[] [DATED AS OF APRIL 7, 2009 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED Agreement Company RECITALS AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows: 1. CERTAIN DEFINITIONS As used in this Agreement, the following terms shall have the following respective meanings: Adjusted Strike Price “ Adjustment Event “] [[FORM OF FACE OF NOTE] YINGLI GREEN ENERGY HOLDING COMPANY LIMITED 10.0% GUARANTEED SENIOR SECURED CONVERTIBLE NOTES DUE 2012 No. 1 $20,000,000 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED Company Interest Payment Date provided provided Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the holder of this Note] [YINGLI GREEN ENERGY HOLDING COMPANY LIMITED as the Company YINGLI POWER HOLDING COMPANY LTD. YINGLI POWER HOLDING COMPANY LTD. as the Chargor and DB TRUSTEES (HONG KONG) LIMITED INDENTURE Dated January 16, 2009 10.0% Guaranteed Senior Secured Convertible Notes due 2012 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 2 Section 1.02. Rules of Construction 21 ARTICLE 2] [SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 21, 2009, is entered into by and between YINGLI GREEN ENERGY HOLDING COMPANY LIMITED, a company incorporated in the Cayman Islands (hereinafter called the “Company”) and DB TRUSTEES (HONG KONG) LIMITED, a company incorporated under the laws of Hong Kong, as trustee hereunder (hereinafter called the “Trustee”). Unless] [NOTE PURCHASE AGREEMENT by and among YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND TRUSTBRIDGE PARTNERS II, L.P. Dated: January 7, 2009 Agreement Company Purchaser This Note Purchase Agreement (this “ BVI Cyber Power Cyber Power Acquisition Grand Avenue Cyber Power Acquisition Purchase Price WHEREAS, the Company proposes to purchase all the Capital Stock (as defined below) of Cyber Power Group] [SHARE PURCHASE AGREEMENT Between GRAND AVENUE GROUP LIMITED and YINGLI GREEN ENERGY HOLDING COMPANY LIMITED Dated as of January 7, 2009 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Certain Defined Terms 1 SECTION 1.02. Definitions 5 SECTION 1.03. Interpretation and Rules of Construction 6 ARTICLE II PURCHASE AND SALE SECTION 2.01. Purchase and Sale of the Shares 6] [CONTRACT NO: 2009 ADM CAPITAL NO. 1 CREDIT AGREEMENT DATED 24 JANUARY 2009 by GOLD SUN DAY LIMITED and YINGLI ENERGY (CHINA) COMPANY LIMITED i TABLE OF CONTENTS 1. Definitions 1 2. Commitment 5 3. Purpose 5 4. Term 5 5. Interest Rate and Interests 5 6. Interest on Overdue Amounts 6 7. Conditions Precedent to Drawdown 6 8. Drawdown] [GUARANTEE AND UNDERTAKING DATED 24 JANUARY 2009 By YINGLI GREEN ENERGY HOLDING COMPANY LIMITED RELATING TO A CREDIT FACILITY FOR YINGLI ENERGY (CHINA) COMPANY LIMITED CONTENTS Clause Page 1. Interpretation 1 2. Guarantee and Indemnity 12 3. 15 4. Taxes 15 5. Payments 17 6. 18 7. Information Covenants 26 8. Financial Covenants 29 9. General Covenants 38 10. Release] [SHARE MORTGAGE DATED 13 FEBRUARY 2009 BETWEEN CYBER POWER GROUP LIMITED and GOLD SUN DAY LIMITED CONTENTS Clause Page 1. Interpretation 1 2. Creation of Security 2 3. Representations — general 3 4. Restrictions on dealings 5 5. Security Assets 6 6. When Security becomes enforceable 8 7. Enforcement of Security 9 8. Receiver 10 9. Powers of Receiver 10] [ACCOUNT CHARGE DATED 13 FEBRUARY 2009 BETWEEN CYBER POWER GROUP LIMITED and GOLD SUN DAY LIMITED CONTENTS Clause Page 1. Interpretation 1 2. Creation of Security 2 3. Representations — General 3 4. Restrictions on dealings 6 5. Account 6 6. When Security becomes enforceable 8 7. Enforcement of Security 8 8. Receiver 9 9. Powers of Receiver 10 10.] [SECURITY AGREEMENT DATED 13 FEBRUARY 2009 BETWEEN CYBER LIGHTING HOLDING COMPANY LIMITED and GOLD SUN DAY LIMITED CONTENTS Clause Page 1. Interpretation 3 2. Creation of Security 5 3. 8 4. Restrictions on dealings 11 5. Land 11 6. Investments 15 7. Intellectual Property 18 8. Accounts 19 9. Relevant contracts 21 10. When Security becomes enforceable 22 11. Enforcement] [EQUITY PLEDGE CONTRACT DATED FEBRUARY 13, 2009 by CYBER POWER GROUP LIMITED and FINE SILICON CO., LTD and GOLD SUN DAY LIMITED Equity Pledge Contract PREAMBLE Contract THIS EQUITY PLEDGE CONTRACT (the BY AND AMONG (1) Chargor Cyber Power Group Limited, a limited liability company incorporated in the British Virgin Islands with its legal registered address at P.O. Box 957,] [Contract No.: 1300401212008510121 CHINA DEVELOPMENT BANK Type of Loan: Self-Operated Foreign Exchange Loan Name of Project: Yingli’s To-Be-Built New 100MW Polysilicon (Annual Capacity) Solar Cell Project Borrower: Yingli Energy (China) Company Limited Lender: China Development Bank December 22, 2008 Table of Contents Article I Definitions 2 Article II Loan Commitment Amount 3 Article III Purpose of Use of the Loan] [Pledge Contract under Loan Contract No. 1300401212008510121 RECEIVABLES PLEDGE CONTRACT IN CONNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Pledgor: Yingli Energy (China) Company Limited Pledgee: China Development Bank Pledgor: Yingli Energy (China) Company Limited Domicile: No.3399, Chao Yang North Road, Baoding, Hebei Province Pledgee: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing 2 Yingli Energy (China) Company] [Mortgage Contract under Loan Contract No. 1300401212008510121 MORTGAGE CONTRACT IN CONNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Mortgagor: Yingli Energy (China) Company Limited Mortgagee: China Development Bank 1 Mortgagor: Yingli Energy (China) Company Limited Domicile: No.3399, Chao Yang North Road, Baoding, Hebei Province Mortgagee: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing Shijiazhuang Head of the Handling] [Guarantee Contract under Loan Contract No. 1300401212008510121 GUARANTEE CONTRACT IN CONNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Guarantor: Baoding Tianwei Yingli New Energy Resources Company Limited Guarantor: Baoding Tianwei Yingli New Energy Resources Company Limited Domicile: No.3055, Fuxing Middle Road, National New& High-Tech Industrial Lender: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing 2 Yingli Energy (China)] [LOAN CONTRACT (Export Seller’s Credit for General M&E Products and High-Tech Products) 2009 Jing 19031 Contract No.: ( TABLE OF CONTENTS Title Page Chapter 1 Amount, Purpose and Term of the Loan 1 Chapter 2 Interest Rate and Interest Calculation and Collection 2 Chapter 3 Drawdown of the Loan 3 Chapter 4 Representations and Covenants of the Borrower 3 Chapter] [NOTICE OF AMENDMENT OR CANCELLATION OF CONTRACT Client Name Unitec Europa, S.A. Date of Execution February 26, 2007 Contract Number YL-UE-070302 Total Volume 20 mega watt Product Model & YL120(23)P1335X990 Unit Price 2.83 EUR/WP Total Price 56,600,000.00EUR Term of Payment payment by 90-day promissory note Time of Delivery Feb: 1 mega watt; Mar: 1 mega watt; Apr: 2 mega watt;] [NOTICE OF AMENDMENT OR CANCELLATION OF CONTRACT Client Name Acciona Energia Date of Execution November 9, 2006 Contract Number YL-AE-1061109 Total Volume 14 mega watt out of 42 mega watt Product Model & YL170(23)P1335X990 Unit Price 3.776 USD/WP Total Price US$158,592,000.00 Term of Payment 20% pre-payment, 80% L/C-at-Sight Time of Delivery 7 mega watt lots per quarter in 2007, 7] [SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of June 15, 2009, is entered into by and between YINGLI GREEN ENERGY HOLDING COMPANY LIMITED, a company incorporated in the Cayman Islands (hereinafter called the “Company”) and DB TRUSTEES (HONG KONG) LIMITED, a company incorporated under the laws of Hong Kong, as trustee hereunder (hereinafter called] [Yingli Green Energy Holding Company Limited Jurisdiction of Name Incorporation Cyber Power Group Limited British Virgin Islands Yingli Green Energy Capital Holding Company Limited British Virgin Islands Yingli Green Energy (International) Holding Company Limited British Virgin Islands Yingli Green Energy Americas, Inc. Delaware Yingli Green Energy Europe GmbH Germany Yingli Green Energy Greece Sales GmbH Germany Cyber Lighting Holding Company] [Certification by the Chief Executive Officer I, Liansheng Miao, Chief Executive Officer of Yingli Green Energy Holding Company Limited, certify that: 1. I have reviewed this annual report on Form 20-F of Yingli Green Energy Holding Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a] [Certification by the Chief Financial Officer I, Zongwei Li, Chief Financial Officer of Yingli Green Energy Holding Company Limited (the “Company”), certify that: 1. I have reviewed this annual report on Form 20-F of Yingli Green Energy Holding Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 25 h03417exv13w1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 26 h03417exv13w2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors We consent to the incorporation by reference in the registration statement No. 333-148353 on Form S-8 of Yingli Green Energy Holding Company Limited and in the registration statement No. 333-155782 on Form F-3 of Yingli Green Energy Holding Company Limited of our reports dated June 15, 2009, with respect]