EX-10.4






Exhibit 10.4




November 26, 2008




	 	 	 	 	 
	Grand Avenue Group Limited
	 	Baoding Yingli Group
	 	Mr. Liansheng Miao
	P.O. Box 957
	 	Company Limited
	 	No. 3055 Middle Fuxing Road
	Offshore Incorporation Centre
	 	722 Cuiyuan Street
	 	Baoding, Hebei Province
	Road Town, Tortola
	 	Baoding, Hebei Province
	 	P.R. China
	British Virgin Islands
	 	P.R. China	 	 







	 	 	 	 
	 	Re:	 	Letter of Intent — Proposed Acquisition of All of the Outstanding Shares of
Cyber Power Group Limited (the “Company”)





     Ladies and Gentlemen:



     We refer to our recent discussions regarding the proposed acquisition of all of the issued and
outstanding ordinary shares of the Company (the “Proposed Acquisition”) by Yingli Green Energy
Holding Company Limited (“YGE”). This binding letter of intent (this “Letter”) sets forth the
principal terms and conditions of the Proposed Acquisition.



	 	 	 
	The Company

	 	Cyber Power Group Limited is a company organized under the laws
of the British Virgin Islands, with an authorized share capital
of US$10. The number of outstanding shares of the Company is
10,000 ordinary shares.
The Company, through Fine Silicon Co., Ltd., its principal
operating subsidiary established in the People’s Republic of
China (the “PRC”), is a development stage enterprise which will
be engaged in the business of producing solar-grade polysilicon
in Baoding, Hebei Province, PRC.
	 
	 	 
	The Seller

	 	Grand Avenue Group Limited holds 7,000 ordinary shares of the
Company as of the date of this Letter, is in the process of
acquiring the remaining 3,000 ordinary shares of the Company from
Gold Sight International Limited (“Gold Sight”) and is expected
to hold all of the ordinary shares of the Company immediately
before the Proposed Acquisition.
	 
	 	 
	The Proposed 

Acquisition

	 	YGE proposes to acquire 100% of the outstanding share capital of
the Company on a fully diluted basis, that is, the Total
Consideration (as defined below) to be paid for the Proposed
Acquisition shall also cover all of the ordinary shares of the
Company issuable upon the exercise of share options or
convertible or exchangeable from other securities, if any.
	 
	 	 
	Consideration

	 	The aggregate consideration for the Proposed Acquisition is
expected to be in the range of US$70 million and US$80 million
(the “Total Consideration”), which is determined with reference
to the book value of the Company and subject to further necessary
adjustment to reflect the results of the due diligence. US$25
million of the Total Consideration (the “Initial Consideration”)
shall be payable by November 27, 2008 or as otherwise agreed
between YGE and the Seller. The payment of the remaining Total
Consideration will be paid on the date of the closing of the
Proposed Acquisition. The Initial Consideration shall be used to
repay a portion of the Seller’s indebtedness to finance the
construction of the polysilicon operation of Fine Silicon Co.,
Ltd., and shall be repaid to YGE by Seller in the event that this
Letter is terminated or the Proposed Acquisition is not






 









 






	 	 	 	 	 
	 

	 	completed prior to February 6, 2009.
	 
	 	 
	Guarantee and

	 	The obligation to repay Initial Consideration shall be secured by:
	Security
	 	 
	 

	 	(a) in favor of Yingli Energy (China) Company Ltd. (“Yingli
China”), a wholly owned subsidiary of YGE established under the
laws of the PRC,
	 
	 	 
	 

	 	 	(i) an unconditional and irrevocable guarantee by Baoding Yingli
Group Company Limited (“Yingli Group”), an affiliate of the
Seller,
	 
	 	 
	 

	 	 	(ii) a personal guarantee by Mr. Liansheng Miao, and
	 
	 	 
	 

	 	 	(iii) the following assets (collectively, the “Collateral”):
	 
	 	 
	 

	 	 	 	(A) a parcel of land (with an aggregate area of 41,386 square
meters) owned by Yuansheng Rongtong Trading Company Limited
(“Yuansheng Rongtong”), an affiliate of the Seller, located in
1888 North Chaoyang Street, Baoding, Hebei Province, PRC, and
	 
	 	 
	 

	 	 	 	(B) a parcel of land (with an aggregate area of 25,775 square
meters) owned by Yuansheng Real Estate Development Company
Limited, a wholly owned subsidiary of Yuansheng Rongtong; and
	 
	 	 
	 

	 	(b) a 40.87% equity interest in Yuansheng Rongtong held by Tianli
Power Holding Company Limited, an affiliate of the Seller, in
favor of YGE.
	 
	 	 
	Conditions to
Definitive Agreements
and Closing 

	 	The parties shall negotiate in good faith the definitive terms
and condition of the Proposed Acquisition and execute the
definitive transaction agreements regarding the Proposed
Acquisition (the “Definitive Agreements”). The entering into of
the Definitive Agreements and the closing of the Proposed
Acquisition shall be subject to, among others, the following
conditions:
	 
	 	 
	 

	 	(a) completion of satisfactory legal, financial and technical due
diligence by YGE,
	 
	 	 
	 

	 	(b) YGE’s procurement of satisfactory financing of an amount not
less than the Total Consideration for the Proposed Acquisition
(the “Financing”) and the receipt of the proceeds from the
Financing,
	 
	 	 
	 

	 	(c) receipt of final approval of the Proposed Acquisition and the
Financing by the audit committee of YGE,
	 
	 	 
	 

	 	(d) receipt of all other required approvals and consents
(corporate, regulatory, governmental or otherwise) for the
Proposed Acquisition and the Financing,
	 
	 	 
	 

	 	(e) execution of the Definitive Agreements satisfactory to YGE,
	 
	 	 
	 

	 	(f) the completion by the Seller to acquire the remaining 3,000
ordinary shares of the Company from Gold Sight,
	 
	 	 
	 

	 	(g) release of all encumbrance on 100% of the outstanding shares
of the Company (or if any security interest on such shares cannot
be released prior to the closing, then such security interest
shall be released immediately after the payment of the Total
Consideration), and
	 
	 	 
	 

	 	(h) other customary closing conditions.
	 
	 	 
	 

	 	In addition, the Seller shall (i) provide a satisfactory
independent appraisal report to YGE with respect to the value of
the Collateral on or before December 11, 2008; and (ii) execute
or cause its affiliates to execute all necessary guarantee and
security agreements satisfactory to YGE with respect to the
security interest as






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	 	described in the “Guarantee and Security”
section above prior to the payment of the Initial Consideration,
and assist YGE to complete all necessary registration and
perfection procedures with respect of such security interest on
or before January 24, 2009.
The conditions to the entering into the Definitive Agreements and
the closing of the Proposed Acquisition set forth in this letter
may be waived at the sole discretion of YGE.
	 
	 	 
	Termination

	 	This Letter may be terminated:
	 
	 	 
	 

	 	(a) automatically on February 6, 2009, which termination date may
be extended by YGE at its sole discretion;
	 
	 	 
	 

	 	(b) by YGE at its discretion; or
	 
	 	 
	 

	 	(c) by the Seller in the event of a material breach of any
agreement of YGE or Yingli China contained herein.
	 
	 	 
	 

	 	In the event of the termination of this Letter, the Seller shall
promptly repay the Initial Consideration to YGE.
	 
	 	 
	Disclosure

	 	No party to this Letter shall make, or cause to be made, any
press release or public announcement in respect of this Letter or
the transactions contemplated hereby or otherwise communicate
with news media without the prior consent of the other party,
except as may be otherwise required by applicable law or
regulation, by any authorized administrative or governmental
agency or pursuant to applicable requirements of any listing
agreement with or the rules of any applicable securities
exchange.
	 
	 	 
	Expenses

	 	The parties hereto shall bear their own respective costs and
expenses in connection with the Proposed Acquisition; except that
if the Seller, Yingli Group or Mr. Miao decides to terminate
discussion with YGE and Yingli China, then the Seller, Yingli
Group and Mr. Miao shall, promptly upon request, reimburse YGE
and Yingli China for reasonable costs and expenses (including,
without limitation, reasonable legal fees, auditing fees and
other expenses) incurred in connection with YGE’s and Yingli
China’s pursuit of the Proposed Acquisition and for any expenses
of YGE and Yingli China (including, without limitation, legal
fees and expenses) incurred to enforce this provision.
	 
	 	 
	Binding Letter

	 	This Letter constitutes legally binding obligations on the
parties hereof with respect to the Proposed Acquisition and
subject to the conditions set forth herein, constitutes an
obligation or commitment of each party to enter into the
Definitive Agreements.
	 
	 	 
	Assignment

	 	The benefits under this Letter may not be assigned by any party
without the express written consent of the other party.
	Entire Agreement

	 	This Letter 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,
between the parties with respect to the subject matter hereof.






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	Amendment

	 	This Letter may not be amended or modified except (a) by an
instrument in writing signed by, or on behalf of, the parties
hereof or (b) by a waiver in accordance with provision below.
	 
	 	 
	Waiver

	 	Either party to this Letter may (a) extend the time for the
performance of any of the obligations or other acts of the other
party, or (b) waive compliance with any of the agreements of the
other party or conditions to such party’s obligations contained
herein. Any such extension or waiver shall be valid only if set
forth in an instrument in writing signed by the party to be bound
thereby. Any waiver of any term or condition shall not be
construed as a waiver of any subsequent breach or a subsequent
waiver of the same term or condition, or a waiver of any other
term or condition of this Letter. The failure of either party
hereto to assert any of its rights hereunder shall not constitute
a waiver of any of such rights.
	 
	 	 
	Governing Law

	 	This Letter shall be governed by, and construed and enforced in
accordance with, the law of the Cayman Islands, without regard to
its conflicts of law principles.
	 
	 	 
	Dispute 

Resolution

	 	All disputes among the parties arising out of or relating to this
Letter shall be finally settled in Hong Kong in accordance with
the Rules of Arbitration of the International Chamber of
Commerce.
	 
	 	 
	Counterparts

	 	This Letter 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.






[Signature Page to Follow]




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     If the foregoing is in accordance with your understanding, please sign and return to us a
counterpart hereof.



	 	 	 	 	 
	 	Yours sincerely





YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

 	 
	 	/s/ Xiangdong Wang
 	 
	 	Name:  	Xiangdong Wang 	 
	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	YINGLI ENERGY (CHINA) COMPANY LIMITED

 	 
	 	/s/ Xiangdong Wang
 	 
	 	Name:  	Xiangdong Wang 	 
	 	Title:  	Director 	 
	 


Accepted as of the date first above written by:




	 	 	 
	GRAND AVENUE GROUP LIMITED

 	 
	/s/ Liansheng Miao
 	 
	Name:  	Liansheng Miao;	 
	Title:  	Authorized Representative 	 
	 



	 	 	 
	BAODING YINGLI GROUP COMPANY LIMITED

 	 
	/s/ Liansheng Miao
 	 
	Name:  	Liansheng Miao	 
	Title:  	Director 	 
	 



	 	 	 
	 	 
	/s/ Liansheng Miao
 	 
	 	Mr. Liansheng Miao 	 
	 	 
	 




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