Exhibit 4.22

 

English Translation

 

Contract No. (1300383612012584097)

 

CHINA DEVELOPMENT BANK

 

FOREIGN EXCHANGE LOAN CONTRACT

 

	
Type of loan:
    	
Short-term Foreign Exchange Working   Capital Loan (Revolving)
    
	
 
    	
 
    
	
Project Name:
    	
One-year Working Capital Loan for   Yingli Green Energy International Trading Co., Ltd
    
	
 
    	
 
    
	
Borrower:
    	
Yingli Green Energy International   Trading Co., Ltd
    
	
 
    	
 
    
	
Lender:
    	
China Development Bank Co., Ltd
    


 

Date of signing:

 

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Table of Contents

 

	
Article I Definitions
    	
5
    
	
 
    	
 
    
	
Article II Loan limit
    	
7
    
	
 
    	
 
    
	
Article III Usage mode for loan limit
    	
7
    
	
 
    	
 
    
	
Article IV Intended use of loan
    	
8
    
	
 
    	
 
    
	
Article V Valid period for withdrawal
    	
8
    
	
 
    	
 
    
	
Article VI Term of loan
    	
8
    
	
 
    	
 
    
	
Article VII Loan interest rate and interest 
    	
9
    
	
 
    	
 
    
	
Article VIII Overdue interest 
    	
9
    
	
 
    	
 
    
	
Article IX Interest for misappropriation of   loan
    	
10
    
	
 
    	
 
    
	
Article X Preconditions for withdrawal
    	
10
    
	
 
    	
 
    
	
Article XI Procedure for withdrawal
    	
12
    
	
 
    	
 
    
	
Article XII Fund payment 
    	
12
    
	
 
    	
 
    
	
Article XIII Interest payment and principal   repayment
    	
14
    
	
 
    	
 
    
	
Article XIV Repayment sequence
    	
15
    
	
 
    	
 
    
	
Article XV Prepayment
    	
16
    
	
 
    	
 
    
	
Article XVI Settlement bank and settlement
    	
17
    
	
 
    	
 
    
	
Article XVII Representation and warranty of   borrower 
    	
17
    
	
 
    	
 
    
	
Article XVIII Rights and obligations of   borrower
    	
19
    
	
 
    	
 
    
	
Article XIX Rights of lender
    	
23
    
	
 
    	
 
    
	
Article XX Account management
    	
23
    
	
 
    	
 
    
	
Article XXI Guarantee 
    	
24
    
	
 
    	
 
    
	
Article XXII Borrower default event and   liability for breach 
    	
24
    


 

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Article XXIII Tax and expense
    	
26
    
	
 
    	
 
    
	
Article XXIV Front-end expense
    	
26
    
	
 
    	
 
    
	
Article XXV Contract change and termination
    	
26
    
	
 
    	
 
    
	
Article XXVI Contract integrity and   separability of contract terms
    	
27
    
	
 
    	
 
    
	
Article XXVII Confidentiality
    	
27
    
	
 
    	
 
    
	
Article XXVII Notice
    	
28
    
	
 
    	
 
    
	
Article XXIX Governing law and dispute   settlement
    	
28
    
	
 
    	
 
    
	
Article XXX Miscellaneous
    	
28
    
	
 
    	
 
    
	
Article XXXI Entry into force of contract
    	
29
    
	
 
    	
 
    
	
Drawdown Application
    	
30
    


 

THIS CONTRACT is hereby entered into by and between the following parties in 

 

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Shijiazhuang on       , 2012:

 

Borrower: Yingli Green Energy International Trading Co., Ltd

 

Address: Room 2008, Floor 20, Kai Tak Commercial Building, No.317-319, Des Voeux Road Central, Central, Hong Kong

 

Legal representative: Miao Liansheng

 

Operator: Liu Zitong

 

Telephone: 0312-8632683

 

Fax: 0312-8929800

 

Lender: China Development Bank Co., Ltd

 

Address: No.29, Fuchengmenwai Street, Xicheng District, Beijing

 

Legal representative: Chen Yuan

 

Postcode: 100037

 

Administering subsidiary bank: Hebei Branch, China Development Bank Co., Ltd

 

Address: Tower B, Yuyuan Plaza, No.9, Yuhua West Road, Qiaoxi District, Shijiazhuang City, Hebei Province

 

Person in charge of subsidiary bank: Zhang Linwu

 

Postcode: 050051

 

Operator: Zhang Jie

 

Telephone: 0311-85518780

 

Fax: 0311-85288205

 

The Borrower applies to the Lender for using short-term foreign exchange

 

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working capital loan on revolving basis, and the Lend agrees to offer such loan. This Contract is hereby entered into by and between the Borrower and the Lender through consultation on the basis of equality, voluntariness, fairness and good faith in accordance with relevant national laws and regulations.

 

Article 1  Definitions

 

Unless otherwise specified herein, the following terms herein have the following meaning:

 

1.1                               Lender: China Development Bank Co., Ltd

 

1.2                               Borrower: Yingli Green Energy International Trading Co., Ltd

 

1.3                               Project: One-year Worki5ng Capital Loan for Yingli Green Energy International Trading Co., Ltd

 

1.4                               Loan limit: Maxium limit of loan balance which the Lender agrees to offer to the Borrower hereunder

 

1.5                               Loan balance: Total amount of all foreign exchange working capital loan which the Lender has actually offered to the Borrower hereunder but the Borrower has not yet repaid

 

1.6                               Overdue amount: Total amount of principal, interest and expense due and payable hereunder which the Borrower fails to repay beyond time limit

 

1.7                               Misappropriated loan: The loan not used for the intended purpose hereunder

 

1.8                               Valid period for withdrawal: Valid period during which the Borrower draws money within the limit of revolving foreign exchange loan hereunder

 

1.9                               Date of withdrawal: The date when loan fund is transferred into deposit account of the Borrower as agreed by the Borrower and the Lender hereunder or under loan note

 

1.10                        Date of principal repayment: The date when the Borrower shall repay loan principal as agreed hereunder or under loan note

 

1.11                        Date of interest payment: The date when the Borrower shall pay interest to the Lender as stipulated in Subparagraph Two, Article 7 herein

 

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1.12                        Loan account: The account which the Borrower opens with administering subsidiary bank of the Lender and is used for recording matters including loan origination and repayment etc hereunder

 

1.13                        Deposit account: The account which the Borrower opens with settlement bank and is used for transferring loan into deposit hereunder, repaying loan principal and interest, expense hereunder, making settlement etc

 

1.14                        Capital recovery account: The account opened or designated by the Borrower in accordance with Article 21 herein and specially used for recovering operating capital of the Borrower

 

1.15                        Entrusted payment by the Lender: the Lender pays loan fund hereunder to counterparty of the Borrower through deposit account according to intended use of loan hereunder, the Borrower’s Withdrawal Application Form/payment notice and the bases for fund payment

 

1.16                        Self-payment by the Borrower: The Borrower pays loan fund hereunder from deposit account to counterparty of the Borrower according to intended use of loan hereunder after the Lender transfers loan fund to deposit account according to the Borrower’s Withdrawal Application Form and the bases for fund payment

 

1.17                        Administering subsidiary bank: Branch of the Borrower responsible for signing of this Contract, post-lending management etc according to authorization by the Lender

 

1.18                        Settlement bank: The bank responsible for providing settlement service to the Borrower according to relevant agreement and supervising use of loan fund hereunder according to requirements

 

1.19                        Business day: Working day when banks in Beijing, China, Hong Kong and (U.S New York) and (London, Britain) are open for business

 

1.20                        Guarantor: The Guarantor providing guarantee for the Borrower’s obligations hereunder

 

1.21                        Guarantee contract: Guarantee contract between the Guarantor and the Lender

 

1.22                        LIBOR: London Interbank Offered Rate published by British Bankers

 

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Association, based on six-month U.S Dollar LIBOR quotation published at 11:00 am (London time) by Thomson Reuters in two business days prior to commencement of each interest period

 

1.23                        Related party: With respect to the Borrower, subordinate companies or controlling shareholder of the Borrower or other subordinate companies of controlling shareholder

 

1.24                        Liabilities: Any liabilities incurred by the Borrower from time to time as a result of borrowing, debenture, notes, loan stock, commercial bills, any acceptance credit or bill discounting credit from banks or other financial institutions, acquisition cost of major assets, funds raised according to any other transactions which give commercial effect of borrowing or debt financing, and provision of guarantee for the third party etc

 

1.25                        Loan note: The loan note which the Borrower fills in at each withdrawal according to the sample provided by the Lender

 

1.26                        Material adverse change: With respect to the Borrower and any guarantor, any changes occurring in business, operation, property or financial position of the Borrower and any guarantor or China’s political or economic situation, which result in or may result in, under reasonable circumstance, failure of the Borrower or any guarantor to pay major liabilities hereunder or under any guarantee contract, or affect the legality, validity, binding force or enforceability of major responsibilities of the Borrower or any guarantor hereunder or under any guarantee contract

 

Article II Loan Limit

 

Loan limit hereunder is 150 million USD (Say ONE HUNDRED AND FIFTY MILLION USD only).

 

Article III  Usage Mode of Loan Limit

 

The Borrower may withdraw loan limit for many times, make repayment on loan-by-loan basis, use loan limit on revolving basis according to this Contract.

 

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Where the Borrower fails to withdraw money for six consecutive months starting from the date when this Contract comes into force, such loan limit will be automatically canceled.

 

Loan balance shall not exceed such loan limit at any time within valid period of this Contract.

 

Article IV  Intended Use of Loan

 

Loan hereunder shall be used for operation turnover of the Borrower in routine production, specifically purchase of raw materials for producing photovoltaic modules. The Borrower shall not misappropriate loan fund hereunder, nor shall the Borrower use loan fund hereunder to make fixed asset investment, equity investment, venture investment or in the fields and for the purposes as expressed prohibited from production or operation by the State, nor shall the Borrower transfer loan fund hereunder to its related parties.

 

Where the Borrower misappropriates loan fund hereunder, interest penalty shall be calculated and paid according to provisions of this Contract.

 

Article V  Valid Period for Withdrawal

 

Valid period for withdrawal hereunder is twelve months (inclusive) starting from the date when this Contract comes into force.

 

Article VI  Term of Loan

 

Loan term for each withdrawal by the Borrower may be one month, three months, six months, twelve months from the date of actual withdrawal by the Borrower to the agreed date of principal repayment, based on records made in loan note. Date of repayment for each loan shall not exceed expiry date of this Contract, namely the date when one year following the date of first withdrawal expires.

 

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Article VII  Loan Interest Rate and Interest

 

7.1                               Loan interest rate

 

Annual loan interest rate hereunder is (floating) interest rate, six-moth USD LIBOR + 520BP.

 

7.2                               Interest period and interest payment date

 

Each six months constitute one interest period except the first interest period and the last interest period. Interest period starts from each interest payment date and ends on the day before the next interest payment date. The first interest period starts from the date when the first loan is withdrawn and ends on the day before subsequent first interest payment date. The last interest period starts from the interest payment date before the date of repayment for principal of the loan which expires last and ends on the date of repayment for principal of such loan. Interest payment date hereunder is June 21 and December 21 each year, and accrued interest for each loan shall be fully paid on the date when such loan expires.

 

Where interest payment date coincides with legal festival and holiday or public holiday, such interest payment date shall be extended to the first business day following such legal festival and holiday or public holiday; however, if where the first business day following such legal festival and holiday or public holiday does not occur in the month of interest payment date hereunder or under loan note, such interest payment date shall occur on the business day immediately before such legal festival and holiday or public holiday.

 

7.3                               Interest calculation

 

Interest shall be based on loan balance, actual number of days and 360 days a year. Interest calculation formula: loan balance x loan interest rate x actual number of days of loan in the corresponding interest period ÷ 360.

 

Article VIII  Overdue Interest

 

8.1                               Where the Borrower fails to repay loan principal and expense due according to provisions of this Contract or loan note, the Lender will calculate and collect overdue interest from the Borrower; overdue interest rate is loan interest rate plus 1%.

 

8.2                               Calculation formula for overdue interest: overdue amount x overdue interest rate x

 

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number of overdue days ÷ 360.

 

8.3                     Where the Borrower fails to repay overdue loan principal, interest and expense on the next interest payment date or principal repayment date, the Lender will calculate and collect compound interest from the Borrower on the basis of current overdue interest rate and interest period.

 

8.4                     Current overdue interest rate for all overdue amount shall float along with current loan interest rate.

 

Article IX  Interest for Misappropriation of Loan

 

9.1                     Where the Borrower fails to use the loan for the intended purpose specified hereunder, the Lender will calculate and collect interest for misappropriation of loan from the Borrower on the basis of default interest rate being loan interest rate plus 3%.

 

9.2                     Calculation formula for interest for misappropriation of loan: amount of misappropriated loan x default interest rate for misappropriated loan x number of days of misappropriation ÷ 360.

 

9.3                     Where the Borrower fails to repay the principal, interest of misappropriated loan on time on the next interest payment date or principal repayment date, the Lender will calculate and collect compound interest from the Borrower on the basis of current default interest rate for misappropriated loan and interest period.

 

9.4                     Current default interest rate for all misappropriated loan funds shall float along with current loan interest rate.

 

9.5                     Where one loan is concurrently overdue and misappropriated, higher default interest rate shall prevail.

 

Article X  Preconditions for Withdrawal

 

Preconditions for each withdrawal by the Borrower include all the following content:

 

10.1              The Lender has received the following documents or materials provided by the Borrower:

 

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(a)   Copy of the latest legal person business licenses of the Borrower and the Guarantor which have passed annual check, duplicate copy of articles of association, audited financial statements in the last three accounting years, and financial statements of the last quarter;

 

(b)         Resolution of relevant power organ of the Borrower for approving the Borrower in signing and performing this Contract, and resolution of relevant power organ of the Guarantor for approving the Guarantor in signing and performing guarantee contract, and the Borrower has paid front-end expense to our bank and has signed account supervision agreement;

 

(c)          Specimen signature of legal representative of the Borrower for signing this Contract or authorization letter and specimen signature of authorized signatory, and specimen signature of legal representative of the Guarantor for signing guarantee contract or authorization letter and specimen signature of authorized signatory;

 

(d)         Copy or duplicate copy of approved and valid commercial contracts concerning this Contract;

 

(e)          Properly completed Withdrawal Application Form (See the Form in Annex 1) which is sent to the Lender by the Borrower according to provisions of this Contract and loan note completed for the Lender;

 

(f)           Other relevant documents which the Lender deems necessary (such as government approval document etc).

 

10.2   The Borrower has satisfied the following conditions:

 

(a)   Guarantee contract required hereunder has been signed and come into force;

 

(b)         This Contract continues being valid, and the Borrower does not violate provisions of this Contract, no material adverse change occurs and no matter adverse to the Lender occurs;

 

(c)          Guarantee contract continues being valid, and guarantee registration formalities have been completed according to laws and regulations, the Guarantor does not violate provisions of guarantee contract, no material 

 

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adverse change occurs;

 

(d)         The Borrower has opened loan account, deposit account according to Article 20 herein, and has opened or designated capital recovery account;

 

(e)          Representations and warranties made by the Borrower in Article 17 herein are authentic and valid;

 

(f)           Other conditions

 

Article XI  Procedure for Withdrawal

 

The Borrower shall submit irrevocable Withdrawal Application Form to the Lender five business days before expected withdrawal date, and provide the Lender with the bases for fund payment and documents specified in Article 10 herein. The bases for fund payment provided by the Borrower shall include commercial contract, payment notice issued by counterparty, invoice, customs declaration form, internal approval document of the Borrower etc.

 

After receipt of Withdrawal Application Form, the bases for fund payment and documents specified in Article 10 herein as provided by the Borrower, the Lender examines them according to internal management procedure. Where such examination shows that the bases for fund payment are authentic and payment requirements are complete, the Lender shall complete fund payment formalities on the withdrawal date specified in Withdrawal Application Form according to Article 12 herein. Where such examination shows that payment is unauthentic and incomplete or any condition in Article 10 herein is not satisfied, the Lender may suspend or reject payment of loan fund.

 

Withdrawal Application Form once filed shall not be revoked without written consent of the Lender.

 

Article XII  Fund Payment

 

Fund payment hereunder is divided into entrusted payment by the Lender and self-payment by the Borrower.

 

12.1                Entrusted payment by the Lender

 

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The Lender will pay loan fund hereunder on entrusted basis under any of the following circumstances:

 

(a)   Payment amount for single transaction exceeds 1% of loan limit hereunder;

 

(b)         Any circumstance involving the Borrower specified in Paragraph III of this Article occurs and the Lender deems necessary for making entrusted payment;

 

(c)          After examining Withdrawal Application Form/payment notice and relevant bases for fund payment, the Lender believes that the Lender shall make entrusted payment.

 

After receipt, examination and verification of the Borrower’s Withdrawal Application Form, the bases for fund payment and documents specified in Article 10 herein, the Lender shall transfer the amount which the Borrower applies for withdrawing to deposit account on the withdrawal date. The Borrower hereby irrevocably entrusts the Lender to pay loan fund within deposit account to bank account of the Borrower’s counterparty complying with intended use agreed hereunder on the payment date specified in Withdrawal Application Form.

 

The Borrower hereby confirms that the Lender makes payment only according to the aforesaid payment entrustment of the Borrower and assumes no liability for any loss (if any) incurred by the Borrower under commercial contract.

 

12.2                Self-payment by the Borrower

 

The Borrower may make self-payment except under the circumstances specified in Paragraph I of this Article. After receipt, examination and verification of the Borrower’s Withdrawal Application Form, the bases for fund payment and documents specified in Article 10 herein, the Lender shall transfer the amount, which the Borrower applies for withdrawing, from loan account of the Borrower to deposit account on the withdrawal date. The Borrower shall make self-payment by withdrawing money in the light of its capital needs or transferring loan fund.

 

The Borrower shall, (in the first ten days of each month) (determined through negotiation), report to the Lender self-payment of loan fund by the Borrower (in the 

 

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previous month), and provide relevant bases for fund payment.

 

Notwithstanding the foregoing provisions of this Article, where the circumstance under which entrusted payment shall be made as specified in Paragraph I of this Article occurs when the Borrower uses loan fund in deposit account, the Borrower shall provide the Lender with another payment notice specifying the amount, date of entrusted payment, payee’s name, bank account number, commercial contract etc, in which case the Lender shall make such entrusted payment according to provisions of Paragraph I of this Article. Such payment notice shall be submitted to the administering subsidiary bank/ administering agency or settlement bank of the Lender (five) business days before proposed fund payment.

 

12.3                Changes in withdrawal conditions and payment mode

 

The Lender is entitleed to change withdrawal conditions hereunder, apply the circumstances under which entrusted payment and self-payment is made, suspend or stop lending, reduce or cancel loan limit etc under one of the following circumstances:

 

(a)   Credit standing of the Borrower decreases;

 

(b)              Profitability of the Borrower’s main business decreases;

 

(c)               Use of loan fund is abnormal etc;

 

(d)              Capital movement is abnormal in capital recovery account or operating revenue of the Borrower does not flow into capital recovery account;

 

(e)               The Borrower violates entrusted payment requirements specified in this Article or the Borrower violates provisions of this Contract by breaking up the whole into parts for circumventing entrusted payment by the Lender;

 

(f)                Other circumstances which the Lender deems reasonable.

 

The Lender shall send written notice to the Borrower in the case of exercising the rights specified in this Article. Such notice comes into force as from the date of sending.

 

12.4              The Borrower shall timely provide records and materials concerning use of loan fund according to the Lender’s requirements.

 

Article XIII  Interest Payment and Principal Repayment

 

13.1                Mode of principal repayment

 

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The Borrower shall repay the loan on the basis of loan amount and the principal repayment date specified hereunder or under loan note.

 

Where principal repayment date coincides with legal festival and holiday or public holiday, such principal repayment date shall be extended to the next business day provided, however, that such principal repayment date shall occur on the previous business date if the next business day enters the next month.

 

13.2                        The Lender shall send Principal and Interest Repayment Notice to the Borrower ten business days before interest payment date and principal repayment date.

 

13.3                        The Borrower shall, three business days before interest payment date and principal repayment date, transfer repayment amount into its deposit account; otherwise, the expenditure caused by fund in transit shall be borne by the Borrower.

 

13.4                        Neither notification of the Borrower by the Lender nor the fact that content in Principal and Interest Repayment Notice is correct shall relieve the Borrower of being liable for fully repaying principal and interest.

 

13.5                        The Lender may actively debit the corresponding amount in deposit account of the Borrower on interest payment date and principal repayment date.

 

Article XIV  Repayment Sequence

 

If the amount of repayment made by the Borrower is less than total amount due hereunder or under loan note, such amount shall be arranged to make payment in the following sequence:

 

14.1                                  The expense, liquidated damages which are payable according to laws or provisions of this Contract;

 

14.2                                  Default interest, compound interest;

 

14.3                                  Payable loan interest;

 

14.4                                  Payable loan principal;

 

14.5                                  Other payable amount.

 

If the amount of repayment made by the Borrower is insufficient for repaying all

 

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amounts in the same sequence, repayment shall be made in the sequence of occurrence of relevant amounts.

 

Article XV  Prepayment

 

If the Borrower needs to make repayment in advance, the Borrower shall, at least twenty business days before proposed repayment date, file written application to the Lender; loan amount which is repaid in advance shall be integral multiples of ten million USD, and minimum repayment amount shall be ten million USD. The Borrower shall not repay the loan hereunder in advance without written consent of the Lender. Where the Borrower makes repayment in advance without authorization, the Lender is entitled to reject such prepayment, and subject the Borrower to assume the liability for breach.

 

The Borrower shall, at the time of prepayment, concurrently pay off all payable and due amounts hereunder up to the date of prepayment.

 

The loan hereunder which is repaid by the Borrower in advance is still governed by loan interest rate for the originally agreed period, namely loan interest rate specified in loan note. Subject to the Borrower paying certain amount of compensation to the Lender, the Lender may approve prepayment by the Borrower. Calculation formula for such compensation is as follows:

 

Amount of compensation = amount of prepayment x number of days of prepayment x loan interest rate/360 x 20%

 

Where the Lender approves prepayment by the Borrower, the Borrower shall, five business days before the date of prepayment, remit the prepaid principal, the corresponding interest compensation and expense to the account designated by the Lender. The Borrower’s application for prepayment is irrevocable; application may be re-filed for withdrawing the prepaid amount.

 

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Article XVI  Settlement Bank and Settlement

 

16.1                        The Lender designates Hong Kong Branch of China Development Bank as settlement bank; the Borrower shall open settlement account with settlement bank. Payment of fund in this account shall be supervised by the Lender and settlement bank.

 

16.2                        Settlement of loan fund for the Borrower, its foreign exchange settlement and sale shall be conducted through settlement bank; (the Borrower shall pay settlement expense according to Schedule of Rates of the Lender.) The aforesaid settlement of loan fund payment specifically covers (issuance and payment etc of the loan hereunder).

 

Article XVII  Representations and Warranties of the Borrower

 

The Borrower hereby makes the following representations and warranties to the Lender:

 

17.1                        The Borrower is legal person incorporated according to laws, is holding valid business license, owns its assets and operates its business according to laws, and is capable of operating as one going concern;

 

17.2                        The Borrower has completed all formalities for approval, authorization, license, permit etc necessary for signing and performing this Contract, and ensures that all approval documents are authentic and legal;

 

17.3                        The Borrower has completed internal authorization procedure necessary for signing and performing this Contract, and the Borrower’s signatory for signing this Contract is duly authorized representative of the Borrower, and this Contract is legally binding on the Borrower upon entry into force of this Contract;

 

17.4                        Neither signing of this Contract by the Borrower nor fulfillment of its obligations hereunder violates its any other agreements or its articles of association, nor such signing, fulfillment conflict with its any other agreements or its articles of association in terms of laws or (and) commercial interests;

 

17.5                        The Borrower enjoys good financial position, and is capable of paying off all 

 

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due debts hereunder with the capital legally obtained by it;

 

17.6                        Financial statements provided by the Borrower are prepared in accordance with accounting systems promulgated by relevant department of the State and truly, accurately reflect financial position as at base date of such financial statements; and there is no indication that financial position of the Borrower has deteriorated since base date of such financial statements;

 

17.7                        The Borrower is currently not subject to any ongoing or pending or threatened lawsuits, actions, proceedings, arbitration or administrative procedure which may adversely affect the Borrower or its assets and income;

 

17.8                         The Borrower is not subject to any other liabilities to any person except the liabilities which have been disclosed in writing in advance and recognized by the Lender;

 

17.9                        The Borrower enjoys legal title of its assets which are free from any guarantee (except guarantee under guarantee contract);

 

17.10                 There is no transaction with unfair terms between the Borrower and its related parties;

 

17.11                 The Borrower does not violate its obligation for making tax payment;

 

17.12                 There is no insolvency, liquidation, dissolution of the Borrower, revocation of its business license or its bankruptcy or assets of the Borrower are not frozen, expropriated, detained or compulsorily executed according to laws or forcibly acquired by government department;

 

17.13                 All materials and data provided to the Lender by the Borrower are authentic, complete, accurate and valid, duplicate copies provided are consistent with original copies;

 

The aforesaid representations and warranties continue being valid within valid period of this Contract. The Borrower acknowledges that the Lender enters into this Contract on the basis of the aforesaid representations and warranties made by the Borrower.

 

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Article XVIII  Rights and Obligations of the Borrower

 

18.1                        The Borrower is entitled to use loans according to provisions of this Contract and require the Lender to offer loans according to provisions of this Contract;

 

18.2                        The Borrower is entitled to make prepayment according to provisions of Article 15 herein;

 

18.3                        The Borrower shall engage in production and operation according to applicable laws, regulations and provisions within operation period, and shall timely complete all formalities according to relevant provisions of State Administration of Foreign Exchange;

 

18.4                         The Borrower shall repay loan principal and interest and pay relevant expense according to provisions of this Contract or loan note;

 

18.5                        The Borrower shall use loan fund for the intended purpose specified hereunder and shall not misappropriate it;

 

18.6                        The Borrower shall make loan fund payment according to provisions of this Contract;

 

18.7                        The Borrower shall timely provide records and materials concerning use of loan fund according to provisions of this Contract or the Lender’s requirements, and shall cooperate with the Lender in management of loan fund payment and relevant inspection;

 

18.8                        Where cumulative borrowing amount of the Borrower will exceed 30% of net asset specified in the most recent annual financial statement of the Borrower in the case of any borrowing, the Borrower shall obtain prior written consent of the Lender;

 

18.9                        The Borrower shall not provide any form of guarantee to the third party without prior written consent of the Lender;

 

18.10                 The Borrower shall ensure any major asset exceeding RMB 500 million yuan is not sold, leased, transferred, assigned or otherwise disposed of through single transaction or multiple transactions or series of transactions other than normal operation transactions; or where such disposals involve major asset above 20% of its total asset and 30% of its net asset, the Borrower shall obtain prior written consent of the Lender;

 

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18.11                 Where the Borrower makes any single investment exceeding RMB 500 million yuan or makes investments with cumulative amount exceeding RMB 500 million yuan within one year, or there is any single investment change exceeding RMB 500 million yuan or are investment changes with cumulative amount exceeding RMB 700 million yuan within one year, the Borrower shall obtain prior written consent of the Lender with respect to its investment matters, amounts etc.

 

18.12                 Where the Borrower proposes to initiate merger and acquisition, amalgamation, separation, and be under contract operation or similar arrangement, the Borrower shall, 30 business days in advance, notify the Lender of plans and details about such merger and acquisition, amalgamation, separation, contract operation etc, and shall obtain prior written consent of the Lender. The aforesaid plans or arrangements shall not harm legitimate rights and interests of the Lender hereunder;

 

18.13                 The Borrower shall not enter into any agreements or documents sufficient to harm interests of the Lender, nor shall the Borrower engage in any matters sufficient to harm interests of the Lender;

 

18.14                 Where there are changes in credit standing, financial position and debt paying ability of the Borrower hereunder, or market situation is adverse to the Lender, or guarantee capability of the Guarantor decreases, the Borrower shall provide guarantee, supplement the existing guarantee within the time specified by the Lender, and the Guarantor and the Lender shall sign valid guarantee agreement according to laws;

 

18.15                 The Borrower shall, prior to March 31 each year, provide the Lender with full set of financial statements of the previous accounting year audited by accounting firm recognized by the Lender (including balance sheet, income statement, cash flow statement and audit report), and shall, within ten days at the beginning of each quarter, provide the Lender with full set of financial statements of the previous quarter; shall, prior to September 10 each year, provide the Lender with full set of financial statements of the first half year;

 

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18.16         Where the Borrower changes enterprise name, domicile, registered capital, business scope, company type, or modifies articles of association, or major financial changes occur in the Borrower, the Borrower shall, 30 business days in advance, notify the Lender in writing, and file relevant materials with the Lender.

 

18.17         The Borrower shall cooperate with the Lender in credit rating of the Borrower, and provide relevant materials according to the Lender’s requirements;

 

18.18         The Borrower shall keep correct account records and account book concerning its operation, and shall, within any reasonable time, allow the Lender and/or professional advisor appointed by the Lender to check and inspect account records and account book of the Borrower provided, however, that such check and inspection shall not unreasonably affect normal operation of the Borrower;

 

18.19         The Borrower shall observe the following financial indicators before full repayment of loans hereunder.

 

(a)             Asset-liability ratio (asset-liability ratio = total liabilities/total net assets x 100%) shall not be higher than 80%;

 

(b)             Debt service coverage ratio (Debt service coverage ratio = current available capital for debt service/current amount of debt service x 100%) shall not be lower than 130%;

 

18.20         Where any default event occurs under any agreement entered into by the Borrower, the Borrower shall notify the Lender in writing within ten business days following such default event;

 

18.21         If there are any lawsuits, actions, proceedings, arbitration or administrative procedure involving the Borrower after this Contract is signed, the Borrower shall notify the Lender in writing within 30 business days following such event;

 

18.22         The Borrower shall maintain its existence, and operate its business in a legitimate and valid way, and observe all applicable laws, regulations,

 

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authorization, agreements and obligations, and make all payable and due tax payments;

 

18.23         The Borrower shall timely obtain all approvals, authorizations, licenses, permits, consents, registrations and filing necessary for signing and performing this Contract and guarantee contract, and maintain their continuous validity;

 

18.24         Unless otherwise approved in writing by the Lender, the Borrower shall ensure that its registered capital is not reduced, and the Borrower shall not declare or pay any dividend to its shareholders or make income distribution in any other ways before all payable amounts are repaid hereunder;

 

18.25         Where equity structure of the Borrower proposes to be changed, the Borrower shall, 30 days before such proposed change, notify the Lender in writing, and obtain prior written consent of the Lender;

 

18.26         The Borrower shall not enter into any agreement which may cause material adverse effect on its financial position or other conditions;

 

18.27         The Borrower shall not enter into any contract or agreement which does not comply with fair trade rule with its related parties, nor shall the Borrower make to related parties any payment which does not comply with fair trade rule;

 

18.28         The Borrower shall open loan account, deposit account and capital recovery account according to provisions of Article 20 herein, and use such accounts according to provisions of this Contract, and accept supervision of such accounts by the Lender and actively cooperate with the Lender in supervising such accounts;

 

18.29         The Borrower shall, according to requirements specified by the Lender from time to time, provide the Lender with written report covering real financial position including accounts receivable, accounts payable and inventory etc which is satisfactory for the Lender;

 

18.30         The Lender shall not repay the loans offered by shareholders in any way before full repayment of all payable amounts hereunder;

 

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18.31         The Borrower shall urge its controlling shareholder Yingli Energy (China) Co., Ltd to ensure that its shareholding ratio in the Lender is not less than 50% at any time.

 

Article XIX  Rights of the Lender

 

19.1                The Lender is entitled to recover loan principal, interest and collect relevant expense according to this Contract or loan note;

 

19.2                The Lender is entitled to be informed of, inspect and supervise use of loan by the Borrower, its plan execution, financial revenue and expenditure etc in production operation management;

 

19.3                The Lender is entitled to, within withdrawal period hereunder, conduct annual review about the Borrower’s credit so as to determine whether to continue offering loans to the Borrower; where conditions are satisfied, the Lender offers loans; where conditions are not satisfied, the Lender will cancel lending;

 

19.4                The Lender is entitled to recover loans in advance in the light of capital recovery by the Borrower.

 

Article XX  Account Management

 

20.1                The Borrower shall, prior to _MM,DD,YY, open loan account and deposit account with the administering subsidiary bank and settlement bank of the Lender respectively, which are used by the Lender to offer loans, make settlement and recover principal and interest.

 

The Borrower shall make settlement concerning all loans hereunder through settlement bank of the Lender.

 

20.2                Capital recovery account is determined in the following _1st  way:

 

(a)                                        The Borrower and the Lender agree that the Borrower designates its following account opened with Hong Kong Branch, China Development Bank as capital recovery account hereunder:

 

Account name:

Opening bank:

Account No.:

 

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20.3                The Borrower agrees that the Lender may take the following supervision measures for loan account, deposit account and capital recovery account:

 

(b)                                 Require the Borrower to periodically (quarterly) provide the report on capital movement in capital recovery account, including but not limited to amount of current capital inflow, outflow, use of capital which flows out from such account etc (supplement specific content in capital movement report in the light of project situation);

 

(c)                                  Require the Borrower to provide information concerning abnormal capital movements;

 

Article XXI  Guarantee

 

This Contract is under the following guarantee mode:

 

21.1                                   The Guarantor Yingli Green Energy Holding Company Limited provides joint liability guarantee;

 

The Guarantor shall timely sign valid guarantee contract with the Lender, and maintain the validity and enforceability of guarantee under such guarantee contract.

 

Where the aforesaid guarantee is insufficient to effectively guarantee creditor’s rights of the Lender, the Lender is entitled to require the Borrower to timely provide other forms of guarantee.

 

Article XXII  Borrower Default Event and Liability for Breach

 

22.1                Where the Borrower violates Article 18 or Article 21 herein, or events specified in Article 18 (20) or (21) occur and the Lender believes that such events will adversely affect loan repayment ability of the Lender, or any representations or warranties made by the Borrower in Article 17 herein prove to be incorrect or misleading, or the following events occur, the Borrower is deemed to violate this Contract:

 

(a)                                 The Borrower fails to pay off any payable and due debts;

 

(b)                                 The Borrower is subject to any winding-up of business, dissolution,

 

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liquidation, bankruptcy, reorganization, compromise, rectification or similar legal procedures;

 

(c)                                  Assets of the Borrower with total market value reaching or exceeding RMB 200 million yuan are sealed up, frozen, detained, executed, expropriated, confiscated or are subject to other similar measures, which in the opinion of the Lender, will have material adverse effect on the safety of loans;

 

(d)                                 Any major adverse change event occurs.

 

In the case of the aforesaid events, the Lender is entitled to take one or more of the following measures;

 

(a)                                 Stop offering loans;

 

(b)                                 Cancel loan limit which has not yet been withdrawn;

 

(c)                                  Declare acceleration of maturity of loans and concurrently require the Borrower to repay the outstanding principal and interest within time limit, and have the right to directly deduct repayment fund from any account opened with the Lender’s banking system by the Borrower until all debts hereunder are fully paid off (the Borrower has, at the time of signing this Contract, authorize the Lender to exercise the aforesaid right to directly deduct repayment fund);

 

(d)                                 Unilaterally terminate this Contract, and concurrently exercise the rights specified in Paragraphs 1 — 3 of this Article;

 

(e)                                  Realize security interest under guarantee document;

 

(f)                                   Take other measures as permitted by relevant national and local laws, regulations or agreed hereunder.

 

22.2                Where the Borrower commits any act of violating other provisions of this Contract, the Lender is entitled to require the Borrower to make corrections within time limit; where the Borrower fails to make corrections within time limit, the Lender is entitled to require the Borrower to pay liquidated damages amounting to 0.1% of loan limit; where such liquidated damages is insufficient to compensate for financial loss incurred to the Lender, the Lender is entitled to

 

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require the Borrower to make compensation.

 

22.3                Where breach of the Borrower results in lawsuit, attorney fee and other expenses paid by the Lender for such lawsuit shall be borne by the Borrower.

 

Article XXIII  Tax and expense

 

23.1                The Borrower shall bear all taxes and surcharges relating to signing and performance of this Contract (except enterprise income tax of the Lender), including but not limited to stamp duty payable, taxes and surcharges levied on the Lender’s interest income as required by Chinese laws. If according to Chinese laws, the Borrower shall withhold or deduct any taxes and surcharges from any amount payable to the Lender, the Borrower shall pay additional amount to the Lender so as to make the Lender receive the amount available as if no such withholding or deduction occurs.

 

23.2                The Borrower shall bear all reasonable expenses and costs relating to negotiation, preparation, signing and modification of this Contract, including but not limited to attorney fee.

 

23.3                At the request of the Lender, the Borrower shall immediately reimburse the Lender for all reasonable expenses and costs incurred for the reason that the Lender exercises or asserts the rights hereunder or any loan document under any jurisdiction, including but not limited to attorney fee and legal cost.

 

Article XXIV Front-end expense

 

The Borrower Yingli Green Energy International Trading Co., Ltd shall pay to Hebei Branch of China Development Bank front-end expense 20BP relating to One-year Working Capital Loan for Yingli Green Energy International Trading Co., Ltd before the first loan is offered.

 

Article XXV  Contract Change and Termination

 

25.1                Unless otherwise specified herein, neither party is permitted to unilaterally change or terminate this Contract after this Contract comes into force; any

 

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modification or change to this Contract is subject to consultation through the Borrower and the Lender and written agreement between the Borrower and the Lender;

 

25.2                The Lender may transfer, in whole or in part, the rights hereunder to the third party. the aforesaid transfer by the Lender shall be notified to the Borrower;

 

25.3                Where changes in national laws, regulations or policies result in all or part of this Contract no longer complying with national laws, regulations or policies, the Borrower and the Lender shall timely conduct consultation to modify relevant terms as soon as possible;

 

25.4                Where the Borrower or the Lender is prevented from performing this Contract by force majeure, the affected party shall timely notify the other party of such event and take effective measures to prevent further loss; the affected party shall, within ten days following occurrence of such event, provide the other party with details about such event and documentary evidence concerning occurrence and impact of such event issued by competent government department. The Borrower and the Lender shall timely hold consultation for taking countermeasures.

 

Article XXVI  Contract Integrity and Separability of Contract Terms

 

No supplement, modification or change to this Contract shall be made unless in writing. Written supplements, modifications or changes to this Contract shall form the integral part of this Contract.

 

Terms of this Contract are separable to the extent that invalidity, illegality or unenforceability of any term of this Contract shall not affect the validity of other terms of this Contract.

 

Article XXVII  Confidentiality

 

Neither party shall disclose this Contract to the third party without consent of the Borrower, the Lender.

 

Where either party is informed of business secrets of the other party as a result of 

 

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exercising the rights hereunder, such party shall keep them confidential, and shall not disclose them to the third party without consent of the other party.

 

Article XXVII  Notice

 

28.1                Any notice given hereunder shall be delivered to address of the other party firstly specified herein in the following ways agreed herein:

 

(a)             Delivered in person;

 

(b)              Delivered by registered letter, postage prepaid (with receipt);

 

(c)               Delivered by express mail service;

 

(d)              Delivered by fax.

 

28.2                In the case of change in postal address firstly specified herein, the party making such change shall, within 48h following such change, notify the other party; where such documents as notice can’t be served as a result of failure to timely notify the other party in the case of changing the aforesaid addresses, the loss incurred there from shall be borne by the party making such change.

 

Article XXIX  Governing Law and Dispute Settlement

 

This Contract is governed by and interpreted in accordance with laws of the People’s Republic of China.

 

Disputes between the Borrower and the Lender arising out of performance of this Contract shall be settled through amicable consultation by both parties; where no agreement is reached, such disputes shall be brought to people’s court in the place where the Lender is domiciled.

 

Article XXX  Miscellaneous

 

30.1                Matters not covered hereunder shall be addressed through consultation by both parties or in accordance with relevant national laws and regulations.

 

30.2                Original copy of this Contract is made in triplicate, with each copy retained by each of the Borrower, the Lender and the Guarantor, its duplicate copy is made in quadruplicate, with one copy retained by each of the Guarantor and the Lender, 

 

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the remaining two copies retained by the Lender.

 

Article XXXI  Entry into Force of Contract

 

This Contract comes into force upon being signed and stamped by the Borrower and the Lender.

 

 

Borrower: Yingli Green Energy International Trading Co., Ltd

(Company Seal or Special Seal for Contracts)

 

 

Legal representative: /s/ Liansheng Miao                  (signature)

(or Authorized Representative): Miao Liansheng

(mm)        (dd)        (yy)

Opening Bank & Account Number of Borrower:

Lender: China Development Bank Co., Ltd

 

 

Legal representative: /s/ Chen Yuan                    (signature)

(or Authorized Representative)

(mm)       (dd)        (yy)

 

 

Place of Execution: Shijiazhuang, Hebei Province

 

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Annex One: Withdrawal Application

 

Withdrawal Application Form

 

(No.:                      )

 

China Development Bank Co., Ltd:

 

According to Foreign Exchange Loan Contract (No.:                  ) (hereinafter referred as to “Loan Contract”) entered into by and between Our Company and Your Bank on     MM DD,YY      , Our Company hereby irrevocably applies to Your Bank for withdrawing:

 

oWithdrawal Amount:                          ;

 

oWithdrawal Date:                                     ;

 

oTerm of Loan: term of loan is                months; expiry date (namely “principal repayment date”) is                         ;

 

oInterest Payment Mode:                               ;

 

oAuthorize Your Bank to transfer the aforesaid amount into deposit account opened with Your Bank by Our Company on the Withdrawal Date, account number:                                    ;

 

oOur Company authorizes Your Bank to, after depositing such loan fund into deposit account of Our Company, according to the following Entrusted Payment List, pay, on entrusted basis, all/part of such loan fund (as the case may be) to account of counterparty of Our Company in an aggregate amount of ():

 

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Entrusted Payment List

 

	
Serial
   No.
    	
 
    	
Payment
   date
    	
 
    	
Amount
    	
 
    	
Payee’s
   name
    	
 
    	
Receiving
   bank
    	
 
    	
Payee’s
   account
    	
 
    	
Use of
   fund
    	
 
    	
Commercial
   contract
    
	
1
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
2
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
3
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
4
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

The bases for making the aforesaid entrusted payment include: (enter names of supporting documents submitted along with this Withdrawal Application Form)

 

oOur Company will utilize such loan fund/the remaining amount of such load fund (used in the case of partial loan fund available under self-payment mode) according to self-payment mode. Our Company will, according to Loan Contract, periodically report Your Bank use of the part of loan fund subject to self-payment.

 

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Our Company hereby declares that Our Company has satisfies all preconditions for withdrawal specified in Loan Contract, and no default event hereunder occurs. The aforesaid withdrawal will constitute withdrawal from Your Bank by Our Company and Our Company will assume the debts incurred therefrom.

 

Lender:                                    (Official seal or special seal for contract)

 

Legal representative (or duly authorized agent) :                   (signature)

 

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