor, enters into any contractual operation, lease,
consolidation, merger, joint venture, split-off, joint operation, joint-stock
restructuring or revocation, Party A shall give prior notice to Party B. The
surviving entity following any such change or the authority that has decided on
the revocation of Party A shall be liable for all obligations under this
Contract. In the event that Party B believes that the surviving entity does not
have the relevant guarantee capacity, the authority that has decided on the
revocation of Party A shall provide a new guarantee acceptable to Party B, and
enter into a guarantee contract therefor.

          During the guarantee period, without the prior consent of Party B,
Party A shall not provide any guarantee beyond its capacity to any third party.

          Article 7 Financial Supervision of the Guarantor

          During the guarantee period, Party B shall have the right to supervise
the funds and financial position of Party A, and Party A shall provide its
financial statements and other relevant materials strictly according to the
facts.

          ARTICLE 8 EARLY ASSUMPTION OF GUARANTEE LIABILITIES

          DURING THE GUARANTEE PERIOD, IF PARTY B DECLARES THAT ANY DEBT BECOMES
DUE PREMATURELY PURSUANT TO THE MASTER CONTRACT, PARTY B SHALL HAVE THE RIGHT TO
REQUEST PARTY A TO BEAR ITS LIABILITIES UNDER THE GUARANTEE WITHIN THIRTY (30)
BANK BUSINESS DAYS FROM THE PREMATURE DATE, AND PARTY A HAS AGREED TO BEAR SUCH
LIABILITIES AS REQUESTED BY PARTY B.

          Article 9 Transfer and Collection of Amounts Payable

          Party B shall have the right to transfer and collect all amounts
payable by Party A


                                       2



within the scope of guarantee from the accounts opened by Party A with China
Construction Bank.

          Article 10 Other Agreements between the Parties

          1.   In the event that the Debtor enters into any merger, split-off,
               joint-stock restructuring, increase or decrease of registered
               capital, joint venture, joint operation or change in name during
               the guarantee period, Party A's liabilities under the guarantee
               shall not be reduced or released.

          2.   The guarantor shall have the obligation to supervise the use of
               the proceeds of loans by the borrower.

          3.   In the event that Party B makes any loan in foreign currency to
               the Debtor, Party A agrees to bear the liabilities under the
               guarantee in the currency as agreed in the Foreign Currency Loan
               Agreement. The performance of obligation in any other currency
               shall be approved by Party B, and the amount concerned shall be
               converted based on the bank selling rate of Party B's quoted
               foreign exchange rate on the payment date.

          4.   The guarantor has fully understood the risks relating to interest
               rate. If a floating interest is used under the Master Contract,
               the guarantor is willing to bear the liability increased as a
               result of the floating interest rate.

          5.   ___________/______________;

          6.   ___________/______________.

          Article 11 Contract Dispute Resolution

          Any dispute arising from the performance of this Contract shall be
settled through consultation. If no settlement can be reached through such
consultation, such dispute shall be solved using the first approach set forth
below:

          (i) to bring an action before the People's Court in the jurisdiction
in which Party B is located.

          (ii) to submit the dispute to ________/________ arbitration commission
for arbitration (in ______/______)in accordance with the then effective
arbitration rules of such commission at the time of applying for arbitration.
The arbitration award shall be final and binding on the parties.

          During the litigation or arbitration period, the parties shall perform
the provisions of this Contract irrelevant to the dispute.


                                       3



          Article 12 Effectiveness of Contract

          This Contract shall become effective after it is signed by both the
legal representative (responsible person) or authorized agent of Party A or
sealed with corporate seal (if Party A is a natural person, then only his/her
signature is required) and the responsible person or authorized agent of Party B
and sealed with corporate seal.

          Article 13 This Contract shall be executed in four (4) copies.

          Article 14 Representations and Warranties

          1.   Party A is fully aware of the business scope and authorization
               authority of Party B.

          2.   Party A has read all terms of this Contract, especially the terms
               hereof in bold type. At the request of Party A, Party B has given
               a relevant explanation of the Articles hereof. Party A has become
               fully aware of and understood the meaning of the terms of this
               Contract and the legal consequences thereof.

          3.   Party A has the power to execute this Contract.

Party A (Corporate Seal):               Baoding Tianwei Baobian Electric Co.,
                                        Ltd.


Legal Representative (Responsible       /s/ Jing Chongyou
Person) or Authorized Agent             ----------------------------------------
(Signature):                            December 21, 2005


Party B (Corporate Seal):               China Construction Bank, Baoding Tianwei
                                        West Road Sub-branch


Responsible Person or Authorized        /s/ Zhang Qinglin
Agent (Signature):                      ----------------------------------------
                                        December 21, 2005


                                       4

EX-10.12

                                                                   EXHIBIT 10.12

                                                           [ENGLISH TRANSLATION]

                               GUARANTEE CONTRACT

                             CHINA CONSTRUCTION BANK

                                   ----------

                                  Heibei Branch



                     
Contract No.:           2006-003

Guarantor (Party A):    Baoding Tianwei Baobian Electric Co., Ltd.

Address:                2222 Tianwei West Road, Baoding, 071000

Legal Representative
(Responsible Person):   ___________________________________________________

Fax:                    0312-3230382

Telephone:              0312-3308517

Creditor (Party B):     China Construction Bank Corporation, Baoding Tianwei
                        West Road Sub-branch

Address:                555 Tianwei West Road, Baoding, 071000

Responsible Person:     Zhang Qinglin

Fax:                    0312-3223328

Telephone:              0312-3211771





Guarantor ("Party A"): Baoding Tianwei Baobian Electric Co., Ltd.

Creditor ("Party B"): Baoding Tianwei West Road Sub-branch, China Construction
Bank Corporation

          In order to ensure the performance of the RMB Loan Agreement (No.:
2006-003) entered into by Baoding Tianwei Yingli New Energy Resources Co., Ltd.
(the "Debtor") and Party B (the "Master Contract") and the realization of Party
B's creditor's rights, Party A is willing to provide a joint and several
liability guarantee with respect to the indebtedness incurred between the Debtor
and Party B in connection with the Master Contract. Party A and Party B hereby
enter into this contract (this "Contract") through consultation in accordance
with the relevant laws, regulations and rules for the compliance and
implementation by the parties.

          Article 1 Form of Guarantee

          Party A shall provide a joint and several liability guarantee

          Party A hereby acknowledges that, in event of any failure by the
Debtor to perform its indebtedness pursuant to the Master Contract, Party B
shall have the right to directly request Party A to bear its liabilities within
its scope of guarantee, whether or not Party B has any other guarantee for the
credit claim under the Master Contract, including, but not limited to,
guarantee, mortgage, pledge, performance bond, standby letter of credit and any
other form of guarantee.

          Article 2 Scope of Guarantee

          The principal of the credit claim, Renminbi (currency) Thirty Million
Yuan, and interest (including compound interest and default interest),
liquidated damages, damages and expenses incurred in connection with the
realization of the credit claim by Party B (including, but not limited to,
litigation fees, arbitration fees, property preservation fees, travel expenses,
enforcement fees, evaluation fees and auction fees).

          Article 3 Guarantee Period

          The guarantee period shall be from the date on which this Contract
becomes effective until two (2) years after the expiration date of the debt
performance period under the Master Contract. In the event of any renewal with
the consent of Party A, the guarantee period shall be two (2) years after the
expiration date of the debt performance period as separately agreed in the
renewal agreement.

          Article 4 Amendment to the Guaranteed Master Contract

          Party A hereby acknowledges that any amendment to the provisions of
the Master Contract as agreed by Party B and the Debtor shall be deemed to have
been approved by Party A, and Party A's liabilities under the guarantee shall
not be reduced or released, except for:


                                       1



          (i)  any extension of the debt performance period;

          (ii) any increase of the principal of the credit claim.

          Article 5 Independency of the Validity of Contract

          This Contract shall be independent from the Master Contract. The
invalidity of the Master Contract shall not affect the validity of this
Contract. If the Master Contract is held invalid, Party A shall be jointly and
severally liable for any indebtedness incurred in connection with the return of
property or indemnification for damages by the Debtor.

          Article 6 Guarantee Capacity

          During the guarantee period, if Party A is incapacitated or is likely
to become incapacitated with respect to the guarantee, or the legal person or
other organization, as guarantor, enters into any contractual operation, lease,
consolidation, merger, joint venture, split-off, joint operation, joint-stock
restructuring or revocation, Party A shall give prior notice to Party B. The
surviving entity following any such change or the authority that has decided on
the revocation of Party A shall be liable for all obligations under this
Contract. In the event that Party B believes that the surviving entity does not
have the relevant guarantee capacity, the authority that has decided on the
revocation of Party A shall provide a new guarantee acceptable to Party B, and
enter into a guarantee contract therefor.

          During the guarantee period, without the prior consent of Party B,
Party A shall not provide any guarantee beyond its capacity to any third party.

          Article 7 Financial Supervision of the Guarantor

          During the guarantee period, Party B shall have the right to supervise
the funds and financial position of Party A, and Party A shall provide its
financial statements and other relevant materials strictly according to the
facts.

          Article 8 Early Assumption of Guarantee Liabilities

          During the guarantee period, if Party B declares that any debt becomes
due prematurely pursuant to the Master Contract, Party B shall have the right to
request Party A to bear its liabilities under the guarantee within thirty (30)
bank business days from the premature date, and Party A has agreed to bear such
liabilities as requested by Party B.

          Article 9 Transfer and Collection of Amounts Payable

          Party B shall have the right to transfer and collect all amounts
payable by Party A within the scope of guarantee from the accounts opened by
Party A with China Construction Bank.



          Article 10 Other Agreements between the Parties

          1.   In the event that the Debtor enters into any merger, split-off,
               joint-stock restructuring, increase or decrease of registered
               capital, joint venture, joint operation or change in name during
               the guarantee period, Party A's liabilities under the guarantee
               shall not be reduced or released.

          2.   The guarantor shall have the obligation to supervise the use of
               the proceeds of loans by the borrower.

          3.   In the event that Party B makes any loan in foreign currency to
               the Debtor, Party A agrees to bear the liabilities under the
               guarantee in the currency as agreed in the Foreign Currency Loan
               Agreement. The performance of obligation in any other currency
               shall be approved by Party B, and the amount concerned shall be
               converted based on the bank selling rate of Party B's quoted
               foreign exchange rate on the payment date.

          4.   The guarantor has fully understood the risks relating to interest
               rate. If a floating interest is used under the Master Contract,
               the guarantor is willing to bear the liability increased as a
               result of the floating interest rate.

          5.   ___________/______________;

          6.   ___________/______________.

          Article 11 Contract Dispute Resolution

          Any dispute arising from the performance of this Contract shall be
settled through consultation. If no settlement can be reached through such
consultation, such dispute shall be solved using the first approach set forth
below:

          (i) to bring an action before the People's Court in the jurisdiction
in which Party B is located.

          (ii) to submit the dispute to ________/________ arbitration commission
for arbitration (in ______/______)in accordance with the then effective
arbitration rules of such commission at the time of applying for arbitration.
The arbitration award shall be final and binding on the parties.

          During the litigation or arbitration period, the parties shall perform
the provisions of this Contract irrelevant to the dispute.



          Article 12 Effectiveness of Contract

          This Contract shall become effective after it is signed by both the
legal representative (responsible person) or authorized agent of Party A or
sealed with corporate seal (if Party A is a natural person, then only his/her
signature is required) and the responsible person or authorized agent of Party B
and sealed with corporate seal.

          Article 13 This Contract shall be executed in four (4) copies.

          Article 14 Representations and Warranties

          1.   Party A is fully aware of the business scope and authorization
               authority of Party B.

          2.   Party A has read all terms of this Contract, especially the terms
               hereof in bold type. At the request of Party A, Party B has given
               a relevant explanation of the Articles hereof. Party A has become
               fully aware of and understood the meaning of the terms of this
               Contract and the legal consequences thereof.

          3.   Party A has the power to execute this Contract.

Party A (Corporate Seal): Baoding Tianwei Baobian Electric Co., Ltd.


Legal Representative (Responsible Person) or


Authorized Agent (Signature):           /s/ Ding Qiang
                                        ----------------------------------------
                                        February 17, 2006


Party B (Corporate Seal): China Construction Bank, Baoding Tianwei West Road
                          Sub-branch


Responsible Person or Authorized
Agent (Signature):                       /s/ Zhang Qinglin
                                         ---------------------------------------
                                         February 17, 2006

EX-10.13

                                                                   EXHIBIT 10.13

                                                           [ENGLISH TRANSLATION]

                                    No.: Guang Shi Gong Si Gao Bao Zi 2005 No. 2

                        MAXIMUM AMOUNT GUARANTEE CONTRACT

================================================================================

                              CHINA EVERBRIGHT BANK



                                TABLE OF CONTENTS

                                                                          
CHAPTER I    GENERAL PROVISIONS..........................................     2

CHAPTER II   DEFINITIONS.................................................     2

CHAPTER III  TYPE AND AMOUNT OF THE PRINCIPAL CLAIM GUARANTEED...........     2

CHAPTER IV   TYPE OF GUARANTEE...........................................     3

CHAPTER V    SCOPE OF GUARANTEE..........................................     3

CHAPTER VI   TIME LIMIT FOR THE GRANTEE TO PERFORM ITS DEBT..............     3

CHAPTER VII  GUARANTEE PERIOD............................................     4

CHAPTER VIII DOCUMENTS TO BE SUBMITTED BY THE GRANTEE....................     4

CHAPTER IX   REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR.............     5

CHAPTER X    GUARANTOR'S COVENANTS.......................................     6

CHAPTER XI   NATURE AND EFFECTIVENESS OF GUARANTEE.......................     8

CHAPTER XII  EVENTS OF DEFAULT...........................................     8

CHAPTER XIII OTHER AGREEMENTS............................................     9

CHAPTER XIV  GOVERNING LAW AND DISPUTE RESOLUTION........................    10

CHAPTER XV   EFFECTIVENESS, DISCHARGE OF AND AMENDMENT TO CONTRACT.......    10

CHAPTER XVI  EXHIBITS....................................................    11

CHAPTER XVII MISCELLANOUS................................................    11







                        MAXIMUM AMOUNT GUARANTEE CONTRACT

Guarantor:            Baoding Tianwei Baobian Electric Co., Ltd.
                      (the "Guarantor")

Address:              28 Jingxiu Street, Baoding High-tech Industrial
                      Development Zone

Zip Code:             050110

Legal Representative: Ding Qiang

Attorney-in-fact:     Jing Chongyou

Handled by:           Liu Huihui

Telephone:            ___________

Fax:                  ___________

Bank:                 ___________

Bank Account:         ___________

Grantor:              China Everbright Bank, Shijiazhuang Sub-branch
                      (the "Grantor")

Address:              29, Jianshe South Road, Shijiazhuang

Zip Code:             050011

Legal Representative/
Responsible Person:   Jiang Fangming

Attorney-in-fact:     ___________

Handled by:           Zhang Weibing

Telephone:            0311-86215794

Fax:                  0311-86065604



                                    CHAPTER I

                               GENERAL PROVISIONS

          In order to ensure the performance of the Comprehensive Credit
Agreement (No. Shijiazhuang Sub-branch, China Everbright Bank) entered into by
Baoding Tianwei Yingli New Energy Resources Co., Ltd. (the "Grantee") and the
Grantor on September 26, 2005 ("Comprehensive Credit Agreement"), the Guarantee
is willing to provide a maximum amount guarantee with joint and several
liability to the Grantor for purposes of guaranteeing the Grantee's full
satisfaction of all of its indebtedness incurred under the Comprehensive Credit
Agreement when due.

          The Grantor has agreed to accept the guarantee provided by the
Guarantor after its review. Based on the principle of equality and mutual
benefits, in accordance with the relevant laws and regulations of the People's
Republic of China (the "PRC"), this contract (this "Contract") is hereby
formulated to provide for the rights and obligations of the Guarantor and
Grantor.

                                   CHAPTER II

                                   DEFINITIONS

          Article 1 As used in this Agreement, the following terms have the
meanings specified below, unless otherwise provided in the context or otherwise
interpreted as required hereunder:

          "Master Contract" shall mean each of the Comprehensive Credit
Agreement between the Guarantor and Grantor and the credit business contract or
agreement entered into by the Grantor and Grantee with respect to each specific
credit business pursuant to the Comprehensive Credit Agreement.

          "Credit Business Contract or Agreement " shall mean each credit
business contract or agreement entered into by the Grantor and Grantee with
respect to any on or off balance sheet credit extended by the Grantor to the
Grantee pursuant to the Comprehensive Credit Agreement, including, but not
limited to, loan, trade finance, discount, acceptance, letter of credit,
performance bond and guarantee in RMB and foreign currency (collectively,
"Specific Credit Business").

                                   CHAPTER III

                TYPE AND AMOUNT OF THE PRINCIPAL CLAIM GUARANTEED

          Article 2 The principal claim guaranteed by the Guarantor shall be all


                                        2



creditor's rights incurred under all Credit Business Contracts or Agreements
entered into by the Grantor and Grantee pursuant to the Comprehensive Credit
Agreement, and the maximum amount of the principal of the principal claim
guaranteed shall be the comprehensive credit line as agreed under the
Comprehensive Credit Agreement, i.e. Renminbi Forty Million Yuan.

                                   CHAPTER IV

                                FORM OF GUARANTEE

          Article 3 The guarantee hereunder shall be a joint and several
liability guarantee.

                                    CHAPTER V

                               SCOPE OF GUARANTEE

          Article 4 The scope of guarantee hereunder shall cover: all principal
and interest of the principal claim, compound interest, commission, liquidated
damages, damages and fees for realization of creditors' rights (including
litigation fees, attorney's fees, notarization fees and enforcement fees) as
well as all other fees due that shall be repaid or paid by the Grantee to the
Grantor under the Master Contract (collectively, "Guaranteed Indebtedness").

          Article 5 The certificate of the Grantor that sets forth any
Guaranteed Indebtedness or any amount payable hereunder shall be conclusive
evidence of the creditor-debtor relationship of the parties binding upon the
Guarantor.

                                   CHAPTER VI

                 TIME LIMIT FOR THE GRANTEE TO PERFORM ITS DEBT

          Article 6 The time limit for the Guarantee to perform its debt shall
be the expiration date of the performance period during which the Grantee shall
have repaid the debts or made the payments as agreed in each Credit Business
Contract or Agreement under the Comprehensive Credit Agreement, or any date on
which any Credit Business Contract or Agreement becomes due prior to maturity
upon the occurrence of any event as provided under law or any event as agreed.


                                        3



                                   CHAPTER VII

                                GUARANTEE PERIOD

          Article 7 The guarantee period for each Specific Credit Business under
the credit agreement shall be calculated separately, which shall be two (2)
years from the expiration date of the Grantee's debt performance period as
agreed under the Credit Business Contract or Agreement (or the premature date in
the event that the Credit Business Contract or Agreement becomes due prior to
maturity upon the occurrence of any event as provided under law or any event as
agreed).

                                  CHAPTER VIII

                   DOCUMENTS TO BE SUBMITTED BY THE GUARANTOR

          Article 8 The Guarantor shall ensure that the Grantor shall have
received the following documents furnished by the Guarantor prior to the initial
use of the Specific Credit Business provided by the Grantor under the Master
Contract by the Grantee:

          1.   A original copy of this Contract effectively signed by the legal
               representative or attorney-in-fact of the Guarantor and sealed
               with the corporate seal;

          2.   Articles of Association of the Guarantor and the most recent
               inspected Enterprise Legal Person Business License or
               Institutional Legal Person Certificate showing that it has passed
               the annual inspection, or any other document certifying that the
               Guarantor is validly existing;

          3.   Financial statements or other materials certifying the
               creditworthiness of the Guarantor;

          4.   Resolutions of the Board of Directors or any other internal
               organization of the Guarantor that has the power to decide on the
               matters of this guarantee approving the provision of this
               guarantee by the Guarantor pursuant to this Contract;

          5.   Any other document as reasonably requested by the Grantor to be
               provided by the Guarantor.

          If any of the documents described above is provided in duplicate copy,
          the duplicate copy shall be sealed by the Guarantor with corporate
          seal confirming that such copy is true, complete and valid.


                                        4



                                   CHAPTER IX

                 REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR

          Article 9 The Guarantor hereby represents and warrants to the Grantor
as follows:

          1.   The Guarantor is a legal person entity/other organization
               incorporated and validly existing under the laws of the PRC with
               independent capacity for civil acts, and has all power,
               authorization and authority to bear civil liability to the extent
               of all of its assets and to carry out its business activities.

          2.   The Guarantor has full power, authorization and authority to
               execute this Contract and consummate the transactions
               contemplated hereby, and has taken or obtained all acts of a
               legal person and other actions and consents necessary for the
               execution and performance of this Contract. This Contract has
               been duly signed and sealed with corporate seal by the legal
               representative or attorney-in-fact of the Guarantor.

          3.   The Guarantor has carefully read and fully understood the content
               of this Contract and the Master Contract and is willing to
               execute and perform this Contract, and all expression of its
               intention set forth herein is true.

          4.   All documents, materials, statements and evidence provided by the
               Guarantor to the Grantor are accurate, true, complete and valid,
               and the duplicate copies of the documents provided are consistent
               with the originals thereof.

          5.   The Guarantor has obtained all governmental approvals and other
               party consents necessary for the execution of this Contract, and
               the execution and performance of this Contract by the Guarantor
               does not violate any legal person organization document/approval
               document (if any ) or any other contract or agreement to which it
               is a party. The guarantee hereunder is not subject to any
               restriction.

          6.   In order to ensure that this Contract is legal, valid and
               enforceable, the Guarantor shall or will have completed all
               necessary registrations, filings or notarization procedures.

          7.   This Contract is legal and valid and constitutes a legally
               binding obligation of the Guarantor.


                                       5



          8.   There are no actions, arbitrations or administrative proceedings
               involving the Guarantor or any of its material operating assets
               which would have a material adverse effect on the financial
               position of the Guarantor or its ability to perform its
               obligations hereunder.

          9.   No event of default has occurred or is continuing.

          Article 10 The representations and warranties of the Guarantor set
forth above shall at all times be accurate and true during the effective term
hereof, and the Guarantor shall provide any further documents from time to time
as requested by the Grantor.

                                    CHAPTER X

                              GUARANTOR'S COVENANTS

          Article 11 Prior to full satisfaction of the Guaranteed Indebtedness,
the Guarantor shall comply with the following terms:

          1.   The Guarantor shall immediately notify the Grantor of any of the
               following events:

          (i)  occurrence of any event of default;

          (ii) any action, arbitration or administrative proceeding involving
               the Guarantor or any of its material operating assets;

          (iii) deterioration of the financial position, winding-up, close-down,
               declared bankruptcy, dissolution, cancellation of business
               license/institutional legal person certificate or revocation of
               the Guarantor.

          2.   During the effective term hereof, so long as the Guaranteed
               Indebtedness has not been fully satisfied, without the prior
               written consent of the Grantor, the Guarantor shall not enter
               into any joint operation, contractual operation, lease, merger,
               split-off, joint-stock restructuring or make any arrangement with
               respect to any other change in operation model and ownership
               structure; provided that in the event that, pursuant to the
               requirements of operation or as required by any adjustment of any
               national policy or law, the Guarantor enters into any joint
               operation, contractual operation, lease, merger, split-off,
               joint-stock restructuring or effects any change in its operation
               model and ownership structure, the Guarantor shall obtain the
               prior consent of the Grantor and make the arrangements
               satisfactory to the Grantee with respect to its liabilities and
               obligations with respect to the


                                        6



               guarantee hereunder.

          3.   During the effective term hereof, so long as the Guaranteed
               Indebtedness has not been fully satisfied, without the prior
               written consent of the Grantor, the Guarantee shall not sell,
               transfer, divide or otherwise dispose any material operating
               assets.

          4.   During the effective term hereof and prior to full satisfaction
               of the Guaranteed Indebtedness, the Guarantor shall not exercise
               its right of recourse or make any claim against the Grantee with
               respect to any payment made by it on behalf of the Grantee to the
               Grantor or any other creditor's right that it might have against
               the Grantee.

          5.   During the effective term hereof, in the event that the Guarantor
               registers any change with the relevant administration of industry
               and commerce, it shall notify the Grantor within ten (10)
               business days after such change and deliver the duplicate copy of
               the relevant registration documents to the Grantor.

          6.   In the event that the Grantee fails to repay any Guaranteed
               Indebtedness that has become due and payable in a timely manner,
               the Guarantee shall, within seven (7) business days from the date
               on which the Guarantor has received the written payment notice
               from the Grantor, unconditionally repay such debt on behalf of
               the Grantee in the way as requested by the Grantor.

          7.   In the event that the Guarantor fails to make any payment
               hereunder in a timely manner as requested by the Grantor, the
               Grantor shall have the right to directly deduct such payment from
               any account opened by the Guarantor with the Grantor or any other
               branch of the Grantor without the prior consent of the Guarantor.

          8.   Upon request by the Grantor, the Guarantor shall immediately
               reimburse the Grantor or indemnify it against the following costs
               and losses:

          (i)  all costs and expenses incurred by the Grantor in connection with
               the realization of its rights hereunder (including attorney's
               fees, litigation fees, enforcement fees and all other
               out-of-pocket expenses).

          (ii) any other losses suffered by the Grantor resulting from any
               breach of this Contract by the Guarantor.


                                        7



                                   CHAPTER XI

                      NATURE AND EFFECTIVENESS OF GUARANTEE

          Article 12 This Contract is independent form the Master Contract. The
invalidity or revocation of the Master Contract for any reason shall have no
effect on the validity of this Contract or any obligation or liability of the
Guarantor hereunder. The joint and several liability of the Guarantor hereunder
shall be extended to the legal responsibilities of the Grantee upon
ineffectiveness of the Master Contract (including, but not limited to,
reimbursement and indemnification for losses).

          No consent of the Guarantor shall be required for any change in the
content of the Master Contract between the Grantor and Grantee, except for any
renewal of the principal claim or any increase of the amount of the principal
claim, and the Guarantor shall not be released from any of its liabilities with
respect to its guarantee hereunder. In the event of any renewal of the Master
Contract without the consent of the Guarantor, the Guarantor shall be
responsible for its liabilities with respect to the guarantee during the
original guarantee period. In the event that the parties to the Master Contract
have agreed to increase the amount of the Guaranteed Indebtedness without the
consent of the Guarantor, the Guarantor shall be responsible for its liabilities
with respect to the guarantee to the extent of the amount of the original
Guaranteed Indebtedness.

          Article 13 The guarantee created hereunder shall be independent from
any other guarantee obtained by the Grantor with respect to the Guaranteed
Indebtedness. The Grantor shall not be required to enforce any other guarantee
(whether for property or person) or take any other remedial measure against the
Grantee or any other third party before its exercise of the rights hereunder.

                                   CHAPTER XII

                                EVENTS OF DEFAULT

          Article 14 Any of the following events or circumstances shall
constitute an event of default by the Guarantor hereunder:

          1.   Any event of default under the Master Contract shall have
               occurred;

          2.   Any representation or warranty made by the Guarantor hereunder
               shall have been confirmed to be incorrect or untrue;

          3.   Any provision of the Master Contract shall no longer be fully
               legal or valid for any reason, or terminated or limited for any
               reason;


                                        8



          4.   The Guarantor shall have suspended or stopped business operation
               or is subject to bankruptcy, liquidation, close-down or any other
               similar proceeding, or an petition shall be filed seeking the
               bankruptcy or liquidation of the Guarantor, or the Guarantor
               shall be wound up or suspended as determined by the competent
               government authority;

          5.   Any action, arbitration or administrative proceeding shall have
               been brought against the Guarantor or any of its material
               operating assets;

          6.   The Guarantor shall have breached any of its other obligations
               hereunder, or any other event shall have occurred which, in the
               Grantor's opinion, would have a material adverse effect on any of
               its rights hereunder.

          Article 15 Upon the occurrence of any event of default set forth
above, the Grantor shall have the right to take one or more of the following
measures, as the case may be:

          1.   To take any remedial measure in the event of any breach that it
               may be entitled to take hereunder;

          2.   To request the Guarantor to bear its liabilities with respect to
               the guarantee hereunder as agreed herein;

          3.   To exercise any other security interest it may be entitled to
               with respect to the Guaranteed Indebtedness.

                                  CHAPTER XIII

                                OTHER AGREEMENTS

          Article 16 Without the prior consent of the Grantor, the Guarantor
shall not transfer or otherwise dispose any or all of its obligations hereunder.

          Article 17 Any grace period, preferential treatment or moratorium
granted by the Grantor to the Guarantor shall not affect, damage or limit any
right that the Grantor may be entitle to under this Contract, any law or
regulation; nor shall it operate as a waiver by the Grantor of any of its rights
or interests hereunder, or affect any responsibility or obligation of the
Guarantor hereunder.


                                        9



          Article 18 Any provision of this Contract or any content thereof held
to be invalid for any reason shall not affect the effectiveness of this Contract
and the remaining provisions of this Contract or any other content of such
provision.

          Article 19 The Grantor shall repay in full the Guaranteed Indebtedness
hereunder, and shall not make any claim of set-off or create any condition
thereto.

          Article 20 All notices and requests sent by the parties to each other
hereunder shall be in writing and sent to the respective parties at the
addresses or fax numbers first above written herein. In event of any change in
the address or fax number of any party, it shall promptly notify the other
party.

          Communications between the parties shall be deemed to have been given
or received (i) upon delivery if personally delivered, (ii) on the third (3rd)
day after delivery if delivered by the registered mail and (iii) at the time of
transmission if sent by facsimile; provided, however, that any document sent by
the Guarantor to the Grantor shall be deemed to have been given upon receipt by
the Grantor.

                                   CHAPTER XIV

                      GOVERNING LAW AND DISPUTE RESOLUTION

          Article 21 This Contract and any matter in connection herewith shall
be governed by, and construed in accordance with, the laws of the PRC.

          Article 22 Any dispute arising from or in connection with this
Contract shall be settled through friendly consultation between the parties. If
no settlement can be reached through such consultation, then any party may bring
an action before the People's Court in the jurisdiction in which the Grantor is
located.

                                   CHAPTER XV

           EFFECTIVENESS, DISCHARGE OF AND AMENDMENT TO THIS CONTRACT

          Article 23 This Contract shall become effective on the date on which
this Contract has been executed by the legal representatives or
attorney-in-facts of the Guarantor and the Grantor and sealed with corporate
seals.

          Article 24 This Contract may not be amended or discharged by any party
without authorization after this Contract comes into effect. Any amendment to or
discharge of this Contract shall be agreed by the Guarantor and Grantor by
entering into an instrument in writing upon consultation. Before entering into
such written instrument, all provisions of this Contract shall nevertheless
remain in full force and effect.


                                       10



                                   CHAPTER XVI

                                    EXHIBITS

          Article 25 The Guarantor and Grantor shall separately enter into a
written agreement with respect to any matter not addressed herein which shall be
attached hereto as an exhibit. The exhibits attached hereto shall be an integral
part of this Contract and have the same legal validity as the text of this
Contract.

          Article 26 The exhibits to this Contract are as follows:

          1. [INFORMATION MISSING IN THE ORIGINAL DOCUMENT]

          2. [INFORMATION MISSING IN THE ORIGINAL DOCUMENT]

                                  CHAPTER XVII

                                  MISCELLANEOUS

          Article 27 This Contract shall be executed in three (3) original
copies with each of the Guarantor and the Grantor holding one (1) copy, all of
which shall have the same legal validity.

          Article 28 The Guarantor and the Grantor have executed this Agreement
in Shijiazhuang on September 26, 2005.


                                       11



[SIGNATURE PAGE]

Guarantor (Seal):
Baoding Tianwei Baobian Electric Co., Ltd.


Legal Representative:                    /s/ Jing Chongyou
                                         ----------------------------
(or Attorney-in-fact)


Grantor (Seal):
China Everbright Bank, Shijiazhuang Sub-branch


Legal Representative/Responsible Person: /s/ Dai Weidong
                                         -----------------------------
(or Attorney-in-fact)


                                       12

EX-10.14

                                                                   EXHIBIT 10.14

                                                           [ENGLISH TRANSLATION]

                                 No.: Guang Shi Gong Wang Gao Bao Zi 2007 No.002

                        MAXIMUM AMOUNT GUARANTEE CONTRACT

================================================================================

                              CHINA EVERBRIGHT BANK



                                TABLE OF CONTENTS

                                                                           
CHAPTER I    GENERAL PROVISIONS............................................    2
CHAPTER II   DEFINITIONS...................................................    2
CHAPTER III  TYPE AND AMOUNT OF THE PRINCIPAL CLAIM GUARANTEED.............    3
CHAPTER IV   TYPE OF GUARANTEE.............................................    3
CHAPTER V    SCOPE OF GUARANTEE............................................    3
CHAPTER VI   TIME LIMIT FOR THE GRANTEE TO PERFORM ITS DEBT................    3
CHAPTER VII  GUARANTEE PERIOD..............................................    4
CHAPTER VIII DOCUMENTS TO BE SUBMITTED BY THE GRANTEE......................    4
CHAPTER IX   REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR...............    5
CHAPTER X    GUARANTOR'S COVENANTS.........................................    6
CHAPTER XI   NATURE AND EFFECTIVENESS OF GUARANTEE.........................    8
CHAPTER XII  EVENTS OF DEFAULT.............................................    8
CHAPTER XIII OTHER AGREEMENTS..............................................    9
CHAPTER XIV  GOVERNING LAW AND DISPUTE RESOLUTION..........................   10
CHAPTER XV   EFFECTIVENESS, DISCHARGE OF AND AMENDMENT TO CONTRACT.........   10
CHAPTER XVI  EXHIBITS......................................................   11
CHAPTER XVII MISCELLANOUS..................................................   11




                                        i



                        MAXIMUM AMOUNT GUARANTEE CONTRACT

Guarantor: Baoding Tianwei Baobian Electric Co., Ltd. (the "Guarantor")
Address: 28 Jingxiu Street, Baoding High-tech Industrial Development Zone
Zip Code: 071056

Legal Representative: Ding Qiang

Attorney-in-fact: ______________________________

Handled by: ____________________________________

Telephone: _____________________________________

Fax: ___________________________________________

Bank: __________________________________________

Bank Account: __________________________________

Grantor: China Everbright Bank, Shijiazhuang Sub-branch (the "Grantor")
Address: 118, Zhongshan East Road, Shijiazhuang
Zip Code: 05000

Legal Representative/Responsible Person: Jiang Fangming

Attorney-in-fact:

Handled by: Zhang Weibing

Telephone: 0311-88628602

Fax: 0311-88628628


                                        1



                                    CHAPTER I

                               GENERAL PROVISIONS

          In order to ensure the performance of the Comprehensive Credit
Agreement (No. Guang Shi Gong Wang Zong Shou Zi 2007 No.002) entered into by
Baoding Tianwei Yingli New Energy Resources Co., Ltd. (the "Grantee") and the
Grantor on February 1, 2007 ("Comprehensive Credit Agreement"), the Guarantee is
willing to provide a maximum amount guarantee with joint and several liability
to the Grantor for purposes of guaranteeing the Grantee's full satisfaction of
all of its indebtedness incurred under the Comprehensive Credit Agreement when
due.

          The Grantor has agreed to accept the guarantee provided by the
Guarantor after its review. Based on the principle of equality and mutual
benefits, in accordance with the relevant laws and regulations of the People's
Republic of China (the "PRC"), this contract (this "Contract") is hereby
formulated to provide for the rights and obligations of the Guarantor and
Grantor.

                                   CHAPTER II

                                   DEFINITIONS

          Article 1 As used in this Agreement, the following terms have the
meanings specified below, unless otherwise provided in the context or otherwise
interpreted as required hereunder:

          "Master Contract" shall mean each of the Comprehensive Credit
Agreement between the Guarantor and Grantor and the credit business contract or
agreement entered into by the Grantor and Grantee with respect to each specific
credit business pursuant to the Comprehensive Credit Agreement.

          "Credit Business Contract or Agreement " shall mean each credit
business contract or agreement entered into by the Grantor and Grantee with
respect to any on or off balance sheet credit extended by the Grantor to the
Grantee pursuant to the Comprehensive Credit Agreement, including, but not
limited to, loan, trade finance, discount, acceptance, letter of credit,
performance bond and guarantee in RMB and foreign currency (collectively,
"Specific Credit Business").


                                        2



                                   CHAPTER III

                TYPE AND AMOUNT OF THE PRINCIPAL CLAIM GUARANTEED

          Article 2 The principal claim guaranteed by the Guarantor shall be all
creditor's rights incurred under all Credit Business Contracts or Agreements
entered into by the Grantor and Grantee pursuant to the Comprehensive Credit
Agreement, and the maximum amount of the principal of the principal claim
guaranteed shall be the comprehensive credit line as agreed under the
Comprehensive Credit Agreement, i.e. Renminbi Fifty Million Yuan.

                                   CHAPTER IV

                                FORM OF GUARANTEE

          Article 3 The guarantee hereunder shall be a joint and several
liability guarantee.

                                    CHAPTER V

                               SCOPE OF GUARANTEE

          Article 4 The scope of guarantee hereunder shall cover: all principal
and interest of the principal claim, compound interest, commission, liquidated
damages, damages and fees for realization of creditors' rights (including
litigation fees, attorney's fees, notarization fees and enforcement fees) as
well as all other fees due that shall be repaid or paid by the Grantee to the
Grantor under the Master Contract (collectively, "Guaranteed Indebtedness").

          Article 5 The certificate of the Grantor that sets forth any
Guaranteed Indebtedness or any amount payable hereunder shall be conclusive
evidence of the creditor-debtor relationship of the parties binding upon the
Guarantor.

                                   CHAPTER VI

                 TIME LIMIT FOR THE GRANTEE TO PERFORM ITS DEBT

          Article 6 The time limit for the Guarantee to perform its debt shall
be the expiration date of the performance period during which the Grantee shall
have repaid the debts or made the payments as agreed in each Credit Business
Contract or Agreement under the Comprehensive Credit Agreement, or any date on
which any Credit Business Contract or Agreement becomes due prior to maturity
upon the occurrence of any event as provided under law or any event as agreed.


                                        3



                                   CHAPTER VII

                                GUARANTEE PERIOD

          Article 7 The guarantee period for each Specific Credit Business under
the credit agreement shall be calculated separately, which shall be two (2)
years from the expiration date of the Grantee's debt performance period as
agreed under the Credit Business Contract or Agreement (or the premature date in
the event that the Credit Business Contract or Agreement becomes due prior to
maturity upon the occurrence of any event as provided under law or any event as
agreed).

                                  CHAPTER VIII

                   DOCUMENTS TO BE SUBMITTED BY THE GUARANTOR

          Article 8 The Guarantor shall ensure that the Grantor shall have
received the following documents furnished by the Guarantor prior to the initial
use of the Specific Credit Business provided by the Grantor under the Master
Contract by the Grantee:

          1.   A original copy of this Contract effectively signed by the legal
               representative or attorney-in-fact of the Guarantor and sealed
               with the corporate seal;

          2.   Articles of Association of the Guarantor and the most recent
               inspected Enterprise Legal Person Business License or
               Institutional Legal Person Certificate showing that it has passed
               the annual inspection, or any other document certifying that the
               Guarantor is validly existing;

          3.   Financial statements or other materials certifying the
               creditworthiness of the Guarantor;

          4.   Resolutions of the Board of Directors or any other internal
               organization of the Guarantor that has the power to decide on the
               matters of this guarantee approving the provision of this
               guarantee by the Guarantor pursuant to this Contract;

          5.   Any other document as reasonably requested by the Grantor to be
               provided by the Guarantor.

          If any of the documents described above is provided in duplicate copy,
          the duplicate copy shall be sealed by the Guarantor with corporate
          seal confirming that such copy is true, complete and valid.


                                        4



                                   CHAPTER IX

                 REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR

          Article 9 The Guarantor hereby represents and warrants to the Grantor
as follows:

          1.   The Guarantor is a legal person entity/other organization
               incorporated and validly existing under the laws of the PRC with
               independent capacity for civil acts, and has all power,
               authorization and authority to bear civil liability to the extent
               of all of its assets and to carry out its business activities.

          2.   The Guarantor has full power, authorization and authority to
               execute this Contract and consummate the transactions
               contemplated hereby, and has taken or obtained all acts of a
               legal person and other actions and consents necessary for the
               execution and performance of this Contract. This Contract has
               been duly signed and sealed with corporate seal by the legal
               representative or attorney-in-fact of the Guarantor.

          3.   The Guarantor has carefully read and fully understood the content
               of this Contract and the Master Contract and is willing to
               execute and perform this Contract, and all expression of its
               intention set forth herein is true.

          4.   All documents, materials, statements and evidence provided by the
               Guarantor to the Grantor are accurate, true, complete and valid,
               and the duplicate copies of the documents provided are consistent
               with the originals thereof.

          5.   The Guarantor has obtained all governmental approvals and other
               party consents necessary for the execution of this Contract, and
               the execution and performance of this Contract by the Guarantor
               does not violate any legal person organization document/approval
               document (if any ) or any other contract or agreement to which it
               is a party. The guarantee hereunder is not subject to any
               restriction.

          6.   In order to ensure that this Contract is legal, valid and
               enforceable, the Guarantor shall or will have completed all
               necessary registrations, filings or notarization procedures.

          7.   This Contract is legal and valid and constitutes a legally
               binding obligation of the Guarantor.


                                        5



          8.   There are no actions, arbitrations or administrative proceedings
               involving the Guarantor or any of its material operating assets
               which would have a material adverse effect on the financial
               position of the Guarantor or its ability to perform its
               obligations hereunder.

          9.   No event of default has occurred or is continuing.

          Article 10 The representations and warranties of the Guarantor set
forth above shall at all times be accurate and true during the effective term
hereof, and the Guarantor shall provide any further documents from time to time
as requested by the Grantor.

                                    CHAPTER X

                              GUARANTOR'S COVENANTS

          Article 11 Prior to full satisfaction of the Guaranteed Indebtedness,
the Guarantor shall comply with the following terms:

          1.   The Guarantor shall immediately notify the Grantor of any of the
               following events:

          (i)  occurrence of any event of default;

          (ii) any action, arbitration or administrative proceeding involving
               the Guarantor or any of its material operating assets;

          (iii) deterioration of the financial position, winding-up, close-down,
               declared bankruptcy, dissolution, cancellation of business
               license/institutional legal person certificate or revocation of
               the Guarantor.

          2.   During the effective term hereof, so long as the Guaranteed
               Indebtedness has not been fully satisfied, without the prior
               written consent of the Grantor, the Guarantor shall not enter
               into any joint operation, contractual operation, lease, merger,
               split-off, joint-stock restructuring or make any arrangement with
               respect to any other change in operation model and ownership
               structure; provided that in the event that, pursuant to the
               requirements of operation or as required by any adjustment of any
               national policy or law, the Guarantor enters into any joint
               operation, contractual operation, lease, merger, split-off,
               joint-stock restructuring or effects any change in its operation
               model and ownership structure, the Guarantor shall obtain the


                                        6



               prior consent of the Grantor and make the arrangements
               satisfactory to the Grantee with respect to its liabilities and
               obligations with respect to the guarantee hereunder.

          3.   During the effective term hereof, so long as the Guaranteed
               Indebtedness has not been fully satisfied, without the prior
               written consent of the Grantor, the Guarantee shall not sell,
               transfer, divide or otherwise dispose any material operating
               assets.

          4.   During the effective term hereof and prior to full satisfaction
               of the Guaranteed Indebtedness, the Guarantor shall not exercise
               its right of recourse or make any claim against the Grantee with
               respect to any payment made by it on behalf of the Grantee to the
               Grantor or any other creditor's right that it might have against
               the Grantee.

          5.   During the effective term hereof, in the event that the Guarantor
               registers any change with the relevant administration of industry
               and commerce, it shall notify the Grantor within ten (10)
               business days after such change and deliver the duplicate copy of
               the relevant registration documents to the Grantor.

          6.   In the event that the Grantee fails to repay any Guaranteed
               Indebtedness that has become due and payable in a timely manner,
               the Guarantee shall, within seven (7) business days from the date
               on which the Guarantor has received the written payment notice
               from the Grantor, unconditionally repay such debt on behalf of
               the Grantee in the way as requested by the Grantor.

          7.   In the event that the Guarantor fails to make any payment
               hereunder in a timely manner as requested by the Grantor, the
               Grantor shall have the right to directly deduct such payment from
               any account opened by the Guarantor with the Grantor or any other
               branch of the Grantor without the prior consent of the Guarantor.

          8.   Upon request by the Grantor, the Guarantor shall immediately
               reimburse the Grantor or indemnify it against the following costs
               and losses:

          (i)  all costs and expenses incurred by the Grantor in connection with
               the realization of its rights hereunder (including attorney's
               fees, litigation fees, enforcement fees and all other
               out-of-pocket expenses).

          (ii) any other losses suffered by the Grantor resulting from any
               breach of this Contract by the Guarantor.


                                        7



                                   CHAPTER XI

                      NATURE AND EFFECTIVENESS OF GUARANTEE

          Article 12 This Contract is independent form the Master Contract. The
invalidity or revocation of the Master Contract for any reason shall have no
effect on the validity of this Contract or any obligation or liability of the
Guarantor hereunder. The joint and several liability of the Guarantor hereunder
shall be extended to the legal responsibilities of the Grantee upon
ineffectiveness of the Master Contract (including, but not limited to,
reimbursement and indemnification for losses).

          No consent of the Guarantor shall be required for any change in the
content of the Master Contract between the Grantor and Grantee, except for any
renewal of the principal claim or any increase of the amount of the principal
claim, and the Guarantor shall not be released from any of its liabilities with
respect to its guarantee hereunder. In the event of any renewal of the Master
Contract without the consent of the Guarantor, the Guarantor shall be
responsible for its liabilities with respect to the guarantee during the
original guarantee period. In the event that the parties to the Master Contract
have agreed to increase the amount of the Guaranteed Indebtedness without the
consent of the Guarantor, the Guarantor shall be responsible for its liabilities
with respect to the guarantee to the extent of the amount of the original
Guaranteed Indebtedness.

          Article 13 The guarantee created hereunder shall be independent from
any other guarantee obtained by the Grantor with respect to the Guaranteed
Indebtedness. The Grantor shall not be required to enforce any other guarantee
(whether for property or person) or take any other remedial measure against the
Grantee or any other third party before its exercise of the rights hereunder.

                                   CHAPTER XII

                                EVENTS OF DEFAULT

          Article 14 Any of the following events or circumstances shall
constitute an event of default by the Guarantor hereunder:

          1.   Any event of default under the Master Contract shall have
               occurred;

          2.   Any representation or warranty made by the Guarantor hereunder
               shall have been confirmed to be incorrect or untrue;


                                        8



          3.   Any provision of the Master Contract shall no longer be fully
               legal or valid for any reason, or terminated or limited for any
               reason;

          4.   The Guarantor shall have suspended or stopped business operation
               or is subject to bankruptcy, liquidation, close-down or any other
               similar proceeding, or an petition shall be filed seeking the
               bankruptcy or liquidation of the Guarantor, or the Guarantor
               shall be wound up or suspended as determined by the competent
               government authority;

          5.   Any action, arbitration or administrative proceeding shall have
               been brought against the Guarantor or any of its material
               operating assets;

          6.   The Guarantor shall have breached any of its other obligations
               hereunder, or any other event shall have occurred which, in the
               Grantor's opinion, would have a material adverse effect on any of
               its rights hereunder.

          Article 15 Upon the occurrence of any event of default set forth
above, the Grantor shall have the right to take one or more of the following
measures, as the case may be:

          1.   To take any remedial measure in the event of any breach that it
               may be entitled to take hereunder;

          2.   To request the Guarantor to bear its liabilities with respect to
               the guarantee hereunder as agreed herein;

          3.   To exercise any other security interest it may be entitled to
               with respect to the Guaranteed Indebtedness.

                                  CHAPTER XIII

                                OTHER AGREEMENTS

          Article 16 Without the prior consent of the Grantor, the Guarantor
shall not transfer or otherwise dispose any or all of its obligations hereunder.

          Article 17 Any grace period, preferential treatment or moratorium
granted by the Grantor to the Guarantor shall not affect, damage or limit any
right that the Grantor may be entitle to under this Contract, any law or
regulation; nor shall it operate as a waiver by the Grantor of any of its rights
or interests hereunder, or affect any responsibility or obligation of the
Guarantor hereunder.


                                        9



          Article 18 Any provision of this Contract or any content thereof held
to be invalid for any reason shall not affect the effectiveness of this Contract
and the remaining provisions of this Contract or any other content of such
provision.

          Article 19 The Grantor shall repay in full the Guaranteed Indebtedness
hereunder, and shall not make any claim of set-off or create any condition
thereto.

          Article 20 All notices and requests sent by the parties to each other
hereunder shall be in writing and sent to the respective parties at the
addresses or fax numbers first above written herein. In event of any change in
the address or fax number of any party, it shall promptly notify the other
party.

          Communications between the parties shall be deemed to have been given
or received (i) upon delivery if personally delivered, (ii) on the third (3rd)
day after delivery if delivered by the registered mail and (iii) at the time of
transmission if sent by facsimile; provided, however, that any document sent by
the Guarantor to the Grantor shall be deemed to have been given upon receipt by
the Grantor.

                                   CHAPTER XIV

                      GOVERNING LAW AND DISPUTE RESOLUTION

          Article 21 This Contract and any matter in connection herewith shall
be governed by, and construed in accordance with, the laws of the PRC.

          Article 22 Any dispute arising from or in connection with this
Contract shall be settled through friendly consultation between the parties. If
no settlement can be reached through such consultation, then any party may bring
an action before the People's Court in the jurisdiction in which the Grantor is
located.

                                   CHAPTER XV

           EFFECTIVENESS, DISCHARGE OF AND AMENDMENT TO THIS CONTRACT

          Article 23 This Contract shall become effective on the date on which
this Contract has been executed by the legal representatives or
attorney-in-facts of the Guarantor and the Grantor and sealed with corporate
seals.

          Article 24 This Contract may not be amended or discharged by any party
without authorization after this Contract comes into effect. Any amendment to or
discharge of this Contract shall be agreed by the Guarantor and Grantor by
entering into an instrument in writing


                                       10



upon consultation. Before entering into such written instrument, all provisions
of this Contract shall nevertheless remain in full force and effect.

                                   CHAPTER XVI

                                    EXHIBITS

          Article 25 The Guarantor and Grantor shall separately enter into a
written agreement with respect to any matter not addressed herein which shall be
attached hereto as an exhibit. The exhibits attached hereto shall be an integral
part of this Contract and have the same legal validity as the text of this
Contract.

          Article 26 The exhibits to this Contract are as follows:

          1.   [INFORMATION MISSING IN THE ORIGINAL DOCUMENT]

          2.   [INFORMATION MISSING IN THE ORIGINAL DOCUMENT]

                                  CHAPTER XVII

                                  MISCELLANEOUS

          Article 27 This Contract shall be executed in two (2) original copies
with each of the Guarantor and the Grantor holding one (1) copy, all of which
shall have the same legal validity.

          Article 28 The Guarantor and the Grantor have executed this Agreement
in Shijiazhuang on February 1, 2007.


                                       11



[SIGNATURE PAGE]

Guarantor (Seal):
Baoding Tianwei Baobian Electric Co., Ltd.

Legal Representative:


/s/ Ding Qiang
- -------------------------------------

(Seal)

In the presence of:


/s/ Zhang Weibing and Zhang Hong
- --------------------------------------
(or Attorney-in-fact)

     The seal has been verified by Li Ranran and Huang Yuying.

Grantor (Seal):


Legal Representative/Responsible Person:


/s/ Wang Chong
- -------------------------------------
(or Attorney-in-fact)


                                       12

EX-10.15

                                                                   EXHIBIT 10.15

                                                           [ENGLISH TRANSLATION]

                               GUARANTEE CONTRACT



                         Contract No: (2005) Eximbank (Jing Xinbao) Zi No. 15069

This Guarantee Contract is entered into by and between the following parties on
September __, [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] 2005:

Guarantor: Baoding Tianwei Baobian Electric Co., Ltd. (hereinafter referred to
as "Guarantor")

Legal Representative: Ding Qiang

Address: No. 28 Jingxiu Street, National High-tech Development District,
Baoding, Heibei

Mail Code: 071051

Tel: 0312-3308417

Fax: 0312-3230382

Lender: Export-Import Bank of China (hereinafter the "Lender")

Legal Representative: Li Ruogu

Address: No. 77 Beiheyan Avenue Dongcheng District, Beijing

Mail Code: 100009

Tel: 010-64099690

Fax: 010-64099687

Whereas, the Lender entered into a Loan Contract for Seller Credit in Export of
Normal Electromechanical Products and High-tech Products numbered as (2005)
Ex-Im Bank (Jing Xinhe) Zi No. 15069 (hereinafter the "Loan Contract") on
September __, [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] 2005 with Baoding
Tianwei Yingli New Energy Resources Co., Ltd. (hereinafter the "Borrower"), to
extend to the Borrower a loan in amount to (V) Y40 million yuan ((in words)
Renminbi forty million yuan) (X) US$ ((in words) US dollar ____ [INFORMATION
MISSING IN THE ORIGINAL DOCUMENT]) (the "Loan"). In accordance with the Loan
Contract, the Borrower shall obtain a third party's guarantee for its debt under
the Loan Contract and such guarantee is a precondition for the Lender to extend
aforesaid loan to the debtor. Upon discussion, the Lender and the Guarantor
agree to enter this Guarantee Contract.

     Article 1. The Guarantor agrees to provide joint-liability guarantee for
the debt of the Borrower under the Loan Contract in accordance with this
Guarantee Contract to guarantee (V) the whole debt of the Borrower under the
Loan Contract (X)__% [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] debt of the
Borrower under the Loan Contract, that is, the (V) Y (X) US$ forty million
principal and interest thereof of the Borrower under Loan Contract.

     Article 2. The secured scope of the Guarantor under this Guarantee includes
the following two items (hereinafter referred to as the "Debt"):

     a. the principal, interest (including statutory interest, promissory
interest and penalty interest), liquidated damage, compensation for damage and
expenses for enforcement of credit claim (including litigation fee, lawyer fee,
notarization fee and enforcement fee) that shall be repaid by the Borrower to
the Lender under the Loan Contract; and

     b. any other expense payable by the Borrower to the Lender under the Loan
Contract.


                                        1



     Article 3. In case that the Borrower fails to pay any payable Debt on time
(including but not limited to any amount payable by the Borrower when the Lender
announces earlier maturity of the Loan), the Guarantor shall, within fifteen
days upon receiving written payment notice from the Lender, unconditionally pay
such Debt in the manner as required by the Lender.

     Article 4. Unless there are any apparent error, any proof used by the
Lender to indicate any Debt or any payable amount under this Guarantee Contract
shall be the final evidence for the credit-debt relationship between the parties
and binding on the Guarantor.

     Article 5. Once upon request by the Lender, the Guarantor shall compensate
the following expenses and losses of the Lender:

     a. all expenses occurred by the Lender to implement its rights under this
Guarantee Contract; and

     b. any other losses caused to the Lender due to the Guarantor's breach of
any term of this Guarantee Contract.

     Article 6. If the Guarantor fails to pay any amount under this Guarantee
Contract on time as required by the Lender, the Lender shall have the right to
directly debit from any account of the Guarantor with the Lender or any branch
of the Lender's agent bank at any time, without previous consent of the
Guarantor.

     Article 7. The guarantee period under this Guarantee Contract is two years
commencing from the date when all debt paying deadline under the Loan Contract
matures.

     Article 8. The Guarantor and the Lender hereby specifically agree that in
the extent as allowed by law, if there is other security of property for the
credit claim secured by this Guarantee Contract, under any circumstance, the
Guarantor may not require the Lender to exercise the security of property.

     Article 9. The Guarantor makes the following representation to the Lender:

     a. the Guarantor is a enterprise legal person organized according to law
and existing validly and has independent legal person status. The Guarantor has
full qualification and rights to execute this Guarantee Contract and perform its
obligations under this Guarantee Contract;

     b. the Guarantor always operates its business in compliance with law and
has never taken any action that is beyond its business scope as confirmed by
industry and commerce administration authority;

     c. the Guarantor has carefully read and completely understood and accepted
the content of the Loan Contract and this Guarantee Contract; the Guarantor is
voluntary to execute and implement


                                        2



this Guarantee Contract and all of its intent expression is real;

     d. the Guarantor hereby specifically asserts that it has fully knowledge
that Headquarter Business Department of Export-Import Bank of China is
authorized by the Lender to be responsible for extension, collection of the Loan
and all matters related to management of the Loan. The Loan Contract is binding
directly on the Borrower and the Lender and this Guarantee Contract is binding
directly on the Guarantor and the Lender;

     (X) the Guarantor hereby specifically asserts that (X) Y (X) US$_______
[INFORMATION MISSING IN THE ORIGINAL DOCUMENT] of the Loan under the Loan
Contract is used to (X) repay the unpaid amount of the Borrower under the loan
contract (contract no: (__________) Ex-im Bank (Xinhe) Zi No. __________)
[INFORMATION MISSING IN THE ORIGINAL DOCUMENT] entered into by the Lender and
the Borrower on __, ____. [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] (X)
repay the bridge loan extended by (__________) Bank [INFORMATION MISSING IN THE
ORIGINAL DOCUMENT];

     e. the Guarantor confirms that corporate authorization necessary for
executing this Guarantee Contract on the party of the Guarantor has been
fulfilled and this Guarantee Contract has been validly signed by authorized
representative of the Guarantor;

     f. execution of this contract and performance of its obligations under this
Guarantee Contract by the Guarantor is not in violence of the following:

     1. articles of association of the Guarantor;

     2. any other agreements entered into by the Guarantor; or

     3. any law and regulation applicable to the Guarantor.

     g. this Guarantee Contract constitutes legal valid and legally binding
obligation of the Guarantor;

     h. the Guarantor is in good financial condition and has the ability to
provide guarantee for the Debt of the Borrower under the Loan Contract. Its
financial condition is not and will not be negatively affected by any
arbitration, litigation or administrative proceeding to be started;

     i. the financial reports provided by the Guarantor are prepared in
accordance with accounting principals enacted by the Ministry of Finance and
truly and properly reflect financial condition of the Guarantor in the year of
such statement. In addition, after the latest reporting date, the financial
condition of the Guarantor is not worsening; and

     j. all documents, materials, statements and certificates provided by the
Guarantor to the Lender are correct, true, complete and valid, and photocopies
of documents provided are consistent with the originals.

     Article 10. The Guarantor makes the following warranty to the Lender:

     a. until any Debt under the Loan Contract has been fully paid off, without
previous written


                                        3



consent of the Lender, the Guarantor may not take any contracting, leasing,
merger, split-up, joint-stock restructure or other changing arrangement of
operation and property right structure; if contracting, leasing, merger,
split-up, joint-stock restructure or otherwise changing of operation and
property right structure is necessary due to operation need or adjustment of
State policy or law, the Guarantor shall obtain consent of the Lender first and
make arrangement satisfactory to the Lender for its guarantee liability and
obligation under this Guarantee Contract;

     b. if the Guarantor makes any changing registration with the State industry
and commerce administration authority, it shall notify the Lender immediately
and furnish the Lender with the copy of relevant registration documents;

     c. until any Debt under the Loan Contract has been fully paid off, without
previous written consent of the Lender, the Guarantor may not make any change or
amendment to the its shareholding, articles of association or other corporate
documents that may materially affect its ability to guarantee under this
Guarantee Contract; and

     d. as long as there are any Debt of the Borrower under the Loan Contract
not paid off, without previous written consent of the Lender, the Guarantor may
not ask for recourse from or claim against the Borrower for any amount it has
paid to the Lender for the Borrower (including the Debt under the Guarantee
Contract and debt under other contracts).

     Article 11. This Guarantee Contract is a contract independent from the Loan
Contract. The invalidity or rescission of the Loan Contract due to any reason
will neither affect the effect of this Guarantee Contract, nor affect the
obligation and liability of the Guarantor under this Guarantee Contract. In
addition, this Guarantee Contract will not be invalid or rescinded due to the
invalidity or rescission of the Loan Contract.

     Article 12. If the Lender and the Borrower agree to make amendment to the
Loan Contract which extends the Loan, increases the amount of the Loan or
otherwise increases liability of the Guarantor, the Guarantor's written consent
shall be obtained in advance.

     Article 13. Without previous consent of the Guarantor, the Lender may
transfer the credit claim secured by this Guarantee Contract to any third party
and the Guarantor will continue bear guarantee liability in the original
guarantee scope.

     Article 14. Without consent of the Lender, the Guarantor shall not transfer
or otherwise dispose all or part of its liability or obligation under this
Guarantee Contract.

     Article 15. Under this Guarantee Contract, the Guarantor shall fully pay
any amount payable by it without any offsetting request or any accessory
condition.

     Article 16. Any tolerance, extension of deadline, preference or delay given
by the Lender for the Borrower's performance of its obligation under the Loan
Contract or the Guarantor's performance of its obligation under this Guarantee
Contract may not affect, harm or limit all rights


                                        4



of the Lender in accordance with this Guarantee Contract and laws or
regulations, may not be deemed as waiver of the Lender of its rights or
interests under this Guarantee Contract, nor may affect the liability and
obligation that the Guarantee shall bear under this Guarantee Contract.

     Article 17. This Guarantee Contract may be amended or supplemented upon
written agreement of both parties. Any amendment and supplementary to this
Guarantee Contract shall constitute a part of this Guarantee Contract.

     Article 18. The notices and requests sent by both parties of this Guarantee
Contract to each other and related to this Guarantee Contract shall be in
writing and sent to relevant party's address as set forth on the first page of
this Guarantee Contract. If any party changes its address, such party shall
notify the other at a timely basis.

     Article 19. This Guarantee Contract is governed by and construed according
to law of People's Republic of China.

     Article 20. All disagreements or disputes arising from performance of this
Guarantee Contract or relevant with this Guarantee Contract may be solved by
negotiation between the parties. In failure to negotiate, any party may sue to
people's court of Beijing having jurisdiction. The Guarantor agrees that
litigation arising from performance of this Guarantee Contract or relevant with
this Guarantee Contract may be brought to people's court of Beijing having
jurisdiction.

     Article 21. This Guarantee Contract shall come into effect upon signing and
stamping by both parties of the contract. This Guarantee Contract is executed in
four copies, two of which are kept by each of the Lender and the Guarantor
separately and each copy shall have the same legal effect.

Guarantor: Baoding Tianwei Baobian Electric Co., Ltd.
(corporate seal)

Legal Representative or authorized signer:


/s/ Jing Chongyou
- -------------------------------------

Lender: Export-Import Bank of China
(corporate seal)

Legal Representative or authorized signer:


/s/ Jiang Junhua
- -------------------------------------

Dated: September, 2005

Place: No. 77 Beiheyan Avenue, Dongcheng District, Beijing


                                        5

EX-10.16

                                                                   EXHIBIT 10.16

                                                           [ENGLISH TRANSLATION]

PREPARED UNDER THE SUPERVISION OF HUAXIA BANK HEADQUARTERS

                        MAXIMUM AMOUNT GUARANTEE CONTRACT

================================================================================

                   SHIJIAZHUANG BRANCH, HUAXIA BANK CO., LTD.



                        MAXIMUM AMOUNT GUARANTEE CONTRACT

                                                    No. : 0311006012005048 Bao 1

                           
Party A (Guarantor):          Baoding Tianwei Baobian Electric Co., Ltd.

Address:                      318 Jiangcheng Road, Baoding

Zip Code:                     071056

Legal Representative:         Ding Qiang

Telephone:                    0312-3308895

Fax:                          0312-3308895

Basic Account Opening Bank:   Industrial and Commercial Bank of China, Baoding
                              Sub-branch Office

Bank Account:                 0409003809221002578-002

Party B (Creditor):           Huaxia Bank Co., Ltd., Shijiazhuang Branch

Address:                      48, Zhongshan West Road

Zip Code:                     050000

Legal Representative/
Responsible Person:           Mo Rongfen

Telephone:                    87899120

Fax:




                                       1



          In accordance with the relevant provisions of the Guarantee Law of the
People's Republic of China, Party B will enter into several business contracts
with the debtor under the master contract (the "Master Contract"), Baoding
Tianwei Yingli New Energy Resources Co., Ltd. (the "Debtor"), during the period
set forth in this contract (this "Contract"), and Party A is willing to provide
a guarantee to Party B with respect to all creditor's rights under such business
contracts to the extent of the maximum amount of credit claim. Party A and Party
B hereby enter into this contract through consultation.

                                    ARTICLE I

        TYPE, AMOUNT AND PERIOD OF THE GUARANTEED PRINCIPAL CREDIT CLAIM

          1.1 The choice of the Master Contract under this Contract shall be as
follows:

     __________________ (No.:______) [INFORMATION MISSING IN THE ORIGINAL
     DOCUMENT] entered into by Party B and the Debtor, such contract and the
     specific business contracts thereunder shall constitute the Master Contract
     of this Contract.

     Several Letter of Credit Issuance Contracts and Loan Contracts entered into
     by Party B and the Debtor during the period set forth herein shall
     constitute the Master Contract of this Contract.

          1.2 The business type of the principal credit claim guaranteed by
Party A shall be the same as set forth in the Master Contract.

          1.3 The maximum amount of the principal of the principal credit claim
guaranteed hereunder shall be in Renminbi (currency) Thirty Eight Million Yuan
(in words) (among which, the business amount in any other currency shall be
converted based on the exchange rate quoted by Party B on the occurrence date of
such business).

          1.4 The execution date for any specific business contract guaranteed
hereunder shall be from August 24, 2005 to August 23, 2006.

          1.5 The Debtor's debt performance period shall be within the meaning
set forth in the Master Contract. If Debtor repay its debt in installments
pursuant to the Master Contract, the maturity date for each debt shall be the
expiration date of the performance period of such debt; If the Creditor declares
pursuant to the Master Contract that any debt becomes mature prior to its
maturity date, the premature date shall be the expiration date of the
performance period of such debt.


                                       2



                                   ARTICLE II

                               SCOPE OF GUARANTEE

          2.1 The scope of guarantee provided by Party shall cover the principal
and interest of the credit claim under the Master contract, default interest,
fine, compound interest, liquidated damages, damages, expenses incurred in
connection with the realization of the credit claim by Party B (including, but
not limited to, litigation fees, arbitration fees, preservation fees, public
announcement fees, evaluation fees, appraisal fees, auction fees, travel
expenses, telecommunication expenses and attorney's fees) and all other fees
payable by the Debtor.

                                   ARTICLE III

                                FORM OF GUARANTEE

          3.1 The guarantee provided by Party A shall be a joint and several
liability guarantee. In the event that the Debtor fails to perform its repayment
obligation under the Master Contract, Party B shall have the right to directly
seek indemnification from Party A, and Party A shall immediately satisfy the
credit claim under the Master Contract to Party B.

                                   ARTICLE IV

                                GUARANTEE PERIOD

          4.1 The guarantee period for Party A to bear its liabilities shall be
two (2) years, i.e., two (2) years from the expiration date of the debt
performance period of the Debtor set forth in the Master Contract. The guarantee
period under each business contract (or agreement) shall be calculated
separately.

          4.2 The "expiration date of the debt performance period of the Debtor
set forth in the Master Contract" described above shall include the maturity
date in the case of repayment of debt in installments by the Debtor; and the
debt premature date declared by the Creditor pursuant to the Master Contract.

          4.3 If the business contemplated by the Master Contract is letter of
credit, bank acceptance draft, guarantee or guarantee for delivery of goods, the
guarantee period shall be two (2)


                                       3



years from the advance date; if the advance is made in installments, the
guarantee period shall be calculated from each advance date.

                                    ARTICLE V

                        PARTY A'S RIGHTS AND OBLIGATIONS

          5.1 Party A is a legal entity incorporated and validly existing in
accordance with law, has the capacity to act as guarantee and make repayment on
behalf of the debtor as provided in law, and is will to bear and perform the
liabilities under the guarantee to the extent of the assets owned by it or of
which it has the right to dispose.

          5.2 Party A hereby guarantees that the execution of this Contract has
been approved by its superior competent authority or the power organ of the
company, such as the Board of Directors, and it has obtained all necessary
authorization.

          5.3 Party A hereby guarantees that the execution and performance of
this Contract does not violate any stipulations or provisions by which Party A
or any of its assets is bound, any guarantee agreement or other agreement
between Party A and any other party, or any other instrument, agreement or
covenant by which Party A is bound.

          5.4 All documents and materials provided by Party A to Party B shall
be true, accurate, legal and effective.

          5.5 Party A is aware of and consents to all provisions of the Master
contract, and is will to provide the guarantee to the Debtor and guarantees that
it will perform the repayment obligation on behalf of the Debtor pursuant to
this Contract.

          5.6 If the Master Contract covered by this Contract is a Bank
Acceptance Agreement, Party A guarantees that Party A's guarantee liabilities to
Party B hereunder shall not be affected by any dispute relevant or irrelevant to
any notes between the Debtor and the holder, endorser or any other party of the
acceptance draft.

          5.7 In the event that there is any guarantee under the Master Contract
other than the guarantee provided hereunder, Party A's guarantee liabilities to
Party B shall not be affected, or released or reduced, by the guarantee provided
by any other guarantor, nor will Party A's performance of such guarantee
liabilities be subject to any claim made or litigation/arbitration/enforcement
brought by Party B against any other guarantor.

          5.8 Party A hereby guarantees that it will not provide any guarantee
in any other form to any third party beyond its guarantee capacity during the
effective term hereof.

          5.9 Party A hereby guarantees that, during the effective term hereof,
it shall provide its financial statements, including balance sheet and
statements of income and cash flow,


                                       4



upon request by Party B, and accept the investigation and supervision of its
operation activities and financial position by Party B.

          5.10 During the effective term hereof, in the event of any change in
its operation model, nature or legal status, such as contractual operation,
lease, custody, asset restructuring, debt restructuring, joint-stock
restructuring, joint operation, merger (or consolidation), split-off, title
transfer of consideration, joint venture (or cooperation), decrease in
registered capital, or petition for winding-up, dissolution (or revocation) or
bankruptcy, Party A shall notify Party B in writing at least thirty (30) days
prior to such change, and bear all liabilities under the guarantee set forth
herein;

          5.11 During the effective term hereof, in the event of any change in
its nature or legal status, such as declaration of winding-up, close-down,
dissolution (revocation) or petition for bankruptcy, or any other circumstance
that would have an adverse effect on its normal operation or deprive it of its
guarantee capacity, Party A shall notify Party B in writing at least three (3)
days prior to such change;

          5.12 Party A shall notify Party B of any change in its address, name
or legal representative within seven (7) days after such change.

                                   ARTICLE VI

                        PARTY B'S RIGHTS AND OBLIGATIONS

          6.1 Party B shall have the right to request, from time to time, Party
A to provide its financial reports, financial statements and other materials
reflecting its operation situation and creditworthiness.

          6.2 In the event that the Debtor fails to make any repayment upon
expiration of the debt performance period set forth in the Master Contract
(including the expiration of each debt due in installments comprising the
principal credit claim or premature date of the debt which has been declared
mature by the Creditor prior to its maturity), Party B shall have the right to
request Party A to bear the joint and several liabilities under the guarantee
pursuant to this Contract.

          6.3 In the event that Party B has any other guarantee over the credit
claim under the Master Contract, Party B shall have the right to first exercise
its rights hereunder, and request Party A to bear its joint and several
liabilities under the guarantee.

          6.4 In the event that Party A fails to bear its liabilities pursuant
to this Contract, Party B shall have the right to directly deduct and collect
any amount payable by Party A from the account opened by Party A with any
business organization of Huaxia Bank. In the event of any such deduction from
Party A's account by Party B, if the currency of such account is different from
that of the principal credit claim, the amount concerned shall be converted
based on the exchange


                                       5



rate published by Party B on the date on which such deduction has been made.

          6.5 Party B shall not be required to notify Party A of its execution
of any specific business contract (agreement) with the Debtor.

                                  ARTICLE VII

                              LIABILITY FOR BREACH

          7.1 Upon effectiveness of this Contract, Party A and Party B shall
perform their obligations under this Contract. In the event that any party fails
to perform, in whole or in part, any obligation provided hereunder, such party
shall be liable for the relevant breach and indemnify the other party against
any losses suffered by the other party.

                                  ARTICLE VIII

                            EFFECTIVENESS OF CONTRACT

          8.1 This Contract shall become effective on the date on which the
parties have executed this Contract.

          8.2 The validity of this Contract shall be independent from the
validity of the Master Contract. This Contract shall not be invalid as a result
of the invalidity of the Master Contract. If the Master Contract is held
invalid, Party A shall be liable for any indebtedness incurred in connection
with the return of property or indemnification for damages by the Debtor.

                                   ARTICLE IX

                     AMENDMENT TO AND DISCHARGE OF CONTRACT

          9.1 Upon effectiveness of this Contract, neither Party A nor Party B
shall amend or discharge this Contract without authorization.

          9.2 Party B and the Debtor may amend the Master Contract without the
consent of Party A, except for any renewal thereof or any increase in the amount
of the principal credit claim.

          9.3 In the event that the principal credit claim under this Contract
falls into the category of advance payment by letter of credit, Party A hereby
confirms that, if the applicant of the letter of credit and Party B agree to
amend the letter of credit, and the amount under the


                                       6



amended letter of credit (excluding interest, liquidated damages, damages and
other relevant expenses) does not exceed the sum of the amount of the letter of
credit and exceeded amount provided under the relevant Master Contract, such
amendment shall be deemed to have been approved by Party A ( regardless of any
change whatsoever in the amount or any other provision of the letter of credit),
this Contract shall remain valid, and Party A shall continue to bear its several
and joint liabilities under the guarantee.

                                    ARTICLE X

                               DISPUTE RESOLUTION

          10.1 Any dispute arising from the performance of this Contract shall
be settled through consultation. If no settlement can be reached through such
consultation, the parties may choose the following method to solve such dispute:

     to bring an action before the People's Court in the jurisdiction in which
     Party B is located.

     to submit the dispute to _____________ [INFORMATION MISSING IN THE ORIGINAL
     DOCUMENT] arbitration commission for arbitration.

                                   ARTICLE XI

                                  MISCELLANEOUS

          11.1 During the effective term hereof, if Party B has not been
notified in writing of the change in Party A's legal person name, legal
representative or address, all instruments sent to Party A by Party B based on
the information set forth herein shall be deemed to have been sent and given.

          11.2 Other matters as agreed by the parties:

          This guarantee shall not be affected by any amendment, supplement or
change to any loan contract by the borrower and lender, so long as there is no
increase in the amount guaranteed by the guarantor.

          11.3 This Contract shall be prepared in five copies with Party A
holding one (1) copy, Party B holding two (2) copies and the borrower holding
two (2) copies, all of which shall have equal legal validity.

          11.4 The relevant exhibits to this Contract shall be a part of this
Contract, and shall have the same legal validity as this Contract.


                                       7



          11.5 Party B has taken reasonable measures to draw the attention of
Party A to the terms hereof with respect to the release or restriction of its
liabilities, and has given a full explanation of the relevant terms at the
request of Party A; and Party A and Party B have no different opinions as to the
understanding of all terms hereof.

Party A: Baoding Tianwei Baobian
         Electric Co., Ltd.             (Seal)


Legal Representative:                   /s/ Jing Chongyou
(or Attorney-in-fact)                   ----------------------------------------
                                        (Signature)

September 6, 2005


Party B Huaxia Bank Co., Ltd.,
        Shijiazhuang Branch

Legal Representative/
Chief Responsible Person:               /s/ Mo Chongfen
(or Attorney-in-fact)                   ----------------------------------------
                                        (Signature or Seal)

September 6, 2005


                                       8

EX-10.17

                                                                   EXHIBIT 10.17

                                                           [ENGLISH TRANSLATION]

                        MAXIMUM AMOUNT GUARANTEE CONTRACT

                No.: 2006 Bao Zhong Yin Yu Xin Gong Bao Zi No.004



                        MAXIMUM AMOUNT GUARANTEE CONTRACT

Guarantor:                         Baoding Tianwei Group Co., Ltd.
                                   (the "Guarantor")

Enterprise Legal Person Business
License No.:                       1306051000126

Legal Representative/Responsible
Person:                            Ding Qiang

Bank and Bank Account:             Bank of China 37601639308093001

Address:                           158, Chaoyang North Road, Baoding

Contact Information:               3309036

Creditor:                          Bank of China Limited, Baoding Yuhua
                                   Sub-branch

Legal Representative/Responsible
Person:                            Zhou Yanming

Address:                           339, Yuhua West Road, Baoding

Contact Information:               2023730

          In order to ensure the practical performance of the obligations of the
Debtor (as defined below) under several Master Contracts (as defined below)
entered into or will be entered into by Baoding Tianwei Yingli New Energy
Resources Co., Ltd. (the "Debtor") and Baoding Yuhua Sub-branch, Bank of China
Limited (the "Creditor") from December 20, 2006 to December 20, 2007, the
Guarantor is willing to provide this guarantee (the "Guarantee") to the
Creditor. The parties hereby agree to enter into this contract (this "Contract")
through equal consultation.

          Article 1 Representations and Warranties

          The Guarantor hereby represents and warrants as follows:


                                       1



          1.   The Guarantor has the capacity of acting as a guarantor in
               accordance with the laws of the People's Republic of China (the
               "PRC"), and has the power to bear the liabilities with respect to
               the Guarantee.

          2.   The Guarantor has fully understood the content of the Master
               Contract, and is willing to provide the Guarantee to the Debtor.
               All expression of its intention is true. The execution by its
               legal representative or authorized signatory has been authorized
               in accordance with law.

          3.   All documents, materials, statements and evidence provided by the
               Guarantor to the Creditor are accurate, true, complete and valid.

          4.   The Guarantor shall notify the Creditor of any change in title or
               operation model in any form occurred during the guarantee period
               in advance; provided, however, that the Guarantor shall not be
               released from any its liabilities with respect to the Guarantee
               as a result of such change.

          5.   The Guarantor shall promptly notify the Creditor of any
               registration for establishment, change or cancellation with the
               relevant administration of industry and commerce of the PRC and
               send a copy of the relevant registration to the Creditor.

          Article 2 Relationship between the Guarantee Contract and the Master
Contract

          This Contract shall be an independent guarantee. If the Master
Contract becomes invalid or revocable for any reason, the validity of this
Contract shall not be affected. In such event, this Contract shall remain valid,
and the Guarantor shall remain liable to the Creditor under the Guarantee. The
Master Contract shall mean any credit agreement covered by this Contract or any
borrowing contract formulated during the period set forth herein.

          If the Master Contract has been discharged by the parties thereto or
becomes due prematurely, this Contract shall nevertheless remain in force and
effect, and the Guarantor shall be liable for any and all damages to the Debtor
attributable to the Debtor to the extent of the Guarantee.

          No consent of the Guarantor shall be required for any change in the
content of the Master Contract between the parties, except for any renewal or
any increase of the credit line, and the Guarantor shall be liable under the
Guarantee to the extent of the amended scope of guarantee. In the event of any
renewal of the Master Contract without the consent of the Guarantor, the
Guarantor shall be liable under the Guarantee during the original guarantee
period. In the event of any increase of the credit line by the parties to the
Master Contract without the consent of the


                                       2



Guarantor, the Guarantor shall be liable to the extent of the original credit
line under the Guarantee.

          Article 3 Scope of Guarantee

          The credit claim guaranteed hereunder shall be all indebtedness
incurred between the Creditor and the Debtor from December 20, 2006 to December
20, 2007, with a credit line not exceeding 120,000,000 Yuan (including up to
RMB54 million in shore-term borrowing, up to US$3.3 million in shore-term
borrowing and up to RMB40 million in trade financing).

          The scope of guarantee hereunder shall cover the principal and
interest on the indebtedness incurred under the Master Contract (including
statutory interest, agreed interest, compound interest and default interest),
liquidates damages, damages, expenses in connection with the realization of
creditor's rights (including litigation fees, attorney's fees, notarization fees
and enforcement fees), losses of the Creditor arising out of any breach by the
Debtor and all other fees payable.

          Article 4 Form of Guarantee

          The Guarantee under this Contract shall be a joint and several
liability guarantee.

          In the event that the Debtor fails to make any payment pursuant to the
Master Contract on the due payment date or prepayment date set forth therein,
the Guarantor shall perform its guarantee obligations. The Creditor hereby
specially points out that the "due payment date" referred to herein shall be the
interest payment date, principal payment date indicated in each repayment plan
or receipt for loan set forth in the Master Contract or any date on which the
Debtor shall make any payment to the Creditor pursuant thereto. The "prepayment
date" referred to herein shall mean the prepayment date proposed by the Debtor
and agreed by the Creditor or any date on which the Creditor requests to call in
the loan from the Debtor pursuant to the provisions of the contract before its
maturity.

          In the event of any failure by the Debtor to make any repayment
pursuant to the contract as provided in the first paragraph of this Article, the
Guarantor shall remit any amount that has been requested to be paid in the
notice given by the Creditor to it to an account designated by the Creditor. Any
notice given by the Creditor shall be in writing and be sent by any of the
following ways:

          1.   Registered mail;

          2.   Express courier;


                                       3



          3.   Personal Delivery;

          4.   Fax.

          Upon receipt of the notice described above, the Guarantor shall
promptly pay the amount requested to be paid in such notice, and shall not
require any exemption from or delay in payment for any reason.

          Article 5 Guarantee Period

          The guarantee period hereunder shall be two (2) years commencing on
the effective date hereof and ending on the expiration date of the performance
period of the last repayment (or two (2) years commencing on the effective date
of the loan contract for the first borrowing and ending on the expiration date
of performance period of the last repayment under all loan contracts).

          Article 6 Liability for Breach

          Any of the following events shall constitute a breach under this
Contract:

          1.   Any fraudulent misrepresentation made by the Guarantor in
               violation of Article 1 hereof or any breach of the covenants by
               the Guarantor;

          2.   Any failure by the Guarantor to repay any indebtedness of the
               Debtor in a timely manner pursuant to Article 4 hereof;

          3.   In the event of invalidity of this Contract attributable to the
               Guarantor, the Guarantor shall be jointly and severally liable
               within the scope of guarantee hereunder.

          In the event of any breach by the Guarantor, the Creditor shall have
the right to take one or more of the following measures:

          1.   To discharge the loan contract or any other credit contract with
               the Guarantor or to declare that such contract has expired prior
               to maturity;

          2.   To require the Guarantor to indemnify it against all direct and
               indirect losses suffered by it resulting from any breach by the
               Guarantor, including, but not limited to, any losses of the
               principal, interest and expenses incurred by the Creditor under
               the Master Contract;

          3.   To set off any funds of the Guarantor in its accounts with the
               Creditor and


                                       4



               any other institution of Bank of China or any credit claim that
               the Guarantor may have against the Creditor and any other
               institution of Bank of China, against the guaranteed credit
               claim, only by giving notice.

          Article 7 Set-off and Reservation of Right

          The Guarantor shall pay off all indebtedness within the scope of
guarantee hereunder, and shall not claim any right of set-off except as agreed
by the Creditor.

          Any indulgence, grace period or preferential treatment granted by the
Creditor to the Guarantor or any delay in exercising any of its rights
hereunder, shall not affect, damage or limit any right that the Creditor shall
be entitle to under this Contract or law; nor shall it operate as a waiver by
the Creditor of any of its rights or interests hereunder, or release any
obligation of the Guarantor hereunder.

          The Guarantor hereby undertakes that its performance of its liability
under the Guarantee shall not be subject to the prior exercise of the security
interest by the Creditor under the Master Contract.

          Article 8 Amendment to and Discharge and Interpretation of this
Contract

          This Contract may be amended, supplemented or discharged by agreement
of the parties. Any amendment or supplement to this Contract shall constitute an
integral part of this Contract.

          Any matters not addressed herein shall be interpreted or handled in
accordance with the relevant terms of the Master Contract guaranteed by this
Contract.

          The invalidity of any provision of this Contract shall not affect the
validity of the remaining provisions.

          Article 9 Governing Law, Dispute Resolution and Jurisdiction

          This Contract shall be governed by the laws of the PRC.

          Any dispute arising from the performance of this Contract shall be
settled through consultation between the parties. If no settlement can be
reached through such consultation, then an action may be brought before the
People's Court in the jurisdiction in which the Creditor is located and settled
through judicial procedures.


                                       5




          All costs incurred in connection with the litigation or arbitration,
including, but not limited to, litigation fees, enforcement fees and attorney's
fees, shall be born by the Guarantor, unless otherwise provided in the court's
decision or the arbitration commission's award.

          Article 10 Effectiveness of This Contract

          This Contract shall become effective after it has been signed and
sealed by the parties.

          This Contract shall be executed in two (2) original copies with the
parties on the one hand and the Debtor on the other each holding one (1) copy,
all of which shall have the same legal validity.


Guarantor:                              Creditor:
           (Corporate Seal)                       (Corporate Seal)

Baoding Tianwei Group Co., Ltd.         Bank of China Limited, Baoding Yuhua
                                        Sub-branch


Legal Representative/                   Legal Representative/
Responsible Person:                     Responsible Person:


/s/ Ding Qiang                          /s/ Zhang Minghua
- -------------------------------------   ----------------------------------------
December 20, 2006                       December 20, 2006


                                       6

EX-10.18

                                                                   EXHIBIT 10.18

                                                           [ENGLISH TRANSLATION]

                    BAODING YITONGGUANGFU TECHNICAL CO., LTD.
                             PRODUCT SUPPLY CONTRACT

Party A (Seller): Baoding Yitongguangfu Technical Co., Ltd.
Party B (Buyer): Baoding Tianwei Yingli New Energy Resources Co., Ltd.

                                                            Contract No.: 200601
                                                         Dated: January 12, 2006

Upon friendly consultation, in accordance with the Contract Law of PRC, Party A
and Party B enter into this Contract with respect to sale of the following
products manufactured by Party A:

I.   Name, Trademark, Specification, Quantity, Price and Time of Delivery of the
     products:



                Specification                                     Unit Price
     Name            (cm)         Unit           Quantity            (RMB)          Total Price
     ----       -------------   --------   --------------------   ----------   --------------------
                                                                
Welding Strip     0.2 X 2       kilogram   [INFORMATION MISSING    238         [INFORMATION MISSING
                                           IN THE ORIGINAL                     IN THE ORIGINAL
                                           DOCUMENT]                           DOCUMENT]

Welding Strip     0.24 X 2.5    kilogram   [INFORMATION MISSING    233         [INFORMATION MISSING
                                           IN THE ORIGINAL                     IN THE ORIGINAL
                                           DOCUMENT]                           DOCUMENT]

   Bus Bar        0.24 X 3.8    kilogram   [INFORMATION MISSING    218         [INFORMATION MISSING
                                           IN THE ORIGINAL                     IN THE ORIGINAL
                                           DOCUMENT]                           DOCUMENT]


II.  Place and Way of Delivery: warehouse of Party B

III. Transportation and Arrival Station (port) and Bearing of Expenses: Party A
     shall take responsibility.

IV.  Package Standard and Reclamation of wrappers: welding strips shall be
     packed in paper boxes. Party B shall be responsible for collection and
     preservation of wrappers while Party A shall be responsible for reclamation
     of wrappers periodically.

V.   Modes of Payment: payment shall be made after the products pass the
     acceptance examination.

VI.  Settlement of Disputes Concerning Acceptance Examination of Products: In
     case that Party B raises any dispute concerning the quality during
     acceptance examination or application of technology after receiving
     products of Party A, after receiving such quality dispute from Party B,
     Party A shall immediately take relevant measures to settle such dispute
     promptly.

VII. Breach of Contract: in case that the name, model, specification or quality
     of the products delivered by Party A is not as provided by this Contract
     and Party B agrees to use such products, the price shall be determined on
     the basis of quality. If Party B cannot use such


                                       1



     products, Party A shall be responsible for changing or repairing, as the
     case may be, and bear out-of-pocket expense paid for repairing, changing or
     returning.

VIII. Settlement of Disputes under this Contract: Disputes arising from this
     Contract shall be resolved by friendly discussion between the Parties.

IX.  Miscellaneous:

1.   Any party shall notify the other party existence of any force majeure event
     on a timely basis and such event shall be resolved through discussion
     between the Parties.

2.   The weight of the products shall be consistent with weight measuring result
     inside Party A and detailed label shall be provided. In case that Party B
     finds any short-weight after receiving the products and such difference is
     beyond allowed reasonable range of +/-0.2%, the parties shall resolve this
     through discussion.

     3. This Contract is executed with two originals, each of which shall be
     held by one party. The Contract shall be effective after the date when both
     parties sign and stamp on this Contract. The expiry date is ______________,
     _____ [INFORMATION MISSING IN THE ORIGINAL DOCUMENT].

4.   The Contract shall be effective after both parties sign and stamp on this
     Contract. Within the term of this Contract, unless both parties achieve
     mutual agreement or there is any other statute reason, any party may not
     amend or terminate this Contract. Any matter that is not provided in this
     Contract shall be supplemented upon mutual discussion of both parties. Such
     supplementary shall be of the same effect as this Contract.

Party A
Name: Baoding Yitongguangfu Technical Co., Ltd.
Address: No. 25 Power Plant Road, High-tech District, Baoding

Legal representative (representative):


/s/ Ke Wang
- -------------------------------
(corporate seal)

Tel: 0312-3100590
Fax: 0312-3100590
Bank: Commercial and Industrial Bank of China, Guangji Road Branch
Account: 0409001809249086627

Party B
Name: Baoding Tianwei Yingli New Energy Resources Co., Ltd.
Address: __________________________________________________

Legal representative (representative):


/s/ Qing Chen
- -------------------------------
(corporate seal)

Tel: __________________________
Fax: __________________________
Bank: _________________________
Account: ______________________


                                       2

EX-10.19

                                                                   EXHIBIT 10.19

                                                           [ENGLISH TRANSLATION]

                          SPORTS GROUND LAYING CONTRACT

I.   Parties to the Contract

     Party A: Baoding Tianwei Yingli New Energy Resources Co., Ltd.

     Party B: Baoding Yingli Municipal Public Facilities Company

II.  Specifications, Engineering Quantity and Price (to be calculated based on
     the actual area after the completion of construction)



                                        Thickness                    Area     Unit Price    Total Price
        Project Name                      (mm)          Color       (m(2))   (Yuan/ m(2))     (Yuan)
        ------------                    ---------   -------------   ------   ------------   -----------
                                                                             
Polyurethane Plastic Basketball Court       8       Red and Green     608         135          82080
   (Granular Resin Coat)

Total [INFORMATION MISSING IN THE
   ORIGINAL DOCUMENT]


III. Project Schedule:

     Based on the situation of the foundation (whether suitable for plastic coat
     laying), _________ [INFORMATION MISSING IN THE ORIGINAL DOCUMENT] will
     access the site, and complete the construction within twelve (12) effective
     calendar days (any day on which the work has been stopped as a result of
     rain, damp weather, noncompliant foundation shall be deemed as an
     ineffective calendar day).

IV.  Quality Requirements:

     The project shall be in compliance with the national standard GB/T14833-93
     to allow standard sample acceptance, and the construction shall be carried
     out in strict compliance with the Construction Organization and Design
     Plan.

V.   Warranty Period

     The warranty service shall be made available with respect to the plastic
     sports ground under proper use free of charge for three (3) years after the
     completion of construction; in the event of any improper use or any other
     damage, the maintenance fees shall be collected at cost; and lifetime
     maintenance is available.


                                       1



     Party B shall be responsible for renovating the plastic coat in the event
     of any quality problems (except as caused by the foundation), such as
     fading or cracking.

VI.  Payment Terms

     1. Upon execution of this contract, Party A shall pay 30% of the total
     project payment as down payment to Party B; Upon delivery of the materials
     to the construction site, Party A shall another 30% of the total project
     payment to Party B; Upon completion of laying of bottom plastic, Party A
     shall 20% of the total project payment to Party B; Upon completion of
     construction, Party A shall organize the acceptance and once the project
     has passed the acceptance test, Party A shall pay up the total project
     payment. (A quality assurance deposit equal to 5% of the total amount
     calculated based on the actual area after the completion of construction
     shall be retained and be paid in full at one time one (1) thereafter during
     which there shall have been no qualities problems).

     2. Party A shall organize the acceptance within three (3) days after the
     completion of construction. The ground shall not be used prior to the
     acceptance, and the acceptance shall be deemed by Party B to have been
     completed in accordance with the quality requirements of Party A once the
     ground has been used.

VII. Responsibilities and Duties of the Parties

     Party A:

     1.   To provide or confirm the construction drawings and the relevant
          materials relating to the site; and provide qualified foundation.

     2.   To provide water and electricity free of charge and facilitate the
          construction.

     3.   To organize the maintenance of construction site; and organize the
          acceptance of the project in a timely manner.

     Party B:

     1.   To ensure the construction progress as agreed in the contract.

     2.   To carry out the safe and civilized construction in accordance with
          the design and process requirements.

     3.   To implement a product return visit system and perform good
          after-sales work.

VIII. Liability for Breach

     1. Party A and Party B shall strictly implement this contract upon
     effectiveness thereof. Neither Party A nor Party B may terminate this
     contract at


                                       2



     its sole discretion; otherwise the terminating party shall pay 20% of the
     total contract price to the other party as compensation.

     2. In the event that Party A fails to make any payment on the date provided
     herein, it shall pay 0.1% of the total contract price for each day on which
     such payment has been delayed to Party B as compensation.

     3. In the event that Party B fails to complete construction according to
     the construction schedule, it shall pay 0.1% of the total contract price
     for each day on which such construction has been delayed to Party A as
     compensation.

IX.  Project Site:

X.   This contract shall be executed in two (2) original copies, and come into
     effect on the date on which this contract has been signed and sealed by
     Party A and Party B.

XI.  Anything not addressed herein shall be solved by Party A and Party B
     through consultation.

Party A                                 Party B

Name (Seal):                            Name (Seal):
Baoding Tianwei Yingli                  Baoding Yingli Municipal Public
New Energy Resources Co., Ltd.          Facilities Company
Address: ____________________________   Address: 722 Cuiyuan Street, Baoding
                                                 High-tech Industrial
                                                 Development Zone
Attorney-in-fact:                       Attorney-in-fact:


/s/ Wang Junqing                        /s/ Di Limei
- -------------------------------------   ----------------------------------------
Telephone: __________________________   Telephone: 0312-3118830
Bank: _______________________________   Bank: Baoding Jianhua Sub-branch, ADBC
Bank Account: _______________________   Bank Account: 50-580101040005393

                         Date of Execution: May 15, 2006


                                       3



                             PURCHASE ORDER CONTRACT
               BAODING YINGLI MUNICIPAL PUBLIC FACILITIES COMPANY

Purchaser: Baoding Tianwei Yingli New Energy Resources Co., Ltd.



   No.         Description of Product       Specification            Quantity               Unit       Unit Price   Amount   Remarks
   ---      ---------------------------   ----------------   ------------------------   ------------   ----------   ------   -------
                                                                                                        
01          Standard Basketball Stand                                     2                 set            5400      10800

02          Plastic Net                                                  85                 m(2)            110       9350

03          Reflective Fence                                             12                 piece            75        900

04          Warning Board                                                 1                 piece           480        480

RMB         (in Words) Twenty One Thousand Five Hundred and Thirty Yuan

Agreed      Time of Delivery              Prior to September 10, 2006
Proposal
            Payment Terms                 Payment shall be made upon arrival and acceptance of the goods.

            Note                          Warranty Period: One Year.

            Transportation Site                              Select Transportation      Automobile [X], Train, Plane, Ship,
                                                             Method                     Express Delivery

Consignee                                                    Consignee'
                                                             Telephone No.

Notes: 1.   This Contract shall be executed in two original copies with each of the purchaser and the supplier
            holding one copy thereof.

       2.   This contract shall come into effect once signed and sealed by the parties, and shall be
            terminated upon completion of implementation thereof and after the goods have been delivered and
            the payment has been made.

       3.   Invoice                                          VAT Invoice


       4.   Representative of Purchaser   /s/ Wang Junqing   Representative of Seller   /s/ Di Limei
                                          ----------------                              ------------

       5.   Telephone                                        Cell Phone

       6.   Address                                          Address                    3055 Fuxing Zhong Road, High-tech
                                                                                        Industrial  Development Zone


                                      Contract Execution Date: September 8, 2006
             Baoding Yingli Municipal Public Facilities Company (Corporate Seal)

Company's Telephone: 0312-3118830 3394340
Bank: Jianhua Sub-branch, Agricultural Development Bank of China (ADBC)
Bank Account: 50-580101040005393


                                        4



                             PURCHASE ORDER CONTRACT
               BAODING YINGLI MUNICIPAL PUBLIC FACILITIES COMPANY

Purchaser: Baoding Tianwei Yingli New Energy Resources Co., Ltd.



   No.         Description of Product       Specification           Quantity                Unit       Unit Price   Amount   Remarks
   ---      ---------------------------   ----------------   ------------------------   ------------   ----------   ------   -------
                                                                                                        
01          Court Lamp                           10m                    4                    set          9600      38400

            (Each lamp has 6 projecting lamps (Philips) for standard court with galvanized and plastic sprayed
            lamp posts. The construction cost is included.)

RMB         (in Words) Thirty Eight Thousand and Four Hundred Yuan

Agreed      Time of Delivery              2006
Proposal
            Payment Terms                 Payment shall be made upon arrival and acceptance of the goods.

            Note                          Warranty Period: One Year.

            Transportation Site                              Select Transportation      Automobile [X], Train, Plane, Ship,
                                                             Method                     Express Delivery

Consignee                                                    Consignee'
                                                             Telephone No.

Notes: 1.   This Contract shall be executed in two original copies with each of the purchaser and the supplier
            holding one copy thereof.

       2.   This contract shall come into effect once signed and sealed by the parties, and shall be terminated
            upon completion of implementation thereof and after the goods have been delivered and the payment has
            been made.

       3.   Invoice                                          VAT Invoice


       4.   Representative of Purchaser   /s/ Wang Junqing   Representative of Seller   /s/ Di Limei
                                          ----------------                              ------------

       5.   Telephone                                   Cell Phone       13582228891

       6.   Address                                     Address          3055 Fuxing Zhong Road, High-tech
                                                                         Industrial Development Zone


                                                        Contract Execution Date:
             Baoding Yingli Municipal Public Facilities Company (Corporate Seal)

Company's Telephone: 0312-3118830 3394340
Bank: Jianhua Sub-branch, Agricultural Development Bank of China (ADBC)
Bank Account: 50-580101040005393

                                        5

EX-10.20

                                                                   EXHIBIT 10.20

                                                           [ENGLISH TRANSLATION]

           BAODING YINGLI MUNICIPAL PUBLIC FACILITIES COMPANY CONTRACT

Supplier: Baoding Yingli Municipal Public Facilities Company
Purchaser: Baoding Tianwei Yingli New Energy Resources Co., Ltd.

Contract No.: YL20060526-1
Execution Date: May 26, 2006

The purchaser and the supplier hereby agree through consultation that the
purchaser shall place an order with the supplier for the products set forth
below and the parties shall enter into this contract for compliance with the
following terms:



                                                           Unit
                                                           Price   Amount
 Description    Specification (Length x Height)    Unit   (Yuan)   (Yuan)
- -------------   -------------------------------   -----   ------   ------
                                                        
 06JZH - A05             16 m x 1.6 m               m      2150     34400
     Head                 gear drive              piece    5000      5000
    Trail         made of steel channel and
                     fixed with steel angle

Total Amount:   Thirty Nine Thousand and Four Hundred Yuan (in Words)
                (RMB39,400)


Notes: The product shall be warranted for one (1) year and maintained for
       lifetime, except for man-made and natural disasters.

I.   Use of the Product: The product purchased by the purchaser shall be used
     for the gate of the company.

II.  The purchaser shall pay 30% of the payment for goods upon execution of this
     contract and the outstanding amount within three (3) days after acceptance,
     and make full payment of 5% quality assurance deposit within one (1) year.
     The final settlement shall be made based on the actual length of the
     trails.

III. The supplier shall arrange the production after receiving the payment for
     goods. The supplier shall be responsible for the installation of the
     trails; provided however, that the purchaser shall notify the purchaser
     before May ___ [INFORMATION MISSING IN THE ORIGINAL DOCUMENT], 2006. In
     addition, the purchaser shall be responsible for the concrete and civil
     construction work necessary for the installation. In the event of any
     renovation of the project, the purchaser shall reserve place for or dig the
     duct as required, and carry out the second grouting upon completion of the
     installation by the supplier. The supplier shall finish the installation of
     the gate body within fifteen (15) days upon installation of trails. The
     purchaser shall conduct the acceptance test for the product within five (5)


                                        1



     days after the installation thereof. The products shall be deemed to have
     been accepted if such acceptance test is not conducted during such period.
     No products shall be used before acceptance. In the event that any product
     fails to pass the acceptance test, the purchaser shall have the right to
     require the supplier to reconstruct.

IV.  Detailed Address for Installation: Yingli Construction Site, Baoding
     High-tech Industrial Development Zone; Transportation Fee: __/__
     [INFORMATION MISSINIG IN THE ORIGINAL DOCUMENT] Yuan, to be paid by the
     Supplier.

V.   Upon execution of this contract, the purchaser shall be responsible for the
     following preparation work:

     1.   To make available 220V power (1000W) required by the laying of
          products, and to connect the pipeline to the place where the product
          is installed;

     2.   To make available 380V power (7500W) required for the installation and
          construction free of charge;

     3.   The purchaser shall designate the place for product installation and
          send personnel to the construction site to guide the installation at
          all times.

     4.   To make available the rain-proof and moisture-proof location for
          placing the switches;

     5.   If there is any civil construction work, it shall be completed at
          least seven (7) days earlier. If it is necessary to delegate such
          responsibility to the supplier, the supplier shall collect the
          relevant fees in accordance with the rules of the company.

IV.  Payment Terms:

     1.   In the event that any unit in Baoding makes any payment by check for
          transfer, the name of such unit shall be filled in correctly for the
          issuance of the check; otherwise, the purchaser shall be liable for
          any loss of the payment for goods as if the supplier had not received
          such payment.

          Bank:           Baoding Jianhua Sub-branch, ADBC
          Bank Account:   50-580101040005393
          Account Name:   Baoding Yingli Municipal Public Facilities Company


                                        2



     2.   In the event of any payment in cash by the purchaser, the payment may
          only be made against presentation by the payee of "receipt for cash
          payment" issued by the financial staff of the supplier.

     3.   Any payment of contract price from any other place (outside Baoding)
          shall be made by bank wire transfer or bank draft to an account
          designated by the supplier.

VIII. The supplier may produce advertisement head-box for the purchaser;
     provided, however, that the purchaser shall provide a sample in writing in
     advance, otherwise, the supplier will use its own advertisement content.

IX.  Liability for Breach:

     The supplier shall pay liquidated damages equal to / % of the amount
     payable as a result of its delay in delivery or payment for no cause.

X.   Dispute Resolution:

     Any dispute arising from the performance hereof shall be resolved through
     consultation. If no settlement can be reached, any party may refer such
     dispute to the People's Court of Baoding North City Area.

XI.  Supplemental Provisions:

     Display Screen Content: Yingli Solar Power Generation, Environmental Clean
     Energy. Display Date and Time.

XII. This contract shall be executed in two (2) original copies with each party
     holding one (1) copy. This contract shall come into effect on May ___
     [INFORMATION MISSING IN THE ORIGINAL DOCUMENT], 2006.

Purchaser:                              Supplier:

Name (Corporate Seal):                  Name (Corporate Seal):
Baoding Tianwei Yingli New Energy       Baoding Yingli Municipal Public
Resources Co., Ltd.                     Facilities Company
Telephone: ____________________         Telephone: 0312-3118830

By (Representative):                    By (Representative):


/s/ Zhou Jinyan                         /s/ Di Limei
- -------------------------------------   ----------------------------------------
                                        Date of Execution: May 26, 2006


                                        3

EX-10.21

                                                                   EXHIBIT 10.21

                                                           [ENGLISH TRANSLATION]

                           PURCHASE AND SALE CONTRACT

Party A: Baoding Tianwei Yingli New Energy
Resources Co., Ltd.                                     Contract No.: YLFL060906
Party B: Baoding Tianwei Fu Le Metal Accessories
Co., Ltd.                                            Place of Execution: Baoding

After friendly discussions, in accordance with the Contract Law of People's
Republic of China, Party A and Party B hereby enter into this contract (this
"Contract") with respect to the purchase and sale of aluminum alloy profile.

Project Name: Solar Cell Frame                      Planned Consumption: 50 tons

I.   Product Specification, Volume, Unit Price and Total Price:



     Name        Specification      Surface Treatment          Unit Price            Remarks
     ----        -------------   -----------------------   ------------------   ----------------
                                                                    
Aluminum Alloy        Q128             Silver White          Aluminum Ingot        This price
    Profile                           (cut-to-length       Price+6500Yuan/ton   includes the 17%
                                       processing)                                 VAT tax and
                                                                                 transportation
                                                                                      fees.
Aluminum Alloy        Q127             Silver White          Aluminum Ingot
    Profile                           (cut-to-length       Price+6500Yuan/ton
                                       processing)
Aluminum Alloy        Q126             Silver White          Aluminum Ingot
    Profile                           (cut-to-length       Price+6500Yuan/ton
                                       processing)
Aluminum Alloy        Q110       Material (cut-to-length     Aluminum Ingot
    Profile                            processing)         Price+5500Yuan/ton


Notes:

     1.   Subject to the actual delivery date, the aluminum ingot price shall be
          calculated based on the average settlement price for aluminum ingot of
          Shanghai Metal Exchange for the preceding month.

     2.   The final production order shall be subject to the valid material list
          submitted by Party A in writing.

     3.   The manufacturing fees for molds newly made by Party B as entrusted by
          Party A shall be verified and collected in accordance with Party B's
          relevant provisions.

II.  Technical Requirements and Acceptance Criteria:

     1.   Alloy Brand No.: 6005T5; (as required by Party A).

     2.   Acceptance Criteria: High-Grade Precision National Standard
          GB/T5237-2000 shall be implemented.


                                       1



     3.   The surface treatment of the silver white materials shall require
          sand-blasting oxidation, and the oxidation film shall be 20um thick.

     4.   With respect to the profile that has not passed the acceptance test,
          Party A shall give a notice to Party B within seven (7) days after the
          receipt of such goods, either by telephone or in writing, and Party B
          shall give its reply within two (2) working days. With respect to the
          unqualified profile, Party B shall make the replenishment and shipment
          within seven (7) working days.

III. Time of Delivery:

     1.   Production Cycle: 7-10 days for newly-made molds, 10-15 for materials
          and 15-20 for silver white.

     2.   The delivery shall be made promptly in accordance with the time of
          delivery set forth in the purchase order as required by Party A. No
          delay is allowed. In the event of any shipment that cannot be made in
          a timely manner, Party A shall be notified three (3) days in advance.

IV.  Packaging and Transportation:

     1.   Party B shall carry out the packaging according to Party A's
          requirements, and no packages shall be returned.

     2.   Party B shall be responsible for the transportation of the goods to
          Party A's factories.

V.   Settlement Method:

     1.   Terms of Payment: Check or Wire Transfer.

     2.   The final quantity settled shall be subject to the order quantity set
          forth in the actual purchase order of Party A.

     3.   Party B shall provide the shipping list, product quality warranty
          certificate and official invoice along with each shipment.

VI.  Liability for Breach

     1.   Any matter in connection with liability for breach shall be settled
          through friendly consultation between the parties within the effective
          term hereof.

     2.   If no settlement can be reached, such matter shall be implemented
          pursuant to Contract Law of People's Republic of China.


                                       2



VII. Exhibits:

     1.   Anything not addressed herein shall be solved by the parties through
          friendly consultation. Any supplemental terms confirmed by the parties
          through consultation shall be a valid exhibit to this Contract.

     2.   This Contract contains two pages, and shall come into effect after it
          is signed and sealed by the parties with an effective term of three
          (3) Months commencing on October 10, 2006 and ending on January 10,
          2007.

                                                                             
Party A                 Baoding Tianwei Yingli New Energy     Party B                 Baoding Tianwei Fu Le Metal
                        Resources Co., Ltd. (Seal)                                    Accessories Co., Ltd. (Seal)
Legal Representative:                                         Legal Representative:


Attorney-in-fact:       /s/ Li Honggang                       Attorney-in-fact:       /s/ Sun Zhenhai
                        -----------------------------------                           ----------------------------
Telephone:              0312-8929867                          Telephone:              13930266156
Fax:                    0312-8929800                          Fax:                    0312-3060653
Bank:                   Baoding Branch Business Department,   Bank:
                        ICBC
Bank Account:           0409003809221002578-063               Bank Account:
Tax No.:                130600700921062                       Tax No.:




                                       3

EX-10.22

                                                                   EXHIBIT 10.22

                                                           [ENGLISH TRANSLATION]

                           PURCHASE AND SALE CONTRACT

Party A: Baoding Tianwei Yingli New Energy
Resources Co., Ltd.                                   Contract No.: YLFX20070305
Party B: Baoding Tianwei Fu Xing Aluminum
Co., Ltd.                                            Place of Execution: Baoding

After friendly discussions, in accordance with the Contract Law of People's
Republic of China, Party A and Party B hereby enter into this contract (this
"Contract") with respect to the purchase and sale of aluminum alloy profile.

Project Name: Solar Cell Frame                      Planned Consumption: 50 tons

I.   Product Specification, Volume, Unit Price and Total Price:



     Name        Specification      Surface Treatment         Unit Price            Remarks
     ----        -------------   ----------------------   ------------------   ----------------
                                                                   
Aluminum Alloy        Q128       Silver White (finished     Aluminum Ingot        This price
    Profile                       products processing)    Price+6500Yuan/ton   includes the 17%
                                                                                  VAT tax and
                                                                                transportation
                                                                                     fees.
Aluminum Alloy        Q127       Silver White (finished     Aluminum Ingot
    Profile                       products processing)    Price+6500Yuan/ton
Aluminum Alloy        Q126       Silver White (finished     Aluminum Ingot
    Profile                       products processing)    Price+6500Yuan/ton
Aluminum Alloy        Q110              Material            Aluminum Ingot
    Profile                                               Price+5500Yuan/ton


Notes:

     1.   Subject to the actual delivery date, the aluminum ingot price shall be
          calculated based on the average settlement price for aluminum ingot of
          Shanghai Metal Exchange for the preceding month.

     2.   The final production order shall be subject to the valid material list
          submitted by Party A in writing.

     3.   The manufacturing fees for molds newly made by Party B as entrusted by
          Party A shall be verified and collected in accordance with Party B's
          relevant provisions.

II.  Technical Requirements and Acceptance Criteria:

     1.   Alloy Brand No.: 6005T5; (as required by Party A).

     2.   Acceptance Criteria: High-Grade Precision National Standard
          GB/T5237-2000 shall be implemented.


                                       1



     3.   The surface treatment of the silver white materials shall require
          sand-blasting oxidation, and the oxidation film shall be 20um thick.

     4.   With respect to the profile that has not passed the acceptance test,
          Party A shall give a notice to Party B within seven (7) days after the
          receipt of such goods, either by telephone or in writing, and Party B
          shall give its reply within two (2) working days. With respect to the
          unqualified profile, Party B shall make the replenishment and shipment
          within seven (7) working days.

III. Time of Delivery:

     1.   Production Cycle: 7-10 days for newly-made molds, 10-15 for materials
          and 15-20 for silver white.

     2.   The delivery shall be made promptly in accordance with the time of
          delivery set forth in the purchase order as required by Party A. No
          delay is allowed. In the event of any shipment that cannot be made in
          a timely manner, Party A shall be notified three (3) days in advance.

IV.  Packaging and Transportation:

     1.   Party B shall carry out the packaging according to Party A's
          requirements, and no packages shall be returned.

     2.   Party B shall be responsible for the transportation of the goods to
          Party A's factories.

V.   Settlement Method:

     1.   Terms of Payment: Check or Wire Transfer.

     2.   The final quantity settled shall be subject to the order quantity set
          forth in the actual purchase order of Party A.

     3.   Party B shall provide the shipping list, product quality warranty
          certificate and official invoice along with each shipment.

VI.  Liability for Breach

     1.   Any matter in connection with liability for breach shall be settled
          through friendly consultation between the parties within the effective
          term hereof.

     2.   If no settlement can be reached, such matter shall be implemented
          pursuant to Contract Law of People's Republic of China.


                                       2



VII. Exhibits:

     1.   Anything not addressed herein shall be solved by the parties through
          friendly consultation. Any supplemental terms confirmed by the parties
          through consultation shall be a valid exhibit to this Contract. The
          price for the finished products is attached hereto as an exhibit.

     2.   This Contract contains two pages, and shall come into effect after it
          is signed and sealed by the parties with an effective term of one (1)
          year.

                                                                             
Party A                 Baoding Tianwei Yingli New Energy     Party B                 Baoding Tianwei Fu Xing Aluminum
                        Resources Co., Ltd. (Seal)                                    Co., Ltd. (Seal)

Legal Representative:                                         Legal Representative:


Attorney-in-fact:       /s/ Bian Yunna                        Attorney-in-fact:       /s/ Li Baoming
                        -----------------------------------                           ---------------------------------
Telephone:              0312-8929867                          Telephone:              13930266156
Fax:                    0312-8929800                          Fax:
Bank:                   Baoding Branch Business Department,   Bank:                   Baoding Chaoyang Sub-branch, ICBC
                        ICBC
Bank Account:           0409003809221002578-063               Bank Account:           0409003809221002578-096
Tax No.:                130600700921062                       Tax No.:                130603798435993




                                       3

EX-10.23

                                                                   EXHIBIT 10.23

                                                           [ENGLISH TRANSLATION]

                                 SUPPLY CONTRACT

Party A: Baoding Tianwei Yingli New Energy Resources Co., Ltd.

Party B: Baoding Maike Green Food Co., Ltd.

                                                        Contract No.: YLXF060117
                                                                Dated: 2006-1-17

In accordance with Contract Law of People's Republic of China, Party A and Party
B achieve agreement upon the following provisions concerning packing boxes:

1.   Name, Specification and Unit Price of Products



Name          Specification    Unit Price             Other
- ----          -------------   ------------   ----------------------
                                    
Packing box   1310*990        RMB17.3/unit   Packing boxes in other
                                             size may be supplied
                                             according to Party A's
                                             requirement.
Packing box   1580*808        RMB17.4/unit
Packing box   Other size
Total         Above prices include 17%
              value added tax.


Note: Total price shall be determined based on actual quantity ordered by Party
A.

2.   Quality requirements

     Glossy surface without grime; regular and clear words printed thereon; even
     thickness; high rigidity.

3.   Method and Time of Delivery

     Party B shall manufacture products on a timely basis according to demand of
     Party A, arrange shipment within 2 days and transport such products to the
     factory of Party A.

4.   Method of Clearing

     The total price shall be fixed based on actual quantity ordered by Party A.
     Before the 25th day of each month, after Party B shall send formal invoices
     to Party A, Party A shall pay the price for the products by wire transfer
     or check to account specified by Party B.

5.   Breach of Contract


                                       1



     In enforcement of this Contract, any loss caused by Party B's failure to
     satisfy Party A's requirement shall be born by Party B. Any dispute arising
     between both parties shall be settled through discussion. In case of
     failure to discuss, such dispute shall be settled by the court in
     jurisdiction where the Contract is signed, decision of which shall be
     final.

6.   This Contract is signed with two originals each of which is held by one
     party. This Contract is effective upon signing and stamping by both
     parties. The facsimile shall have the same legal effect.

7.   Other matter that is not involved in this Contract shall be settled through
     discussion between both parties.

Party B: Baoding Tianwei Yingli New Energy Resources Co., Ltd.
Legal representative:


Representative: /s/ Weichao Sun
                -----------------------------
Tel: 0312-8929866
Fax: 0312-8929800
Bank: Baoding Branch of Commercial and Industrial Bank of China
Account: 0409003809221002578-063
Taxation No.: 130600700921062
Date: 2006-1-17

Party A: Baoding Maike Green Food Co., Ltd.
Legal representative:
Representative: (corporate seal affixed)
Tel: 83360939
Fax: 0312-8335090
Bank: County Branch of Agricultural Bank of China
Account: 555101040002433
Taxation No: 130637721634345
Date: 2006-1-17


                                       2

EX-10.24

                                                                   EXHIBIT 10.24

                                                           [English Translation]

                                    AGREEMENT
              Contract No.: FOTIC (Tianwei Yingli) 2006-Q062001001

Party A: Baoding Tianwei Yingli New Energy Resources Co., Ltd.
Address: No.3055, Fuxing Zhong Road, Baoding 071051
Legal representative: DING Qiang
Telephone: 0312-310053
Fax: 0321-3151881
Contact Person: LIU Conghui

Party B: China Foreign Economic and Trade Trust & Investment Co., Ltd.
Address: Suite 808, Sinochem Building, No.2 Fu Xing Men Wai Avenue, Beijing
         100045
Legal representative: FENG Zhibin
Telephone: 010-88078808
Fax: 010-88078841
Contact Person: XU Ying

     WHEREAS, Party A is in the process of pre-listing private placement
financing with international investors, and plans a public offering and overseas
listing of itself or a company invested by itself as the primary investor (the
"Listing Vehicle"). The parties hereby enter into this agreement through
consultation and adhere to it:

     Article 1 Party B shall extend a loan to Party A in the form of trust loan.

     Article 2 The amount of the loan principal under this agreement shall be
RMB Eighty Five Million Six Hundred Thirty Five Thousand Yuan. The actual amount
of the loan principal and the drawdown date shall be in accordance with the Bill
of Loan.

     Article 3 Term of the loan: the term of the loan under this agreement shall
be one year, from May 18th, 2006 to May 17th, 2007.

     Article 4 Share Conversion, Loan Interest and Method of Repayment

     1. If Party A completes equity financing within the term set forth in
Article 3 of this Agreement, subject to all necessary approvals from the Chinese
governmental authorities, Party B is entitled to convert 100% of the loan
principal into the shares of the Listing Vehicle at the conversion price same as
the subscription price adopted by the international investors in the prevailing
private placement financing.

     The share conversion shall be conducted differently in each of the
following two


                                        1



situations:

     (1) If Party A gets listed in an overseas market in the form of N shares,
the loan principal shall be directly converted into the shares of Party A held
by Party B directly. Party A undertakes to assist Party B in the relevant
amendment company registration and record Party B on the shareholders register
of Party A after the conversion.

     (2) If Party A gets listed in an overseas market in the form of red-hip
shares, and Party B can't hold shares in foreign companies due to foreign
exchange capital control, Party B shall designate an overseas institute to hold
the shares of the Listing Vehicle. Party A shall be responsible for raising
foreign funds needed for overseas share conversion, which shall be equivalent to
the loan principal (the foreign exchange rate shall be the closing rate at the
foreign exchange market the day before the share subscription).

     Party A shall procure that other shareholders of the Listing Vehicle
consent to and acknowledge the share conversion.

     2. If the Listing Vehicle does not complete the equity financing within the
term set forth in Article 3, Party B has the right to require Party A to repay
the principal and the interests, at the rate of 8% per year, in one lump sum
within five(5) working days after the maturity date of the loan. Considering the
equity financing progress of Party A or the Listing Vehicle, the parties may
agree through consultation to extend the term of the loan. During the extension
period, Party B's right of share conversion shall be in accordance with Section
1 of Article 4 hereof.

     Article 5 Party A promises to retain intermediaries necessary for oversea
listing, including overseas investment banks, overseas counsels, Chinese
counsels and audit firm before May 20, 2005, and officially kick off the work on
May 25, 2005. Party A undertakes to use its best efforts to complete the oversea
listing by the end of 2006, and agrees to, if required by Party B, provide Party
B with timely and accurate information regarding the listing of Party A or the
Listing Vehicle.

     Article 6 This agreement shall become effective after the legal
representatives or authorized representatives of the parties have signed the
agreement and affixed the official seals of the parties hereon.

     Article 7 Any disputes shall be first settled through consultation between
the parties. Should the consultation fail, such disputes shall be submitted to
arbitration where Party B is located.

     Article 8 This agreement shall be executed in four (4) originals, with each
party holding two (2), which shall have equal legal effect.

                             (Signatures to Follow)


                                        2



Party A


Legal representative (or authorized proxy): /s/ Qiang Ding
                                            ------------------------------------
(Company Seal)


Party B


Legal representative (or authorized proxy): /s/ Xiaokang Zhang
                                            ------------------------------------
(Company Seal)


                                        3

EX-10.25

                                                                   EXHIBIT 10.25

                                                           [English Translation]

                               Repayment Agreement

This Repayment Agreement (this "Agreement") is entered into by and among the
following parties:

Party A: Baoding Tianwei Yingli New Energy Resources Co., Ltd.
Address: No. 3055, Fuxing Zhong Road, Baoding 071051
Legal representative: DING Qiang
Contact Person: LIU Conghui
Telephone: 0312-310053
Fax: 0321-3151881

Party B: China Foreign Economic and Trade Trust & Investment Co., Ltd.
Address: Suite 808, Sinochem Building, No.2 Fuxing Men Wai Avenue, Beijing
100045
Legal representative: FENG Zhibin
Contact Person: ZHANG Kun
Telephone: 010-88078808
Fax: 010-88078841

Party C: Yingli Green Energy Holding Company Limited
Correspondence Address: No.3055, Fuxing Zhong Road, Baoding 071051
Contact Person: LIU Conghui
Telephone: 0312-310053
Fax: 0321-3151881

Party D: China Sunshine Investment Co., Ltd.
Correspondence Address: International Investment Tower, No. 7 Fu Cheng Men Wai
Avenue, Beijing
Contact Person: YANG Jiangquan
Telephone: 010- 68095008
Fax: 010-68095032

WHEREARES, Party A and Party B signed the "(Loan) Agreement" [contract series #:
FOTIC (Tianwei Yingli) 2006--Q062001001] (hereinafter called "Loan Agreement"),
by which Party B extended to Party A a loan with the principal amount of RMB
Eighty Five Million Six Hundred Thirty Five Thousand Yuan (hereinafter called
"Loan") on May 18, 2006.

WHEREARES, through friendly consultation, Party A and Party B agree that Party A
may prepay the Loan on or before December 31, 2006.


                                       1



WHEREARES, as Party A's shareholder, Party C agrees to grant Party D a warrant
in relation to Party C's ordinary shares, by which Party D has the right to
purchase Party C's ordinary shares.

NOW, THEREFORE, adhering to the principles of equality and mutual benefit, the
Parties to this Agreement hereby agree as follows:

Article 1  Party A shall repay to Party B on or before December 31, 2006 the
           principal of the Loan at the amount of RMB Eighty Five Million Six
           Hundred Thirty Five Thousand Yuan, and the interests of the Loan at
           the amount of RMB One Million Three Hundred Nineteen Thousand Eight
           Hundred and Ten Yuan (assuming that the repayment occurs on December
           31, 2006 and there are 360 days in a calendar year; in case Party A
           makes the repayment before December 31, 2006, the interests shall be
           adjusted downwards according to the actual calendar days). The total
           amount of the repayment shall be RMB Eighty Nine Million Nine
           Hundred Fifty Four Thousand Eight Hundred and Ten Yuan.

           If Party A fails to make the repayment in accordance with the above
           provision on December 31, 2006, a penalty of 0.05% of the
           outstanding amount shall be paid by Party A to Party B per overdue
           day.

Article 2  On the day that this Agreement is executed, Party C shall grant to
           Party D a Warrant substantially in the form and substance attached
           hereto as Appendix A (the "Warrant"), by which Party D shall be
           entitled to purchase Party C's ordinary shares within forty five
           days after Party A has made repayment in accordance with Article 1
           of this Agreement.

Article 3  Party C acknowledges that Party B and/or Party D have provided Party
           C with relevant documents of Party D ("relevant documents"), and
           there is no need for Party D to provide Party C for the granting of
           the Warrant with any documents other than those listed in this
           Article. For the purpose of this Agreement, the "relevant documents"
           shall refer to:

          (1)  the certificate of incorporation of Party D or any other
               documents evidencing the legal organization of the overseas
               company;

          (2)  The shareholder registration certificate of Party D or other
               documents evidencing the identity of the shareholders of the
               overseas company;

          (3)  The share certificates of Party D;

          (4)  The personal identity certification documents of Party D's
               shareholders, directors and senior management; and

          (5)  A statement signed by Party D substantially in the form and
               substance attached hereto as Appendix B.

          Notwithstanding the above provisions, Party B and Party D acknowledge
          that


                                       2



          when Party D exercises its subscription rights in accordance with the
          Warrant, if the fund for the share purchase is from a third party
          company, Party D shall provide Party C with the following documents in
          order to prove the legality of such fund:

          (1)  The certificate of incorporation of such third party company;

          (2)  a list of directors and officers of such third party company;

          (3)  a list of shareholders holding more than 10% shares in such third
               party company, and their personal identity certification
               documents;

          (4)  a brief description of the business of such third party company
               and the audited financial reports of its latest fiscal year; and

          (5)  the contractual documents evidencing the relationship between
               Party D and such third party company in respect of such fund
               (i.e. a loan agreement or an entrusted payment notice).

          If Party D's fund is from other sources, then in order to prove the
          legality of such fund, Party D shall provide Party C with relevant
          evidencing documents to the satisfaction of Party C.

Article 4. Party B and Party D shall jointly guarantee that Party D's purchase
           of Party C's ordinary shares is in compliance with the provisions of
           any applicable laws and regulations.

Article 5. This agreement shall become effective after it is executed by the
           authorized representatives of the Parties hereto. Party A and Party B
           explicitly agree that the Loan Agreement shall be terminated on the
           day when this Agreement becomes effective.

Article 6  In case there are any discrepancies between this Agreement and the
           Loan Agreement, this Agreement shall prevail.

Article 7  This Agreement shall be governed by the laws of the PRC. Any disputes
           arising out or in connection with this Agreement shall be resolved by
           the Parties hereto through consultation. In the event that a
           settlement cannot be reached through consultation, any Party may
           submit such disputes to China International Economic and Trade
           Arbitration Commission for arbitration in Beijing in accordance with
           its then effective arbitration rules. The arbitral award shall be
           final and binding upon the Parties.

Article 8  This Agreement shall be executed in four originals, with each party
           holding one of them, and they shall have the equal legal effect.

                           (Signature Page to Follow)


                                       3



IN WITNESS WHEREOF, the following Parties have caused this Agreement to be
executed as of the date first written above:

Baoding Tianwei Yingli New Energy       China Foreign Economic and Trade
Resources Co., Ltd.                     Trust & Investment Co., Ltd.
           (corporate seal)                         (corporate seal)


/s/ Liansheng Miao                      /s/ Mingde Zhang
- -------------------------------------   ----------------------------------------
Legal Representative:                   Legal Representative:
(or authorized proxy)                   (or authorized proxy)

Party C: Yingli Green Energy Holding Company Limited
                   (corporate seal)


Authorized Representative: /s/ Liansheng Miao
                           -------------------------------------


Party D: China Sunshine Investment Co., Ltd.
                    (corporate seal)


Authorized Representative: /s/ Jiangquan Yang
                           -------------------------------------


                                       4



Appendix A

                               Form of the Warrant
                              (provided separately)


                                       5



Attachment B

                              Form of the Statement

                                    Statement

Baoding Tianwei Yingli New Energy Resources Co., Ltd.:

For the purpose of subscription of the shares issued overseas by Yingli Green
Energy Holding Company Limited ("Yingli Cayman"), the foreign shareholder of
your company, we hereby represent and warrant as follows:

1.   We are a limited liability company duly organized and existing under the
     laws of British Virgin Islands;

2.   Our subscription of the shares issued overseas by Yingli Cayman will not
     conflict with our Articles of Association and any uncompleted commitments
     or obligations of contractual or other nature, or any laws, regulations,
     statutes or government orders that bind upon us;

3.   There is no direct or indirect affiliation or controlling relationship
     between us and China Foreign Economic and Trade Trust & Investment Co., Ltd
     ("FOTIC"), or the entrusted party and beneficiary that provided loans to
     your company through FOTIC. For the purpose of this term, "affiliation or
     controlling relationship" shall refer to the "controlling" relationship
     defined in Article 1 of the "Notice of the State Administration of Foreign
     Exchange on Issues Regarding Foreign Exchange Administration in Financing
     and Returning Investment by Domestic Residents through Overseas Special
     Purpose Enterprises" (Huifa [2005] No.75).

If the foregoing representations and warranties made by us are proved in any
material respects to be incorrect, incomplete, misleading, or inaccurate, we
will indemnify any and all losses that might be incurred thereof to your company
and Yingli Cayman.

The Statement is hereby made.


                                        ----------------------------------------
                                        Luo Ming
                                        On behalf of
                                        China Sunshine Investment Co., Ltd.


                                       6

EX-10.26

                                                                   EXHIBIT 10.26

                                                                     TRANSLATION


                SOLAR POWER PHOTOVOLTAIC MODULES SUPPLY CONTRACT

                                     between

              BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD.

                                       and

                               UNITEC EUROPA, S.A.



                                                               February 26, 2007




Feb. 26, 2007, In Pamplona

                            Executing Representatives

Mr. Miao Liansheng, on one hand, adult, Passport No. G14218477, the president of
Tianwei Yingli New Energy Resources Co., Ltd. (hereinafter referred to as
"Yingli") which has its registered address at No. 3055 Middle Fuxing Road,
Baoding, Hebei Province, PRC, has such rights and capacity to be the
representative of Yingli under the name of such registered company;

Mr. Mao Ching Fu Lee, on the other hand, adult, ID No. 44.616.802-E, the sole
manager of the Unitec Europa, S.A. (hereinafter "Unitec Europa") (located in
Plaza Ramon y Cajal, 1-Bajo, Pamplona and registered in Navarra, Page No. 1
NA-16944, Volume 830, Taxation no. A-31/710783) has such rights and capacity to
be the representative of Unitec Europa under the name of such registered
company.

Both parties recognize that the representatives have sufficient capacity to
execute and implement this Contract.

                                    Recitals

Whereas,

1. "Yingli" is a new energy resources company seeking to develop and produce
solar power photovoltaic or PV modules and PV application systems;

2. "Unitec Europa" is a company engaging in coordination, procurement and sale
of raw materials and spare parts of solar power generating equipments; and

3. "Unitec Europa" desires to market "Solar Power Photovoltaic Module Products"
(hereinafter the "Products") of "Yingli".

Therefore, the Parties achieve agreement on terms and provisions of supply as
follows:

                                   Provisions

I.   Goal

The goal of this Supply Contract is that "Yingli" shall supply 20 megawatts
Model YL 170(23)P solar power modules or modules with higher power output
(hereinafter the "Products").

The "Products" shall satisfy such specifications as specified in Exhibit I of
this



                                        1




Contract and the error shall be limited within +/- 3% of output power of each
solar power module.

All modules shall be equipped with positive and negative lead wires of
120-centimeter length which are available for quick connection.

II.  Time and Conditions of Delivery

2.1. Time of Delivery

Commencing on March 1, 2007 and ending on November 30, 2007, "Yingli" shall
supply to "Unitec Europa" the "Products" in accordance with terms and provisions
of this Contract and deliver the Products according to the following schedule:



- --------------------------- --------------------------- -----------------------
          Month                  Wattage in total             % deliverd
- --------------------------- --------------------------- -----------------------
                                                  
January                                 -                         -
- --------------------------- --------------------------- -----------------------
February                                -                         -
- --------------------------- --------------------------- -----------------------
March                                        1,000,000            5%
- --------------------------- --------------------------- -----------------------
April                                        1,000,000            5%
- --------------------------- --------------------------- -----------------------
May                                          2,000,000           10%
- --------------------------- --------------------------- -----------------------
June                                         3,000,000           15%
- --------------------------- --------------------------- -----------------------
July                                         3,000,000           15%
- --------------------------- --------------------------- -----------------------
August                                       3,000,000           15%
- --------------------------- --------------------------- -----------------------
September                                    3,000,000           15%
- --------------------------- --------------------------- -----------------------
October                                      2,000,000           10%
- --------------------------- --------------------------- -----------------------
November                                     2,000,000           10%
- --------------------------- --------------------------- -----------------------
December                                -                         -
- --------------------------- --------------------------- -----------------------
                 Total                  20,000,000           100%
- --------------------------- --------------------------- -----------------------


2.2. Conditions of Delivery

At the time of delivery, the following conditions shall be satisfied for
delivery:

     (i)  Package

     Each module shall be distinguished by a serial number on the bar code and
     numbers on its back and sides;

     Each panel shall have ten (10) modules and can be mounted in three (3)
     layers. Each panel shall have a serial number for distinguishing;

     Panels of three levels of power output shall be used for delivery of
     modules. Numbers shall be labeled on the panels by a large piece of
     adhesive paper which shall be affixed to a apparent and distinguishable
     place; and



                                       2




     The modules shall be packed in accordance with the following standards: 25%
     modules supplied by the supplier shall meet class I power output; 50% class
     II power output; and 25% class III power put. The specific classifications
     of power output will be agreed upon by the parties before the first batch
     of PV module has been completed.

     (ii) Delivery

     The point of delivery shall be the Port of Bilbao, Spain.

     Delivery shall not be deemed to be complete until the power curve for all
     modules supplied has been received at the same time of delivery.

III. Price and Payment

3.1. Price

The price for a single module supplied is two point eight three Euro per watt
(EURO2.83/w) exclusive of value-added tax or VAT. The Price in total is fifty
six million six hundred thousand E (EURO56,600,000) exclusive of value-added
tax.

This price is fixed and not subject to renegotiation.

When paid, this price may increase as legitimate and valid VAT increases.

3.2. Payment

The price agreed shall be paid by ninety-day promissory notes or P.N. Such notes
shall be issued in accordance with the following schedule based on invoices:



- ------------------------------------ --------------------------- ----------------------------------------
      Date of Invoices/ P.N.            Expiry Date of P.N.          % delivered (including 16% VAT)
- ------------------------------------ --------------------------- ----------------------------------------
                                                           
             07/02/07                         07/05/07                                EURO  3,282,800.00
- ------------------------------------ --------------------------- ----------------------------------------
             07/02/07                         07/05/07                                EURO  3,282,800.00
- ------------------------------------ --------------------------- ----------------------------------------
             07/03/07                         07/06/07                                EURO  6,565,600.00
- ------------------------------------ --------------------------- ----------------------------------------
             31/03/07                         31/06/07                                EURO  9,848,400.00
- ------------------------------------ --------------------------- ----------------------------------------
             30/04/07                         30/07/07                                EURO  9,848,400.00
- ------------------------------------ --------------------------- ----------------------------------------
             31/05/07                         31/08/07                                EURO  9,848,400.00
- ------------------------------------ --------------------------- ----------------------------------------
             30/06/07                         30/09/07                                EURO  9,848,400.00
- ------------------------------------ --------------------------- ----------------------------------------
             31/07/07                         31/10/07                                EURO  6,565,600.00
- ------------------------------------ --------------------------- ----------------------------------------
             31/08/07                         30/11/07                                EURO  6,565,600.00
- ------------------------------------ --------------------------- ----------------------------------------
                              Total                                                   EURO 65,656,000.00
- ------------------------------------ --------------------------- ----------------------------------------




                                       3




All invoices shall include respective VAT.

IV.  Warranty of Products

"Yingli" guarantees that the Products supplied satisfy specification
requirements as provided in Exhibit I, and provides warranty as provided in
Exhibit II.

Such warranty shall supersede any separate, explicit or implicit warranty,
including (without limitation) any commercial or other warranty. Such commercial
or other warranty, if any, is not the scope of warranty provided hereunder.

V.   Term of the Contract

This Contract shall be effective upon execution by both parties and remain
effective until completion of delivery of all Products. "Yingli" guarantees to
complete delivery before November 30, 2007.

This Contract may be renewed by both parties in writing subject to written
agreement between both parties and without violation of this Article V.

VI.  Arbitration

Without violating applicable laws, provisions of this Contract are subject to
following arbitration:

6.1. "Unitec Europa" may, before the term of this Contract ends and only in case
of accumulative occurrence of the following events, submit for arbitration under
this Contract: (i) "Unitec Europa" requires "Yingli" to deliver Products through
corresponding orders in accordance with this Contract while "Yingli" fails to do
so, (ii) "Unitec Europa" sends to "Yingli" a report about such failure, and
(iii) "Yingli" does not correct such "breach of contract" within ninety (90)
days after the date receiving such report. In case that "Yingli" has corrected
the alleged "breach of contract" about delivery, such "breach of contract" shall
be deemed to have been corrected and "Unitec Europa" shall not submit for
arbitration under this Contract.

6.2 In case that "Unitec Europa" fails to perform its obligation to pay or any
other obligations provided under this Contract, and "Unitec Europa" fails to
correct its "breach of contract" within ninety (90) days after the date
receiving written notice, "Yingli" may submit for arbitration with respect to
this Contract.

VII. Termination of Contract

Any party may not assign or transfer in whole or in part its rights and
obligations under this Contract to any third party without prior explicit
written authorization by



                                       4




the other party.

Without prejudice to preceding paragraph, "Unitec Europa" may transfer its
rights and interests under this Contract to another company that is a parent or
subsidiary of the group "Unitec Europa" belongs to, provided that, a written
notice shall be provided to the other party in advance.

VIII. Notice

Any effective notice between the parties shall be made to specified addresses
and such representatives as follows:

Baoding Tianwei Yingli New Energy Resources Co., Ltd.

Representative: Mr. Miao Liansheng
Address: No. 3055 Middle Fuxing Road, Baoding, Hebei Province, PRC
Telephone: 0086-312-3100512

Unitec Europa, S.A.

Representative: Mr. Mao Ching Fu Lee
Address: Plaza Ramon y Cajal, 1, 31008 Pamplona
Telephone: 0034-948 26 30 36

IX.  Applicable Law and Substance of Contract

This Contract is consistent with and shall be construed in accordance with
common laws of Spain.

The substance of this Contract it commercial contract which is governed by its
own provisions as well as commercial laws and special regulations applicable to
it.

X.   Settlement of Disputes

The parties shall settle any dispute in the principle of providing high-quality
products and compliance with the contract and warrant to fulfill the contract.

In case that there is any dispute on interpretation, performance, breach or
termination of this Contract that cannot be settled friendly, the parties may
seek remedies any relevant coordinating authority which shall be limited to
judges and courts in Pamplona.

The parties have achieved agreement upon above provisions and signed on this
Contract on the date first set forth above. This Contract is executed in two



                                       5





counterparts, each of which shall have the same legal effect.



BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD.


/s/ Miao Liansheng
- ---------------------


UNITEC EUROPA, S.A.

/s/ Mao Ching Fu Lee
- ---------------------



                                       6

EX-10.27

                                                                   EXHIBIT 10.27

                                SUPPLY AGREEMENT

                                 BY AND BETWEEN

                             ACCIONA ENERGIA, S.A.,

                                   AS "BUYER"


                                       AND

              BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD.

                                  AS "SUPPLIER"



                         DATED AS OF NOVEMBER 9TH, 2006




                                SUPPLY AGREEMENT

THIS AGREEMENT, made and entered into as of this 9th day of November, 2006, by
and between BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. a corporation
organized under the laws of the People's Republic of China ("PRC"), having its
principal office at No. 3055 Fuxing Middle Road, Baoding, Hebei, PRC
(hereinafter "YINGLI" or "SUPPLIER"), and ACCIONA ENERGIA, S.A.., a corporation
organized under the laws of Spain, having its principal office at Avenida Ciudad
de la Innovacion, 5, Sarriguren (Navarra), Spain (hereinafter "AE" or "BUYER").

Yingli is hereby represented by Mr. Liansheng Miao, acting in his capacity of
President, having been duly authorized to represent and bind Yingli.

AE is hereby represented by Mr. Fermin Gembero Ustarroz, acting in his capacity
of General Manager, having been duly authorized to represent and bind AE.

The Buyer and the Supplier are referred to herein individually as a "Party" and
collectively as the "Parties".

                                    RECITALS

WHEREAS, Yingli is a PRC company, which manufactures photovoltaic (hereinafter
"PV") modules of different sizes and installation capacities and is currently in
operation in photovoltaic plants located in several countries, such as a FIFA
Stadium in Germany.

WHEREAS AE intends to acquire between 80 and 100% of the share capital of Amper
Central Solar, S.A., a Portuguese company, which will develop and construct, as
owner, a photovoltaic plant with a capacity of between 42 and 62 MWp to be built
in the city of Moura, Portugal (hereinafter, the "PROJECT")

WHEREAS the Buyer intends to develop and construct the Project for which it
requires PV modules necessary to achieve the capacity mentioned in the
immediately preceding paragraph;

WHEREAS, pursuant to the negotiations and discussions maintained by the Parties,
Yingli and AE have reached an agreement on the major terms and conditions for
the supply of 42 MWp of PV modules for the Project as stated in the letter
signed by both Parties and dated 10 October, 2006.

WHEREAS Yingli desires to sell to Buyer and Buyer desires to purchase from
Yingli 42 MWp of PV Modules, under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises set forth herein and the
mutual covenants herein contained, both parties hereto agree as follows:



                                       1

CLAUSE 1.- DEFINITIONS

"AMPER" means Amper Central Solar, S.A., a Portuguese company which is the owner
of the Project.

"DELIVERY SITE" means the port of Destination, port unless otherwise agreed by
the Parties.

"MOURA PROJECT" or the "PROJECT" means the photovoltaic plant to be developed
and built by Amper in Moura (Portugal) with a capacity between 42 and 62 MWp.

"PORT OF DESTINATION" mean the Spanish or Portuguese port to be defined by AE
and notified to Yingli.

"PROJECT SITE" means the location of the photovoltaic plant in Moura, Portugal.

"PV MODULES" means photovoltaic modules with the brand name of Yingli, with
model numbers and technical specifications as described in detail in Schedule A
attached hereto as an integral part hereof, as amended from time to time in
writing by mutual agreement of the Parties during the term of this Agreement.
For the avoidance of doubt, the PV Modules shall also include the High Speed
Connectors, which shall be of adequate quality and lengths that will permit
adequate assembly of the modules on the structures.

"YINGLI'S PREFERRED CUSTOMER TERMS AND CONDITIONS" means, the best commercial
terms and conditions that Yingli may apply to its customers..

CLAUSE 2. - SUPPLY OF PV MODULES

2.1. During the term of this Agreement and subject to the terms and conditions
     herein contained, Supplier agrees to sell and deliver to Buyer and Buyer
     agrees to purchase from Supplier on a non-exclusive basis such number of PV
     Modules as will represent an output capacity of 42 MWp. The PV Modules to
     be supplied hereunder shall be used exclusively for the Moura Project.

2.2. In addition to the purchase of PV modules representing an output capacity
     of 42 MWp as provided in clause 2.1 hereof, the Buyer shall have the right
     to purchase from Supplier additional PV Modules representing an output
     capacity of up to 20 MWp for the Project on terms and conditions that are
     no less favorable than Yingli's Preferred Customer Terms and Conditions.
     The Supplier shall grant the Buyer a preferential right to purchase for the
     Project additional PV Modules representing an output capacity of 20 MWp,
     subject to the condition that the Buyer submit a purchase order not later
     than 31 March 2008. Such additional PV Modules shall be delivered in
     quarterly instalments, which the first two instalments consisting of 7 MWp
     and the last instalment consisting of 6 MWp. 30 September 2008 shall be the
     last day for delivery of the first instalment of such additional modules.



                                       2




2.3. The PV Modules to be supplied by the Supplier under this Agreement shall be
     manufactured in accordance with the best industry practices and shall be in
     accordance with the technical specifications that are described in detail
     in Schedule A hereto. In addition, the PV Modules shall comply with the IEC
     61215 standard and will have a unitary nominal power of no less than 170
     Wp.

2.4. All PV Modules supplied by the Supplier hereunder shall be inspected and
     tested by Supplier and Class II electrical isolation quality certificates
     and flash test results data shall be issued and submitted to the Buyer
     within fifteen (15) days of the date of shipment of the PV modules from
     Supplier's manufacturing factory in PRC. Supplier represents that each of
     the different type of PV Modules that will be delivered under this
     Agreement have been certified by TUV. Supplier delivers to Buyer on the
     date of signing this Agreement, copies of the corresponding certificates,
     which are attached hereto as Schedule C. For any new type of PV Module that
     Supplier may deliver to Buyer hereunder, Supplier will obtain the
     corresponding TUV certificates and shall provide a copy of such
     certificates to Buyer not later than fifteen business days after having
     obtained such certificates.

2.5. Supplier agrees to supply the PV Modules classified in accordance with the
     electrical performance of each of the units delivered and deliver them
     grouped in a manner such that each single pallet shall include only PV
     Modules featuring the same maximum intensity. Supplier agrees to adequately
     mark each package to enable Buyer to identify the contents thereof and the
     kind of PV Modules included.

     The supply of the PV Modules will be organised in pallets of three
     different power levels (1, 2 and 3), which will be marked with a
     conspicuous large number.

     Supplier will classify the PV Modules into three levels (1, 2, 3), with 1
     representing modules with the lowest intensity and 3 representing modules
     with the highest intensity, in accordance with the actual intensity
     produced by the modules.

     25% of the PV Modules to be supplied by the Supplier will correspond to
     power level 1; 50% to power level 2 and 25% to power level 3. The specific
     intensity of each level of the foregoing classification will be agreed by
     the Parties prior to the first delivery of the finished set of the PV
     Modules.

2.6. The Buyer shall have the right to, at its own expense and with at least one
     (1) business day prior notice, (i) send its inspectors to Supplier's
     manufacturing premises in China to inspect and test the manufacturing
     process and quality of PV Modules, (ii) to inspect the results of all
     quality control tests and inspections performed by Supplier, (iii) to
     inspect the loading of the PV Modules at the manufacturing plant of
     Supplier and (iv) to inspect the loading of the containers at port of
     origin, subject in all cases to the Supplier's confidentiality requirements
     and reasonable safety precautions, and so long as such inspection and
     presence does not unreasonably interfere with or delay the completion or
     delivery of the PV Modules or Supplier's performance of its obligations
     hereunder.



                                       3




2.7. After arrival of the PV Modules at the Port of Destination, both Parties
     may carry out a visual surface joint inspection on the packages of the
     shipments (without opening the packages) and issue a report on such
     inspection. However, such report will not in any way replace the report
     issued in connection with a random Open-Package Inspection, which is to be
     carried out at Buyer's warehouse at the moment of unloading of the pallets
     in Moura. If the package appears to be damaged or missing, Buyer shall
     provide photographs and a detailed report. Supplier shall have the right,
     at its expense, to carry out an Open Package Inspection at the Port of
     Destination.

2.8. If the Open Package Inspection results in a discovery of any shortage,
     defect or damage with respect to the delivered PV Modules, which are not in
     conformity with the stipulation of this Agreement or the quality standards
     specified under technical specifications detailed in the Schedule A of this
     Agreement, a detailed record of such shortage, defect or damage shall be
     made and signed by the representatives of Buyer within thirty (30) working
     days of such delivery. Buyer may use such record as evidence for claiming
     replacement, repair or supplement from Supplier.

2.9. If the Supplier is responsible for the problems mentioned above, the
     Supplier shall repair or replace the defective or damaged PV Modules free
     of charge within sixty (60)days upon receiving the notice of claim
     (together with a report from the Buyer) and shall be responsible for the
     risk and freight arising thereof to the Port of Destination, as well as the
     inspection fee and costs for customs clearance of the Buyer for the
     replaced and supplemented equipment and any extra costs that may have been
     caused by the replacement of the defective PV Modules.

2.10. Without prejudice to the right to carry out a joint inspection at the Port
     of Destination and the random Open Package Inspection, if any damage to the
     PV Modules is due to a fault of the Supplier, the Supplier shall repair or
     replace the damaged PV Modules at the Supplier's expense within 60 (sixty)
     days after having received the Buyer's notification to that effect.ii

2.11. Without prejudice to the right to carry out a joint inspection at the Port
     of Destination and the random Open Package Inspection, if any damage to the
     PV Modules is due to a fault of the Buyer, the Supplier shall repair or
     replace it at the Buyer's expense within sixty (60) days after having
     received the Buyer's notification.

2.12. The aforementioned inspections will not release the Supplier from his
     obligations and liabilities under this Agreement



                                        4




CLAUSE 3.- CONDITIONS OF DELIVERY. PACKING AND MARKING.

3.01. The PV Modules shall be delivered in accordance with the following
      schedule:



- -------------------------------------------------------------------------------
                              YEAR 2007                  YEAR 2008
- -------------------------------------------------------------------------------
                                                
FIRST QUARTER                   7 MWp                      7 MWp
- -------------------------------------------------------------------------------
SECOND QUARTER                  7 MWp                      7 MWp
- -------------------------------------------------------------------------------
THIRD QUARTER                   7 MWp
- -------------------------------------------------------------------------------
FOURTH QUARTER                  7 MWp
- -------------------------------------------------------------------------------

TOTAL PER YEAR                 28 MWp                     14 MWp
- -------------------------------------------------------------------------------
TOTAL                                            42 MWP


A more detailed schedule of delivery will be agreed by the Parties in accordance
with the following paragraphs of this Clause 3.

3.02. All deliveries of the PV Modules shall be made CIF Port of Destination (as
      defined under INCOTERMS 2000).

3.03. Each delivery shall be organised in containers, each of which shall
      include only modules of the same type and category. Each individual
      container shall be properly closed and sealed according to international
      commercial practice for this kind of transport and delivery.

3.04. The Supplier shall have the PV Modules packed according to international
      commercial practice to protect them from moisture, rain, rust, corrosion
      and shock, etc. in consideration of their different shapes and special
      features so as to withstand numerous handling, loading and unloading as
      well as long-distance ocean and inland transportation.

3.05  Two (2) working days after shipment is effected, the Supplier shall inform
      the Buyer by telefax of the following information:

      A)   Date and number of the Ocean Bill of Lading;
      B)   Name of the vessel;
      C)   Estimated time of arrival of the vessel at the port of destination
           and site;
      D)   Total number of containers;
      E)   Name, total price, total number of packages, total weight and total
           volume of the PV Modules;
      F)   Types of PV Modules; and
      G)   List of each module's flash report data, classified in accordance
           with the provisions of Clause 2.5.

3.05  For purpose of this Clause 3, a delivery shall be deemed to have been
      effected when Supplier delivers the PV modules at the Port of Destination.



                                       5




CLAUSE 4.- LIQUIDATED DAMAGES

     If the Supplier fails to deliver on time according to the delivery schedule
     as specified in Clause 3, the Supplier shall pay liquidated damages to the
     Buyer as follows:

     o    Any delay of one (1) week or less shall not be deemed as a delay and
          the Supplier shall not be liable for any liquidated damages.

     o    If the delay in delivery is for a period of up to four (4) weeks, the
          Supplier shall pay, for each week of late delivery counting from the
          first day of the second (2nd) week of delay, liquidated damages in an
          amount equal to [-]*% per week of the contracted price of the PV
          Modules that were due;

     o    If the delay in delivery is for a period of more than four (4) weeks
          and up to eight weeks, the Supplier shall pay, for each week of late
          delivery counting from the first day of the fifth week, additional
          liquidated damages in an amount equal to [-]*% per week of the
          contracted price[ of the PV Modules that were due.

     o    If the delay in delivery is for a period of more than four (4) weeks
          and up to eight (8) weeks, in addition to the liquidated damages set
          forth above, the Supplier shall pay, for each week of late delivery
          counting from the fifth (5th) week of delay, additional liquidated
          damages in an amount equal to [-]*%of the contracted price of the PV
          Modules that were due.

     o    If the delay in delivery is for a period of more than eight (8) weeks,
          in addition to the liquidated damages set forth above, the Supplier
          shall pay, for each week of late delivery starting from the first day
          of the ninth (9th) week of delay, additional liquidated damages in an
          amount equal to [-]*% of the contracted price of the PV Modules that
          were due.ii

     o    The total amount of the liquidated damages for late delivery of the PV
          Modules, shall not exceed [-]*% of the Total Price.ii

     o    If the Supplier fail to deliver the PV Modules within six months
          following the due delivery date, the Buyer shall have the right to
          terminate this Agreement.

     o    If the delays are due to the Supplier's responsibility but do not
          result in loss or revocation of the license to build and operate the
          Project or any other onerous losses or damages to the Buyer, the Buyer
          may, at its sole discretion, waive the need for compensation or reduce
          the level of compensation established in the above paragraphs.iiii

          The Parties acknowledge and agree that the Liquidated Damages set
          forth above are a reasonable estimate of the lost income and damage
          Buyer shall suffer


- --------------------
* INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.

                                       6




          because of the late delivery and that, therefore, the Liquidated
          Damages set forth above shall be Buyer's sole and exclusive remedy
          with respect to delays in the delivery of the PV Modules.

CLAUSE 5.- PRICE

5.01      The purchase price for the PV modules to be supplied hereunder shall
          be US$[-]* per Watt peak, or a total price US$[-]* ([-]* US Dollars)
          ("TOTAL PRICE") for all the PV Modules CIF Port of Destination. The
          Total Price has been agreed on the assumption that all of the PV
          Modules supplied hereunder shall be used exclusively in Moura Project.

5.02      The Parties agree that neither the price per Watt peak, neither the
          Total Price shall be subject to any variation for any reason
          whatsoever.

5.03      The Total Price is inclusive of all costs of customs formalities
          necessary for export from the country of origin as well as any duties,
          taxes and any other charges payable upon export and for their transit
          through any country, if applicable.

5.04      The Total Price does not include other taxes that may be due on the
          country of destination of the PV Modules, such as Value Added Tax or
          similar tax that may be applicable at the time of delivery in the
          country of destination. The Buyer shall be responsible for any such
          taxes. Supplier shall be responsible for any taxes that may be due in
          the country of origin of the PV Module.

CLAUSE 6.- PAYMENT CONDITIONS

The Total Price will be paid as follows:

6.01.     ADVANCE PAYMENT: The Buyer will make a down payment of US$[-]* ([-]*
          US Dollars), representing [-]* percent ([-]*%) of the Total Price by
          no later than 10 November 2006, provided that the Supplier shall have
          sent a pro forma invoice for such amount. Upon payment of the Advance
          Payment in full, the Supplier shall issue and deliver to the Buyer the
          final invoice.

6.02      LETTER OF CREDIT: As to the remaining [-]*% ([-]* percent) of the
          Total Price, AE will provide to Yingli with an irrevocable and
          divisible letter of credit at sight for an amount of [-]* US Dollars
          ([-]* US Dollars) with a validity of 18 months. AE will deliver the
          Letter of Credit to Yingli not later than two weeks after having made
          the Advance Payment,

          The payments of the withdrawals regarding the remaining [-]*% ([-]*
          percent) of the Total Price, shall be paid to the Seller by the
          opening bank as follows and against the presentation by the Seller of
          the documents listed here below:


- --------------------
* INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.


                                       7





          a)   An electronic file with the flash reports data for each
               individual PV module supplied classified in accordance with the
               provisions of Clause 2.5 of this Agreement,
          b)   Original Ocean Bill of lading
          c)   Original Invoice in 5 copies indicating shipping mark (in case of
               more than one shipping mark, the invoice shall be issued
               separately).
          d)   Original Packing list in 2 copies issued by the manufacturer.
          e)   Copy of burofax to the Buyer advising the particulars of shipment
               immediately after shipment is made.
          f)   A copy of the Certification of the PV Module according to the
               European Standard issued by an approved certification body, such
               as TUV.
          g)   One original and two copies of Insurance Policy / Certificate
               according to Clause 8 hereof

          In addition, the Seller shall, within 14 days after shipment, send by
          airmail one extra set of the aforesaid documents, directly to the
          Buyer and the reasonable additional documents that the Buyer could
          require for the customs clearance of the PV Modules.

          The number of the documents and their contents shall be complete and
          correct.

CLAUSE 7.- POWER OF ATTORNEY

The parties shall provide to each other shortly after the execution of this
Supply Agreement the document evidencing the capacity of their respective
signatories to act on behalf of, represent and bind AE and Yingli for the
purposes of this agreement.

CLAUSE 8.- TRANSPORT AND INSURANCE

8.01 The Supplier shall choose a reputable transport company, that shall have
     been previously approved by the Buyer, as the carrier for the international
     transportation of the PV Modules from PRC to the Port of destination. The
     Parties agree that Buyer shall hire that same carrier for the unloading of
     the PV modules at Port of Destination, their subsequent transportation and
     delivery at the Project Site. The costs of the transportation of the PV
     Modules from PRC to the Port of Destination shall be borne by supplier,
     whereas the costs of unloading and transportation until Project Site shall
     be borne by Buyer.

8.02 The Supplier shall choose a reputable insurance company, that shall have
     been previously approved by Buyer, to handle the insurance for
     transportation of the PV Modules until Port of Destination. The insurance
     shall be All Risks and War Risk covering 110% value of the PV Modules in
     the same currency as the Price. The Institute Cargo Clauses (All Risks),
     the Institute War Clauses (Cargo) of London Institute of Underwriters
     (amended in 1982) or comparable clauses are acceptable. The insurance party
     of such insurance coverage shall be exclusively the Supplier.



                                       8




8.03 The parties agree that Buyer shall hire that same insurance company to
     handle insurance for the unloading of the PV Modules at Port of
     Destination, their subsequent transportation, unloading and delivery at the
     Project Site and their manipulation on Project Site and the cost of the
     foregoing insurance coverage shall be borne by Buyer.

8.04 The insurance policy covering the concepts include in the preceding
     sections 8.02 and 8.03 shall include provisions that will allow the Parties
     to have the insurance company paying to the Supplier, provided that
     Supplier will deliver to Buyer PV Modules in an amount equal to the damaged
     PV Modules insured and paid for by the insurance company and within a
     maximum term of sixty (60) days since the date on which Buyer notifies the
     damage to Supplier and to the insurance company. The Parties agree to
     further develop this concept in the final insurance policy to be signed
     with the insurance company and to establish mechanisms that will ensure
     that

CLAUSE 9.- WARRANTIES

Yingli will give to AE the following warranties over the PV Modules:

9.01 POWER TOLERANCE: Yingli warrants that the power tolerance of each PV module
     delivered to AE shall be in the range of +/- 3% of its nominal rated power,
     and shall comply with the Schedule of Warranties attached hereto as
     Schedule B.

9.02 ABSOLUTE PRODUCT WARRANTY. Yingli warrants AE that the PV Modules are free
     from any material defects in materials and workmanship. This product
     warranty covering any kind of defects of the PV Modules shall be in force
     for a period of five (5) years after the date of commissioning of the whole
     of the Moura plant and shall comply with the Schedule of Warranties
     attached hereto as Schedule B.

9.03 TECHNICAL PERFORMANCE WARRANTY. Yingli warrants that the power output of
     the PV Modules shall, at all time during ten years after commissioning of
     the whole of the Moura plant, be higher than ninety percent (90%) of its
     minimum peak power. Yingli further warrants that the power output of the PV
     Modules shall, at all times during 25 years after their commissioning of
     the whole of the Moura plant, be higher than eighty percent (80%) of its
     minimum peak power. This warranty shall comply with the Schedule of
     Warranties attached hereto as Schedule B.

9.04 In case of claims pursuant to this article, the Buyer shall be entitled to
     request the Supplier to replace the defective PV Modules with new ones
     which conform to the specification, quality and performance as specified in
     this Agreement. The Supplier shall bear all directly related expenses
     sustained by the Buyer, and shall at the same time guarantee the quality of
     the replaced PV Modules for a further corresponding Guarantee Period in
     accordance with the Schedule B hereof.

9.05 In case of technical dispute an independent official laboratory will be
     designated under mutual agreement to determine whether the PV Module
     fulfils the requirements of this agreement.



                                       9




9.06 Supplier agrees to indemnify and hold harmless Buyer from and against any
     claim made by Amper or any of its officers, directors, employees or
     shareholders and the losses and damages arising thereof due to the fact
     that the PV Modules supplied hereunder do not comply with the warranties
     given herein to the extent that such claims, losses or damages are due to
     defects of the PV modules.

9.07. In any event, Supplier's responsibility stipulated in this clause shall be
      limited to the total amount of the payment by Buyer for the PV Modules.

CLAUSE 10.- LIMITATION OF LIABILITY

10.01 The total amount of the indemnities to be paid by Supplier, as set
      forth in this Agreement, will never exceed 100 % of the Price, unless when
      it is due to gross negligence, fraud or willful misconduct.

10.02 Neither Party shall be liable to the other Party for any loss of profit,
      loss of use, loss of production, loss of contracts or for any other
      indirect or consequential damage that may be suffered by the other Party,
      unless when it is due to gross negligence, fraud or willful misconduct.

CLAUSE 11.- INTELLECTUAL PROPERTY

11.01 Supplier shall pay all required royalties and license fees and shall
      procure, as required, the appropriate proprietary rights, licenses,
      agreements and permissions for methods, materials, processes and materials
      incorporated into the PV Modules. In manufacturing and delivering the PV
      Modules, Supplier shall not incorporate into the PV Modules any materials,
      methods, processes, software or systems that involve the use of any
      confidential information, intellectual property or proprietary rights that
      Buyer or Supplier does not have the right to use or which may result in
      claims or suits against Buyer or Supplier arising out of claims of
      infringement of any domestic or foreign patent rights, copyrights or other
      proprietary rights, or applications for any such rights, or use of
      confidential information or intellectual property.

11.02 Supplier agrees to indemnify and hold harmless Buyer from and against any
      claim made by any third party that the PV Modules supplied hereunder
      infringe the rights of such third party in respect to patent, design,
      copyright or any other intellectual property right and Supplier shall
      assume the defense of any action, suit or proceeding against Buyer
      relating thereto and shall pay any damages assessed against or otherwise
      payable by Buyer as a result of the final disposition of any such claim,
      action, suit or proceeding, provided, that Buyer promptly notifies
      Supplier of the commencement of any action, suit or proceeding, or threats
      thereof, and furnished to Supplier all documents relating thereto, and
      further provided, that Supplier is afforded the opportunity, in its sole
      and absolute discretion, to determine the manner in which such action,
      suit or proceeding shall be handled or otherwise disposed of. Buyer shall
      give Supplier the cooperation Supplier reasonably required, at Supplier's
      sole cost and expense for reasonable out-of-pocket expenses incurred by
      Buyer and paid to third parties. Notwithstanding the foregoing, Buyer may
      be represented in any suit by its own counsel at its own cost and expense.



                                       10




CLAUSE 12.- TERM AND TERMINATION

12.01 This Agreement shall become effective as of the date first above written
      (herein referred to as Effective Date), and thereafter shall remain in
      force and effect until the date of delivery of the last PV Modules
      hereunder, unless earlier terminated in accordance with any other
      provisions of this Agreement. Notwithstanding the foregoing, some
      provisions of this agreement will remain in force after its termination,
      such as clauses 16, 26, 27, 28, 29, 31 and 32.

12.02 By mutual agreement at least ninety (90) days prior to expiration
      hereof, this Agreement may be extended for a period of one (1) year under
      the terms and conditions to be then mutually agreed to in writing.

12.03 Either Party hereto has the right to terminate this Agreement by giving a
      written notice to the other Party in case such other Party shall have been
      in a breach and/or default of the provisions of this Agreement, and such
      breach and/or default shall not have been corrected within sixty (60) days
      after receipt of notice specifying the nature of such breach and/or
      default.

12.04 Buyer may at any time terminate this Agreement immediately by giving a
      written notice to Supplier upon any of the following events:

          (i)  Any arrangement with direction or any application for bankruptcy,
               receivership, winding up or other similar proceeding against
               Supplier is made;

          (ii) All of or, in the opinion of Buyer, substantial part of the
               assets of Supplier shall be seized or attached in conjunction
               with any action against Supplier by any third party;

          (iii) A sale of all of or in the opinion of Buyer substantially all of
               the assets of Supplier is made, or this Agreement is assigned by
               Supplier without the prior written consent of Buyer;

          (iv) There occurs any such change in the capital ownership and/or
               management control of Supplier as, in the opinion of Buyer, may
               adversely affect the performance of this Agreement and/or the
               benefits or rights of Buyer in this Agreement;

          (v)  There occurs any difficulties, in Buyer's opinion, to perform the
               obligation under this Agreement due to any of significant changes
               of the political, economic or taxation policy by the governmental
               or quasi-governmental organization or agencies in the People's
               Republic of China;



                                       11




          (vi) In the reasonable judgment of the Buyer, the quality of the PV
               Modules delivered is not fit for purposes of the Buyer and such
               insufficiency in quality cannot reasonable be expected to be
               corrected within a reasonable period of time,

          (vii) a suspension of the performance of the obligations under this
               Contract due to an Event of Force Majeure for more than two (2)
               months;

          (viii)An export license of the PV Modules from China into the European
               Union/Portugal is not obtained from the competent authority of
               the Government of. China, (to the extent that such license is
               required by law), within 60 (sixty) days from the Effective Date
               hereof.

     The Supplier may at any time terminate this Agreement immediately by giving
     a written notice to Supplier upon any of the following events:

          (i)  The Buyer or Amper loses the right to construct or develop the
               Project;

          (ii) The Supplier fails to obtain sufficient amount of polysilicon to
               produce the PV modules after using its best efforts.

     In all cases set forth in this section 12.04, Supplier shall immediately
     return to Buyer the Letter of Credit, as well as the balance of the Advance
     Payment for which the Supplier has not supplied PV Modules.

12.05 Termination or expiration of this Agreement shall not affect the right of
      Supplier or Buyer which shall have accrued hereunder including, without
      limitation, the Supplier's right to receive payment of the PV Modules
      already delivered and the Buyer's right to receive the PV Modules shipped
      and paid.

12.06 No failure or delay on the part of either party hereto to exercise its
      right of termination of this Agreement for any one or more of the causes
      specified herein, shall be construed to prejudice its rights of
      termination hereof for any other or subsequent reason.

CLAUSE 13.- TRANSFER OF RISK AND TRANSFER OF OWNERSHIP

13.01 Supplier warrants and guarantees that legal title to and ownership of
      the supplied PV Modules shall be free and clear of any and all liens,
      claims, security interests or other encumbrances when title thereto passes
      to Buyer. Title to each PV Modules, and their components shall pass to
      Buyer upon delivery at the Delivery Location (i.e. Lisbon Port).

13.02 Responsibility for risk of loss to the PV Modules shall pass to Buyer upon
      transfer of title on Delivery under the foregoing section. The Supplier is
      responsible for the care and custody of the PV Modules until Delivery and
      shall make good at its own cost any loss or damage that may occur to such
      Equipment from any cause whatsoever during that period. If damage results
      from the fault



                                       12




     of Supplier, Supplier shall proceed to repair and restore the affected
     portion of the PV Modules at its cost and expense on a priority basis.

CLAUSE 14.- FORCE MAJEURE

Neither party is responsible for any failure to perform its obligations under
this Contract, if it is prevented or delayed in performing those obligations by
an Event of Force Majeure.

An Event of Force Majeure includes the following events or circumstances, which
are beyond the control and without the fault or negligence of the party affected
and which by the exercise of reasonable diligence, the party affected was unable
to prevent

(a)  Act of Terrorism;

(b)  riot, including stopping of work by a hostile group, war, invasion
act of foreign enemies, hostilities (whether war be declared or not), civil war,
rebellion, revolution, insurrection of military or usurped power, requisition or
compulsory acquisition by any governmental or competent authority or order for
stopping of work by any competent court of law or Government Authority;

(c)  ionising radiation or contamination, radio activity from any nuclear fuel
or from any nuclear waste from the combustion of nuclear fuel, radio active
toxic explosive or other hazardous properties of any explosive assembly or
nuclear component;

(d)  epidemic, earthquake, flood, fire, landslide, volcanic activity, heavy
rains and unseasonal rains, tsunami, lightning, or other physical natural
disaster or severe weather conditions which makes it dangerous or impossible to
perform Supplier's obligations under this Contract;

(e)  strikes or industrial disputes in any Subcontractor's premises or General
Strike which affects the Supplier's works.

Where there is an Event of Force Majeure, the party prevented from or delayed in
performing its obligations under this Contract shall as soon as reasonably
practicable notify the other party giving full particulars of the Event of Force
Majeure and the reasons for the Event of Force Majeure preventing that party
from, or delaying that party in performing its obligations under this Contract.
That party shall use its reasonable efforts to mitigate the effect of the Event
of Force Majeure upon its performance of its obligations under this Contract.

Upon completion of the Event of Force Majeure the party affected shall as soon
as reasonably practicable recommence the performance of its obligations under
this Contract.

An Event of Force Majeure does not relieve a party from liability for an
obligation which arose before the occurrence of that event, nor does that event
affect the obligation to pay money in a timely manner which matured prior to the
occurrence of that event.



                                       13




The Parties shall determine, considering the effect of the Force Majeure to the
performance of the Agreement, whether to terminate this Agreement or release
part of the obligations under this Agreement or allow delayed performance of the
Agreement.

CLAUSE 15.- MODULE ASSEMBLY PLANT

15.01 Yingli will lend all necessary support to AE to establish and operate
      the PV modules assembly plant at Moura, including the timely supply of
      machinery and equipment for the production of PV Modules and raw material
      supply as well as the technical assistance, training of personnel and
      staff, materials specifications and drawings, tools and fixtures, etc.

CLAUSE 16.- SHAREHOLDING INTEREST IN AMPER.

16.01 AE will ensure that Yingli will have the right to subscribe up to a
      maximum of a 10% of the issued and registered share capital of Amper, as
      owner of the Project.

16.02 The entry of Yingli in the share capital of Amper would occur at the
      moment that AE considers, at its sole discretion, as the most convenient
      for the development and operation of the Project and, in any event, not
      before the two following conditions precedent have been fulfilled: (i) AE
      has acquired its shareholding in Amper, and (ii) Moura city council has
      decided the final shareholding interest that it will retain in Amper

16.03 The value of the shares to be acquired by Yingli will take into
      account all costs incurred by AE for its entry in Moura Project until the
      date on which Yingli finally joins in. Simultaneously to the entry of
      Yingli in Amper's share capital, the parties will enter into a
      shareholders agreement that will set out the conditions that shall rule
      their relationship as shareholders of Amper.

CLAUSE 17.- ASSIGNABILITY

17.01 Except as approved by the Buyer, neither this Agreement nor any interest
      nor any claim under this Agreement nor any sum or sums which may become
      due or owing to the Supplier as a result of the Supplier's performance of
      its obligations under this Agreement, may be assigned, transferred,
      novated or pledged, charged or mortgaged by the Supplier, save for
      purposes of corporate reorganization or restructuring.

17.02 The Buyer is entitle to assign, transfer or pledge this Contract and its
      rights, interests, obligations and liabilities under this Agreement or
      over the PV Modules to any third party, at its sole discretion. In cases
      where Buyer assigns this Agreement, it shall notify the identity and
      particulars of the assignee in writing to the Supplier within thirty (30)
      days after the assignment or transfer has taken place.

17.03 In particular, the Buyer may, without the consent of the Supplier, assign,
      mortgage, or charge its rights, interests, obligations or liabilities
      under this



                                       14




Agreement or over the PV Modules as security in favour of the Lenders in
connection with obtaining financing for the Project.

CLAUSE 18.- SEVERABILITY

In the event that any of the provisions, or portions or applications thereof, of
this Agreement are held to be unenforceable or invalid by any competent courts,
the Parties shall negotiate an equitable adjustment in the provisions of this
Agreement with a view toward effecting the purposes of this Agreement, and the
validity and enforceability of the remaining provisions, or portions or
applications thereof, shall not be affected.

CLAUSE 19.- NOTICES

19.01 Any Notice required or permitted to be given by Buyer to Supplier
      hereunder shall be in writing and shall be addressed to:

      SUPPLIER:

      BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD.
      N(0) 3055 Fuxing Middle RoaD
      Attention:      Mr Miao Liansheng
                      Position: Chairman
                      Email: master@yinglisolar.com
                      Phone: +86 312 313 6969

      and any Notice required or permitted to be given by Supplier to Buyer
      hereunder shall be in writing and shall be addressed to:

      BUYER:

      Acciona Energia, S.A..
      Avenida Ciudad de la Innovacion, 5
      Attention:      Mr Fermin Gembero Ustarroz
                      Position: General Manager
                      Email: fgembero@acciona.es
                      Phone: +34 948 00 60 20

      With copies to: Mr. Miguel Arraras
                      Position: General Manager of Acciona Solar S.A.
                      Email: marraras@acciona.es
                      Phone: +34 948 16 68 10

19.02 Delivery. All Notices shall be delivered either in person to the
      address listed above, via certified mail with a return receipt requested
      in a securely sealed envelope, or shall be sent via facsimile, and shall
      be effective when actually received or three (3) Days after being properly
      mailed as provided above, whichever is earlier, at the address specified
      above. Service by facsimile after 5:00 p.m. local time of the recipient
      shall be deemed received on the following



                                       15




     Business Day. The Parties, by like Notice in writing, may designate, from
     time to time, another address or office to which Notices may be given
     pursuant to this Agreement.

CLAUSE 20.- SECTION HEADINGS

The Article and Section headings have been inserted for convenience of reference
only and shall not in any manner affect the construction, meaning or effect of
anything herein contained nor govern the rights and liabilities of the Parties.

CLAUSE 21.- ENTIRE AGREEMENT.

This Agreement, along with the Recitals contains the entire agreement between
the Parties with respect to the subject matter hereof, and supersedes any and
all prior and contemporaneous written and oral agreements, proposals,
negotiations, understandings and representations pertaining to the subject
matter hereof.

CLAUSE 22.- AMENDMENTS.

No amendments or modifications of this Agreement shall be valid unless evidenced
in writing and signed by a duly authorized representative of both Parties.

CLAUSE 23.- NO THIRD-PARTY RIGHTS.

This Agreement and all rights hereunder are intended for the sole benefit of the
Parties hereto and shall not imply or create any rights on the part of, or
obligations to, any other Person.

CLAUSE 24.- SURVIVAL OF PROVISIONS.

All provisions of this Agreement that are to come into or continue in force and
effect after the expiration or termination of this Agreement shall remain in
effect and be enforceable following such expiration or termination.

CLAUSE 25.- REPRESENTATIONS AND WARRANTIES

25.01    SUPPLIER REPRESENTATIONS.

Supplier represents to Buyer that, as of the date hereof:

     25.1.1 Organization and Qualification. Yingli is a corporation duly
            organized, validly existing and in good standing under the laws of
            the People's Republic of China, has the lawful power to engage in
            the business it presently conducts and contemplates conducting. .

     25.1.2 Power and Authority. Yingli and its signatory thereto Mr.
            Liansheng Miao has the authority to execute and carry out this
            Agreement and to perform their respective obligations hereunder and
            all such actions have



                                       16




            been duly authorized by all necessary corporate or member action on
            its part.

     25.1.3 No Conflict. The execution, delivery and performance of this
            Agreement shall not conflict with, result in the breach of,
            constitute a default under or accelerate performance required by any
            of the terms of the articles of incorporation or the bylaws of
            Yingli or any Applicable Laws or any material covenant, agreement,
            understanding, decree, indenture, instrument or order to Yingli is a
            party or by which Yingli or any of their properties or assets is
            bound or affected.

     25.1.4 Validity and Binding Effect. This Agreement has been duly and
            validly executed and delivered by Yingli. This Agreement constitutes
            a legal, valid and binding obligation of Yingli, enforceable in
            accordance with its terms, except to the extent that its
            enforceability may be limited by bankruptcy, insolvency,
            reorganization, moratorium or other similar laws affecting the
            rights of creditors generally or by general principles of equity. No
            authorization, approval, exemption or consent by any governmental or
            public body or authority is required in connection with the
            authorization, execution, delivery and carrying out of the terms of
            this Agreement.

     25.1.5 Patents, Licenses, Franchises. Yingli owns or possesses all the
            patents, trademarks, service marks, trade names, copyrights,
            licenses, franchises, permits and rights with respect to the
            foregoing necessary to perform the obligations under this Agreement
            and, in particular, to sell and deliver the PV Modules and to give
            the Advance Payment Guarantee as owner of the silicon and any other
            guaranteeing assets, and to carry on its business as presently
            conducted and presently planned to be conducted without conflict
            with the rights of others.

     25.1.6 Compliance with Laws. Yingli has complied with all applicable laws
            such that it has not been subject to any fines, penalties,
            injunctive relief or criminal liabilities that in the aggregate have
            materially affected or may materially affect the business operations
            or financial condition of either of Yingli or its abilities to
            perform its obligations under this Agreement.

     25.1.7 Supplier Qualified. Yingli is fully experienced and properly
            licensed and equipped to perform all aspects of the obligations
            under this Agreement in accordance with the terms set forth herein.

     25.1.8 Licenses. Yingli is the holder of all necessary governmental
            consents, licenses, permits or other authorizations required under
            the applicable laws to operate or conduct its business as
            contemplated herein.

     25.1.9 Legal Requirement. Yingli is aware of all the legal requirements and
            business practices that must be followed in performing its
            obligations under this Contract and the PV Modules shall conform
            with such



                                       17




            requirements and practices and in compliance with all applicable
            laws and necessary permits.

    25.1.10 All obligations under this Contract will be performed by Supplier in
            accordance with prudent engineering practices and prudent industry
            practices

25.02 BUYER REPRESENTATIONS.

Buyer represents to Supplier that, as of the date hereof:

25.2.1 Organization and Qualification. AE is a corporation duly formed and
       validly existing under the laws of Spain and has the lawful authority to
       engage in the business it presently conducts and contemplates conducting.

25.2.2 Power and Authority. AE has the authority to make and carry out this
       Agreement and to perform its obligations hereunder.

25.2.3 No Conflict. The execution, delivery and performance of this Agreement
       shall not conflict with, result in the breach of, constitute a default
       under or accelerate performance required by any of the terms of AE's
       constituent documents.

25.2.4 Validity and Binding Effect. This Agreement has been duly and validly
       executed and delivered by AE. This Agreement constitutes a legal, valid
       and binding obligation of AE, enforceable against AE in accordance
       with its terms, except to the extent that its enforceability may be
       limited by bankruptcy, insolvency, reorganization, moratorium or other
       similar laws affecting the rights of creditors generally or by general
       principles of equity.

25.2.5 Compliance with Laws. AE has complied with all Applicable Laws such that
       it has not been subject to any fines, penalties, injunctive relief or
       criminal liabilities which in the aggregate have materially affected
       or may materially affect the compliance with its obligations
       hereunder.

CLAUSE 26.- CONFIDENTIALITY.

Buyer and Supplier agree to hold in confidence for a period commencing with the
Effective Date and ending ten years from the date of termination of this
Agreement, except as may be necessary to perform the obligations hereunder, any
information supplied to the receiving Party ("Receiving Party") by the
disclosing Party ("Disclosing Party"), and designated in writing as
confidential. The Parties each acknowledge that any technical, pricing,
marketing, warranty information regarding the PV Modules, the Technical
Specifications and this Agreement shall be designated as confidential by the
Disclosing Party. Buyer may disclose any information to the extent that such
disclosure is required by Buyer's attorneys, accountants, Lenders or Affiliates,
Other Contractors, interconnection suppliers, operators or other suppliers to
the Project and any Person providing any other type of services to the Project,
provided such parties agree to the



                                       18




confidentiality provisions hereof. Supplier shall not publish information
regarding the Project (except as it may relate to the performance of its
obligations hereunder), nor shall Supplier arrange for or participate in any
visit to the site by any Person who is not connected with the Project, unless
Buyer provides its express prior written consent thereto.

The provisions of this Clause shall not apply to information within any one of
the following categories: (a) information that was in the public domain prior to
Receiving Party's receipt thereof from the Disclosing Party or that subsequently
becomes part of the public domain by publication or otherwise except by the
Receiving Party's wrongful act; (b) information that the Receiving Party can
show was lawfully in its possession prior to its receipt from the Disclosing
Party through no breach of any confidentiality obligation; (c) information
received by the Receiving Party from a third party that did not have a
confidentiality obligation; or (d) information independently developed by
Supplier or Buyer.

CLAUSE 27.- ANNOUNCEMENTS AND PUBLICITY

Neither Party shall make any public announcement or issue any public circular
(including a media or press release) relating to this Agreement or its subject
matter without the prior written consent of the other Party, except where any
disclosure is required by any legal, accounting or regulatory authority or
required by the rules and regulations of any recognised Stock Exchange, but such
disclosure shall only be to the extent required.

Except as expressly provided in this Agreement, neither Party will use the name
of the other Party, or any of the other Party's associated companies, as a
reference or in any advertising or promotional materials without that other
party's prior written consent, such consent not to be unreasonable withheld or
delayed.

CLAUSE 28.- COSTS

Each Party shall bear and pay its own costs and expenses relating to the
negotiation, preparation, execution and implementation of this Agreement and
each document referred to herein.

CLAUSE 29.- NO WAIVER

A Party's delay or failure to exercise any right, power or interest under this
Agreement shall not operate as a waiver of it, and any partial exercise of any
right, power or interest shall not preclude exercise of any other right, power
or interest. No Party to this Agreement shall be deemed to have waived any
rights arising out of the Agreement or out of any default or breach hereunder,
unless such Party executes the waiver in writing.

If a Party waives any right arising out of the Agreement or out of any default
or breach of another Party, such waiver shall not be construed to constitute a
waiver of any other right arising out of the Agreement or out of the default or
breach of another Party, even if the latter is similar to the prior.



                                       19





CLAUSE 30.- LANGUAGE

This Contract shall be written in a English version in four counterparts
originals.

CLAUSE 31.- CHOICE OF LAW

This agreement shall in all respects be governed and construed in accordance
with the published law and regulations of Spain.

CLAUSE 32.- DISPUTES RESOLUTION

Any and all disputes, controversies or differences which may arise between the
parties hereto out of or in relation to this Agreement (including a dispute
regarding the existence, validity or termination of this Agreement) shall be
settled between the parties hereto by their amicable endeavours.

However, if in spite of such amicable endeavours of the parties hereto, no such
solution can be reached within sixty (60) days after occurrence of such
disputes, controversies or differences, then, they shall be finally settled
(without being submitted to any court) by arbitration at the International
Chamber of Commerce under the Rules of Arbitration of the International Chamber
of Commerce by three arbitrators appointed in accordance with the said Rules.
The venue for such arbitration process shall be Paris(France).

The language of the arbitration process shall be English. The arbitral award
shall be final and binding upon the Parties. Arbitration expenses shall be borne
by the losing Party, except as otherwise awarded by the Arbitration tribunal.

In the event of arbitration, the Parties shall continue to perform their
obligations under this Agreement as reasonable as possible and to the extent
practical, with the exception of those parts of this Agreement which are under
arbitration.

CLAUSE 33.- COUNTERPARTS.

This Agreement may be signed in any number of counterparts and delivered by
facsimile and each counterpart shall represent a fully executed original as if
signed by legally authorized representatives of both Parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement in four (4)
original instruments, to be executed and delivered in the English language as of
the date first above written, in a manner legally binding upon them, by their
duly authorized officers, each of which shall be retained by Supplier and Buyer
respectively.



- -------------------------------------------------------------------------
    BAODING TIANWEI YINGLY NEW               ACCIONA ENERGIA, S.A.
      ENERGY RESOURCES, CO
- -------------------------------------------------------------------------
                                      
/s/ Liansheng Miao                       /s/ Fermin Gembero Ustarroz
- -------------------------------------------------------------------------
Name:  Liansheng Miao                    Name:  Fermin Gembero Ustarroz
- -------------------------------------------------------------------------
Position:  Chairman                      Position:  General Manager
- -------------------------------------------------------------------------


(Seal of the Buyer)



                                       21

EX-10.28

                                                                   EXHIBIT 10.28

                           SALE AND PURCHASE AGREEMENT

THIS AGREEMENT is made on March 7,2007.

BETWEEN:

(1) SINOLINK DEVELOPMENT LIMITED, whose registered office is at: Suite 901B
9/FiA Kinwick CentreiA32 Hollywood RoadiA CentraliAHong Kong (THE BUYER); and

(2) BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO. LTD., whose registered
office is at No.3055 Middle Fuxing Road, Baoding (071051) CHINA (THE SELLER/THE
MANUFACTURER).

WHEREBY IT IS AGREED as follows:

1.    The Seller undertakes to supply eight (8) megawatt solar modules (the
      "Product") to the Buyer for the delivery duration from April 2007 to Dec
      2007. The Seller undertakes to supply the said product in accordance with
      the Monthly Delivery Plan confirmed by the Parties at least two weeks in
      advance before the new month begins, otherwise the Seller shall liable for
      the cost of obtaining equivalent products.

2.    The Seller shall sell and the Buyer shall purchase the Products specified
      below:

      2.1   Product Description: 160Wp-180Wp, 1310x990x50 and/or 1580x808x50
            Poly-crystal silicon solar module (including connectors and cables)

      2.2   Price per watt: USD[-]*1 F.O.B. (Upper limit) for the delivery
            duration period between April 2007 to Dec 2007, quarterly price
            review between the parties shall be carried one month before the new
            quarter begins, the price quoted from the Seller to the Buyer is the
            most favorable price, and in accordance with the market situation.

3.    The technical specification (see appendix and/or attachments), the
      particular conditions, the general conditions and warranties supplied by
      the Seller to the Buyer shall be deemed to form and be read and construed
      as part of this Agreement. Each party represents to the other party that
      all representations made by it pursuant to the Agreement are true and
      accurate as of the date of this Agreement. The Seller undertakes to give
      the Buyer prior written notice for any amendment, alteration to the said
      products. The Buyer can decide either to accept or refuse the delivery of
      the modified products. The Seller undertakes to fully comply all technical
      specifications provide by the Buyer. The standard of measurement shall
      according to the test reports from the Frauenhofer Institute provided by
      the Buyer from time to time.


- --------------------
* INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.

                                       1



4.    The Consideration shall be paid by the Buyer to the Seller as follows:

      4.1   The currency used for the transactions can be settled either in US
            dollar or EURO. The Seller agrees the Buyer can choose the most
            preferable currency upon placing the purchase order.

      4.2   All prices quoted from the Seller to the Buyer is F.O.B. (Free On
            Board). The Seller undertakes to give the Buyer the most favorable
            price both for unit projects and for regular roof-top project
            orders.

      4.3   The pattern of payment shall be: [-]*. The Seller shall provide
            the proof information of the freight forwarder that the products
            invoiced have been shipped to the Buyer. Such information will
            usually be provided via the Bill of Lading, a packing list,
            certificate of origin and the commercial invoice.

5.    Time of Shipment. Within 24hours after the inspection of goods by the
      Buyer or its authorized representatives.

6.    Completion documentation shall consist as follows:

      6.1   Full set of Bills of Lading.

      6.2   Three set of invoice.

      6.3   Three set of Packing List.

      6.4   Shipment Notice from the Seller. The Seller shall inform the Buyer
            within 24 hours of the shipment dispatched of the name of the
            vessel, voyage number, date, quantity, weight and value of the
            shipment by fax. The Bill of Lading, invoice and packing list shall
            be faxed to the Buyer when it's available, followed with original
            copy courier to the Buyer's Representative Office in Beijing.

7.    Packing and Shipment.

      7.1   Package. Seaworthy packing, the Seller undertakes the packing is
            free from any mechanical, chemical, corrosion or other damage
            sustained during transport, handling, storage, erection or
            subsequent to erection.

      7.2   All components shall have a bar code or serial number, main
            component shall consist technical specification label on its back,
            detailed bar code or serial numbers of the components shall be seen
            outside the box or carton.

      7.3   Port of Loading: Xingang, Tianjin, China.

      7.4   Port of Destination: Seaport Germany.

- --------------------
* INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.

                                       2




      7.5   The Seller shall at all times and at its own expense strictly comply
            with all applicable laws, rules, regulations and government orders,
            now or hereafter in effect, relating to the export with respect to
            the Products or its performance of this Agreement.

8.    The Seller shall responsible for the safety and free from any damages of
      the products prior the products on board. The Buyer shall responsible for
      the transportation insurance thereafter.

9.    Warranties and Technical Specification.

      9.1   The Seller/Manufacture warrants that all the product supplied to the
            Buyer, includes but not limited to all relevant accessories,
            devices, parts, connectors, cord and wires supplied to the Buyer
            and/or its principals are manufactured from approved materials that
            is fully comply with industry standard (IEC61215, CE and TUV safety
            Class II) and/or in accordance with the Buyers recommendations and
            will have a full warranted period of 60 months from the date of
            shipment for the replacement and exchange of affected product.

      9.2   The Seller/Manufacture shall only be liable for: (a) the cost of
            replacing the product, labor cost associated with the installation
            or removal of affected product; (b) the cost of obtaining equivalent
            product; (c) the cost of shipment and transportations for product
            exchange and replacement; or (d) the cost of having the project
            repaired, replaced, whichever is the lower.

      9.3   Specification. The specification of solar panel will be indicated in
            the labels. Power tolerance shall be (a) all positive (+%) for each
            container; and (b) -3%to+3% for each module within the same
            container.

      9.4   The Seller/Manufacture confirms and provides the Buyer with
            IEC61215, CE and TUV safety class II certifications. And any other
            certifications from time to time should there are any new changes or
            amendments to the Products.

      9.5   The Seller shall provide the Buyer flash-testing results of the
            products before each shipment. The reference panel for flash-testing
            shall be based on measurement of the Frauenhofer Institute in
            Germany.

      9.6   The Manufacturer represents and warrants to the Buyer that the solar
            panel to be free from any defects in the absence of misapplication,
            mis-installation or omission on the part of the Seller. Without
            prejudice to any other remedy available to the Buyer, the
            Manufacture promises that it shall provide free repair, replacement
            or buy-back from the customer on the date of purchase price within
            60 months from the date of the shipment which appears on the Bill of
            Lading. The Manufacture further guarantees that the output power of
            its PV module will reach 90% or above during the first 10 years from
            the date of installation, 80%

                                       3



            or above within 25 years from the date of installation, otherwise
            free replacement or buy-back according purchase price services will
            be provided by the Manufacture.

10.   General Terms.

      10.1  The Seller agrees not directly or engage any person, agent,
            associates, or consultant in sell, market or distribute the Products
            to the Buyer's principals or customers without obtain prior written
            consent from the Buyer.

      10.2  The Seller shall assist the Buyer in contact the Buyer's shipping
            forwarder ten days in advance of each shipment to ensure the
            shipment can be booked and collected by the Seller.

      10.3  Inspection before shipment. The Buyer or its duly authorized
            representative shall carry out inspection of the goods in the
            Manufacture's site, and shall issue a duplicate letter of inspection
            to the parties. If the Buyer or its representative fails to carry
            out the inspection three days prior the shipment, the Seller may
            deemed the goods has been duly inspected and satisfied by the Buyer,
            and the Seller can dispatch the shipment. The Buyer shall carry out
            further inspections whenever the Buyer feels it is appropriate or
            necessary.

      10.4  Each of the obligations, warranties and undertakings set out in this
            Agreement which is not fully performed at completion will continue
            in force after completion.

      10.5  Confidentiality. Neither party shall disclose the terms of this
            Agreement to any third party except as required by laws or as
            reasonable required to protect or enforce a party's rights. The
            disclosing party shall provide the other with prior written notice
            of any such required disclosure.

11.   Dispute Resolution. Any dispute or difference arising out of or in
      connection with this Agreement shall first be settled amicably between the
      parties. If the negotiation is abandoned by either party, then such
      dispute or difference shall be referred to and determined by arbitration
      at Hong Kong International Arbitration Center and in accordance with its
      Domestic Arbitration Rules.

12.   This Agreement shall in all respects is governed by and shall be
      interpreted in accordance with the Domestic Laws.

                                       4





AS WITNESS the hands of the parties hereto the date first hereinbefore written.

SIGNATORIES

SIGNED by /s/ Liansheng Miao
          --------------------------------------------
Liansheng Miao, Chief Executive Officer for and on
behalf of
THE BUYER
in the presence of:

SIGNED by /s/ Tianyi Shi
          --------------------------------------------
Tianyi Shi
for and on behalf of
THE SELLER
in the presence of:

                                       5

EX-10.29

                                                                   EXHIBIT 10.29




                                SUPPLY AGREEMENT

between                    Wacker Chemie AG
                           Hanns-Seidel-Platz 4
                           81737 Munich
                           Federal Republic of Germany

                           - hereinafter referred to as "WACKER" -

and                        Tianwei Yingli New Energy Resources Co.Ltd
                           No. 3055 Middle Fuxing Road
                           Bao Ding City
                           P.R.China (071051)

                           - hereinafter referred to as "BUYER" -

PREAMBLE

BUYER has requirements for polycrystalline Silicon. WACKER is willing to supply
BUYER with polycrystalline Silicon.

Now, therefore, in consideration of the foregoing and the mutual premises
hereinafter contained, WACKER and BUYER agree as follows:

1.       PRODUCT

WACKER agrees to sell and deliver and BUYER agrees to purchase and take the
polycrystalline Silicon manufactured by WACKER as defined per specification set
forth in APPENDIX A (hereinafter referred to as "PRODUCT").

2.       QUANTITIES

2.1      The BUYER shall make the agreed prepayment according to the payment
         schedule set forth in APPENDIX A.

         WACKER shall sell and deliver to BUYER and BUYER will purchase and take
         from WACKER the annual quantities of PRODUCT set forth in APPENDIX A.

3.       PRICES / PAYMENT TERMS

3.1      The prices for the PRODUCT are set forth in APPENDIX A.

3.2      The prices under Section 3.1 above shall be firm until 31.12.2017 and
         only subject to change, if the relevant energy price index, defined in
         APPENDIX C, increases or decreases by more than 20%. The agreed prices
         will be adjusted by the rate (Euro/kg) as specified in the table in
         APPENDIX C.



                                                                               2



3.3      WACKER shall invoice BUYER with each shipment of PRODUCT. BUYER shall
         pay such invoices net within [-]* ([-]*) days from the date of such
         invoices.

4.       DELIVERY

4.1      PRODUCT shall be delivered FOB German seaport (Incoterms 2000).

4.2      All deliveries of PRODUCT are subject to WACKER's General Conditions of
         Sale set forth in APPENDIX B and hereby made part of this Agreement,
         provided, however, that if there is any conflict between the terms of
         this Agreement and the said Conditions of Sale the terms of this
         Agreement shall prevail.

4.3      The agreed annual quantities for the years 2009, 2010, 2011, 2012,
         2013, 2014, 2015, 2016 and 2017 will be shipped in about equal monthly
         installments.

5.       QUALITY / INSPECTION AND TESTING

5.1      The PRODUCT supplied by WACKER shall conform to the specifications set
         forth in APPENDIX A.

5.2      It is understood and expressly agreed that the PRODUCT delivered by
         WACKER hereunder are PRODUCTS of technical quality only and BUYER is
         exclusively responsible for fitness for purpose, handling, use and
         application of the PRODUCT.

5.3      Upon receipt of each shipment of PRODUCT BUYER shall inspect the
         PRODUCT. Unless BUYER notifies WACKER within [-]* ([-]*) days after the
         arrival of the shipment at Buyer's premises or warehouse, that it does
         not conform to the quantity ordered or WACKER's certificate of quality
         does not conform to the specifications set forth in APPENDIX A, said
         shipment shall be deemed to have been delivered as ordered and WACKER's
         certificate of quality shall be deemed to conform to the
         specifications.

6.       WARRANTY/LIABILITY

6.1      WACKER warrants solely that the PRODUCT delivered shall conform to the
         specifications set forth in APPENDIX A. Except for the warranty
         provided above, WACKER disclaims any and all other express or implied
         warranties with respect to the PRODUCT, and any warranty of
         merchantability or fitness for a particular purpose is expressly
         disclaimed.

6.2      BUYER's exclusive remedy and WACKER's sole obligation for any claim or
         cause of action arising under this Agreement because of defective
         PRODUCT is expressly limited to either (i) the replacement of
         non-conforming PRODUCT or the repayment of the purchase price of the
         respective quantity of PRODUCT; OR (ii) payment not to exceed

- ----------

* INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                                                                               3



         the purchase price of the specific quantity of PRODUCT for which
         damages are claimed. Any remedy is subject to BUYER giving WACKER
         notice as provided for in Section 5.3.

6.3      The parties agree that the remedies provided in this Agreement are
         adequate and that except as provided for above, neither party shall be
         liable to the other, whether directly or by way of indemnity or
         contribution for special, incidental, consequential or other damages
         arising from the breach of any obligation hereunder or for any other
         reason whatsoever, including actions for tort, strict or product
         liability, patent or trademark infringement except as provided for
         herein.

7.       CONFIDENTIALITY

7.1      BUYER may use all the information disclosed by WACKER under this
         Agreement only for the purposes contemplated herein.

7.2      BUYER agrees to keep secret such information and to take the necessary
         measures to prevent any disclosure to third parties.

7.3      BUYER is responsible for assuring that secrecy is maintained by its
         employees and agents.

7.4      The secrecy obligation does not apply to information

         -        where BUYER can prove that is was known to BUYER prior to its
                  receipt;

         -        which is or has become generally available to the public prior
                  to its receipt;

         -        which is or has become generally available to the public
                  without being the result of a breach of this Agreement;

         -        which is in accordance with information BUYER received or got
                  access to from an entitled person without any obligation of
                  secrecy;

         -        where WACKER approved the disclosure in a particular case in
                  writing.

7.5      The secrecy obligation shall survive the term of this Agreement.

8.       SECURITY INTEREST

         BUYER hereby grants WACKER a continuing security interest in any
         PRODUCT and in the proceeds (including proceeds of sale or insurance)
         until the entire purchase price for the PRODUCT currently or previously
         sold to BUYER is paid and until all late payment interest, legal fees
         and expenses required to enforce WACKER's rights and any costs,
         expenses, taxes or other charges required to be paid by BUYER to WACKER
         have been paid in full. BUYER specifically agrees that WACKER may file
         one or more financing statements or other documents and take all
         necessary or appropriate in order to create, perfect, preserve or
         enforce WACKER's security interest in the PRODUCT pursuant to the
         Uniform Commercial Code and other applicable law, and hereby grants to
         WACKER a power of attorney to execute such statements or documents in
         BUYER's name. WACKER's reasonable costs and expenses (including, but
         not limited to, attorney's fees and expenses for pursuing, searching
         for, receiving, taking, keeping, storing, advertising

                                                                               4



         and selling the PRODUCT shall be paid by BUYER who shall remain liable
         for any deficiency resulting from a sale of the PRODUCT and shall pay
         any deficiency forthwith on demand. The requirement of reasonable
         notice of sale shall be met if such notice is mailed and addressed to
         BUYER at its last address appearing on WACKER's records at least 30
         days prior to the date of sale.

9.       FORCE MAJEURE

9.1      If either party should be prevented or restricted directly or
         indirectly by an event of Force Majeure as hereinafter defined from
         performing all or any of its obligations under this Agreement, the
         party so affected will be relieved of performance of its obligations
         hereunder during the period that such event and its consequences will
         continue, but only to the extent so prevented, and will not be liable
         for any delay or failure in the performance or any of its obligations
         hereunder or loss or damage whether direct, general, special or
         consequential which the other party may suffer due to or resulting from
         such delay or failure, provided always that prompt notice is given by
         the affected party to the unaffected party by facsimile or telephone of
         the occurrence of the event constituting the Force Majeure, together
         with details thereof and an estimate of the period of time for which it
         will continue.

9.2      The term Force Majeure shall include without limitation strike, labor
         dispute, lock out, fire, explosion, flood, war (accident), act of god
         or any other cause beyond the reasonable control of the affected party,
         whether similar or dissimilar to the causes enumerated above.

10.      ASSIGNMENT

         This Agreement or any part thereof is not assignable by either party
         without the prior written consent of the other party.

11.      ENTIRE AGREEMENT

11.1     This Agreement constitutes the whole agreement between the parties as
         to the subject matter thereof and no agreements, representations or
         warranties between the parties other than those set out herein are
         binding on the parties.

11.2     No waiver, alteration, or modification of this Agreement shall be valid
         unless made in writing and signed by authorized representatives of the
         parties.

12.      SEVERABILITY

         In the event, any provision of this Agreement shall be declared
         invalid, illegal or unenforceable, the validity, legality and
         enforceability of the remaining provisions shall not in any way be
         affected or impaired thereby.


                                                                               5



13.      HEADINGS

         The headings of the articles of this Agreement are inserted for
         convenience only and shall not be deemed to constitute a part of this
         Agreement or to affect the construction hereof.

14.      DURATION / TERMINATION

14.1     This Agreement will commence on the 01.01.2007 and will endure for a
         defined period of 11 (eleven) years.

15.      APPLICABLE LAW/ JURISDICTION

         This Agreement shall be construed and the legal relations between the
         parties hereto shall be determined in accordance with the laws of
         Germany; the application of the 1980 United Nations Convention on
         Contracts for the International Sale of Goods is expressly excluded.

         Exclusive place of jurisdiction shall be Munich.

                                                
Wacker Chemie AG                                      Tianwei Yingli New Energy Resources Co. Ltd
WACKER POLYSILICON

Date: November 13, 2006                               Date: November 13, 2006

 /s/ Eward Shindlbeck    /s/ Reimund Huber            /s/ Liansheng Miao
- -----------------------  --------------------------   -------------------------------------------

Ewald Schindlbeck        Reimund Huber
President                Director Marketing & Sales





                                                                               6




APPENDIX A

SOLARQRADE POLYSILICON

SPECIFICATION PCL-NCS (B)




Calendar year               Annual quantity (kg)        Price EURO/kg
                                                        FOB German Seaport
                                                  
2009                        [-]*                        [-]*
2010                        [-]*                        [-]*
2011                        [-]*                        [-]*
2012                        [-]*                        [-]*
2013                        [-]*                        [-]*
2014                        [-]*                        [-]*
2015                        [-]*                        [-]*
2016                        [-]*                        [-]*
2017                        [-]*                        [-]*




PREPAYMENT SCHEDULE

The BUYER will prepay the amount of [-]* Euro/kg for the total above agreed
contract quantity. The invoices, regarding deliveries up to the annual agreed
quantity, will be reduced by [-]* Euro/kg with each shipment. So WACKER's
invoice will state the above agreed prices on the invoice, but will make note,
that the BUYER has only to pay the invoice amount reduced by [-]* Euro/kg. [-]*
Euro/kg of the prepayment remain at WACKER.

Regarding to the agreed annual quantities the total prepayment amount of Euro
[-]* ([-]*) has to be paid according to the following schedule on the account of
Wacker Chemie AG:

January 5th, 2007     Euro [-]* ([-]*)

In case the BUYER does fail to take the full amount of the agreed annual
quantity in one respective calendar year, WACKER does not have to repay the not
absorbed outstanding prepayment (regarding the respective calendar year), BUYER
also doesn't have the right to set this prepayment against deliveries of the
following year.

- ----------

* INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.



                                                                               7



                                   APPENDIX B

                           GENERAL CONDITIONS OF SALE

1.       GENERALLY:

All our supplies and services as well as all contracts concluded with us are
exclusively subject to the following conditions of sale. Terms of the Purchaser
which contradict or which deviate from our sales terms and which are not
expressly recognised by us are not valid even if we do not expressly object to
them. Where a continuing business relationship exists, all future contracts,
supplies and services are also subject to our conditions of sale.

2.       OFFER, CONCLUSION OF CONTRACT:

Our offers are subject to change and non-binding. Orders are only valid if
confirmed by us in writing or if recognised by us through the act of delivery.
Any additional verbal agreements, supplements and modifications are also only
valid if confirmed in writing.

3.       DELIVERY, DEFAULT:

3.1      Unless otherwise agreed, any dates quoted for delivery are non-binding.

3.2      We are entitled to make partial deliveries as far as the Purchaser must
         reasonably accept this in the circumstances of an individual case. The
         corresponding invoices issued are payable without regard to whether
         complete delivery has been made.

3.3      In the event delivery is delayed, the Purchaser may set us a reasonable
         grace period with the notice that he rejects the acceptance of the
         delivery item after expiry of the grace period. After the expiry of the
         grace period, the Purchaser is entitled to cancel the contract of sale
         through written notice or to request damages instead of performance.

         At our request the Purchaser is obligated to state within a reasonable
         period whether he cancels the contract due to delay in delivery, seeks
         damages instead of performance or insists on performance.

3.4      Our liability is set forth in para. 9. Furthermore in the event of
         slight negligence, our liability is limited to the invoice value of the
         respective delivery item.

4.       RETURN OF LOAN PACKAGING:

In the event of delayed return (meaning in the event normal uploading times are
exceeded) of loading equipment, loading banks and other loan packaging we
reserve the right to charge the Purchaser for the costs incurred by us.

5.       PRICES:

5.1      Unless otherwise expressly agreed, prices are quoted "ex works"
         excluding packaging and plus delivery and shipping costs as well as
         plus any applicable Value Added Tax.


                                                                               8



5.2      The prices valid on the day of dispatch shall apply.

Should the latter be higher than the contractual price, the Purchaser is
entitled to cancel the contract with regard to the quantities still to be
delivered. Cancellation shall be made within 14 days after notification of said
price increase.

6.       PAYMENT:

6.1      The payment shall be made in Euro to one of our bank accounts indicated
         on the reverse side.

6.2      Should Purchaser be in arrears with payment, interest for default shall
         be due and payable at 12%, but at least 8% above the respective base
         interest rate. We reserve the right to claim further damages. If the
         interest we claim is higher than the statutory interest for delayed
         payment, the Purchaser has the right to demonstrate lower damages just
         as we have the right to show that greater damages were incurred.

6.3      Should Purchaser be in arrears with payment or should there be
         reasonable doubts as to Purchaser's solvency or credit rating, we are
         -- without prejudice to our other rights -- entitled to require payment
         in advance for deliveries not yet made, and to require immediate
         payment of all our claims arising from the business relation.

6.4      Bills of exchange and cheques shall be accepted upon separate agreement
         and only by way of payment. All expenses incurred in this regard shall
         be borne by the Purchaser.

6.5      Only uncontested or legally proved claims shall entitle the Purchaser
         to set-off or withhold payment.

7.       FORCE MAJEURE:

Events of Force Majeure, in particular strikes, lock outs, operation or
transport interruptions, including at our suppliers, shall suspend the
contractual obligations of each party for the period of the disturbance and to
the extent of its effects. Should the delays caused exceed a period of 6 weeks,
both parties shall be entitled to cancel the contract, with respect to the
contractual performance affected by such delays. No other claims exist.

8.       QUALITY:

8.1      All our data, especially data relating to product suitability,
         processing and use, as well as to technical support, have been compiled
         to the best of our knowledge. The Purchaser, however, must still
         perform his own inspections and preliminary trials.

8.2      The Purchaser undertakes to examine the goods immediately after
         delivery with respect to any defects concerning quality and suitability
         of purpose and object to ascertainable defects. Sample testing shall
         also be performed if this can be reasonably expected of the Purchaser.
         Failure to proceed in aforesaid manner shall result in the goods being
         regarded as accepted.

                                                                               9

8.3      Complaints must be made within 8 days after receipt of the goods. In
         case of hidden faults, however, complaints are to be made immediately
         on discovery, within one year after receipt at the very latest. Said
         claims shall only be taken into consideration if and when made in
         writing and with the relevant documentation attached. To comply with
         the time limit it shall be sufficient if the complaint is sent in good
         time.

8.4      We are not liable on the basis of public statements by us, the
         manufacturer or his agents, if we were not aware of the statement or
         were not required to have knowledge thereof, the statement was already
         corrected at the time of the purchase decision or the Purchaser cannot
         show that the statement influenced his purchase decision.

8.5      We are not liable for defects which only marginally reduce the value or
         the suitability of the object. A marginal defect exists in particular
         if the defect can be removed by the Purchaser himself with
         insignificant effort.

8.6      If the Purchaser requests replacement performance due to a defect, we
         may choose whether we remove the defect ourselves or deliver a
         defect-free object as a replacement. The right to reduce the price or
         cancel the contract in the event of unsuccessful replacement
         performance shall remain unaffected.

8.7      Where complaints are justified, the goods may only be returned to us at
         our expense if after we receive notice of the defect we do not offer to
         collect or dispose of the goods.

8.8      If increased costs arise because the Purchaser has transferred the
         goods to a place other than his commercial place of business, we shall
         charge the Purchaser for the increased costs in connection with the
         remedying of the defect, unless the transfer corresponds to the
         designated use of the object.

8.9      Damage and claims for reimbursement of expenses shall remain unaffected
         as far as not excluded by para. 9.

8.10     All claims due to a defect are subject to a limitation period of one
         year after delivery of the object. No warranty is made for used
         objects. The statutory limitation period for objects which are used for
         a building structure in accordance with their usual manner of use, and
         which cause the defectiveness thereof, shall remain unaffected.

8.11     The rights of the Purchaser under Sections 478, 479 German Civil Code
         remain unaffected.

9.       LIABILITY:

Our liability is excluded, regardless of the legal grounds.

This shall not apply in the event of intentional actions or gross negligence by
us or our legal representatives or agents or in the event of breach of material
contractual duties.

In the event of a slightly negligent breach of material contractual duties, our
liability is limited to twice the invoice value of the respective delivery item.
For damages due to delayed performance para. 3.4 shall also apply. Our liability
for damages due to injury to life, the body or health, the



                                                                              10

liability based on a guarantee and under mandatory statutory provisions, in
particular the Product Liability Act, remain unaffected.

10.      RESERVATION OF OWNERSHIP:

10.1     The goods that have been sold remain our sole property until all
         outstanding debts arising from the business connection with the
         Purchaser have been paid in full. The Purchaser has power of disposal
         of the purchased goods in the ordinary course of business, or he may
         process the goods until revocation by us.

10.2     Reservation of ownership and power of disposal, as laid down in clause
         10.1, also apply to the full value of the manufactured goods produced
         by processing, mixing and blending or combining our goods. In each case
         we qualify as the manufacturer. In cases where the goods are processed,
         mixed and blended or combined with those of a third party, and where
         the reservation of the latter continues to apply, then we acquire joint
         ownership in proportion to the invoice value of those processed goods.
         If security rights of a third party are in fact or in law below that
         share, the difference will be to our benefit.

10.3     If the Purchaser resells our goods to third parties he hereby assigns
         the entire resulting payment claim -- or in the amount of our joint
         share therein (see para. 10.2) -- to us. In the event the parties agree
         on a current account, the respective balance amounts shall be assigned.
         However, the Purchaser shall be entitled to collect such payment claim
         on our behalf until we revoke such right or until his payments are
         discontinued. The Purchaser is only authorized to make assignment of
         these claims -- even only for the purpose of collection by way of
         factoring -- with our express written consent.

10.4     The Purchaser shall immediately give notice to us if any third party
         raises any claim with respect to such goods or claims which are owned
         by us.

10.5     If the value of the collateral exceeds our accounts receivable by more
         than 20% then we will release collateral on demand and at our
         discretion.

10.6     We are also entitled to take back goods on the basis of the reservation
         of title, even if we have not previously cancelled the contract. If
         products are taken back by way of the exercise of the reservation of
         ownership, this shall not constitute cancellation of the contract.

10.7     If the laws of the country in which the goods are located after
         delivery do not permit the Vendor to retain the title to said goods,
         but allow the retention of other similar rights to the delivery item,
         the Purchaser shall provide us with such other equivalent right. The
         Purchaser undertakes to assist us in the fulfilment of any form
         requirements necessary for such purpose.

11.      PLACE OF FULFILMENT, APPLICABLE LAW AND JURISDICTION:

11.1     The originating point of the goods shall, in each case, be the place of
         fulfilment for the delivery. Munich shall be the place of fulfilment
         for payment.


                                                                              11

11.2     Exclusively the laws of the Federal Republic of Germany shall apply
         between the parties. The application of the 1980 United Nations
         Convention on Contracts for the International Sale of Goods is
         expressly excluded.

11.3     If the Purchaser is a merchant or does not have a general place of
         jurisdiction in Germany, the place of jurisdiction is Munich. We shall,
         however, have the right to also bring a claim against the Purchaser at
         his general place of jurisdiction.

Munich, 15th May 2002



                                                                              12

APPENDIX C, PAGE 1 OF 2

Relevant Energy Price Index:

"BAFA Grenzubergangspreis" for natural gas

Source:


http://www.bmwi.de/BMWi/Navigation/Energie/Energiestatistiken/energiestatistiken,did=53736.html



Evaluation periods:
- --       Arithmetic mean value out of 6 months
- --       April to September for price adjustment of 1st half of the following
         year
- --       October to March for price adjustment of 2nd half of year
- --       Basis evaluation period: April 2006 -- September 2006

Price Adjustment Table:

CB ... Index value of Basis evaluation period
CN ... Index value of New evaluation period



CN/CB (%)                   Price Adjustment
                            EURO/kg
                         
< - 60 %                              [-]*
< - 40 %                              [-]*
< - 20 %                              [-]*
> + 20 %                              [-]*
> + 40 %                              [-]*
> + 60 %                              [-]*
> + 80%                               [-]*
etc.                                  etc.


On the following example for the calculation of the price adjustment the
procedure is explained in more detail.


- ----------
* INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
  FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE
  SECURITIES AND EXCHANGE COMMISSION.


                                                                              13

APPENDIX C, PAGE 2 OF 2

EXAMPLE FOR CALCULATION OF PRICE ADJUSTMENT

[FLOW CHART]

EX-10.30

                                                                   EXHIBIT 10.30


                                SUPPLY AGREEMENT

between           Wacker Chemie AG
                  Hanns-Seidel-Platz 4
                  81737 Munich
                  Federal Republic of Germany

                  - hereinafter referred to as "WACKER" -

and               Tianwei Yingli New Energy Resources Co.Ltd
                  No. 3055 Middle Fuxing Road
                  Bao Ding City
                  P.R.China (071051)

                  - hereinafter referred to as "BUYER" -

PREAMBLE

BUYER has requirements for polycrystalline Silicon. WACKER is willing to supply
BUYER with polycrystalline Silicon.

Now, therefore, in consideration of the foregoing and the mutual premises
hereinafter contained, WACKER and BUYER agree as follows:

1.    PRODUCT

WACKER agrees to sell and deliver and BUYER agrees to purchase and take the
polycrystalline Silicon manufactured by WACKER as defined per specification set
forth in APPENDIX A (hereinafter referred to as "PRODUCT").

2.    QUANTITIES

2.1   The BUYER shall make the agreed prepayment according to the payment
      schedule set forth in APPENDIX A.

      WACKER shall sell and deliver to BUYER and BUYER will purchase and take
      from WACKER the annual quantities of PRODUCT set forth in APPENDIX A.

3.    PRICES / PAYMENT TERMS

3.1   The prices for the PRODUCT are set forth in APPENDIX A.

3.2   The prices under Section 3.1 above shall be firm until 31.12.2013 and only
      subject to change, if the relevant energy price index, defined in APPENDIX
      C, increases or decreases by more than 20%. The agreed prices will be
      adjusted by the rate (Euro/kg) as specified in the table in APPENDIX C.


                                                                               2


3.3   WACKER shall invoice BUYER with each shipment of PRODUCT. BUYER shall pay
      such invoices net within [-]* ([-]*) days from the date of such invoices.

4.    DELIVERY

4.1   PRODUCT shall be delivered FOB German seaport (Incoterms 2000).

4.2   All deliveries of PRODUCT are subject to WACKER's General Conditions of
      Sale set forth in APPENDIX B and hereby made part of this Agreement,
      provided, however, that if there is any conflict between the terms of this
      Agreement and the said Conditions of Sale the terms of this Agreement
      shall prevail.

4.3   The agreed annual quantities for 2009 will be shipped in the second half
      of the calendar year 2009. The agreed annual quantities for the years
      2010, 2011,2012 and 2013 will be shipped in about equal monthly
      installments.

5.    QUALITY / INSPECTION AND TESTING

5.1   The PRODUCT supplied by WACKER shall conform to the specifications set
      forth in APPENDIX A.

5.2   It is understood and expressly agreed that the PRODUCT delivered by WACKER
      hereunder are PRODUCTS of technical quality only and BUYER is exclusively
      responsible for fitness for purpose, handling, use and application of the
      PRODUCT.

5.3   Upon receipt of each shipment of PRODUCT BUYER shall inspect the PRODUCT.
      Unless BUYER notifies WACKER within [-]* ([-]*) days after the arrival of
      the shipment at Buyer's premises or warehouse, that it does not conform to
      the quantity ordered or WACKER's certificate of quality does not conform
      to the specifications set forth in APPENDIX A, said shipment shall be
      deemed to have been delivered as ordered and WACKER's certificate of
      quality shall be deemed to conform to the specifications.

6.    WARRANTY/LIABILITY

6.1   WACKER warrants solely that the PRODUCT delivered shall conform to the
      specifications set forth in APPENDIX A. Except for the warranty provided
      above, WACKER disclaims any and all other express or implied warranties
      with respect to the PRODUCT, and any warranty of merchantability or
      fitness for a particular purpose is expressly disclaimed.

6.2   BUYER's exclusive remedy and WACKER's sole obligation for any claim or
      cause of action arising under this Agreement because of defective PRODUCT
      is expressly limited to either (i) the replacement of non-conforming
      PRODUCT or the repayment of the


- --------
* INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.

                                                                               3



      purchase price of the respective quantity of PRODUCT; OR (ii) payment not
      to exceed the purchase price of the specific quantity of PRODUCT for which
      damages are claimed. Any remedy is subject to BUYER giving WACKER notice
      as provided for in Section 5.3.

6.3   The parties agree that the remedies provided in this Agreement are
      adequate and that except as provided for above, neither party shall be
      liable to the other, whether directly or by way of indemnity or
      contribution for special, incidental, consequential or other damages
      arising from the breach of any obligation hereunder or for any other
      reason whatsoever, including actions for tort, strict or product
      liability, patent or trademark infringement except as provided for herein.

7.    CONFIDENTIALITY

7.1   BUYER may use all the information disclosed by WACKER under this Agreement
      only for the purposes contemplated herein.

7.2   BUYER agrees to keep secret such information and to take the necessary
      measures to prevent any disclosure to third parties.

7.3   BUYER is responsible for assuring that secrecy is maintained by its
      employees and agents.

7.4   The secrecy obligation does not apply to information

      -  where BUYER can prove that is was known to BUYER prior to its receipt;

      -  which is or has become generally available to the public prior to its
         receipt;

      -  which is or has become generally available to the public without being
         the result of a breach of this Agreement;

      -  which is in accordance with information BUYER received or got access to
         from an entitled person without any obligation of secrecy;

      -  where WACKER approved the disclosure in a particular case in writing.

7.5   The secrecy obligation shall survive the term of this Agreement.

8.    SECURITY INTEREST

      BUYER hereby grants WACKER a continuing security interest in any PRODUCT
      and in the proceeds (including proceeds of sale or insurance) until the
      entire purchase price for the PRODUCT currently or previously sold to
      BUYER is paid and until all late payment interest, legal fees and expenses
      required to enforce WACKER's rights and any costs, expenses, taxes or
      other charges required to be paid by BUYER to WACKER have been paid in
      full. BUYER specifically agrees that WACKER may file one or more financing
      statements or other documents and take all necessary or appropriate in
      order to create, perfect, preserve or enforce WACKER's security interest
      in the PRODUCT pursuant to the Uniform Commercial Code and other
      applicable law, and hereby grants to WACKER a power of attorney to execute
      such statements or documents in BUYER's name. WACKER's reasonable costs
      and expenses (including, but not limited to, attorney's fees


                                                                               4


      and expenses for pursuing, searching for, receiving, taking, keeping,
      storing, advertising and selling the PRODUCT shall be paid by BUYER who
      shall remain liable for any deficiency resulting from a sale of the
      PRODUCT and shall pay any deficiency forthwith on demand. The requirement
      of reasonable notice of sale shall be met if such notice is mailed and
      addressed to BUYER at its last address appearing on WACKER's records at
      least 30 days prior to the date of sale.

9.    FORCE MAJEURE

9.1   If either party should be prevented or restricted directly or indirectly
      by an event of Force Majeure as hereinafter defined from performing all or
      any of its obligations under this Agreement, the party so affected will be
      relieved of performance of its obligations hereunder during the period
      that such event and its consequences will continue, but only to the extent
      so prevented, and will not be liable for any delay or failure in the
      performance or any of its obligations hereunder or loss or damage whether
      direct, general, special or consequential which the other party may suffer
      due to or resulting from such delay or failure, provided always that
      prompt notice is given by the affected party to the unaffected party by
      facsimile or telephone of the occurrence of the event constituting the
      Force Majeure, together with details thereof and an estimate of the period
      of time for which it will continue.

9.2   The term Force Majeure shall include without limitation strike, labor
      dispute, lock out, fire, explosion, flood, war (accident), act of god or
      any other cause beyond the reasonable control of the affected party,
      whether similar or dissimilar to the causes enumerated above.

10.   ASSIGNMENT

      This Agreement or any part thereof is not assignable by either party
      without the prior written consent of the other party.

11.   ENTIRE AGREEMENT

11.1  This Agreement constitutes the whole agreement between the parties as to
      the subject matter thereof and no agreements, representations or
      warranties between the parties other than those set out herein are binding
      on the parties.

11.2  No waiver, alteration, or modification of this Agreement shall be valid
      unless made in writing and signed by authorized representatives of the
      parties.

12.   SEVERABILITY

      In the event, any provision of this Agreement shall be declared invalid,
      illegal or unenforceable, the validity, legality and enforceability of the
      remaining provisions shall not in any way be affected or impaired thereby.

                                                                               5


13.   HEADINGS

      The headings of the articles of this Agreement are inserted for
      convenience only and shall not be deemed to constitute a part of this
      Agreement or to affect the construction hereof.

14.   DURATION / TERMINATION

14.1  This Agreement will commence on the 01.10.2006 and will endure for a
      defined period of 7 (seven) years and 3 (three) month.

15.   APPLICABLE LAW/ JURISDICTION

      This Agreement shall be construed and the legal relations between the
      parties hereto shall be determined in accordance with the laws of Germany;
      the application of the 1980 United Nations Convention on Contracts for the
      International Sale of Goods is expressly excluded.

Exclusive place of jurisdiction shall be Munich.


                                             
Wacker Chemie AG                                   Tianwei Yingli New Energy Resources  Co. Ltd
WACKER POLYSILICON

Date: August 3, 2006                               Date: August 10, 2006

 /s/ Eward Shindlbeck  /s/ Reimund Huber           /s/ Liansheng Miao
- ---------------------  --------------------------  --------------------------------------------
Ewald Schindlbeck      Reimund Huber
President              Director Marketing & Sales




                                                                               6



APPENDIX A

SOLARQRADE POLYSILICON

SPECIFICATION PCL-NCS (B)




Calendar year             2009       2010       2011       2012       2013
                          ------------------------------------------------------
                                                       
Annual quantity (kg)      [-]*       [-]*       [-]*       [-]*       [-]*
Price (EURO/kg)           [-]*       [-]*       [-]*       [-]*       [-]*
FOB German Seaport



PREPAYMENT SCHEDULE

The BUYER will prepay the amount of [-]* Euro/kg for the total above agreed
contract quantity. The invoices, regarding deliveries up to the annual agreed
quantity, will be reduced by [-]* Euro/kg with each shipment. So WACKER's
invoice will state the above agreed prices on the invoice, but will make note,
that the BUYER has only to pay the invoice amount reduced by [-]* Euro/kg. [-]*
Euro/kg of the prepayment remain at WACKER.

Regarding to the agreed annual quantities the total prepayment amount of Euro
[-]* ([-]*) has to be paid according to the following schedule on the account of
Wacker Chemie AG:

October 2nd, 2006 Euro [-]* ([-]*)

In case the BUYER does fail to take the full amount of the agreed annual
quantity in one respective calendar year, WACKER does not have to repay the not
absorbed outstanding prepayment (regarding the respective calendar year), BUYER
also doesn't have the right to set this prepayment against deliveries of the
following year.


- --------
* INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.

                                                                               7


                                   APPENDIX B

                           GENERAL CONDITIONS OF SALE

1.    GENERALLY:

All our supplies and services as well as all contracts concluded with us are
exclusively subject to the following conditions of sale. Terms of the Purchaser
which contradict or which deviate from our sales terms and which are not
expressly recognised by us are not valid even if we do not expressly object to
them. Where a continuing business relationship exists, all future contracts,
supplies and services are also subject to our conditions of sale.

2.    OFFER, CONCLUSION OF CONTRACT:

Our offers are subject to change and non-binding. Orders are only valid if
confirmed by us in writing or if recognised by us through the act of delivery.
Any additional verbal agreements, supplements and modifications are also only
valid if confirmed in writing.

3.    DELIVERY, DEFAULT:

3.1   Unless otherwise agreed, any dates quoted for delivery are non-binding.

3.2   We are entitled to make partial deliveries as far as the Purchaser must
      reasonably accept this in the circumstances of an individual case. The
      corresponding invoices issued are payable without regard to whether
      complete delivery has been made.

3.3   In the event delivery is delayed, the Purchaser may set us a reasonable
      grace period with the notice that he rejects the acceptance of the
      delivery item after expiry of the grace period. After the expiry of the
      grace period, the Purchaser is entitled to cancel the contract of sale
      through written notice or to request damages instead of performance.

      At our request the Purchaser is obligated to state within a reasonable
      period whether he cancels the contract due to delay in delivery, seeks
      damages instead of performance or insists on performance.

3.4   Our liability is set forth in para. 9. Furthermore in the event of slight
      negligence, our liability is limited to the invoice value of the
      respective delivery item.

4.    RETURN OF LOAN PACKAGING:

In the event of delayed return (meaning in the event normal uploading times are
exceeded) of loading equipment, loading banks and other loan packaging we
reserve the right to charge the Purchaser for the costs incurred by us.

5.    PRICES:

5.1   Unless otherwise expressly agreed, prices are quoted "ex works" excluding
      packaging and plus delivery and shipping costs as well as plus any
      applicable Value Added Tax.

                                                                               8


5.2   The prices valid on the day of dispatch shall apply.

Should the latter be higher than the contractual price, the purchaser is
entitled to cancel the contract with regard to the quantities still to be
delivered. Cancellation shall be made within 14 days after notification of said
price increase.

6.    PAYMENT:

6.1   The payment shall be made in Euro to one of our bank accounts indicated on
      the reverse side.

6.2   Should Purchaser be in arrears with payment, interest for default shall be
      due and payable at 12%, but at least 8% above the respective base interest
      rate. We reserve the right to claim further damages. If the interest we
      claim is higher than the statutory interest for delayed payment, the
      Purchaser has the right to demonstrate lower damages just as we have the
      right to show that greater damages were incurred.

6.3   Should Purchaser be in arrears with payment or should there be reasonable
      doubts as to Purchaser's solvency or credit rating, we are -- without
      prejudice to our other rights -- entitled to require payment in advance
      for deliveries not yet made, and to require immediate payment of all our
      claims arising from the business relation.

6.4   Bills of exchange and cheques shall be accepted upon separate agreement
      and only by way of payment. All expenses incurred in this regard shall be
      borne by the Purchaser.

6.5   Only uncontested or legally proved claims shall entitle the Purchaser to
      set-off or withhold payment.

7.    FORCE MAJEURE:

Events of Force Majeure, in particular strikes, lock outs, operation or
transport interruptions, including at our suppliers, shall suspend the
contractual obligations of each party for the period of the disturbance and to
the extent of its effects. Should the delays caused exceed a period of 6 weeks,
both parties shall be entitled to cancel the contract, with respect to the
contractual performance affected by such delays. No other claims exist.

8.    QUALITY:

8.1   All our data, especially data relating to product suitability, processing
      and use, as well as to technical support, have been compiled to the best
      of our knowledge. The Purchaser, however, must still perform his own
      inspections and preliminary trials.

8.2   The Purchaser undertakes to examine the goods immediately after delivery
      with respect to any defects concerning quality and suitability of purpose
      and object to ascertainable defects. Sample testing shall also be
      performed if this can be reasonably expected of the Purchaser. Failure to
      proceed in aforesaid manner shall result in the goods being regarded as
      accepted.

                                                                               9


8.3   Complaints must be made within 8 days after receipt of the goods. In case
      of hidden faults, however, complaints are to be made immediately on
      discovery, within one year after receipt at the very latest. Said claims
      shall only be taken into consideration if and when made in writing and
      with the relevant documentation attached. To comply with the time limit it
      shall be sufficient if the complaint is sent in good time.

8.4   We are not liable on the basis of public statements by us, the
      manufacturer or his agents, if we were not aware of the statement or were
      not required to have knowledge thereof, the statement was already
      corrected at the time of the purchase decision or the Purchaser cannot
      show that the statement influenced his purchase decision.

8.5   We are not liable for defects which only marginally reduce the value or
      the suitability of the object. A marginal defect exists in particular if
      the defect can be removed by the Purchaser himself with insignificant
      effort.

8.6   If the Purchaser requests replacement performance due to a defect, we may
      choose whether we remove the defect ourselves or deliver a defect-free
      object as a replacement. The right to reduce the price or cancel the
      contract in the event of unsuccessful replacement performance shall remain
      unaffected.

8.7   Where complaints are justified, the goods may only be returned to us at
      our expense if after we receive notice of the defect we do not offer to
      collect or dispose of the goods.

8.8   If increased costs arise because the Purchaser has transferred the goods
      to a place other than his commercial place of business, we shall charge
      the Purchaser for the increased costs in connection with the remedying of
      the defect, unless the transfer corresponds to the designated use of the
      object.

8.9   Damage and claims for reimbursement of expenses shall remain unaffected as
      far as not excluded by para. 9.

8.10  All claims due to a defect are subject to a limitation period of one year
      after delivery of the object. No warranty is made for used objects. The
      statutory limitation period for objects which are used for a building
      structure in accordance with their usual manner of use, and which cause
      the defectiveness thereof, shall remain unaffected.

8.11  The rights of the Purchaser under Sections 478, 479 German Civil Code
      remain unaffected.

9.    LIABILITY:

Our liability is excluded, regardless of the legal grounds.

This shall not apply in the event of intentional actions or gross negligence by
us or our legal representatives or agents or in the event of breach of material
contractual duties.

In the event of a slightly negligent breach of material contractual duties, our
liability is limited to twice the invoice value of the respective delivery item.
For damages due to delayed performance para. 3.4 shall also apply. Our liability
for damages due to injury to life, the body or health, the


                                                                              10


liability based on a guarantee and under mandatory statutory provisions, in
particular the Product Liability Act, remain unaffected.

10.   RESERVATION OF OWNERSHIP:

10.1  The goods that have been sold remain our sole property until all
      outstanding debts arising from the business connection with the Purchaser
      have been paid in full. The Purchaser has power of disposal of the
      purchased goods in the ordinary course of business, or he may process the
      goods until revocation by us.

10.2  Reservation of ownership and power of disposal, as laid down in clause
      10.1, also apply to the full value of the manufactured goods produced by
      processing, mixing and blending or combining our goods. In each case we
      qualify as the manufacturer. In cases where the goods are processed, mixed
      and blended or combined with those of a third party, and where the
      reservation of the latter continues to apply, then we acquire joint
      ownership in proportion to the invoice value of those processed goods. If
      security rights of a third party are in fact or in law below that share,
      the difference will be to our benefit.

10.3  If the Purchaser resells our goods to third parties he hereby assigns the
      entire resulting payment claim -- or in the amount of our joint share
      therein (see para. 10.2) -- to us. In the event the parties agree on a
      current account, the respective balance amounts shall be assigned.
      However, the Purchaser shall be entitled to collect such payment claim on
      our behalf until we revoke such right or until his payments are
      discontinued. The Purchaser is only authorized to make assignment of these
      claims -- even only for the purpose of collection by way of factoring --
      with our express written consent.

10.4  The Purchaser shall immediately give notice to us if any third party
      raises any claim with respect to such goods or claims which are owned by
      us.

10.5  If the value of the collateral exceeds our accounts receivable by more
      than 20% then we will release collateral on demand and at our discretion.

10.6  We are also entitled to take back goods on the basis of the reservation of
      title, even if we have not previously cancelled the contract. If products
      are taken back by way of the exercise of the reservation of ownership,
      this shall not constitute cancellation of the contract.

10.7  If the laws of the country in which the goods are located after delivery
      do not permit the Vendor to retain the title to said goods, but allow the
      retention of other similar rights to the delivery item, the Purchaser
      shall provide us with such other equivalent right. The Purchaser
      undertakes to assist us in the fulfilment of any form requirements
      necessary for such purpose.

11.   PLACE OF FULFILMENT, APPLICABLE LAW AND JURISDICTION:

11.1  The originating point of the goods shall, in each case, be the place of
      fulfilment for the delivery. Munich shall be the place of fulfilment for
      payment.

                                                                              11


11.2  Exclusively the laws of the Federal Republic of Germany shall apply
      between the parties. The application of the 1980 United Nations Convention
      on Contracts for the International Sale of Goods is expressly excluded.

11.3  If the Purchaser is a merchant or does not have a general place of
      jurisdiction in Germany, the place of jurisdiction is Munich. We shall,
      however, have the right to also bring a claim against the Purchaser at his
      general place of jurisdiction.

Munich, 15th May 2002

                                                                              12


APPENDIX C, PAGE 1 OF 2

Relevant Energy Price Index:

"BAFA Grenzubergangspreis" for natural gas

Source:

http://www.bmwi.de/BMWi/Navigation/Energie/Energiestatistiken/
energiestatistiken,did=53736.html

Evaluation periods:

- -     Arithmetic mean value out of 6 months

- -     April to September for price adjustment of 1st half of the following year

- -     October to March for price adjustment of 2nd half of year

- -     Basis evaluation period: April 2006 - September 2006

Price Adjustment Table:

CB ... Index value of Basis evaluation period
CN ... Index value of New evaluation period




CN/CB (%)          Price Adjustment
                   EURO / kg
                
< - 60 %                 [-]*
< - 40 %                 [-]*
< - 20 %                 [-]*

> + 20 %                 [-]*
> + 40 %                 [-]*
> + 60 %                 [-]*
> + 80%                  [-]*
etc.                     etc.



On the following example for the calculation of the price adjustment the
procedure is explained in more detail.


- --------
* INFORMATION INTENTIONALLY OMITTED; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
FOR SUCH INFORMATION, AND SUCH INFORMATION HAS BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.





                                                                              13


APPENDIX C, PAGE 2 OF 2

EXAMPLE FOR CALCULATION OF PRICE ADJUSTMENT

[FLOW CHART]

EX-10.31

                                                                               .
                                                                               .
                                                                               .
                                                                   Exhibit 10.31

                                                                     Translation

                                PURCHASE CONTRACT

                                                                      
Party A: Baoding Tianwei Yingli New Energy Resources Co., Ltd.           Contract No.: YLXG070418
Party B: Sichuan Xinguang Silicon Science and Technology Co., Ltd.       Date of Execution: April 10, 2007



After friendly discussions, in accordance with the Contract Law of People's
Republic of China, Party A and Party B hereby enter into this contract (this
"Contract") in Baoding, Hebei Province.

I.       Product Description, Specification, Quantity, Unit Price and Total
         Price:



     Product         Specification         Time of        Quantity      Unit Price (per         Total Price
   Description                            Delivery                       kilogram, tax
                                                                           included)
- ------------------ ------------------- ---------------- ------------- --------------------- ---------------------
                                                                             
   Solar Grade         Please see        By December      200 Tons            1650          RMB 330,000,000 (In
     Silicon           Exhibit I          31, 2007                                             Words): Three
  Washing-free          (Product                                                             Hundred and Thirty
                     Specification                                                                Million
                    Description) for                                                           (Tax Included)
                        details.




     Product             Specification            Time of       Quantity       Unit Price (per kilogram, tax
   Description                                   Delivery                                included)
- ------------------ -------------------------- ---------------- ------------ -------------------------------------
                                                             
   Solar Grade       Please see Exhibit I       By December    1,000 Tons   Fluctuates with the Market Price in
     Silicon        (Product Specification       31, 2008                                   2008
  Washing-free     Description) for details.


II.      Transportation and Packaging Criteria:

         The seller shall be responsible for delivery of the goods to Baoding
         Tianwei Yingli New Energy.

         Packing Criteria: Plastic Packaging: 5 kilograms/package.

III.     Time of Delivery:

         The shipment shall be made within 30 days after the Contract has been
         signed;

         All goods to be delivered in 2007 shall be delivered in batch to the
         place of delivery designated by the purchaser by December 31, 2007.

IV.      Acceptance Method:

         1.    An acceptance test shall be made with respect to the brand,
               quantity, type, specification and defects in appearance within 15
               days after the goods have been delivered to the purchaser's
               plant.


                                       1


         2.    Acceptance Method: Sample Test.

         3.    In the event of any dispute in connection with the acceptance,
               the relevant State inspection authority shall conduct a test for
               the products in accordance with the inspection criteria and
               methods for solar grade silicon washing-free materials,

V.       Terms of Payment:

         100% Advance Payment: the seller shall give notice to the purchaser at
         least 7 days prior to delivery, and the purchaser shall make advance
         payment for all goods in this batch within 7 days; and the seller shall
         issue the VAT invoice (at a tax rate of 17%).

VI.      Liability for Breach

         In the event that either party breaches this Contract during the term
         hereof, the breaching party shall be liable for all responsibilities,
         including, but not limited to, actual losses, and litigation fees,
         attorney's fees and travel fees in connection with such liability.
         During the effective term hereof, Party A and Party B shall fully
         perform their obligations hereunder. In the event that either party
         fails to perform this Contract for any special reason, it shall give
         written notice to the other party hereto at least 90 days in advance;
         provided that the obligations of the parties hereto may only be revoked
         upon mutual agreement after friendly discussions with the other party
         hereto; and provided further that the liquidated damages shall be
         settled by the parties hereto through consultation.

VII.     Anything not addressed herein shall be solved by the parties through
         consultation. If no settlement can be reached through such
         consultation, the parties agree that either party may bring such
         dispute for judgment before the People's Court of competent
         jurisdiction where this Contract is executed.

VIII.    This Contract shall be executed in two (2) copies with each of the
         Party A and Party B holding one (1) copy, all of which shall become
         effective upon execution by the parties (a faxed copy of which shall be
         valid).

                                                                   
Purchaser:          Baoding Tianwei Yingli New Energy     Seller:           Sichuan Xinguang Silicon Science
                    Resources Co., Ltd. (Seal)                              and Technology Co., Ltd. (Seal)
Representative:     /s/Zhao Zhiqiang                      Representative:   /s/Chen Shaoping
Address:            3055 Fuxingzhong Road, Baoding,       Address:          Leshan High&New Tech Industrial
                    Heibei                                                  Development Zone, Leshan
Telephone:          0312-8929869                          Telephone:        0833-2596403
Fax:                0312-8929800                          Fax:              0833-2596408




                                       2


                             SUPPLEMENTAL AGREEMENT

Party A:   Baoding Tianwei Yingli New Energy Resources Co., Ltd.

Party B:   Sichuan Xinguang Silicon Science and Technology Co., Ltd.

Date:      April 10, 2007

With respect to the purchase contract entered into by Party A and Party B on
April 10, 2007 (Contract No: YLXG070418) (the "Purchase Contract"), the parties
hereby further agree as follows:

The quantity of the goods to be delivered as set forth in Article I of the
Purchase Contract (Contract No: YLXG070418) shall be subject to the actual
quantity produced by Party B, and shall not be contractually binding upon Party
B. The parties shall have the friendly cooperation spirit, and Party B shall use
its best endeavors to assist Party A with the purchase of polycrystalline
silicon.

                                                                   
Party A:            Baoding Tianwei Yingli New Energy     Party B:          Sichuan Xinguang Silicon Science
                    Resources Co., Ltd. (Seal)                              and Technology Co., Ltd. (Seal)
Representative:     /s/Zhao Zhiqiang                      Representative:   /s/Chen Shaoping
Address:            3055 Fuxingzhong Road, Baoding,       Address:          Leshan High&New Tech Industrial
                    Heibei                                                  Development Zone, Leshan
Telephone:          0312-8929869                          Telephone:        0833-2596403
Fax:                0312-8929800                          Fax:              0833-2596408




                                       3


                                    Exhibit I

                        Product Specification Description

1.       Phosphorus test: type N, resistivity >100 OMEGA.cm; Boron test: type
         P, > 1000 OMEGA.cm; minority carriers lifetime >100 OM s; oxygen
         content: less than 10 to the 17th power/cm cubed; carbon content: less
         than 10 to the 16th power/cm cubed



2.       There shall be no oxidizing layer or insoluble substance.



3.       Chunk: diameter >40mm

                                       4

EX-10.32

                                                                   EXHIBIT 10.32

         AMENDMENT NO. 1 TO YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
                           2006 STOCK INCENTIVE PLAN

     THIS AMENDMENT is made on May 11, 2007 by Yingli Green Energy Holding
Company Limited (the "Company").

     WHEREAS, the Company adopted the Yingli Green Energy Holding Company
Limited 2006 Stock Incentive Plan (the "Stock Incentive Plan") in December 2006;

     WHEREAS, Section 13 of the Stock Incentive Plan allows the Board of
Directors of the Company to increase the total number of shares reserved for the
purpose of the Stock Incentive Plan subject to approval of the shareholders of
the Company;

     WHEREAS, the Board of Directors of the Company has determined that it is in
the best interests of the Company to amend the Stock Incentive Plan as set forth
below; and

     NOW, THEREFORE, upon approval by the shareholders of the Company, the Stock
Incentive Plan shall be amended as set forth below:

1.   Section 2(n) of the Stock Incentive Plan shall be deleted in its entirety
     and replaced with the following:

     "(n) FAIR MARKET VALUE: On a given date, (i) if there should be a public
          market for the Shares on such date, the arithmetic mean of the high
          and low prices of the Shares as reported on such date on the Composite
          Tape of the principal national securities exchange on which such
          Shares are listed or admitted to trading, or if the Shares are not
          listed or admitted on any national securities exchange, the arithmetic
          mean of the per Share closing bid price and per Share closing asked
          price on such date as quoted on the National Association of Securities
          Dealers Automated Quotation System (or such market in which such
          prices are regularly quoted)(the "NASDAQ"), or, if no sale of Shares
          shall have been reported on the Composite Tape of any national
          securities exchange, including the NASDAQ on such date, then the
          immediately preceding date on which sales of the Shares have been so
          reported or quoted shall be used, or (ii) if there should not be a
          public market for the Shares on such date, the Fair Market Value shall
          be the value established by the Committee in good faith.
          Notwithstanding the foregoing, if an Award is granted subject to the
          closing of a Qualified IPO, the Fair Market Value of a Share shall be
          equal to (i) the public offering price for one Share specified in the
          cover page of the final prospectus with respect to the Qualified IPO,
          or (ii) if other securities representing Shares are offered in the
          Qualified IPO, the public offering price for one such security
          specified in the cover page of the final prospectus with respect to
          the Qualified IPO divided by the number of Shares represented by each
          such security offered in the Qualified IPO."

     2.   Section 2(w) of the Stock Incentive Plan shall be deleted in its
          entirety and replaced with the following:



                                       1




          "(w) PLAN: This Yingli Green Energy Holding Company Limited 2006
               Stock Incentive Plan, as may be amended from time to time in
               accordance with Section 13 hereof."

3.   Sections 2(x), 2(y) and 2(z) of the Stock Incentive Plan shall be
     renumbered as Sections 2(y), 2(z) and 2(aa), respectively.

4.   The following paragraph shall be inserted into the Stock Incentive Plan and
     become Section 2(x):

     "(x) QUALIFIED IPO: The closing of the Company's first firm commitment,
          underwritten public offering of Shares or securities representing
          Shares in connection with which Shares or such securities are listed
          and become publicly traded on an internationally recognized securities
          exchange (including NASDAQ)."

5.   Section 3 of the Stock Incentive Plan shall be deleted in its entirety and
     replaced with the following:

     "3.  SHARES SUBJECT TO THE PLAN

          The total number of Shares which may be issued under the Plan is
     8,240,658. Among the total number of Shares which may be issued under the
     Plan, up to 2,715,243 Shares may be issued for the purpose of granting
     awards of restricted Shares and up to 5,525,415 Shares may be issued for
     the purpose of granting Options. The Shares may consist, in whole or in
     part, of authorized and unissued Shares, or Shares purchased on the open
     market. The issuance of Shares or the payment of cash upon the exercise of
     an Award or in consideration of the cancellation or termination of an Award
     shall reduce the total number of Shares available under the Plan, as
     applicable. Shares which are subject to Awards which terminate or lapse
     without the payment of consideration may be granted again under the Plan."

EX-21.1

                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 21.1

                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
                              LIST OF SUBSIDIARIES



                                                        JURISDICTION OF
NAME                                                     INCORPORATION
- ----                                                    ---------------
                                                     
Baoding Tianwei Yingli New Energy Resources Co., Ltd.        China
Chengdu Yingli New Energy Resources Co., Ltd.                China
Tibet Tianwei Yingli New Energy Resources Co., Ltd.          China
Baoding Yingli Guangfu Co., Ltd. (Inactive)                  China
Tibet Keguang Industries and Trading Co., Ltd.               China

EX-23.1

                                                                    EXHIBIT 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholder
Yingli Green Energy Holding Company Limited


We consent to the use of our report dated March 30, 2007, except as to the Note
25(e), which is as of April 26, 2007, with respect to the consolidated balance
sheet of Yingli Green Energy Holding Company Limited and its subsidiary as of
December 31, 2006, and the related consolidated statements of income,
shareholder's equity and comprehensive income, and cash flows for the period
from August 7, 2006 (date of inception) to December 31, 2006, and the
consolidated balance sheets of Baoding Tianwei Yingli New Energy Resources Co.,
Ltd. and its subsidiary as of December 31, 2004 and 2005 and September 4, 2006,
and the related consolidated statements of income, owners' equity, and cash
flows for the years ended December 31, 2004 and 2005, and for the period from
January 1, 2006 through September 4, 2006, included herein and to the reference
to our firm under the heading "Experts" in the prospectus.



/s/KPMG
Hong Kong, China

May 9, 2007

EX-99.1

                                                                    EXHIBIT 99.1

                       CODE OF BUSINESS CONDUCT AND ETHICS
                 OF YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

I.   PURPOSE

     Yingli Green Energy Holding Company Limited and its subsidiaries (the
"Company") is committed to conduct its business in accordance with applicable
laws, rules and regulations and the highest standards of business ethics. This
Code of Business Conduct and Ethics (the "Code") contains general guidelines for
conducting the business of the Company. To the extent this Code requires a
higher standard than required by commercial practice or applicable laws, rules
or regulations, we adhere to these higher standards.

     This Code is designed to deter wrongdoing and to promote:

     (i) honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;

     (ii) full, fair, accurate, timely, and understandable disclosure in reports
and documents that the Company will file with, or submit to, the U.S. Securities
and Exchange Commission (the "SEC") and in other public communications made by
the Company;

     (iii) compliance with applicable governmental laws, rules and regulations;

     (iv) prompt internal reporting of violations of the Code; and

     (v) accountability for adherence to the Code.

II.  APPLICABILITY

     This Code applies to all of the directors, officers, employees and advisors
of the Company, whether they work for the Company on a full-time, part-time,
consultative, or temporary basis (each an "employee" and collectively, the
"employees").

     The Board of Directors of the Company (the "Board") has appointed or will
appoint a compliance officer for the Company (the "Compliance Officer"). If you
have any questions regarding the Code or would like to report any violation of
the Code, please call or email the Compliance Officer. Any questions or
violations of the Code involving an executive officer, which include the Chief
Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief
Technology Officer and Vice Presidents and any other persons who perform similar
functions for the Company (each an "executive officer"), shall be directed or
reported to any of our independent director on the Board or the members of the
appropriate committee of the Board, and any such questions or violations will be
reviewed directly by the Board or the appropriate committee of the Board.

     This Code was adopted by the Board on May 11, 2007 and will become
effective concurrently with the Company's first public filing of a registration
statement on Form F-1 with




the SEC relating to the Company's initial public offering of its ordinary shares
in the form of American Depositary Shares in the United States (the "IPO").

III. CONFLICTS OF INTEREST

     A.   IDENTIFYING CONFLICTS OF INTEREST

     A conflict of interest occurs when an employee's private interest
interferes, or appears to interfere, in any way with the interests of the
Company as a whole. You should actively avoid any private interest that may
influence your ability to act in the interests of the Company or that may make
it difficult to perform your work objectively and effectively. In general, the
following should be considered conflicts of interest:

     1.   Competing Business. No employee may be concurrently employed by a
business that competes with the Company or deprives it of any business.

     2.   Corporate Opportunity. No employee should use corporate property,
information or his or her position with the Company to secure a business
opportunity that would otherwise be available to the Company. If you discover a
business opportunity that is in the Company's line of business, through the use
of the Company's property, information or position, you must first present the
business opportunity to the Company before pursuing the opportunity in your
individual capacity.

     3.   Financial Interests.

          (i)  No employee may have any financial interest (ownership or
otherwise), either directly or indirectly through a spouse or other family
member, in any other business entity if such financial interest adversely
affects the employee's performance of duties or responsibilities to the Company,
or requires the employee to devote certain time during such employee's working
hours at the Company;

          (ii) no employee may hold any ownership interest in a privately-held
company that is in competition with the Company;

          (iii) an employee may hold up to but no more than 1.0% ownership
interest in a publicly traded company that is in competition with the Company;
and

          (iv) no employee may hold any ownership interest in a company that has
a material business relationship with the Company.

          If an employee's ownership interest in a business entity described in
     clause (iii) above increases to more than 1.0%, the employee must
     immediately report such ownership to the Compliance Officer.

     4.   Loans or Other Financial Transactions. No employee may obtain loans or
guarantees of personal obligations from, or enter into any other personal
financial transaction with, any company that is a material customer, supplier or
competitor of the Company. This



                                       2




guideline does not prohibit arms-length transactions with recognized banks or
other financial institutions.

     5.   Service on Boards and Committees. No employee should serve on a board
of directors or trustees or on a committee of any entity (whether profit or
not-for-profit) whose interests reasonably could be expected to conflict with
those of the Company. Employees must obtain prior approval from the Board before
accepting any such board or committee position. The Company may revisit its
approval of any such position at any time to determine whether service in such
position is still appropriate.

          It is difficult to list all of the ways in which a conflict of
     interest may arise, and we have provided only a few, limited examples. If
     you are faced with a difficult business decision that is not addressed
     above, ask yourself the following questions:

          o    Is it legal?

          o    Is it honest and fair?

          o    Is it in the best interests of the Company?

     B.   DISCLOSURE OF CONFLICTS OF INTEREST

     The Company requires that employees fully disclose any situations that
reasonably could be expected to give rise to a conflict of interest. If you
suspect that you have a conflict of interest, or something that others could
reasonably perceive as a conflict of interest, you must report it immediately to
the Compliance Officer. Conflicts of interest may only be waived by the Board,
or the appropriate committee of the Board, and will be promptly disclosed to the
public to the extent required by law.

     C.   FAMILY MEMBERS AND WORK

     The actions of family members outside the workplace may also give rise to
conflicts of interest because they may influence an employee's objectivity in
making decisions on behalf of the Company. If a member of an employee's family
is interested in doing business with the Company, the criteria as to whether to
enter into or continue the business relationship, and the terms and conditions
of the relationship, must be no less favorable to the Company compared with
those that would apply to a non-relative seeking to do business with the Company
under similar circumstances.

     Employees should report any situation involving family members that could
reasonably be expected to give rise to a conflict of interest to their
supervisor or the Compliance Officer. For purposes of this Code, "family
members" or "members of your family" include your spouse, brothers, sisters and
parents, in-laws and children.



                                       3


IV.  GIFTS AND ENTERTAINMENT

     A.   GENERALLY

     The giving and receiving of gifts is common business practice. Appropriate
business gifts and entertainment are welcome courtesies designed to build
relationships and understanding among business partners. However, gifts and
entertainment should never compromise, or appear to compromise, your ability to
make objective and fair business decisions.

     It is the responsibility of employees to use good judgment in this area. As
a general rule, employees may give or receive gifts or entertainment to or from
customers or suppliers only if the gift or entertainment could not be viewed as
an inducement to any particular business decision. All gifts and entertainment
expenses made on behalf of the Company must be properly accounted for on expense
reports, and all gift and entertainment expenses exceeding RMB1,000 made on
behalf of the Company must be approved by the head of the relevant department of
the Company.

     Employees may only accept appropriate gifts. We encourage employees to
submit gifts received to the Company. While it is not mandatory to submit small
gifts, gifts of over RMB200 must be submitted immediately to the administration
department of the Company.

     The Company's business conduct is founded on the principle of "fair
transaction." Therefore, no employee may give or receive kickbacks, bribe
others, or secretly give or receive commissions or any other personal benefits.

     B.   UNITED STATES FOREIGN CORRUPT PRACTICES ACT COMPLIANCE

     The United States Foreign Corrupt Practices Act ("FCPA") prohibits giving
anything of value, directly or indirectly, to officials of foreign governments
or foreign political candidates in order to obtain or retain business. A
violation of FCPA not only violates the Company's policy but is also a civil or
criminal offense under FCPA which the Company is subject to after the Code
becomes effective. No employee shall give or authorize directly or indirectly
any illegal payments to government officials of any country. While the FCPA
does, in certain limited circumstances, allow nominal "facilitating payments" to
be made, any such payment must be discussed with and approved by your supervisor
in advance before it can be made.

     C.   POLITICAL CONTRIBUTIONS

     Except as approved in advance by the Chief Executive Officer or Chief
Financial Officer of the Company, the Company prohibits political contributions
(directly or through trade associations) by any employee on behalf of the
Company. Prohibited political contribution activities include:

     (i)  any contributions of Company funds or other assets for political
          purposes;

     (ii) encouraging individual employees to make any such contribution; and

     (iii) reimbursing an employee for any political contribution.



                                       4




V.   FAIR DEALING

     The Company strives to compete and to succeed through superior performacne
and products and without the use of unethical or illegal practices. Accordingly,
the Company's employees should respect the rights of, and should deal fairly
with, the Company's customers, suppliers, competitors and employees and should
not take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information or any material misrepresentation. For example, an
individual should not:

     (i)   give or receive kickbacks, bribe others, or secretly give or receive
commissions or any other personal benefits;

     (ii)  spread rumors about competitors, customers or suppliers that the
individual knows to be false;

     (iii) intentionally misrepresent the nature of quality of the Company's
products; or

     (iv)  otherwise seek to advance the Company's interests by taking
unfair advantage of anyone through unfair dealing practices, including engaging
in unfair practices through a third party.

VI.  PROTECTION AND USE OF COMPANY ASSETS

     Employees should protect the Company's assets and ensure their efficient
use for legitimate business purposes only. Theft, carelessness and waste have a
direct impact on the Company's profitability. The use of the funds or assets of
the Company, whether for personal gain or not, for any unlawful or improper
purpose is strictly prohibited.

     To ensure the protection and proper use of the Company's assets, each
employee should:

     (i)   exercise reasonable care to prevent theft, damage or misuse of
Company property;

     (ii)  promptly report the actual or suspected theft, damage or misuse of
Company property;

     (iii) safeguard all electronic programs, data, communications and written
materials from inadvertent access by others; and

     (iv)  use Company property only for legitimate business purposes.

VII. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

     1.   All inventions, creative works, computer software, and technical or
trade secrets developed by an employee in the course of performing the
employee's duties or primarily through the use of the Company's materials and
technical resources while working at the Company, shall be the property of the
Company.



                                       5





     2.   The Company maintains a strict confidentiality policy. During an
employee's term of employment, the employee shall comply with any and all
written or unwritten rules and policies concerning confidentiality and shall
fulfill the duties and responsibilities concerning confidentiality applicable to
the employee.

     3.   In addition to fulfilling the responsibilities associated with his
position in the Company, an employee shall not, without first obtaining approval
from the Company, disclose, announce or publish trade secrets or other
confidential business information of the Company, nor shall an employee use such
confidential information outside the course of his duties to the Company.

     4.   Even outside the work environment, an employee must maintain vigilance
and refrain from disclosing important information regarding the Company or its
business, customers or employees.

     5.   An employee's duty of confidentiality with respect to the confidential
information of the Company survives the termination of such employee's
employment with the Company for any reason until such time as the Company
discloses such information publicly or the information otherwise becomes
available in the public sphere through no fault of the employee.

     6.   Upon termination of employment, or at such time as the Company
requests, an employee must return to the Company all of its property without
exception, including all forms of medium containing confidential information,
and may not retain duplicate materials.

VIII. ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS

     Upon the completion of the IPO, the Company will be a public company which
is required to report its financial results and other material information about
its business to the public and the SEC. It is the Company's policy to promptly
disclose accurate and complete information regarding its business, financial
condition and results of operations. Employees must strictly comply with all
applicable standards, laws, regulations and policies for accounting and
financial reporting of transactions, estimates and forecasts. Inaccurate,
incomplete or untimely reporting will not be tolerated and can severely damage
the Company and result in legal liability.

     Employees should be on guard for, and promptly report, any possibility of
inaccurate or incomplete financial reporting. Particular attention should be
paid to:

     (v)  financial results that seem inconsistent with the performance of the
underlying business;

     (vi) transactions that do not seem to have an obvious business purpose; and

     (vii) requests to circumvent ordinary review and approval procedures.

     The Company's senior financial officers and other employees working in the
finance and accounting department have a special responsibility to ensure that
all of the Company's financial



                                       6




disclosures are full, fair, accurate, timely and understandable. Any practice or
situation that might undermine this objective should be reported to the
Compliance Officer.

     Employees are prohibited from directly or indirectly taking any action to
coerce, manipulate, mislead or fraudulently influence the Company's independent
auditors for the purpose of rendering the financial statements of the Company
materially misleading. Prohibited actions include but are not limited to those
actions taken to coerce, manipulate, mislead or fraudulently influence an
auditor:

     (i)  to issue or reissue a report on the Company's financial statements
that is not warranted in the circumstances (due to material violations of U.S.
GAAP, generally accepted auditing standards or other professional or regulatory
standards);

     (ii) not to perform audit, review or other procedures required by generally
accepted auditing standards or other professional standards;

     (iii) not to withdraw an issued report; or

     (iv) not to communicate matters to the Company's audit committee of the
Board.

     Employees with information relating to questionable accounting or auditing
matters may also confidentially, and anonymously if they desire, submit the
information in writing to the Company's audit committee of the Board.

IX.  COMPANY RECORDS

     Accurate and reliable records are crucial to the Company's business and
form the basis of its earnings statements, financial reports and other
disclosures to the public. The Company's records are the source of essential
data that guides business decision-making and strategic planning. Company
records include, but are not limited to, booking information, payroll,
timecards, travel and expense reports, e-mails, accounting and financial data,
measurement and performance records, electronic data files and all other records
maintained in the ordinary course of our business.

     All Company records must be complete, accurate and reliable in all material
respects. There is never an acceptable reason to make false or misleading
entries. Undisclosed or unrecorded funds, payments or receipts are strictly
prohibited. You are responsible for understanding and complying with the
Company's record keeping policy. Contact the Compliance Officer if you have any
questions regarding the record keeping policy.

X.   COMPLIANCE WITH LAWS AND REGULATIONS; INSIDER TRADING

     Each employee has an obligation to comply with the laws of the cities,
provinces, regions and countries in which the Company operates. This includes,
without limitation, laws covering commercial bribery and kickbacks, copyrights,
trademarks and trade secrets, information privacy, insider trading, offering or
receiving gratuities, employment harassment, environmental protection,
occupational health and safety, false or misleading financial information,
misuse of corporate assets or foreign currency exchange activities. Employees
are expected to understand



                                       7




and comply with all laws, rules and regulations that apply to your position at
the Company. If any doubt exists about whether a course of action is lawful, you
should seek advice immediately from the Compliance Officer.

     Employees are prohibited from trading securities while in possession of
material nonpublic information, whether of the Company or other companies, and
must comply with insider trading and any applicable securities law and the
Company's Statement of Policies Governing Material, Non-Public Information and
the Prevention of Insider Trading, attached hereto as Exhibit B, regarding
securities transactions and handling of confidential information. Insider
trading is both unethical and illegal and will be firmly dealt with by the
Company. Prohibition on insider trading applies to members of the employees'
family and anyone else sharing the home of the employees. Therefore, employees
must use discretion when discussing work with friends or family members, as well
as with other employees.

XI.  WORKPLACE ENVIRONMENT

     A.   DISCRIMINATION AND HARASSMENT

     The Company is firmly committed to providing equal opportunity in all
aspects of employment and will not tolerate any illegal discrimination or
harassment based on race, ethnicity, religion, gender, age, national origin or
any other protected class. For further information, you should consult the
Compliance Officer.

     B.   HEALTH AND SAFETY

     The Company strives to provide employees with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for other employees by following environmental, safety and health
rules and practices and reporting accidents, injuries and unsafe equipment,
practices or conditions. Violence and threatening behavior are not permitted.

     Each employee is expected to perform his or her duty to the Company in a
safe manner, free of the influences of alcohol, illegal drugs or other
controlled substances. The use of illegal drugs or other controlled substances
in the workplace is prohibited.

XII. VIOLATIONS OF THE CODE; PROTECTION AGAINST RETALIATION

     All employees have a duty to report any known or suspected violation of
this Code, including any violation of laws, rules, regulations or policies that
apply to the Company. Reporting a known or suspected violation of this Code by
others will not be considered an act of disloyalty, but an action to safeguard
the reputation and integrity of the Company and its employees.

     If you know of or suspect a violation of this Code, it is your
responsibility to immediately report the violation to the Compliance Officer,
who will work with you to investigate your concern. Any suspected violation of
this Code involving an executive officer shall be directed or reported to any of
our independent directors on the Board or to the appropriate committee of the




                                       8




Board. All questions and reports of known or suspected violations of this Code
will be treated with sensitivity and discretion. The Compliance Officer, the
Board or the appropriate committee of the Board and the Company will protect
your confidentiality to the extent possible, consistent with the law and the
Company's need to investigate your concern.

     It is the Company's policy that any employee who violates this Code will be
subject to appropriate discipline, including termination of employment, based
upon the facts and circumstances of each particular situation. Your conduct as
an employee of the Company, if it does not comply with the law or with this
Code, can result in serious consequences for both you and the Company.

     The Company strictly prohibits retaliation against an employee who, in good
faith, seeks help or reports known or suspected violations. An employee
inflicting reprisal or retaliation against another employee for reporting a
known or suspected violation will be subject to disciplinary action up to and
including termination of employment.

XIII. WAIVERS OF THE CODE

     Waivers of this Code will be granted on a case-by-case basis and only in
extraordinary circumstances. Waivers of this Code may be made only by the Board,
or the appropriate committee of the Board, and will be promptly disclosed to the
public.

XIV. CONCLUSION

     This Code contains general guidelines for conducting the business of the
Company consistent with the highest standards of business ethics. If you have
any questions about these guidelines, please contact the Compliance Officer. We
expect all employees to adhere to these standards. Each employee is separately
responsible for his or her actions. Conduct that violates the law or this Code
cannot be justified by claiming that it was ordered by a supervisor or someone
in higher management. If you engage in conduct prohibited by the law or this
Code, you will be deemed to have acted outside the scope of your employment.
Such conduct will subject you to disciplinary action, including termination of
employment.

                            * * * * * * * * * * * * *



                                       9




                           CERTIFICATION OF COMPLIANCE

TO:   Compliance Officer

FROM:
      ---------------------------------------

RE:   Code of Business Conduct and Ethics of Yingli Green Energy Holding Company
      Limited

     I have received, reviewed, and understand the above-referenced Code of
Business Conduct and Ethics (the "Code") and hereby undertake, as a condition to
my present and continued employment at or association with Yingli Green Energy
Holding Company Limited and/or any of its affiliated entities (collectively,
"YGE"), to comply fully with the Code.

     I hereby certify that I have adhered to the Code during the time period
that I have been associated with YGE.

     I agree to adhere to the Code in the future.



- ---------------------------
Name:



- ---------------------------
Date:

EX-99.2

                                                                    EXHIBIT 99.2

May 8, 2007

Yingli Green Energy Holding Company Limited
No. 3055 Middle Fuxing Road
Baoding, China

                              CONSENT OF SOLARBUZZ

Solarbuzz LLC ("Solarbuzz") hereby consents to the use of Solarbuzz's name and
the data from the Marketbuzz Report 2007 prepared by Solarbuzz relating to the
photovoltaic industry, market and products in the registration statement on Form
F-1 (together with any amendments thereto, the "Registration Statement") of
Yingli Breen Energy Holding Company Limited to be filed with the U.S. Securities
and Exchange Commission.

Solarbuzz also hereby consents to the filing of this letter as an exhibit to the
Registration Statement.

                                        SOLARBUZZ LLC


                                        By: /s/ Craig Stevens
                                            ------------------------------------
                                        Name: Craig Stevens
                                        Title: President

EX-99.3

                                                                    EXHIBIT 99.3

     (AMERICAN APPRAISAL LOGO)
International Valuation Consultancy

                                                            (Chinese Characters)
                                                            (Chinese Characters)
                                                                Rm 1506-10, 15/F
                                                       Dah Sing Financial Centre
                                                             108 Gloucester Road
                                                              Wanchal, Hong Kong
                                        (Chinese Characters) Tel: (852)2511 5200
                                        (Chinese Characters) Fax: (852)2511 9526
                                                   www.american-appraisal.com.hk

May 7, 2007

Yingli Green Energy Holding Company Limited
No. 3055, Middle Fuxing Road
Baoding, China

                        CONSENT OF INDEPENDENT APPRAISER

American Appraisal China Limited ("AAC") hereby consents to the references to
AAC's name, valuation methodologies, assumptions and value conclusions for
accounting purposes, with respect to its appraisal reports addressed to the
board of Yingli Green Energy Holding Company Limited (the "Company") dated March
30, 2007, in the Company's Registration Statement on Form F-1 (together with any
amendments thereto, the "Registration Statement") to be filed with the U.S.
Securities and Exchange Commission. AAC also hereby consents to the filing of
this letter as an exhibit to the Registration Statement.

                                        AMERICAN APPRAISAL CHINA LIMITED


                                        /s/ James Kwok
                                        ----------------------------------------
                                        Name: James Kwok
                                        Title: Vice President

EX-99.4

                                                                    EXHIBIT 99.4

                                  May 10, 2007



Mr. Liansheng Miao
Yingli Green Energy Holding Company Limited
No. 3055 Middle Fuxing Road
Baoding 071051
People's Republic of China

Dear Mr. Miao:

     As we have discussed, I have agreed to serve as a member of the Board of
Directors and of the Audit Committee and Compensation Committee (together, the
"Committees") of Yingli Green Energy Holding Company Limited., an exempted
company incorporated under the laws of the Cayman Islands (the "Company"). I
understand that the Company's Board of Directors and shareholders plan to
approve my nomination as a member of the Board of Directors and the Committees
and that I will become such a member upon such approval and the completion of
the Company's initial public offering in the United States of American
Depositary Shares, representing the Company's ordinary shares (the "IPO").

     As such, I hereby consent to being named as a future Board member of the
Company in the Company's Form F-1 registration statement to be filed in
connection with the Company's IPO.


                                            Sincerely,



                                            /s/ Iain Ferguson Bruce
                                            -------------------------
                                            Name: Iain Ferguson Bruce

EX-99.5

                                                                    EXHIBIT 99.5

                                  May 10, 2007



Mr. Liansheng Miao
Yingli Green Energy Holding Company Limited
No. 3055 Middle Fuxing Road
Baoding 071051
People's Republic of China

Dear Mr. Miao:

     As we have discussed, I have agreed to serve as a member of the Board of
Directors and of the Audit Committee and Compensation Committee (together, the
"Committees") of Yingli Green Energy Holding Company Limited., an exempted
company incorporated under the laws of the Cayman Islands (the "Company"). I
understand that the Company's Board of Directors and shareholders plan to
approve my nomination as a member of the Board of Directors and the Committees
and that I will become such a member upon such approval and the completion of
the Company's initial public offering in the United States of American
Depositary Shares, representing the Company's ordinary shares (the "IPO").

     As such, I hereby consent to being named as a future Board member of the
Company in the Company's Form F-1 registration statement to be filed in
connection with the Company's IPO.


                                            Sincerely,



                                            /s/ Jiesi Wu
                                            -------------------------
                                            Name: Jiesi Wu

EX-99.6

                                                                    EXHIBIT 99.6

                                  May 10, 2007

Mr. Liansheng Miao
Yingli Green Energy Holding Company Limited
No. 3055 Middle Fuxing Road
Baoding 071051
People's Republic of China

Dear Mr. Miao:

     As we have discussed, I have agreed to serve as a member of the Board of
Directors and of the Audit Committee and Compensation Committee (together, the
"Committees") of Yingli Green Energy Holding Company Limited., an exempted
company incorporated under the laws of the Cayman Islands (the "Company"). I
understand that the Company's Board of Directors and shareholders plan to
approve my nomination as a member of the Board of Directors and the Committees
and that I will become such a member upon such approval and the completion of
the Company's initial public offering in the United States of American
Depositary Shares, representing the Company's ordinary shares (the "IPO").

     As such, I hereby consent to being named as a future Board member of the
Company in the Company's Form F-1 registration statement to be filed in
connection with the Company's IPO.


                                            Sincerely,



                                            /s/ Martin Lau
                                            -------------------------
                                            Name: Martin Lau