EX-4.12








Exhibit 4.12






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.	 	Nature of a Finance Party’s Obligations
	 	 	15	 
	4.	 	Taxes
	 	 	15	 
	5.	 	Payments
	 	 	17	 
	6.	 	Representations and Warranties
	 	 	18	 
	7.	 	Information Covenants
	 	 	26	 
	8.	 	Financial Covenants
	 	 	29	 
	9.	 	General Covenants
	 	 	38	 
	10.	 	Release of Security
	 	 	52	 
	11.	 	Collateral Account
	 	 	53	 
	12.	 	Evidence and Calculations
	 	 	53	 
	13.	 	Indemnities
	 	 	54	 
	14.	 	Amendments and Waivers
	 	 	54	 
	15.	 	Changes to the Parties
	 	 	54	 
	16.	 	Disclosure of Information
	 	 	55	 
	17.	 	Set-off
	 	 	55	 
	18.	 	Pro Rata Sharing
	 	 	56	 
	19.	 	Severability
	 	 	57	 
	20.	 	Counterparts
	 	 	57	 
	21.	 	Notices
	 	 	57	 
	22.	 	Language
	 	 	59	 
	23.	 	Governing Law
	 	 	59	 
	24.	 	Enforcement
	 	 	59	 
	 	 	 
	 	 	 	 
	Schedule	 	 	 	 
	 	 	 
	 	 	 	 
	1.	 	Documents to Be Delivered
	 	 	61	 
	2.	 	Form of Compliance Certificate
	 	 	64	 
	3.	 	Corporate Structure Chart
	 	 	65	 
	4.	 	Lender Accession Deed
	 	 	66	 
	5.	 	Credit Agreement
	 	 	67	 
	6.	 	Form of Warrant Agreement
	 	 	68	 
	7.	 	Form of Miao HK Guarantee
	 	 	69	 
	8.	 	Form of Miao PRC Guarantee
	 	 	70	 
	9.	 	Form of Opco Original Equity Pledge Agreement
	 	 	71	 
	10.	 	Form of Charge Over YGE Shares
	 	 	72	 
	11.	 	Form of Charge Over Collateral Account
	 	 	73	 
	12.	 	Form of Hong Kong Security Agreement
	 	 	74	 
	13.	 	Form of Mortgage Over HK Shares
	 	 	75	 
	14.	 	Form of Tianwei Yingli Guarantee
	 	 	76	 
	15.	 	Form of Tianli Power Share Pledge
	 	 	77	 
	16.	 	Form of Guarantee Acknowledgement
	 	 	78	 
	17.	 	Form of Charge Over Collateral Account
	 	 	79	 






 









 




THIS GUARANTEE AND UNDERTAKING is dated 24 January 2009 and is made



BETWEEN:





	(1)	 	YINGLI GREEN ENERGY HOLDING COMPANY LIMITED as guarantor (the Guarantor);
	 
	(2)	 	YINGLI ENERGY (CHINA) COMPANY LIMITED
 as borrower (the Borrower);
	 
	(3)	 	DEUTSCHE BANK AG, HONG KONG BRANCH as mandated lead arranger (in this capacity the Arranger);
	 
	(4)	 	GOLD SUN DAY LIMITED  as lender (the Lender); and
	 
	(5)	 	GOLD SUN DAY LIMITED  as security agent for itself and any other Finance
Parties appointing it as security agent from time to time (in this capacity GSD).





BACKGROUND



The Guarantor, the Borrower and the other parties to this Agreement enter into this Agreement
in connection with the Credit Agreement (as defined below).



IT IS AGREED as follows:





	1.	 	INTERPRETATION






	1.1	 	Definitions






In this Agreement:




100MW Project means the 100mw plant of the Borrower located in No. 3399, Chao Yang
North Road, Baoding Hebei, the PRC.




Accession Deed means a deed by which a new Lender or other Finance Party becomes a
party to this Agreement, substantially in the form of Schedule 4 (Accession Deed), with such
amendments as GSD may approve or reasonably require.




Account Bank means Deutsche Bank AG, Hong Kong Branch or such other bank approved in
writing by the Lender.




ADRs means American depositary receipts, each representing one ADS.




ADSs means American depositary shares, each representing one ordinary share of the
Guarantor.




Affiliate means a Subsidiary or a Holding Company of a person or any other Subsidiary
of that Holding Company.




Assignment of Shareholder Loans means the assignment to be granted to GSD by the HK Key
Subsidiary or the BVI Key Subsidiary (as the case may be) of its rights over any Shareholder
Loans.



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Business Day means a day other than (a) a Saturday or a Sunday and (b) any day that is
neither a legal holiday nor a day on which banking institutions are authorised or required
by law or regulation (including any executive order) to close in Hong Kong, New York and the
PRC.




BVI Key Subsidiary means Cyber Power Group Limited, a company incorporated in the
British Virgin Islands.




Charge Over Collateral Account means the charge over the Collateral Account to be
entered into between the BVI Key Subsidiary and GSD, in a form to be agreed between the
relevant parties thereto after the date of this Agreement and to be attached hereto as
Schedule 17 (Form of Charge Over Collateral Account).




Charge Over YGE Shares means the charge over 23,000,000 ordinary shares, as may be
reduced in accordance with Clause 10 (Release of Security) in the Guarantor to be entered
into between the Collateral Provider and GSD, in a form to be agreed between the Guarantor
and the Lender after the date of this Agreement and to be attached hereto as Schedule 10
(Form of Charge Over YGE Shares).




Circular 75 means Circular (2005) No 75 issued on 21 October 2005 by SAFE.




Collateral means the assets which are the subject of the Security Interest evidenced or
created under the Security Documents.




Collateral Account means a US$ account in the name of the BVI Key Subsidiary and held
with the Account Bank.




Collateral Provider means Yingli Power Holding Company Ltd., a company incorporated in
the British Virgin Islands.




Commission means the U.S. Securities and Exchange Commission.




Commitment Fee means the commitment fee payable by the Borrower to the Lender pursuant
to Clause 14.4 of the Credit Agreement.




Compliance Certificate means a certificate substantially in the form of Schedule 2
(Form of Compliance Certificate).




Credit Agreement means the agreement in relation to a term loan facility in such amount
as determined under the Credit Agreement, dated on or about the date of this Agreement
between (among others) the Borrower and the Lender and as attached in Schedule 5 (Credit
Agreement).




Cyber Group means the BVI Key Subsidiary, the HK Key Subsidiary, Opco and each of their
respective Subsidiaries.




Default means:




	 	(a)	 	an Event of Default; or
	 
	 	(b)	 	an event or circumstance which would be (with the expiry of a grace period, the
giving of notice or the making of any determination under the Finance Documents or any
combination of them) an Event of Default.






Depositary means JPMorgan Chase Bank, N.A., as depositary under the Deposit Agreement.



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Deposit Agreement means the deposit agreement, dated June 13, 2007, among the Company
and the Depositary and the owners and beneficial holders of ADSs issued thereunder, as may
be amended from time to time, a form of which has been filed with the Commission as an
exhibit to the Guarantor’s registration statement on Form F-6 (Registration No. 333-142852)
with the Commission.




Environmental Approval means any authorisation required under any Environmental Law for
the operation of the business of any member of the Group conducted on or from properties
owned or used by any member of the Group.




Environmental Claim means any claim, proceeding, formal notice or investigation by any
person in respect of any Environmental Law.




Environmental Law means any applicable law or regulation which relates to:




	 	(a)	 	the pollution or protection of the environment;
	 
	 	(b)	 	the harm to or the protection of human health;
	 
	 	(c)	 	the conditions of the workplace; or
	 
	 	(d)	 	any emission or substance capable of causing harm to any living organism or the
environment.






ERISA means the United States Employee Retirement Income Security Act of 1974, as
amended from time to time.




ERISA Affiliate means any person treated as a single employer with the Guarantor for
the purpose of section 414(b), (c), (m) or (o) of the Code.




ERISA Event means:




	 	(a)	 	any “reportable event”, as defined in Section 4043 of ERISA or the regulation
thereunder with respect to a Title IV Plan (other than an event for which the 30 day
notice period is waived);
	 
	 	(b)	 	the existence with respect to any Title IV Plan of an “accumulated funding
deficiency” (as defined in section 412 of the Code or section 302 of ERISA), whether or
not waived;
	 
	 	(c)	 	the filing under section 412(d) of the Code or section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any Title IV
Plan;
	 
	 	(d)	 	the incurrence by the Guarantor or any of its ERISA Affiliates of any liability
under Title IV of ERISA with respect to the termination of any Title IV Plan;
	 
	 	(e)	 	the receipt by the Guarantor or any of its ERISA Affiliates from the Pension
Benefit Guaranty Corporation or a plan administrator of any notice relating to an
intention to terminate any Title IV Plan or Multiemployer Plan or to appoint a trustee
to administer any Plan;
	 
	 	(f)	 	the incurrence by the Guarantor or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Title IV Plan or
Multiemployer Plan; or




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	 	(g)	 	the receipt by the Guarantor or any of its ERISA Affiliates of any notice, or
the receipt by any Multiemployer Plan from the Guarantor or any of its ERISA Affiliates
of any notice, concerning the imposition of any withdrawal liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in reorganisation,
within the meaning of Title IV of ERISA.






Event of Default means:




	 	(h)	 	any event or circumstances set out in clause 21 of the Credit Agreement; or
	 
	 	(i)	 	any breach or misrepresentation in any material respects by the Guarantor or
the Borrower under this Agreement that constitutes an Event of Default (as defined in
the Credit Agreement).






Facility means the term loan facility granted by the Lender to the Borrower under the Credit
Agreement in such amount as determined under the Credit Agreement.




Final Maturity Date means the date falling on the third anniversary of the Utilisation
Date.




Finance Document means each and any of:




	 	(a)	 	the Credit Agreement;
	 
	 	(b)	 	a Security Document;
	 
	 	(c)	 	a Warrant Document;
	 
	 	(d)	 	each Guarantee Acknowledgement;
	 
	 	(e)	 	any Lender Accession Deed; or
	 
	 	(f)	 	any other document designated as such by the Lender and the Guarantor or the
Borrower.






Finance Party means a Lender, a Warrantholder or GSD.




Financial Indebtedness means any indebtedness for or in respect of:




	 	(a)	 	moneys borrowed;
	 
	 	(b)	 	any acceptance credit (including any dematerialised equivalent);
	 
	 	(c)	 	any bond, note, debenture, loan stock or other similar instrument;
	 
	 	(d)	 	any redeemable preference share;
	 
	 	(e)	 	any agreement treated as a finance or capital lease in accordance with GAAP;
	 
	 	(f)	 	receivables sold or discounted (other than any receivables to the extent they
are sold on a non-recourse basis);
	 
	 	(g)	 	the acquisition cost of any asset or service to the extent payable before or
after its acquisition or possession by the party liable where the advance or deferred
payment:




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	 	(i)	 	is arranged primarily as a method of raising finance or of
financing the acquisition of that asset or service or the construction of that
asset or service; or
	 
	 	(ii)	 	involves a period of more than six months before or after the
date of acquisition or supply;






	 	(h)	 	any derivative transaction protecting against or benefiting from fluctuations
in any rate or price (and, except for non-payment of an amount, the then mark-to-market
value of the derivative transaction will be used to calculate its amount);
	 
	 	(i)	 	any other transaction (including any forward sale or purchase agreement) which
has the commercial effect of a borrowing;
	 
	 	(j)	 	any counter-indemnity obligation in respect of any guarantee, indemnity, bond,
letter of credit or any other instrument issued by a bank or financial institution; or
	 
	 	(k)	 	any guarantee, indemnity or similar assurance against financial loss of any
person in respect of any item referred to in the above paragraphs.






GAAP means:




	 	(a)	 	in relation to each of the Borrower, Opco and Tianwei Yingli, the accounting
system for business enterprises applicable to wholly foreign owned enterprises issued
by the Ministry of Finance of the PRC; and
	 
	 	(b)	 	in relation to any other entity, the generally accepted accounting principles
in the United States, including those set out in:






	 	(i)	 	the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants;
	 
	 	(ii)	 	the statements and pronouncements of the Financial Accounting
Standards Board;
	 
	 	(iii)	 	such other statements by such other entity as approved by a
significant segment of the accounting profession; and
	 
	 	(iv)	 	the rules and regulations of the Securities and Exchange
Commission governing the inclusion of financial statements (including pro forma
financial statements) in periodic reports required to be filed pursuant to
Section 13 of the Exchange Act 1934, including opinions and pronouncements in
staff accounting bulletins and similar written statements from the accounting
staff of the Securities and Exchange Commission.






Group means:




	 	(a)	 	the Guarantor;
	 
	 	(b)	 	Tianwei Yingli;
	 
	 	(c)	 	the BVI Key Subsidiary;
	 
	 	(d)	 	the HK Key Subsidiary;




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	 	(e)	 	the Borrower;
	 
	 	(f)	 	Opco,






and each of their respective Subsidiaries.




Group Restructuring means the transfer by the BVI Key Subsidiary of all its equity
interest in Opco to the HK Key Subsidiary.




Guarantee Acknowledgement means a letter by each Subsidiary of the Guarantor to the
Lender confirming the terms of this Agreement in respect of that Subsidiary, substantially
in the form of Schedule 16 (Form of Guarantee Acknowledgement).




Guarantor Restricted Shares means 11,000,000 (as may be reduced in accordance with
Clause 10 (Release of Security)), unencumbered ordinary shares in the Guarantor held by the
Collateral Provider.




HK Key Subsidiary means Cyber Lighting Holding Company Limited, a company incorporated
in Hong Kong with registered office at 50th Floor, Bank of China Tower, 1 Garden Road,
Central Hong Kong and registered number 1247919.




Holding Company of any other person, means a person in respect of which that other
person is a Subsidiary.




Hong Kong means the Hong Kong Special Administrative Region.




Hong Kong Security Agreement means the security agreement to be entered into between
the HK Key Subsidiary and GSD, in a form to be agreed between the parties thereto after the
date of this Agreement and to be attached hereto as Schedule 17 Schedule 12 (Form of Hong
Kong Security Agreement).




Implementation Rules 106 means Implementation Rules (2007) No. 106 issued on 29 May
2007 by SAFE.




Intellectual Property means:




	 	(a)	 	any patents, trade marks, service marks, designs, business names, copyrights,
design rights, moral rights, inventions, confidential information, know-how and other
intellectual property rights and interests, whether registered or unregistered; and
	 
	 	(b)	 	the benefit of all applications and rights to use such assets of each member of
the Group.






Lender means:




	 	(a)	 	the Lender; or
	 
	 	(b)	 	any person which becomes a Lender in accordance with the Credit Agreement and
which has entered into a Lender Accession Deed.






Liability means any present or future liability (actual or contingent), together with:




	 	(a)	 	any permitted novation, deferral or extension of that liability;




6









 






	 	(b)	 	any further advance which may be made under any agreement expressed to be
supplemental to any document in respect of that liability, together with all related
interest, fees and costs;
	 
	 	(c)	 	any claim for damages or restitution in the event of rescission of that
liability or otherwise;
	 
	 	(d)	 	any claim flowing from any recovery by a payment or discharge in respect of
that liability on the grounds of preference or otherwise; and
	 
	 	(e)	 	any amount (such as post-insolvency interest) which would be included in any of
the above but for its discharge, non-provability, unenforceability or non-allowability
in any insolvency or other proceedings.






Loan means, unless otherwise stated in the Credit Agreement, the principal amount of
the borrowing under the Facility or the principal amount outstanding of that borrowing.




M&A Regulations means the “Regulations regarding the Acquisition of Domestic
Enterprises by Foreign Investors” promulgated on 8 August 2006 by the Ministry of Commerce,
the State Assets Supervision and Administration Commission, the State Administration of
Taxation, the State Administration of Industry and Commerce, the China Securities Regulatory
Commission and SAFE.




Material Adverse Effect means a material adverse effect on:




	 	(a)	 	the business, operations, property, prospects or condition (financial or
otherwise) of the Guarantor, any Material Company or the Group as a whole;
	 
	 	(b)	 	the ability of any Obligor to perform its obligations under any Finance
Document;
	 
	 	(c)	 	the validity or enforceability, or the effectiveness or ranking of any Security
Interest granted or purported to be granted pursuant to, of any Finance Document; or
	 
	 	(d)	 	any right or remedy of a Finance Party in respect of a Finance Document.






Material Company means:




	 	(a)	 	Tianwei Yingli;
	 
	 	(b)	 	the Borrower;
	 
	 	(c)	 	the BVI Key Subsidiary;
	 
	 	(d)	 	the HK Key Subsidary;
	 
	 	(e)	 	Opco,






and in each case, its respective Subsidiaries.




Miao HK Guarantee means the Hong Kong law governed guarantee agreement to be entered
into between Ms. Miao Qing and GSD, in a form to be agreed between the relevant parties
thereto after the date of this Agreement and to be attached hereto as Schedule 7 (Form of
Miao HK Guarantee).




Miao PRC Guarantee means the PRC law governed guarantee agreement to be entered into
between Ms. Miao Qing and GSD, in a form to be agreed between the relevant parties thereto
after the date of this Agreement and to be attached hereto as Schedule 8 (Form of Miao PRC
Guarantee).



7









 






Mortgage Over HK Shares means the mortgage over all of the shares in the HK Key
Subsidiary to be entered into between the BVI Key Subsidiary and GSD, in a form to be agreed
between the Guarantor and the Lender after the date of this Agreement and attached hereto as
Schedule 13 (Form of Mortgage Over HK Shares).




Ms Miao Qing means Ms. Miao Qing 
 , a PRC national with passport number
130604198012081244.




Obligors means the Borrower, the Guarantor, Tianwei Yingli, Ms Miao Qing, the
Collateral Provider, the BVI Key Subsidiary, the HK Key Subsidiary and Tianli Power, except
that for the purpose of Clause 2 (Guarantee and Indemnity) only, Obligors shall exclude Ms
Miao Qing, the Collateral Provider and Tianli Power.




Opco means Fine Silicon Company Limited 
, a company incorporated in
the PRC.




Opco Original Equity Pledge Agreement means the pledge agreement in respect of all of
the equity in Opco to be entered into between the BVI Key Subsidiary, Opco and GSD, in a
form to be agreed between the relevant parties thereto after the date of this Agreement and
to be attached hereto as Schedule 9 (Form of Opco Original Equity Pledge Agreement).




Opco New Equity Pledge Agreement means the pledge agreement in respect of all of the
equity in Opco to be entered into between the HK Key Subsidiary and GSD.




Original Financial Statements means:




	 	(a)	 	the audited consolidated financial statements of the Guarantor for the year
ended 31 December 2007;
	 
	 	(b)	 	the unaudited consolidated financial statements of the Guarantor for the
financial quarter ended 30 September 2008; and
	 
	 	(c)	 	the unaudited consolidated financial statements of the BVI Key Subsidiary for
the financial quarter ended 30 September 2008.






Party means a party to this Agreement.




Polysilicon Project means the project relating to the 3000 ton annual capacity
polysilicon plant owned by the Opco and located in No. 722, Cui Yuan Street, Baoding, Hebei,
PRC.




Plan means an employee benefit plan as defined in section 3(3) of ERISA:




	 	(a)	 	currently maintained by the Guarantor or any of its ERISA Affiliates or for
which the Guarantor could reasonably be expected to have any liability under section
4069 of ERISA; or
	 
	 	(b)	 	to which the Guarantor or any of its ERISA Affiliates is required to make any
payment or contribution.






PRC means the People’s Republic of China, but for the purpose of the Finance Documents
only, excluding Hong Kong, the Macau Special Administrative Region and Taiwan.



8









 






Request means a request for the Loan, substantially in the form provided in the Credit
Agreement.




RMB means the lawful currency for the time being of the PRC.




SAFE means the State Administration of Foreign Exchange of the PRC or its relevant
local counterpart.




Security Document means each and any of:




	 	(a)	 	this Agreement;
	 
	 	(b)	 	the Tianwei Yingli Guarantee;
	 
	 	(c)	 	the Miao HK Guarantee;
	 
	 	(d)	 	the Miao PRC Guarantee;
	 
	 	(e)	 	any Assignment of Shareholder Loans;
	 
	 	(f)	 	the Charge Over Collateral Account;
	 
	 	(g)	 	the Hong Kong Security Agreement;
	 
	 	(h)	 	the Charge Over YGE Shares;
	 
	 	(i)	 	the Mortgage Over HK Shares;
	 
	 	(j)	 	the Opco Original Equity Pledge Agreement;
	 
	 	(k)	 	the Opco New Equity Pledge Agreement;
	 
	 	(l)	 	the Tianli Power Share Pledge; or
	 
	 	(m)	 	any other document designated as such by GSD and the Guarantor or the Borrower.






Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation
or security interest or any other agreement or arrangement having a similar effect.




Shareholder Loans means any loans made by the HK Key Subsidiary or the BVI Key
Subsidiary to Opco.




Subsidiary means an entity of which a person has direct or indirect control or owns
directly or indirectly more than 50 per cent. of the voting capital or similar right of
ownership and control for this purpose means the power to direct the management and the
policies of the entity whether through the ownership of voting capital, by contract or
otherwise.




Tax means any tax, levy, impost, duty or other charge or withholding of a similar
nature (including any related penalty or interest).




Tax Deduction means a deduction or withholding for or on account of Tax from a payment
under a Finance Document.




Tax Payment means a payment made by any Obligor to a Finance Party in any way relating
to a Tax Deduction under any Finance Document.



9









 







Term means each period determined under the Credit Agreement by reference to which
interest on the Loan or an overdue amount is calculated.




Tianli Power means Tianli Power Holding Company Limited, a company incorporated in the
British Virgin Islands.




Tianli Power Share Pledge means the charge over certain shares in Yuansheng to be
entered into between Tianli Power and GSD, in a form to be agreed between the relevant
parties thereto after the date of this Agreement and to be attached hereto as Schedule 15
(Form of Tianli Power Share Pledge).




Tianwei Yingli Guarantee means the guarantee agreement to be entered into between
Tianwei Yingli and GSD, in a form to be agreed between the relevant parties thereto after
the date of this Agreement and to be attached hereto as Schedule 14 (Form of Tianwei Yingli
Guarantee).




Tianwei Yingli means Baoding Tianwei Yingli New Energy Resources Co., Ltd.
, a company incorporated in the PRC.




United States Dollars or US$ means the lawful currency for the time being of the United
States of America.




Utilisation Date means the date on which the Loan is made under the Credit Agreement.




Warrants means the warrants of the Guarantor constituted by the Warrant Agreement.




Warrant ADSs means the ADSs delivered by the Depositary in the name of or to the
account designated by a holder of Warrant Shares.




Warrant Agent means the warrant agent specified in the Warrant Agreement.




Warrant Agreement means the warrant agreement to be entered into between the Guarantor
and the warrant agent specified in that agreement, in a form to be agreed between the
relevant parties thereto and to be attached hereto as Schedule 6 (Form of Warrant
Agreement).




Warrant Documents means each and any of:




	 	(a)	 	the Warrants;
	 
	 	(b)	 	the Warrant Agreement; and
	 
	 	(c)	 	any other document designated as such by the Lender and the Guarantor.






Warrant Shares means the ordinary shares in the Guarantor to be issued on exercise of
the Warrants in accordance with the Warrant Agreement.




Warrantholder means the warrantholders under the Warrant Documents.




YGEI means Yingli Green Energy (International) Holding Co., Ltd. Romasco Place,
Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG 1110.




Yingli Capital means Yingli Green Energy Capital Holding Co., Ltd. with register
office at Romasco Place, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin
Islands VG1110.



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Yuansheng means Baoding Yuansheng Rongtong Trading Company Limited.
, a company incorporated in the PRC.




	1.2	 	Construction
	 
	(a)	 	In this Agreement, unless the contrary intention appears, a reference to:






	 	(i)	 	an amendment includes a supplement, novation, extension (whether of maturity or
otherwise), restatement, re-enactment or replacement (however fundamental and whether
or not more onerous) and amended will be construed accordingly;
	 
	 	(ii)	 	assets includes present and future properties, revenues and rights of every
description;
	 
	 	(iii)	 	an authorisation includes an authorisation, consent, approval, resolution,
permit, licence, exemption, filing, registration or notarisation;
	 
	 	(iv)	 	customer due diligence requirements are to the identification checks that a
Finance Party requests in order to meet its obligations under any applicable law or
regulation to identify a person who is (or is to become) its customer;
	 
	 	(v)	 	disposal means a sale, transfer, assignment, grant, lease, licence, declaration
of trust or other disposal, whether voluntary or involuntary, and dispose will be
construed accordingly;
	 
	 	(vi)	 	indebtedness includes any obligation (whether incurred as principal or as
surety and whether present or future, actual or contingent) for the payment or
repayment of money;
	 
	 	(vii)	 	a person includes any individual, company, corporation, unincorporated
association or body (including a partnership, trust, fund, joint venture or
consortium), government, state, agency, organisation or other entity whether or not
having separate legal personality;
	 
	 	(viii)	 	a regulation includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law but, if not having the force of law, being of a
type with which any person to which it applies is accustomed to comply) of any
governmental, inter-governmental or supranational body, agency, department or
regulatory, self-regulatory or other authority or organisation;
	 
	 	(ix)	 	shares includes equity or other forms of ownership interests and share capital
and shareholder shall be construed accordingly;
	 
	 	(x)	 	a currency is a reference to the lawful currency for the time being of the
relevant country;
	 
	 	(xi)	 	a Default being outstanding means that it has not been remedied or waived;
	 
	 	(xii)	 	a provision of law is a reference to that provision as extended, applied,
amended or re-enacted and includes any subordinate legislation;
	 
	 	(xiii)	 	a Clause, a Subclause or a Schedule is a reference to a clause or subclause of, or a
schedule to, this Agreement;
	 
	 	(xiv)	 	a Party or any other person includes its successors in title, permitted
assigns and permitted transferees;




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	 	(xv)	 	a Finance Document or other document or security includes (without prejudice to
any prohibition on amendments) any amendment to that Finance Document or other document
or security, including any change in the purpose of, any extension for or any increase
in the amount of a facility or any additional facility; and
	 
	 	(xvi)	 	a time of day is a reference to Hong Kong time.






	(b)	 	Unless the contrary intention appears, a reference to a month or months is a reference to a
period starting on one day in a calendar month and ending on the numerically corresponding day
in the next calendar month or the calendar month in which it is to end, except that:






	 	(i)	 	if the numerically corresponding day is not a Business Day, the period will end
on the next Business Day in that month (if there is one) or the preceding Business Day
(if there is not);
	 
	 	(ii)	 	if there is no numerically corresponding day in that month, that period will
end on the last Business Day in that month; and
	 
	 	(iii)	 	notwithstanding subparagraph (i) above, a period which commences on the last
Business Day of a month will end on the last Business Day in the next month or the
calendar month in which it is to end, as appropriate.






	(c)	 	Unless the contrary intention appears:






	 	(i)	 	a reference to a Party will not include that Party if it has ceased to be a
Party under this Agreement;
	 
	 	(ii)	 	a word or expression used in any other Finance Document or in any notice given
in connection with any Finance Document has the same meaning in that Finance Document
or notice as in this Agreement; and
	 
	 	(iii)	 	any obligation of any Obligor under the Finance Documents which is not a
payment obligation remains in force for so long as any payment obligation of any
Obligor is, may be or is capable of becoming outstanding under the Finance Documents.






	(d)	 	The headings in this Agreement do not affect its interpretation.
	 
	(e)	 	The Lender and the Guarantor have agreed for the Arranger to be a party to this Agreement,
however the Arranger shall have no rights, entitlements, duties or obligations whatsoever in
respect of this Agreement, other than as expressly provided in Clause 14.1 (Procedure).
	 
	2.	 	GUARANTEE AND INDEMNITY
	 
	2.1	 	Guarantee and indemnity






The Guarantor irrevocably and unconditionally:




	 	(a)	 	guarantees to each Finance Party punctual performance by each Obligor of all
its obligations under the Finance Documents;
	 
	 	(b)	 	undertakes with each Finance Party that, whenever any Obligor does not pay any
amount when due under or in connection with any Finance Document, it must immediately
on demand by any Finance Party pay that amount as if it were the principal obligor in
respect of that amount; and




12









 






	 	(c)	 	agrees with each Finance Party that if, for any reason, any amount claimed by a
Finance Party under this Clause is not recoverable from the Guarantor on the basis of a
guarantee then the Guarantor will be liable as a principal debtor and primary obligor
to indemnify that Finance Party in respect of any loss it incurs as a result of any
Obligor failing to pay any amount expressed to be payable by it under a Finance
Document on the date when it ought to have been paid. The amount payable by the
Guarantor under this indemnity will not exceed the amount it would have had to pay
under this Clause had the amount claimed been recoverable on the basis of a guarantee.






	2.2	 	Continuing guarantee
	 
	 	 	This guarantee is a continuing guarantee and will extend to the ultimate balance of all
sums payable by any Obligor under the Finance Documents, regardless of any intermediate
payment or discharge in whole or in part.






	2.3	 	Reinstatement
	 
	(a)	 	If any discharge (whether in respect of the obligations of any Obligor or any security for
those obligations or otherwise) or arrangement is made in whole or in part on the faith of any
payment, security or other disposition which is avoided or must be restored on insolvency,
liquidation, administration or otherwise without limitation, the liability of the Guarantor
under this Clause will continue or be reinstated as if the discharge or arrangement had not
occurred.
	 
	(b)	 	Each Finance Party may concede or compromise any claim that any payment, security or other
disposition is liable to avoidance or restoration.
	 
	2.4	 	Waiver of defences
	 
	 	 	The obligations of the Guarantor under this Clause will not be affected by any act,
omission or thing (whether or not known to it or any Finance Party) which, but for this
provision, would reduce, release or prejudice any of its obligations under this Clause.
This includes:






	 	(a)	 	any time or waiver granted to, or composition with, any person;
	 
	 	(b)	 	any release of any person under the terms of any composition or arrangement;
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, take up or enforce, any rights against, or security over assets
of, any person;
	 
	 	(d)	 	any non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any security;
	 
	 	(e)	 	any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of any person;
	 
	 	(f)	 	any amendment of a Finance Document or any other document or security;
	 
	 	(g)	 	any unenforceability, illegality, invalidity or non-provability of any
obligation of any person under any Finance Document or any other document or security;
or
	 
	 	(h)	 	any insolvency or similar proceedings.




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	2.5	 	Immediate recourse






	(a)	 	The Guarantor waives any right it may have of first requiring any Finance Party (or any
trustee or agent on its behalf) to proceed against or enforce any other right or security or
claim payment from any person before claiming from the Guarantor under this Clause.
	 
	(b)	 	This waiver applies irrespective of any law or any provision of a Finance Document to the
contrary.
	 
	2.6	 	Appropriations
	 
	 	 	Until all amounts which may be or become payable by any Obligor under the Finance
Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on
its behalf) may without affecting the liability of the Guarantor under this Clause:






	 	(a)	 	(i)   refrain from applying or enforcing any other moneys, security or rights
held or received by that Finance Party (or any trustee or agent on its behalf) against
those amounts; or







	 	(ii)	apply and enforce them in such manner and order as it sees fit
(whether against those amounts or otherwise); and






	 	(b)	 	hold in a suspense account any moneys received from the Guarantor or on account
of the Guarantor’s liability under this Clause.






	2.7	 	Non-competition
	 
	 	 	Unless:






	 	(a)	 	all amounts which may be or become payable by the Obligors under or in
connection with the Finance Documents have been irrevocably paid in full; or
	 
	 	(b)	 	GSD otherwise directs,






the Guarantor will not, after a claim has been made or by virtue of any payment or
performance by it under this Clause:




	 	(i)	 	be subrogated to any rights, security or moneys held, received or receivable by
any Finance Party (or any trustee or agent on its behalf);
	 
	 	(ii)	 	be entitled to any right of contribution or indemnity in respect of any payment
made or moneys received on account of the Guarantor’s liability under this Clause;
	 
	 	(iii)	 	claim, rank, prove or vote as a creditor of any Obligor or its estate in
competition with any Finance Party (or any trustee or agent on its behalf); or
	 
	 	(iv)	 	receive, claim or have the benefit of any payment, distribution or security
from or on account of any Obligor, or exercise any right of set-off as against any
Obligor.






The Guarantor must hold in trust for and immediately pay or transfer to GSD for the
Finance Parties any payment or distribution or benefit of security received by it contrary
to this Clause or in accordance with any directions given by GSD under this Clause.



14









 






	2.8	 	Additional security
	 
	 	 	This guarantee is in addition to and is not in any way prejudiced by any other
guarantee or security now or subsequently held by any Finance Party.
	 
	2.9	 	Commitment Fee
	 
	 	 	Without limiting the generality of Clause 2, the Guarantor agrees as an independent
obligation, in the event the Borrower fails to pay within 5 Business Days upon first demand
any amount of Commitment Fee under the Credit Agreement, it shall within 5 Business Days
upon demand by the Lender pay that amount as if it were the principal obligor in respect of
that amount and indemnify the Lender against any loss or liability which that Finance Party
incurs as a consequence of any such non-payment.
	 
	3.	 	NATURE OF A FINANCE PARTY’S OBLIGATIONS
	 
	 	 	Unless all the Finance Parties agree otherwise:






	 	(a)	 	the obligations of a Finance Party under the Finance Documents are several;
	 
	 	(b)	 	failure by a Finance Party to perform its obligations does not affect the
obligations of any other Party under the Finance Documents;
	 
	 	(c)	 	no Finance Party is responsible for the obligations of any other Finance Party
under the Finance Documents;
	 
	 	(d)	 	the rights of a Finance Party under the Finance Documents are separate and
independent rights;
	 
	 	(e)	 	a Finance Party may, except as otherwise stated in the Finance Documents,
separately enforce those rights; and
	 
	 	(f)	 	a debt arising under the Finance Documents to a Finance Party is a separate and
independent debt.






	4.	 	TAXES
	 
	4.1	 	General
	 
	 	 	In this Clause:
	 
	 	 	Tax Credit means a credit against any Tax or any relief or remission for Tax (or its
repayment).
	 
	 	 	VAT means value added tax or any other tax of a similar nature whether of Hong Kong or
elsewhere.






	4.2	 	Tax gross-up
	 
	(a)	 	The Guarantor shall, and the Guarantor shall procure that each Obligor will, make all
payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax
Deduction is required by law.




15









 












	(b)	 	If any Obligor or the Lender is aware that it must make a Tax Deduction (or that there is a
change in the rate or the basis of a Tax Deduction), the Guarantor shall, and the Guarantor
shall procure that the relevant Obligor will, promptly notify the affected Parties.
	 
	(c)	 	If a Tax Deduction is required by law to be made by any Obligor, the amount of the payment
due from any Obligor will be increased to an amount which (after making the Tax Deduction)
leaves an amount equal to the payment which would have been due if no Tax Deduction had been
required.
	 
	(d)	 	If any Obligor is required to make a Tax Deduction, the Guarantor shall, and the Guarantor
shall procure that the relevant Obligor will, make the minimum Tax Deduction and make any
payment required in connection with that Tax Deduction within the time allowed by law.
	 
	(e)	 	Within 30 days of making either a Tax Deduction or a payment required in connection with a
Tax Deduction, the Guarantor shall, and the Guarantor shall procure that the relevant Obligor
will, deliver to the relevant Finance Party evidence satisfactory to that Finance Party
(acting reasonably) that the Tax Deduction has been made or (as applicable) the appropriate
payment has been paid to the relevant taxing authority.
	 
	4.3	 	Tax Credit
	 
	 	 	If an Obligor makes a Tax Payment and the relevant Finance Party (in its absolute
discretion) determines that:






	 	(a)	 	a Tax Credit is attributable either to an increased payment of which that Tax
Payment forms part, or to that Tax Payment; and
	 
	 	(b)	 	it has used and retained that Tax Credit,






the Finance Party must pay an amount to the relevant Obligor which that Finance Party
determines (in its absolute discretion) will leave it (after that payment) in the same
after-Tax position as it would have been in if the Tax Payment had not been made by the
Guarantor.




	4.4	 	Value added taxes
	 
	(a)	 	All amounts set out, or expressed to be payable under a Finance Document by any Party to a
Finance Party which (in whole or in part) constitute the consideration for VAT purposes are
deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject
to paragraph (c) below, if VAT is chargeable on any supply made by any Finance Party to any
Party under a Finance Document, that Party must pay to the Finance Party (in addition to and
at the same time as paying the consideration) an amount equal to the amount of the VAT (and
such Finance Party must promptly provide an appropriate VAT invoice to that Party).
	 
	(b)	 	If VAT is chargeable by reference to any supply made by any Finance Party (the Supplier) to
any other Finance Party (the Recipient) under a Finance Document, and any Party (the Relevant
Party) is required by the terms of any Finance Document to pay an amount equal to the
consideration for that supply to the Supplier (rather than being required to reimburse the
Recipient in respect of that consideration), the relevant Party must also pay to the Supplier
(in addition to and at the same time
as paying that amount) an amount equal to the amount of VAT. The Recipient must promptly
pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax
authority which it reasonably determines relates to the VAT chargeable on that supply.
	 
	(c)	 	Where a Finance Document requires any Party to reimburse a Finance Party for any costs or
expenses, that Party must also at the same time pay and indemnify the Finance Party against
all VAT 




16









 






	 	 	incurred by the Finance Party in respect of those costs or expenses but only to the
extent that the Finance Party (reasonably) determines that neither it nor any other member of
any group of which it is a member for VAT purposes is entitled to credit or repayment from the
relevant tax authority in respect of the VAT.






	5.	 	PAYMENTS
	 
	5.1	 	Place
	 
	 	 	All payments by a Party under this Agreement must be made to GSD to its account, as it
may notify to that Party for this purpose by not less than five Business Days’ prior notice.






	5.2	 	Funds
	 
	 	 	Payments under this Agreement to GSD must be made for value on the due date at such
times and in such funds as GSD may specify to the Party concerned as being customary at the
time for the settlement of transactions in the relevant currency in the place for payment.
	 
	5.3	 	Distribution
	 
	(a)	 	Each payment received by GSD under this Agreement for another Party must, except as provided
below, be made available by GSD to that Party by payment (as soon as practicable after
receipt) to its account with such office or bank in the principal financial centre of the
country of the relevant currency, as it may notify to GSD for this purpose by not less than
five Business Days’ prior notice.
	 
	(b)	 	GSD may apply any amount received by it for the Guarantor in or towards payment (as soon as
practicable after receipt) of any amount due from the Guarantor under the Finance Documents or
in or towards the purchase of any amount of any currency to be so applied.
	 
	(c)	 	Where a sum is paid to GSD under this Agreement for another Party, GSD is not obliged to pay
that sum to that Party until it has established that it has actually received it. However,
GSD may assume that the sum has been paid to it, and, in reliance on that assumption, make
available to that Party a corresponding amount. If it transpires that the sum has not been
received by GSD, that Party must immediately on demand by GSD refund any corresponding amount
made available to it together with interest on that amount from the date of payment to the
date of receipt by GSD at a rate calculated by GSD to reflect its cost of funds.
	 
	5.4	 	Currency
	 
	(a)	 	Any amount under this Agreement payable in respect of any other amount payable under the
Finance Documents is payable under this Agreement in the same currency as that other amount.
	 
	(b)	 	Each other amount payable under this Agreement is payable in United States Dollars.






	5.5	 	No set-off or counterclaim
	 
	 	 	All payments made by the Guarantor under this Agreement must be calculated and made
without (and free and clear of any deduction for) set-off or counterclaim.




17









 












	5.6	 	Business Days
	 
	(a)	 	If a payment under this Agreement is due on a day which is not a Business Day, the due date
for that payment will instead be the next Business Day in the same calendar month (if there is
one) or the preceding Business Day (if there is not) or whatever day GSD determines is market
practice.
	 
	(b)	 	During any extension of the due date for payment of any principal under this Agreement
interest is payable on that principal at the rate payable on the original due date.
	 
	5.7	 	Partial payments
	 
	(a)	 	If GSD receives a payment insufficient to discharge all the amounts then due and payable by
the Obligors under the Finance Documents, GSD must apply that payment towards the obligations
of the relevant Obligor under the Finance Documents in the following order:






	 	(i)	 	first, in or towards payment of any unpaid fees, costs and expenses of the
Finance Parties under the Finance Documents in the order in which such fees, costs and
expenses have been incurred;
	 
	 	(ii)	 	secondly, in or towards payment of any accrued interest, default interest,
compounded interest or prepayment fees due but unpaid under the Credit Agreement in the
order in which such interest and fees have accrued or been incurred;
	 
	 	(iii)	 	thirdly, in or towards payment of any principal amount due but unpaid under
the Credit Agreement in the reverse order in which such principal amount became due and
unpaid; and
	 
	 	(iv)	 	fourthly, in or towards payment of any other sum due but unpaid under the
Finance Documents in the order in which such other sum became due and unpaid.






	(b)	 	This Subclause will override any appropriation made by an Obligor.
	 
	5.8	 	Timing of payments
	 
	 	 	If this Agreement does not provide for when a particular payment is due, that payment
will be due within three Business Days of demand by the relevant Finance Party.
	 
	6.	 	REPRESENTATIONS AND WARRANTIES
	 
	6.1	 	Representations and warranties
	 
	 	 	The representations and warranties set out in this Clause are made by the Guarantor in
respect of itself and in respect of each other member of the Group to each Finance Party.
	 
	6.2	 	Status
	 
	(a)	 	Each member of the Group (other than Opco and the Borrower) is a limited liability company,
duly incorporated and validly existing under the laws of its respective jurisdiction of
original incorporation.
	 
	(b)	 	Each of the Borrower and Opco is a wholly foreign owned enterprise, duly incorporated and
validly existing under the laws of the PRC.




18









 






	(c)	 	Each member of the Group and each of its Subsidiaries has the power to own its assets and
carry on its business as it is being conducted.






	6.3	 	Powers and authority
	 
	 	 	Each Obligor has the power to enter into and perform, and has taken all necessary
action to authorise the entry into and performance of, the Finance Documents to which it is
or will be a party and the transactions contemplated by those Finance Documents.
	 
	6.4	 	Legal validity
	 
	 	 	Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under this Agreement each Finance Document to which an Obligor is a
party is:






	 	(a)	 	its legally binding, valid and enforceable obligation.
	 
	 	(b)	 	in the proper form for its enforcement in the jurisdiction of its
incorporation.






	6.5	 	Non-conflict
	 
	 	 	The entry into and performance by each Obligor of, and the transactions contemplated
by, the Finance Documents to which it is a party do not conflict with:






	 	(a)	 	any law or regulation applicable to it;
	 
	 	(b)	 	its or (other than in the case of Tianli Power) any of its Subsidiaries’
constitutional documents;
	 
	 	(c)	 	in the case of Tianli Power, the constitutional documents of Yuansheng; or
	 
	 	(d)	 	any document which is binding upon it or any of its Subsidiaries or any of its
or its Subsidiaries’ assets.






	6.6	 	No default
	 
	(a)	 	No Event of Default is outstanding or will result from the entry into of, or the performance
of any transaction contemplated by, any Finance Document;
	 
	(b)	 	no other event or circumstance is outstanding which constitutes a default under any document
which is binding on any Obligor or (other than in the case of Tianli Power) any of its
Subsidiaries or any Obligor’s or (other than in the case of Tianli Power) its Subsidiaries’
assets to an extent or in a manner which has or is reasonably likely to have a Material
Adverse Effect; and
	 
	(c)	 	in the case of Tianli Power, no other event or circumstance is outstanding which constitutes
a default under any document which is binding on Yuansheng or its assets to an extent or in a
manner which has or is reasonably likely to have a Material Adverse Effect.
	 
	6.7	 	Authorisations
	 
	 	 	Except for:






	 	(a)	 	the registration of the Credit Agreement with SAFE, which registration will be
effected in accordance with the terms of the Credit Agreement and this Agreement;




19









 






	 	(b)	 	the approval and filing of the Opco Original Equity Pledge Agreement and the
Opco New Equity Pledge Agreement with any applicable PRC government authority and the
recording of the equity pledge under the Opco Original Equity Pledge Agreement and the
Opco New Equity Pledge Agreement in the shareholder register of Opco in accordance with
the terms of the Opco Original Equity Pledge Agreement or the Opco New Equity Pledge
Agreement (as the case may be) and this Agreement;
	 
	 	(c)	 	the approval and filing of the Tianli Power Share Pledge with any applicable
PRC government authority and the recording of the equity pledge under the Tianli Power
Share Pledge in the shareholder register of Yuansheng in accordance with the terms of
the Tianli Power Share Pledge and this Agreement;
	 
	 	(d)	 	the entering of particulars of the Security Interests created pursuant to the
Security Documents to which the Collateral Provider and the BVI Key Subsidiary are
respectively a party as required under section 162 and section 163 of the BVI Business
Companies Act, 2004; and
	 
	 	(e)	 	the approval and filing of the Tianwei Yingli Guarantee with any applicable PRC
governance authority in accordance with the terms of the Tianwei Yingli Guarantee and
this Agreement,






	 	 	all authorisations required by any Obligor in connection with the entry into,
performance, validity and enforceability of, and the transactions contemplated by, the
Finance Documents have been obtained or effected (as appropriate) and are in full force and
effect.
	 
	6.8	 	Financial statements
	 
	 	 	The audited consolidated financial statements of each of the Guarantor, the Borrower,
Tianwei Yingli, Opco and the BVI Key Subsidiary most recently delivered to the Lender:






	 	(a)	 	have been prepared in accordance with GAAP, consistently applied; and
	 
	 	(b)	 	give a true and fair view of its consolidated financial condition as at the
date to which they were drawn up,






	 	 	except, in each case, as disclosed to the contrary in those financial statements.
	 
	6.9	 	No material adverse change
	 
	 	 	There has been no material adverse change in the consolidated financial condition of
any Material Company or the Guarantor since the date to which the relevant Original
Financial Statements were drawn up.
	 
	6.10	 	Litigation
	 
	 	 	No litigation, arbitration or administrative proceedings against any member of the
Group has been started or, to its knowledge, threatened, which have or, if adversely
determined, are reasonably likely to have a Material Adverse Effect.




20









 












	6.11	 	Information
	 
	(a)	 	In this Subclause, Information means all information supplied by any member of the Group (or
on behalf of any member of the Group) to the Finance Parties in connection with the Finance
Documents prior to the date of this Agreement.
	 
	(b)	 	The factual information contained in the Information was true and accurate in all material
respects as at its date or (if appropriate) as at the date (if any) at which it is stated to
be given.
	 
	(c)	 	The financial projections contained in the Information have been prepared as at its date, on
the basis of recent historical information and assumptions believed by the relevant member of
the Group to be fair and reasonable.
	 
	(d)	 	Each expression of opinion, expectation, intention or policy contained in the Information was
made after careful consideration and enquiry and is believed by the relevant member of the
Group to be fair and reasonable as at the date at which it is stated to be given and can be
properly supported.
	 
	(e)	 	The Information did not omit as at its date any information which, if disclosed, would make
the Information untrue or misleading in any material respect.
	 
	(f)	 	Nothing has occurred since the date of the Information which, if disclosed, would make the
Information untrue or misleading in any material respect.
	 
	6.12	 	Taxes on payments
	 
	 	 	All amounts payable by any Obligor under the Finance Documents may be made without any
Tax Deduction.
	 
	6.13	 	Stamp duties
	 
	 	 	Except for:






	 	(a)	 	registration fees payable in connection with the registration and filings set
out in Clause 6.7 (Authorisations);
	 
	 	(b)	 	stamp duty payable in the PRC with respect to the execution of the Credit
Agreement at a rate of 0.005% on the amount of the Facility; and
	 
	 	(c)	 	any stamp duty payable in the Cayman Islands if any of the Finance Documents to
which the Guarantor is a party is brought to or executed in the Cayman Islands,






	 	 	no stamp or registration duty or similar Tax or charge is payable in its jurisdiction of
incorporation in respect of any Finance Document.
	 
	6.14	 	Immunity
	 
	(a)	 	The entry into by each Obligor of each Finance Document to which it is a party constitutes,
and the exercise by it of its rights and performance of its obligations under each Finance
Document to which it is a party will constitute, private and commercial acts performed for
private and commercial purposes; and
	 
	(b)	 	no Obligor will be entitled to claim immunity from suit, execution, attachment or other legal
process in any proceedings taken in its jurisdiction of incorporation in relation to any
Finance Document.




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	6.15	 	No adverse consequences
	 
	(a)	 	It is not necessary under the laws of its jurisdiction of incorporation:






	 	(i)	 	in order to enable any Finance Party to enforce its rights under any Finance
Document; or
	 
	 	(ii)	 	by reason of the entry into of any Finance Document or the performance by it of
its obligations under any Finance Document,






	 	 	that any Finance Party should be licensed, qualified or otherwise entitled to carry on
business in its jurisdiction of incorporation; and
	 
	(b)	 	no Finance Party is or will be deemed to be resident, domiciled or carrying on business in
its jurisdiction of incorporation by reason only of the entry into, performance and/or
enforcement of any Finance Document.
	 
	6.16	 	Jurisdiction/governing law
	 
	(a)	 	In this Subclause:
	 
	 	 	Relevant Jurisdiction means in relation to each Obligor:






	 	(i)	 	its jurisdiction of incorporation;
	 
	 	(ii)	 	any jurisdiction where any asset subject to or intended to be subject to a
Security Document is situated;
	 
	 	(iii)	 	any jurisdiction where it conducts its business; and
	 
	 	(iv)	 	the jurisdiction whose laws govern the perfection of any Security Document
entered into by it.






	(b)	 	Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under this Agreement, each Obligor’s:






	 	(i)	 	irrevocable submission under the Finance Documents to the jurisdiction of the
courts of Hong Kong;
	 
	 	(ii)	 	agreement that the Finance Documents are governed by Hong Kong law; and
	 
	 	(iii)	 	agreement not to claim any immunity to which it or its assets may be entitled,
are legal, valid and binding under the laws of the Relevant Jurisdictions of each Obligor.






	(c)	 	Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under this Agreement, the choice of governing law in each of the
Finance Documents to which an Obligor is a party will be recognised and enforced in the
Relevant Jurisdictions of such Obligor.
	 
	(d)	 	Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under this Agreement, any judgement obtained in relation to a Finance
Document to which an Obligor is a party in the jurisdiction of the governing law of that
Finance Document will be recognised and be enforced in the Relevant Jurisdictions of such
Obligor.




22









 












	6.17	 	Anti-money laundering
	 
	 	 	The operations of each member of the Group are and have been conducted at all times in
compliance with applicable financial record keeping and reporting requirements and money
laundering statutes in each of the jurisdictions in which it is incorporated and of all
jurisdictions in which it conducts business, the rules and regulations thereunder and any
related or similar rules, regulations or guidelines, issued, administered or enforced by any
governmental agency (collectively, Money Laundering Laws) and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving
it with respect to Money Laundering Laws is pending and, to the best of the Guarantor’s
knowledge, no such actions, suits or proceedings are threatened or contemplated where such
action, suit or proceeding has or is reasonably likely to have a Material Adverse Effect or,
in the opinion of the Lender acting reasonably, to result in material reputational damage to
the Borrower, the Group or the Lender.
	 
	6.18	 	ERISA
	 
	 	 	It and its ERISA Affiliates have operated and administered each Plan subject to Title
IV and currently maintained by it in compliance with all applicable laws except for such
instances of non-compliance as have not resulted in and would not reasonably be expected to
result in a Material Adverse Effect. Neither it nor any of its ERISA Affiliates has
incurred any liability pursuant to Title IV of ERISA that could reasonably be expected to
result in a Material Adverse Effect, and no event, transaction or condition has occurred or
exists that would reasonably be expected to result in the incurrence of any such liability
by it or any of its ERISA Affiliates that would reasonably be expected to result in a
Material Adverse Effect, or the imposition of any Security Interest on any of the
Collateral. No ERISA Event has occurred or is reasonably likely to occur with respect to it
or any of its ERISA Affiliates that would reasonably be expected to result in a Material
Adverse Effect.
	 
	6.19	 	OFAC
	 
	 	 	No member of the Group nor any director, officer, agent (as a result of its acting in
its capacity as agent of any member of the Group) or, employee, shareholder (which itself is
a member of the Group) of any member of the Group is currently subject to any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury.
	 
	6.20	 	FCPA
	 
	 	 	No member of the Group nor any director, officer, agent (acting in its capacity of as
agent of any member of the Group) or employee has used any corporate funds of any member of
the Group for any unlawful contribution, gift, entertainment or other unlawful expense
relating to political activity; made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 (the FCPA); or
made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment
prohibited under any applicable law or regulation equivalent to the FCPA.
	 
	6.21	 	Corporate structure chart
	 
	 	 	The corporate structure chart set out in Schedule 3 (Corporate Structure Chart)
represents accurately the shareholder structure of the Group as at the date of this
Agreement.




23









 












	6.22	 	No restrictions on payment of dividend
	 
	 	 	There are no restrictions on any member of the Group in relation to the payment of
dividends to its shareholders other than any restrictions imposed by law, or under the
Finance Documents or under the instruments constituting its Financial Indebtedness permitted
under this Agreement.
	 
	6.23	 	Compliance with PRC laws
	 
	(a)	 	All authorisations required under the applicable PRC laws and regulations (including without
limitation, M&A Regulations, Circular 75 and Implementation Rules 106) in connection with the
incorporation and existence of the HK Key Subsidiary and (as the case may be) each member of
the Group and any matters relating thereto have been duly obtained or effected, and are in
full force and effect where any such failure to obtain or effect has or is reasonably likely
to have a Material Adverse Effect.
	 
	(b)	 	As at and following the Utilisation Date, Opco has lawfully obtained, pursuant to proper
procedures and on the basis of true, accurate and complete representations made to SAFE, and
has maintained in full force and effect a foreign exchange registration certificate issued by
SAFE and the payment of dividends, repayment of any shareholder loan (if any) or other
payments to the offshore shareholders or other offshore lenders as set out in Circular 75 and
Implementation Rules 106 made by Opco will not be subject to any restrictions set out in
Circular 75 or Implementation Rule 106.
	 
	6.24	 	Environmental compliance and claims
	 
	(a)	 	Each member of the Group has performed and observed all Environmental Law, Environmental
Approval and all other material covenants, conditions, restrictions and/or agreements directly
or indirectly concerned with any contamination, pollution or waste or the release or discharge
of any toxic or hazardous substance in connection with (if applicable) the Polysilicon
Project, any real property which is or was at any time owned, leased or occupied by any member
of the Group or on which any member of the Group has conducted any activity, where failure to
do so would, or could reasonably be expected to, have a Material Adverse Effect.
	 
	(b)	 	No Environmental Claim has been commenced or is threatened or pending against any member of
the Group where that claim would or could reasonably be expected, if determined against that
member of the Group, to have a Material Adverse Effect.
	 
	6.25	 	Insolvency
	 
	(a)	 	In this Subclause:
	 
	 	 	Creditors’ Process means any attachment, sequestration, distress, execution or
analogous event affects any asset(s) of any member of the Group, having an aggregate value
of at least US$10,000,000, and is not discharged within 30 days.
	 
	 	 	Insolvency Circumstances means any of the following occurring in respect of a member of
the Group:






	 	(i)	 	it is, or is deemed for the purposes of any applicable law to be, unable to pay
its debts as they fall due or insolvent;
	 
	 	(ii)	 	it admits its inability to pay its debts as they fall due;




24









 






	 	(iii)	 	it suspends making payments on any of its Financial Indebtedness or announces
an intention to do so;
	 
	 	(iv)	 	by reason of actual or anticipated financial difficulties, it begins
negotiations with any creditor for the rescheduling or restructuring of any of its
indebtedness;
	 
	 	(v)	 	the value of its assets is less than its liabilities (taking into account
contingent and prospective liabilities); or
	 
	 	(vi)	 	any of its indebtedness is subject to a moratorium.
Insolvency Proceedings means:
	 
	 	(vii)	 	except as provided in (ii) below, any of the following occurring in respect of
any member of the Group:






	 	(A)	 	any step is taken with a view to the suspension of payments, a
moratorium or a composition, compromise, assignment or similar arrangement with
any of its creditors;
	 
	 	(B)	 	a meeting of its shareholders, directors or other officers is
convened for the purpose of considering any resolution for, to petition for or
to file documents with a court or any registrar for, its winding-up,
administration or dissolution or any such resolution is passed;
	 
	 	(C)	 	any person presents a petition, or files documents with a court
or any registrar, for its winding-up, administration, dissolution or
reorganisation (by way of voluntary arrangement, scheme of arrangement or
otherwise);
	 
	 	(D)	 	any Security Interest is enforced over any of its assets;
	 
	 	(E)	 	an order for its winding-up, administration or dissolution is
made;
	 
	 	(F)	 	any liquidator, trustee in bankruptcy, judicial custodian,
compulsory manager, receiver, administrative receiver, administrator or similar
officer is appointed in respect of it or any of its assets;
	 
	 	(G)	 	its shareholders, directors or other officers request the
appointment of, or give notice of their intention to appoint, a liquidator,
trustee in bankruptcy, judicial custodian, compulsory manager, receiver,
administrative receiver, administrator or similar officer; or
	 
	 	(H)	 	any other analogous step or procedure is taken in any
jurisdiction.






	 	(viii)	 	Paragraph (b) below does not apply to a petition for winding-up presented by a
creditor which is being contested in good faith and with due diligence and is
discharged or struck out within 30 days.






	(b)	 	No:






	 	(i)	 	Insolvency Proceedings; or
	 
	 	(ii)	 	Creditors’ Process,





25









 











	 	 	has been taken or, to the knowledge of any member of the Group, threatened in relation
to any member of the Group; and none of the Insolvency Circumstances applies to any member
of the Group.
	 
	6.26	 	Taxation
	 
	(a)	 	Except with respect to Taxes being contested in good faith and in respect to which the
relevant member of the Group has made provision in accordance with GAAP, the Guarantor is not,
and none of the other members of the Group is, materially overdue in the filing of any Tax
returns and it is not, and none of the other members of the Group is, materially overdue in
the payment of any amount in respect of Tax.
	 
	(b)	 	Except for routine claims or investigations not arising from a default or alleged default or
non-payment of Taxes by any member of the Group, no claims or investigations are being, or are
reasonably likely to be, made or conducted against the Guarantor (or any of the other members
of the Group) with respect to Taxes.
	 
	(c)	 	The Guarantor and each other member of the Group is resident for Tax purposes only in the
jurisdiction of its incorporation.
	 
	6.27	 	Times for making representations and warranties
	 
	(a)	 	The representations and warranties set out in this Clause are made by the Guarantor on the
date of this Agreement.
	 
	(b)	 	Unless a representation and warranty is expressed to be given at a specific date, each
representation and warranty (other than the representations and warranties in Clauses 6.12
(Taxes on payments), 6.13 (Stamp duties), 6.15 (No adverse consequences) and 6.25(b) (in
respect of any threatened Insolvency Proceedings or Creditors’ Process only)) is deemed to be
repeated by the Guarantor on the date of the Request and the first day of each Term.
	 
	(c)	 	When a representation and warranty is repeated, it is applied to the circumstances existing
at the time of repetition.
	 
	7.	 	INFORMATION COVENANTS
	 
	7.1	 	Financial statements
	 
	(a)	 	The Guarantor must supply to the Lender:






	 	(i)	 	the audited consolidated financial statements of the Guarantor for each of its
financial years;
	 
	 	(ii)	 	the audited consolidated financial statements of each of the Borrower, Tianwei
Yingli and Opco for each of its financial years;
	 
	 	(iii)	 	the unaudited consolidated financial statements of the Guarantor for each of
its financial quarters;
	 
	 	(iv)	 	the unaudited financial statements of each of the Borrower, Tianwei Yingli and
Opco for each of its financial quarters;
	 
	 	(v)	 	the unaudited consolidated financial statements of the Cyber Group for each of
its financial years; and




26









 






	 	(vi)	 	the unaudited consolidated financial statements of the Cyber Group for each of
its financial half years.






	(b)	 	All financial statements must be supplied as soon as they are available and:






	 	(i)	 	in the case of audited or unaudited annual consolidated financial statements,
within 120 days;
	 
	 	(ii)	 	in the case of unaudited consolidated semi-annual financial statements, within 60 days;
	 
	 	(iii)	 	in the case of unaudited quarterly financial statements, within 60 days,
of the end of the relevant financial period.






	7.2	 	Form of financial statements
	 
	(a)	 	The Guarantor must ensure that each set of financial statements supplied under this Agreement
gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial
condition (consolidated or otherwise) of the relevant person as at the date to which those
financial statements were drawn up.
	 
	(b)	 	The Guarantor must notify the Lender of any change to the basis on which any audited
consolidated financial statements are prepared.
	 
	(c)	 	If requested by the Lender, the Guarantor must supply to the Lender:






	 	(i)	 	a full description of any change notified under paragraph (b) above; and
	 
	 	(ii)	 	sufficient information to enable the Finance Parties to make a proper
comparison between the financial position shown by the set of financial statements
prepared on the changed basis and its most recent audited consolidated financial
statements delivered to the Lender under this Agreement.






	(d)	 	If requested by the Lender, the Guarantor must enter into discussions for a period of not
more than 30 days with a view to agreeing any amendments required to be made to the Finance
Documents to place the Guarantor and the Lender in the same position as they would have been
in if the change notified under paragraph (b) above had not happened. Any agreement between
the Guarantor and the Lender will be binding on all the Parties.
	 
	(e)	 	If no agreement is reached under paragraph (d) above on the required amendments to the
Finance Documents, the Guarantor must supply with each set of financial statements another set
of financial statements prepared on the same basis as the Original Financial Statements.
	 
	7.3	 	Compliance Certificate
	 
	(a)	 	The Guarantor must supply to the Lender a Compliance Certificate with each set of its
financial statements sent to the Lender under this Agreement.
	 
	(b)	 	A Compliance Certificate must be signed by two authorised signatories of the Guarantor.
	 
	(c)	 	The Lender shall have the right, upon consultation with the Guarantor, to engage a third
party to verify the compliance with any or all financial covenants set out in Clause 8.




27









 












	7.4	 	Information — miscellaneous
	 
	 	 	The Guarantor must supply to the Lender:






	 	(a)	 	copies of all documents dispatched by the Guarantor to its shareholders
generally (or any class of them) or to its creditors generally (or any class of them)
at the same time as they are dispatched;
	 
	 	(b)	 	promptly upon becoming aware of them, details of any litigation, arbitration or
administrative proceedings against any member of the Group which are current,
threatened or pending and which have or is reasonably likely to, if adversely
determined, have a Material Adverse Effect; and
	 
	 	(c)	 	promptly on request by the Lender where the Lender reasonably believes a
Default may be outstanding, such further information regarding the financial condition,
business and operations of any member of the Group as any Finance Party through the
Lender may reasonably request.






	7.5	 	Notification of Default or loss
	 
	(a)	 	The Guarantor must notify the Lender of:






	 	(i)	 	any Default (and the steps, if any, being taken to remedy it); or
	 
	 	(ii)	 	any loss or damage suffered by any member of the Group which has a material
adverse effect on the cashflow or operations of any member of the Group,






	 	 	in each case, immediately upon becoming aware of its occurrence.
	 
	(b)	 	Promptly on request by the Lender, the Guarantor must supply to the Lender a certificate,
signed by two of its authorised signatories on its behalf, certifying that no Default is
outstanding or, if a Default is outstanding, specifying the Default and the steps, if any,
being taken to remedy it.
	 
	7.6	 	ERISA
	 
	 	 	The Guarantor must, promptly upon becoming aware of it, notify the Lender of:






	 	(a)	 	any ERISA Event;
	 
	 	(b)	 	the termination of or withdrawal from, or any circumstances reasonably likely
to result in the termination of or withdrawal from, any Plan subject to Title IV of
ERISA; and
	 
	 	(c)	 	a claim or other communication alleging material non-compliance with any law or
regulation relating to any Plan subject to Title IV of ERISA,






	 	 	in the event that such ERISA Event, termination, withdrawal, circumstances, claim or
communication could reasonably be expected to result in a Material Adverse Effect.
	 
	7.7	 	Access
	 
	 	 	The Guarantor shall, and the Guarantor shall ensure that each member of the Group and
its Subsidiaries will, permit the Lender and/or any of its designated parties, including
without




28









 






	 	 	limitation, accountants or other professional advisers and contractors, free access at all
reasonable times and on reasonable notice at the risk and cost of the relevant member of the
Group to:






	 	(a)	 	the premises, assets, books, accounts and records of each member of the Group
or its Subsidiaries; and
	 
	 	(b)	 	meet and discuss matters with senior management of each member of the Group or
its Subsidiaries.






	7.8	 	Year end
	 
	 	 	No member of the Group may change its financial year end.
	 
	 	 	7.9 Customer due diligence requirements
	 
	 	 	The Guarantor must promptly on the request of any Finance Party supply to that Finance
Party any documentation or other evidence which is reasonably requested by that Finance
Party (whether for itself, on behalf of any Finance Party) to enable a Finance Party to
carry out and be satisfied with the results of all customer due diligence requirements.
	 
	8.	 	FINANCIAL COVENANTS
	 
	8.1	 	Definitions
	 
	 	 	In this Clause:
	 
	 	 	Attributable Debt in respect of a Sale and Leaseback Transaction means, at any date of
determination,






	 	(a)	 	if such Sale and Leaseback Transaction is a Capital Lease Obligation, the
amount of Debt represented thereby according to the definition of Capital Lease
Obligations, and
	 
	 	(b)	 	in all other instances, the greater of (i) the fair market value of the
Property subject to such Sale and Leaseback Transaction, and (ii) the present value
(discounted at the weighted average interest rate borne by the notes, compounded
annually in the most recently completed twelve months) of the total obligations of the
lessee for rental payments during the remaining term of the lease included in such Sale
and Leaseback Transaction (including any period for which such lease has been
extended).






BVI Key Subsidiary Debt to Equity Ratio means, as of any date of determination, the
ratio of (a) Consolidated Total Debt, to (b) Consolidated Net Worth, in each case of the BVI
Key Subsidiary and its Subsidiaries on a consolidated basis as of such date of
determination.




BVI Key Subsidiary Debt Service Coverage Ratio means, as of any date of determination,
the ratio of (a) Cash Flow, to (b) Debt Service, in each case of the BVI Key Subsidiary and
its Subsidiaries on a consolidated basis for the four-Fiscal Quarter period ending on such
date of determination, or if such date of determination is not the last day of a Fiscal
Quarter, the last day of the Fiscal Quarter immediately preceding such date of
determination.




Capital Expenditure means any expenditure or obligation in respect of expenditure which in
accordance with GAAP is treated as capital expenditure and including the capital element of
any expenditure or obligation incurred in connection with a finance or capital lease.



29









 






Capital Lease Obligations means any obligation under a lease that is required to be
capitalised for financial reporting purposes in accordance with GAAP; and the amount of Debt
represented by such obligation shall be the capitalised amount of such obligations
determined in accordance with GAAP.




Capital Stock means, with respect to any Person, any shares or other equivalents (however
designated) of any class of corporate stock or partnership interests or any other
participations, rights, warrants, options or other interests in the nature of an equity
interest in such Person, including Preferred Stock, and in the case of the Guarantor shall
include ADRs and ADSs.




Cash means, at any time, cash at bank and credited to an account in the name of any
member of the Relevant Company and its Subsidiaries with a reputable financial institution
and to which the relevant member of the Relevant Company and its Subsidiaries is alone
beneficially entitled and for so long as:




	 	(a)	 	that cash is repayable on demand;
	 
	 	(b)	 	repayment of that cash is not contingent on the prior discharge of any other
indebtedness of any Relevant Company and its Subsidiaries or of any other person
whatsoever or on the satisfaction of any other condition;
	 
	 	(c)	 	there is no security over that cash; and
	 
	 	(d)	 	such cash is freely and immediately available to be applied in repayment or
prepayment of the Facility.






Cash flow means, in respect of any relevant period, Consolidated EBITDA for that
relevant period after:




adding back




	 	(a)	 	the amount by which Working Capital as of the beginning of such period exceeds
Working Capital as of the end of such period;
	 
	 	(b)	 	any cash receipt during such period in respect of any exceptional or
extraordinary item;
	 
	 	(c)	 	any increase in provisions, non-cash debits and other non-cash charges (which
are not Current Assets or Current Liabilities) taken into account in establishing
Consolidated EBITDA;
	 
	 	 	 	and deducting
	 
	 	(a)	 	any amount of Capital Expenditure actually made during that period by the
Relevant Company and its Subsidiaries;
	 
	 	(b)	 	the amount by which Working Capital as of the end of such period is greater
than Working Capital as of the beginning of such period;
	 
	 	(c)	 	any cash payment during such period in respect of any exceptional or
extraordinary item;
	 
	 	(d)	 	any amount actually paid or due and payable during such period in respect of
taxes on the profits of the Relevant Company and its Subsidiaries; and




30









 






	 	(e)	 	any decrease in provisions and other non-cash credits which are not Current
Assets or Current Liabilities taken into account in establishing Consolidated EBITDA,






and so that no amount shall be included more than once.




Cash Equivalents means any of the following:




	 	(a)	 	Investments in U.S. Government Securities maturing within 365 days of the date
of acquisition thereof;
	 
	 	(b)	 	Investments in time deposit accounts, certificates of deposit and money market
deposits maturing within 90 days of the date of acquisition thereof issued by a bank or
trust company organized under the laws of the United States of America or any state
thereof having capital, surplus and undivided profits aggregating in excess of
$500,000,000 and whose long-term debt is rated “A-3” or “A-” or higher according to
Moody’s or S&P (or such similar equivalent rating by at least one “nationally
recognized statistical rating organization” (as defined in Rule 436 under the
Securities Act));
	 
	 	(c)	 	repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in clause (a) entered into with:
	 
	 	(d)	 	a bank meeting the qualifications described in clause (b) above, or
	 
	 	(e)	 	any primary government securities dealer reporting to the Market Reports
Division of the Federal Reserve Bank of New York;
	 
	 	(f)	 	Investments in commercial paper, maturing not more than 90 days after the date
of acquisition, issued by a corporation (other than an Affiliate of the Relevant
Company) organized and in existence under the laws of the United States of America with
a rating at the time as of which any investment therein is made of “P-1” (or higher)
according to Moody’s or “A-1” (or higher) according to S&P (or such similar equivalent
rating by at least one “nationally recognized statistical rating organization” (as
defined in Rule 436 under the Securities Act)); and
	 
	 	(g)	 	direct obligations (or certificates representing an ownership interest in such
obligations) of any state of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of such
state are pledged and which are not callable or redeemable at the issuer’s option,
provided that:






	 	(i)	 	the long-term debt of such state is rated “A-3” or “A-” or higher
according to Moody’s or S&P (or such similar equivalent rating by at least one
“nationally recognized statistical rating organization” (as defined in Rule 436
under the Securities Act)), and
	 
	 	(ii)	 	such obligations mature within 180 days of the date of
acquisition thereof.






Commodity Price Protection Agreement means, in respect of a Person, any forward
contract, commodity swap agreement, commodity option agreement or other similar agreement or
arrangement designed to protect such Person against fluctuations in commodity prices.




Consolidated EBITDA means in relation to each Measurement Period, Consolidated EBIT for
that Measurement Period after adding back any depreciation and amortisation and taking no
account of any charge for impairment or any reversal of any previous impairment charge made
in the period.



31









 






Consolidated EBIT means, in relation to each Measurement Period, the aggregate of:




	 	(a)	 	the consolidated operating profits of the Relevant Company and its Subsidiaries
(including the results from discontinued operations) before finance costs, tax and
minority interest for that Measurement Period;
	 
	 	(b)	 	plus or minus the Guarantor and its Subsidiaries’ share of the profits or
losses of associates for that period (after finance costs and tax) and the BVI Key
Subsidiary or its Subsidiaries’ share of the profits or losses of any joint ventures;






adjusted by taking no account of any material items which represent gains or losses arising
on:




	 	(i)	 	restructurings of the activities of an entity and reversals of
any provisions for the costs of restructuring;
	 
	 	(ii)	 	disposals of non-current assets;
	 
	 	(iii)	 	the disposal of assets associated with discontinued operations;
	 
	 	(iv)	 	other income/loss; trading income/loss;
	 
	 	(v)	 	intra-Group sales;
	 
	 	(vi)	 	any derivative instrument/financial instrument;
	 
	 	(vii)	 	any income or charge attributable to a post-employment benefit
scheme other than the current service costs and any past service costs and
curtailments and settlements attributable to the scheme;
	 
	 	(viii)	 	any expense referable to equity-settled share-based compensation of employees.






Consolidated Interest Expense means, for any period, the total interest expense of the
Relevant Company and its consolidated Subsidiaries, plus, to the extent not included in such
total interest expense, and to the extent Incurred by the Relevant Company or its
Subsidiaries, without duplication,




	 	(a)	 	interest expense attributable to leases constituting part of a Sale and
Leaseback Transaction and to Capital Lease Obligations;
	 
	 	(b)	 	amortization of debt discount and debt issuance cost, including commitment
fees;
	 
	 	(c)	 	capitalized interest;
	 
	 	(d)	 	non-cash interest expense;
	 
	 	(e)	 	commissions, discounts and other fees and charges owed with respect to letters
of credit and banker’s acceptance financing;
	 
	 	(f)	 	net costs associated with Hedging Obligations (including amortization of fees);
	 
	 	(g)	 	Disqualified Stock Dividends (other than dividends payable in Capital Stock
other than Disqualified Stock);




32









 






	 	(h)	 	Preferred Stock Dividends (other than dividends payable in Capital Stock other
than Disqualified Stock) of Subsidiaries;
	 
	 	(i)	 	interest accruing on any Debt of any other Person to the extent such Debt is
guaranteed by, or secured by a Lien on any of the assets of, the Relevant Company or
any of its Subsidiaries; and
	 
	 	(j)	 	the cash contributions to any employee stock ownership plan or similar trust,
if any and to the extent such contributions are used by such plan or trust to pay
interest or fees to any Person (other than the Relevant Company) in connection with
Debt Incurred by such plan or trust.






Consolidated Net Worth means, as of any date of determination, the total of the amounts
shown on the consolidated balance sheet of the Relevant Company and its Subsidiaries on a
consolidated basis in accordance with GAAP:




	 	(a)	 	the par or stated value of all outstanding Capital Stock of the Relevant
Company, plus
	 
	 	(b)	 	paid-in capital or capital surplus relating to such Capital Stock, plus
	 
	 	(c)	 	any retained earnings or earned surplus, less
	 
	 	(d)	 	any accumulated deficit, and
	 
	 	(e)	 	any amounts attributable to Disqualified Stock or any equity security
convertible into or exchangeable for Debt, the cost of treasury stock and the principal
amount of any promissory notes receivable from the sale of Capital Stock of the
Relevant Company or any of its Subsidiaries, each item to be determined in conformity
with GAAP.






Consolidated Total Debt means, at any date of determination, the aggregate stated
balance sheet amount of all Debt of the Relevant Company and its Subsidiaries on a
consolidated basis in accordance with GAAP.




Currency Exchange Protection Agreement means, in respect of a Person, any foreign
exchange contract, currency swap agreement, currency option or other similar agreement or
arrangement designed to protect such Person against fluctuations in currency exchange rates.




Current Assets means the aggregate of inventory, trade and other receivables of each
member of the Relevant Company and its consolidated Subsidiaries, including prepayments in
relation to operating items and sundry debtors (but excluding Cash and Cash Equivalent)
maturing within twelve months from the date of computation and excluding:




	 	(a)	 	receivables in relation to tax;
	 
	 	(b)	 	extraordinary items, exceptional items and other non-operating items; and
	 
	 	(c)	 	insurance claims.






Current Liabilities means the aggregate of all liabilities (including trade creditors,
accruals, Long-term Debt, provisions, prepayments) of each member of the Relevant Company
and its Subsidiaries, in each case falling due within twelve months from the date of
computation but excluding:




	 	(a)	 	liabilities for Debt;




33









 






	 	(b)	 	liabilities for tax;
	 
	 	(c)	 	extraordinary items, exceptional items and other non-operating items;
	 
	 	(d)	 	insurance claims; and
	 
	 	(e)	 	liabilities in relation to dividends declared but not paid by the Relevant
Company.






Debt means, with respect to any Person on any date of determination (without
duplication):




	 	(a)	 	the principal of and premium (if any) in respect of:






	 	(i)	 	debt of such Person for money borrowed, and
	 
	 	(ii)	 	debt evidenced by notes, debentures, bonds or other similar
instruments for the payment of which such Person is responsible or liable;






	 	(b)	 	all Capital Lease Obligations of such Person and all Attributable Debt in
respect of Sale and Leaseback Transactions entered into by such Person;
	 
	 	(c)	 	all obligations of such Person representing the deferred purchase price of
Property, all conditional sale obligations of such Person and all obligations of such
Person under any title retention agreement (but excluding trade accounts payable
arising in the ordinary course of business);
	 
	 	(d)	 	all obligations of such Person for the reimbursement of any obligor on any
letter of credit, banker’s acceptance or similar credit transaction;
	 
	 	(e)	 	the amount of all obligations of such Person with respect to the Repayment of
any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred
Stock;
	 
	 	(f)	 	any liability of such Person for the obligation of debt of another through any
agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire
such obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock purchases,
capital contributions or otherwise) or (ii) to maintain the solvency or any balance
sheet item, level of income or financial condition of another;
	 
	 	(g)	 	all obligations of the type referred to in clauses (a) through (f) above of
other Persons and all dividends of other Persons for the payment of which, in either
case, such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any guarantee;
	 
	 	(h)	 	all obligations of the type referred to in clauses (a) through (g) above above
of other Persons secured by any Lien on any Property of such Person (whether or not
such obligation is assumed by such Person); and
	 
	 	(i)	 	to the extent not otherwise included in this definition, Hedging Obligations of
such Person.






The amount of Debt of any Person at any date shall be the outstanding balance, or the
accreted value of such Debt in the case of Debt issued with original issue discount, at such
date of all unconditional obligations as described above and the maximum liability, upon the
occurrence of the contingency giving rise to the obligation, of any contingent obligations
at such date.



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Debt Service means, in respect of any relevant period, the aggregate of:




	 	(a)	 	Consolidated Interest Expense;
	 
	 	(b)	 	the aggregate of all scheduled and mandatory payments of any Debt falling due
but excluding:






	 	(i)	 	any amounts falling due under any overdraft or revolving facility
and which were available for simultaneous redrawing according to the terms of
such facility;
	 
	 	(ii)	 	any such obligations owed by the Relevant Company or any of its
Subsidiaries to the Relevant Company or any of its Subsidiaries; and
	 
	 	(iii)	 	the amount of the capital element of any payments in respect of
that relevant period payable under any finance lease or capital lease entered
into by any member of the Relevant Company and its subsidiaries,






and so that no amount shall be included more than once.




Disqualified Stock means any Capital Stock of the Relevant Company or any of its
Subsidiaries that by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable, in either case at the option of the holder thereof) or
otherwise (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise, (b) is or may become redeemable or repurchaseable at the option of the holder
thereof; (c) is convertible or exchangeable at the option of the holder thereof for Debt or
Disqualified Stock, in each case on or prior to, in the case of clause (a), (b) or (c), the
first anniversary of the Stated Maturity of the Notes.




Disqualified Stock Dividends means all dividends or other distributions with respect to
Disqualified Stock of the Relevant Company or any of its Subsidiaries held by Persons other
than a Wholly Owned Subsidiary. The amount of any such dividend shall be equal to the
quotient obtained by dividing such dividend by the difference between one and the maximum
statutory federal and/or other applicable income tax rate (expressed as a decimal number
between 1 and 0) then applicable to the Relevant Company.




Fiscal Quarter means each of the three month periods ending on March 31, June 30,
September 30 and December 31.




Guarantor Debt to Equity Ratio means, as of any date of determination, the ratio of (a)
Consolidated Total Debt, to (b) Consolidated Net Worth, in each case of the Guarantor and
its Subsidiaries on a consolidated basis as of such date of determination




Guarantor Debt Service Coverage Ratio means, as of any date of determination, the ratio
of (a) Cash Flow, to (b) Debt Service, in each case of the Guarantor and its Subsidiaries on
a consolidated basis for the four-Fiscal Quarter period ending on such date of
determination, or if such date of determination is not the last day of a Fiscal Quarter, the
last day of the Fiscal Quarter immediately preceding such date of determination.




Hedging Obligation of any Person means any obligation of such Person pursuant to any
Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Price Protection
Agreement or any other similar agreement or arrangement.




Incur means, with respect to any Debt or other obligation of any Person, to create,
issue, incur (by merger, conversion, exchange or otherwise), extend, assume, guarantee or
become liable in respect



35









 







of such Debt or other obligation or the recording, as required pursuant to GAAP or
otherwise, of any such Debt or obligation on the balance sheet of such Person (and
“Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided,
that any Debt or other obligations of a Person existing at the time such Person becomes a
Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to
be Incurred by such Subsidiary at the time it becomes a Subsidiary.




Interest Rate Agreement means, for any Person, any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar agreement
designed to protect against fluctuations in interest rates.




Lien means, with respect to any Property of any Person, any mortgage or deed of trust,
pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge,
easement, encumbrance, preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever on or with respect to such Property (including
any Capital Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any Sale and Leaseback
Transaction).




Long-term Debt means the aggregate of all Debt with a maturity of more than one year.




Measurement Period means each period of twelve months ending on each of 30 June and 31
December of each Financial Year.




Moody’s means Moody’s Investors Service, Inc. or any successor to the rating agency
business thereof. 




Person means a corporation, an association, a partnership, a limited liability company,
an individual, a joint venture, a joint stock company, a trust, an unincorporated
organization or a government or an agency or a political subdivision thereof.




Preferred Stock means any Capital Stock of a Person, however designated, which entitles
the holder thereof to a preference with respect to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of any other class of Capital Stock issued by such Person.




Preferred Stock Dividends means all dividends with respect to Preferred Stock of the
Relevant Company’s Subsidiaries held by Persons other than the Relevant Company or any of
its Wholly Owned Subsidiaries. The amount of any such dividend shall be equal to the
quotient obtained by dividing such dividend by the difference between one and the maximum
statutory federal and/or other applicable income tax rate (expressed as a decimal number
between 1 and 0) then applicable to the issuer of such Preferred Stock.




Property means, with respect to any Person, any interest of such Person in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible, including
intellectual property rights and Capital Stock in, and other securities of, any other
Person. For purposes of any calculation required pursuant to this Indenture, the value of
any Property shall be its fair market value.




Relevant Company means:




	 	(a)	 	in respect of the calculation of the financial covenants set out in Clauses 8.3
and 8.4, the Guarantor; and




36









 






	 	(b)	 	in respect of the calculation of the financial covenants set out in Clauses 8.5
and 8.6, the BVI Key Subsidiary.






Repay means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally
defease or otherwise retire such Debt. “Repayment” and “Repaid” shall have correlative
meanings.




S&P means Standard & Poor’s Ratings Services, a division of McGraw Hill, Inc., or any
successor to the rating agency business thereof.




Sale and Leaseback Transaction means any direct or indirect arrangement relating to
Property now owned or hereafter acquired whereby the Relevant Company or any of its
Subsidiaries transfers such Property to another Person and the Relevant Company or any of
its Subsidiaries leases it from such Person.




Securities Act means the U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, as in effect from time to time.




Stated Maturity means, with respect to any installment of interest or principal on any
series of Debt (including, without limitation, a scheduled repayment or a scheduled sinking
fund payment), the date on which the payment of interest or principal was scheduled to be
paid in the original documentation governing such Debt, and will not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment hereof.




U.S. Government Securities means direct obligations (or certificates representing an
ownership interest in such obligations) of the United States of America (including any
agency or instrumentality thereof) for the payment of which the full faith and credit of the
United States of America are pledged and which are not callable or redeemable at the
issuer’s option.




Voting Stock of any Person means all classes of Capital Stock or other interests
(including partnership interests) of such Person then outstanding and normally entitled
(without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof.




Wholly Owned Subsidiary means, at any time, a Subsidiary all the Voting Stock of which
(except directors’ qualifying shares) is at such time owned, directly or indirectly, by the
Guarantor or the BVI Key Subsidiary, as applicable, and each of their other Wholly Owned
Subsidiaries, as applicable.




	 	 	Working Capital means on any date Current Assets less Current Liabilities.

	 
	8.2 	 	Interpretation
	 
	(a)	 	Except as provided to the contrary in this Agreement, an accounting term used in this Clause
is to be construed in accordance with the principles applied in connection with the Original
Financial Statements of the relevant company.
	 
	(b)	 	Any amount in a currency other than United States Dollars is to be taken into account at its
United States Dollars equivalent calculated on the basis of:






	 	(i)	 	the Lender’s spot rate of exchange for the purchase of the relevant currency in
the London foreign exchange market with United States Dollars at or about 11.00 a.m. on
the day the relevant amount falls to be calculated; or




37









 






	 	(ii)	 	if the amount is to be calculated on the last day of a financial period, the
relevant rates of exchange used by the relevant company or its subsidiaries in, or in
connection with, its financial statements for that period.






	(c)	 	No item must be credited or deducted more than once in any calculation under this Clause.
	 
	8.3	 	Guarantor Debt to Equity Ratio
	 
	 	 	The Guarantor must ensure that the Guarantor Debt to Equity Ratio is not, at the end of
each Measurement Period, more than 1.25:1 for that Measurement Period.
	 
	8.4	 	Guarantor Debt Service Coverage Ratio
	 
	 	 	The Guarantor must ensure that the Guarantor Debt Service Coverage Ratio is not, at the
end of each Measurement Period, less than 1:1 for that Measurement Period.
	 
	8.5	 	BVI Key Subsidiary Debt to Equity Ratio
	 
	 	 	The Guarantor must ensure that the BVI Key Subsidiary Debt to Equity Ratio is not, at
the end of each Measurement Period, more than 1.25:1 for that Measurement Period.
	 
	8.6	 	BVI Key Subsidiary Debt Service Coverage Ratio
	 
	 	 	The Guarantor must ensure that the BVI Key Subsidiary Debt Service Coverage Ratio is
not, at the end of each Measurement Period, less than 1:1 for that Measurement Period.
	 
	9.	 	GENERAL COVENANTS
	 
	9.1	 	General
	 
	 	 	The Guarantor agrees to be bound by the covenants set out in this Clause relating to it
and, where the covenant is expressed to apply to any other member of the Group, the
Guarantor must ensure that the other Obligors and other relevant members of the Group
perform that covenant.
	 
	9.2	 	Authorisations
	 
	 	 	Each Obligor must, and the Guarantor shall procure that each Obligor will, promptly:






	 	(a)	 	obtain, maintain and comply with the terms; and
	 
	 	(b)	 	supply certified copies to the Lender,






	 	 	of any authorisation required under any law or regulation to enable it to perform its
obligations under, or for the validity or enforceability of, any Finance Document to which
it is a party.
	 
	9.3	 	Compliance with laws
	 
	 	 	Each member of the Group must, and the Guarantor shall procure that each member of the
Group will, comply in all respects with all applicable laws and regulations (including
without limitation, Circular 75, Implementation Rules 106, any amendments or supplements to
the preceding regulations to the extent applicable and all further or supplemental laws or
regulations to the extent applicable) to which it is subject where failure to do so has or
is reasonably likely to have a Material Adverse Effect.




38









 












	9.4	 	Pari passu ranking
	 
	 	 	Each Obligor must, and the Guarantor shall procure that each Obligor will, ensure that
its payment obligations under the Finance Documents at all times rank at least pari passu
with all its other present and future unsecured payment obligations, except for obligations
mandatorily preferred by law applying to companies generally.
	 
	9.5	 	Cyber Group negative pledge
	 
	(a)	 	Except as provided below, no member of the Cyber Group may, and the Guarantor shall procure
that no member of the Cyber Group will, create or allow to exist any Security Interest on any
of its assets.
	 
	(b)	 	No member of the Cyber Group may:






	 	(i)	 	sell, transfer or otherwise dispose of any of its assets on terms where it is
or may be leased to or re-acquired or acquired by a member of the Cyber Group or any of
its related entities;
	 
	 	(ii)	 	sell, transfer or otherwise dispose of any of its receivables on recourse
terms;
	 
	 	(iii)	 	enter into any arrangement under which money or the benefit of a bank or other
account may be applied, set-off or made subject to a combination of accounts; or
	 
	 	(iv)	 	enter into any other preferential arrangement having a similar effect,






in circumstances where the transaction is entered into primarily as a method of raising
Financial Indebtedness or of financing the acquisition of an asset.




	(c)	 	Paragraphs (a) and (b) do not apply to:






	 	(i)	 	any Security Interest constituted by the Security Documents;
	 
	 	(ii)	 	easements, rights of way, restrictive covenants and similar encumbrances
affecting real property located in the PRC and arising by operation of law or in the
ordinary course of business that do not secure any monetary obligations and that do
not, and cannot reasonably be expected to, have a Material Adverse Effect;
	 
	 	(iii)	 	any Security Interest in favour of governmental agencies arising by operation
of law in respect of Taxes or other levies, charges or assessments incurred in the
ordinary course of business which are being contested in good faith and in respect of
which adequate accounting provision has been made in accordance with GAAP;
	 
	 	(iv)	 	any Security Interest arising under retention of title provisions in respect of
goods or materials supplied in the ordinary course of business and on the supplier’s
standard terms of business and securing obligations that are not overdue by more than
30 Business Days;
	 
	 	(v)	 	pledges or deposits made in the ordinary course of business in compliance with
workers’ compensation, unemployment insurance other social security legislation;
	 
	 	(vi)	 	any Security Interest to secure the performance of bids, trade contracts,
governmental contracts and leases, statutory obligations, surety, stay, performance
bonds and other obligations of similar nature in each case incurred in the ordinary
course of business;




39









 






	 	(vii)	 	any netting or set-off arrangement, arising by operation of law or contained
in a bank’s standard account opening documentation used in ordinary day-to-day banking
arrangements, for the purpose of netting debit and credit balances; and
	 
	 	(viii)	 	any other Security Interest arising by operation of law and in the ordinary course of
business and not in connection with the borrowing of money or raising of credit and not
for overdue sums or otherwise contested in good faith and in respect of which adequate
accounting provision has been made in accordance with GAAP,






provided that the Guarantor shall provide to the Lender within such period as shall be
reasonably agreed by the Guarantor and the Lender after the end of each financial quarter a
report in form and substance to be agreed by the Guarantor and the Lender with respect to
the amount of liabilities secured by any Security Interest created by the members of the
Cyber Group under paragraphs (iv), (vi) and (viii) during such financial quarter.




	9.6	 	Collateral Provider negative pledge
	 
	 	 	The Collateral Provider may not create or allow to exist any Security Interest on the
Guarantor Restricted Shares, except for the Security Interest constituted by the Charge over
YGE Shares.
	 
	9.7	 	Borrower negative pledge
	 
	(a)	 	Except as provided below, the Borrower may not, and the Guarantor shall procure that the
Borrower will not, create or allow to exist any Security Interest on any of the plants or
equipment of the Borrower used in or for the 100MW Project.
	 
	(b)	 	The Borrower may not and the Guarantor shall procure that the Borrower will not, in relation
to the plant and equipment used for the 100MW Project:






	 	(i)	 	sell, transfer or otherwise dispose of any of such assets on terms where they
may be leased to or re-acquired or acquired by the Borrower or any of its related
entities;
	 
	 	(ii)	 	enter into any other preferential arrangement having a similar effect,






in circumstances where the transaction is entered into primarily as a method of raising
Financial Indebtedness or of financing the acquisition of such assets.




	(c)	 	Paragraphs (a) and (b) do not apply to:






	 	(i)	 	any Security Interest granted by the Borrower in respect of the RMB100,000,000
loan to Opco from China Energy Conservation Investment Corporation

	 
	 	(ii)	 	easements, rights of way, restrictive covenants and similar encumbrances
affecting real property located in the PRC and arising by operation of law or in the
ordinary course of business that do not secure any monetary obligations and that do
not, and cannot reasonably be expected to, have a Material Adverse Effect;
	 
	 	(iii)	 	any Security Interest arising under retention of title provisions in respect
of goods or materials supplied in the ordinary course of business and on the supplier’s
standard terms of business and securing obligations that are not overdue by more than
30 Business Days; and
	 
	 	(iv)	 	any other Security Interest arising by operation of law and in the ordinary
course of business and not in connection with the borrowing of money or raising of
credit and not for overdue




40









 






	 	 	 	sums or otherwise contested in good faith and in respect of which adequate accounting
provision has been made in accordance with GAAP,






provided that the Guarantor shall procure that the Borrower provide to the Lender
within such period as shall be reasonably agreed by the Guarantor and the Lender after the
end of each financial quarter a report in form and substance to be agreed by the Guarantor
and the Lender with respect to the amount of liabilities secured by any Security Interest
created by the Borrower under paragraphs (iii) and (iv) during such financial quarter.




	9.8	 	Disposals
	 
	(a)	 	Except as provided below, no member of the Group may, and the Guarantor shall procure that no
member of the Group will, either in a single transaction or in a series of transactions and
whether related or not, dispose of all or any part of its assets.
	 
	(b)	 	Paragraph (a) does not apply to any disposal:






	 	(i)	 	made in the ordinary course of trading of the disposing entity;
	 
	 	(ii)	 	of assets in exchange for other assets comparable or superior as to type, value
and quality;
	 
	 	(iii)	 	made with the prior written consent of the Lender; or
	 
	 	(iv)	 	where the higher of the market value or consideration receivable (when
aggregated with the higher of the market value or consideration receivable for any
other disposal by any member of the Group making the disposal, other than permitted
under paragraphs (i) to (iii) above does not exceed an amount equal to 5 per cent. of
the net asset value of the member of the Group making that disposal in any financial
year.






	9.9	 	Financial Indebtedness
	 
	(a)	 	Except as provided below, no member of the Group may, and the Guarantor shall procure that no
member of the Group will, incur or permit to be outstanding or be a creditor in respect of,
any Financial Indebtedness unless:






	 	(i)	 	the Guarantor notifies the Lender in writing of the proposed incurrence or
granting of a Financial Indebtedness by a member of the Group by no later than seven
Business Days prior to the incurrence or granting of such Financial Indebtedness; and
	 
	 	(ii)	 	no less than seven Business Days prior to the incurrence or granting of the
proposed Financial Indebtedness, the Guarantor provides a Compliance Certificate in
form and substance satisfactory to the Lender confirming that the incurrence or
granting of the proposed Financial Indebtedness will not give rise to any breach or
potential breach of the financial covenants set out in Clause 8 (Financial Covenants).






	(b)	 	Paragraph (a) does not apply to:






	 	(i)	 	any Financial Indebtedness incurred under the Finance Documents;
	 
	 	(ii)	 	any Shareholder Loans, provided that such Shareholder Loans are subject to an
Assignment of Shareholder Loans.




41









 












	9.10	 	Change of business
	 
	(a)	 	None of the Guarantor, the BVI Key Subsidiary or the HK Key Subsidiary may, and the Guarantor
shall procure that neither the BVI Key Subsidiary or the HK Key Subsidiary will, trade, carry
on any business, own any assets or incur any liabilities except:






	 	(i)	 	pursuant to or expressly permitted under the Finance Documents;
	 
	 	(ii)	 	the provision of administrative services (excluding treasury services) to other
members of the Group of a type customarily provided by a holding company to its
Subsidiaries; or
	 
	 	(iii)	 	ownership of shares in its Subsidiaries, intra-Group debit balances,
intra-Group credit balances and other credit balances in bank accounts, cash and cash
equivalents but only if those shares, credit balances and cash and cash equivalents are
subject to the Security Interest under the Security Documents.






	(b)	 	Opco may not, and the Guarantor shall procure that Opco will not, have any business other
than the manufacture and sales of mono-crystalline, poly-crystalline, wafer and related
products.
	 
	(c)	 	The Borrower may not, and the Guarantor shall procure that the Borrower will not, have any
business other than the research and development, manufacture, sales of silicon base cells and
related products, thermal solar products, controlling system, inverter, mega-watt-grade
tracking system, and provision of consulting and service relating to the aforementioned
products sales, and the design, installation and construction of solar power station.
	 
	(d)	 	The Guarantor must ensure that no substantial change is made to the general nature of the
business of any member of the Group or the Group taken as a whole from that carried on at the
date of this Agreement, without the prior written consent of the Lender.
	 
	9.11	 	Mergers
	 
	 	 	No member of the Group may, and the Guarantor shall procure that no member of the Group
will, enter into any amalgamation, demerger, merger or reconstruction other than with the
prior written consent of the Lender.
	 
	9.12	 	Acquisitions
	 
	(a)	 	No member of the Group (other than the Borrower, the Guarantor, Tianwei Yingli, YGEI and
Yingli Capital) may, and the Guarantor shall procure that no member of the Group (other than
the Borrower, the Guarantor, Tianwei Yingli, YGEI and Yingli Capital) will, acquire any
business, shares or other ownership interests in any other person other than with the prior
written consent of the Lender.
	 
	(b)	 	None of the Borrower, Guarantor, Tianwei Yingli,YGEI and Yingli Capital may, and the
Guarantor shall procure that none of the Borrower, Tianwei Yingli,YGEI and Yingli Capital
will, acquire any business, shares or other ownership interests in any other person other
than:






	 	(i)	 	with the prior written consent of the Lender, or
	 
	 	(ii)	 	any acquisition where:




42









 












	 	(A)	 	the amount of the acquisition cost, when aggregated with the
acquisition cost of any other acquisition by members of the Group in the same
calendar year, does not exceed RMB150,000,000 (or its equivalent in another
currency or currencies); and
	 
	 	(B)	 	prior to the proposed acquisition being implemented, the Lender
has confirmed to the Guarantor in writing that, in the opinion of the Lender
(acting reasonably) the proposed acquisition will not have a Material Adverse
Effect.






	9.13	 	Environmental matters
	 
	(a)	 	Each member of the Group must, and the Guarantor shall procure that each member of the Group
will:






	 	(i)	 	comply with all Environmental Law;
	 
	 	(ii)	 	obtain, maintain and ensure compliance with all requisite Environmental
Approvals; and
	 
	 	(iii)	 	implement procedures to monitor compliance with and to prevent liability under
any Environmental Law,






where failure to do so has or is reasonably likely to have a Material Adverse Effect or
result in any liability for a Finance Party.




	(b)	 	The Guarantor must, and the Guarantor shall procure that each member of the Group will,
promptly upon becoming aware, notify the Lender of:






	 	(i)	 	any Environmental Claim started, or to its knowledge, threatened; or
	 
	 	(ii)	 	any circumstances reasonably likely to result in an Environmental Claim,






which has or, if substantiated, is reasonably likely to either have a Material Adverse
Effect or result in any liability for a Finance Party.




	9.14	 	Insurance
	 
	 	 	Each member of the Group must, and the Guarantor shall procure that each member of the
Group will:






	 	(a)	 	insure its business and assets with insurance companies to such an extent and
against such risks as companies engaged in a similar business normally insure or as
required by law or other industry standards or requirements; and
	 
	 	(b)	 	if requested by the Lender, provide the Lender a copy of its insurance
policies.






	9.15	 	Share Capital
	 
	(a)	 	No member of the Group (other than the Guarantor, Tianwei Yingli, the Borrower, YGEI and
Yingli Capital) shall, and the Guarantor shall procure that no member of the Group (other than
the Guarantor, Tianwei Yingli, the Borrower, YGEI and Yingli Capital) will:






	 	(i)	 	redeem or repurchase, purchase or retire any of its issued share capital or
alter any rights attaching to any of its issued share capital; or




43









 






	 	(ii)	 	issue any share capital to any person.






other than with the prior written consent of the Lender or in the case of any issue of
share capital, issued shares which are secured under the relevant Security Documents.




	(b)	 	The Guarantor shall not, and shall procure that none of the Borrower, the Guarantor, Tianwei
Yingli, YGEI and Yingli Capital will:






	 	(i)	 	redeem or repurchase, purchase or retire any of its issued share capital or
alter any rights attaching to any of its issued share capital; or
	 
	 	(ii)	 	issue any share capital to any person.
	 
	 	 	 	other than:






	 	(A)	 	with the prior written consent of the Lender or in the case of
any issue of share capital, issued shares which are secured under the relevant
Security Documents; or
	 
	 	(B)	 	where:






	 	I.	 	no less than 10 Business Days prior to the
proposed transaction, the Guarantor has given the Lender notice in
writing of the proposed transaction, together with a certified copy of a
resolution of the audit committee of the board of directors of the
company that is the subject of the transaction approving the
transaction; and
	 
	 	II.	 	prior to the proposed transaction being
implemented, the Lender has confirmed to the Guarantor in writing that,
in the opinion of the Lender (acting reasonably) the proposed
transaction will not have a Material Adverse Effect.






	9.16	 	Shareholder Loans
	 
	(a)	 	No member of the Group may, and the Guarantor shall procure that no member of the Group will:






	 	(i)	 	repay or prepay any principal amount (or capitalised interest) outstanding
under any Shareholder Loan;
	 
	 	(ii)	 	pay any interest or any other amounts payable in connection with any
Shareholder Loan; or
	 
	 	(iii)	 	purchase, redeem, defease or discharge any amount outstanding with respect to
any Shareholder Loan.






	(b)	 	Paragraph (a) above does not apply to any payment or repayment made under or in connection
with any Shareholder Loan provided that all amounts so paid or repaid are deposited into the
Collateral Account.
	 
	9.17	 	Ownership
	 
	 	 	The Guarantor shall procure that:






	 	(a)	 	the BVI Key Subsidiary will not cease to be a wholly owned subsidiary of the
Guarantor;




44









 












	 	(b)	 	the HK Key Subsidiary will not cease to be a wholly owned subsidiary of the BVI
Key Subsidiary;
	 
	 	(c)	 	Opco will not cease to be a wholly owned subsidiary of the BVI Key Subsidiary,
except as part of the Group Restructuring;
	 
	 	(d)	 	after the Group Restructuring, Opco will not cease to be a wholly owned
subsidiary of the HK Key Subsidiary;
	 
	 	(e)	 	the Borrower will not cease to be a wholly owned subsidiary of the Guarantor;
and
	 
	 	(f)	 	Mr. Miao Liansheng will not cease to own directly or indirectly at least 25 per
cent. of shares in the Guarantor and will not cease to be Chairman of the Guarantor.






	9.18	 	Amendments
	 
	 	 	No Material Company may, and the Guarantor shall procure that no Material Company will,






	 	(a)	 	without the prior written consent of the Lender:






	 	(i)	 	amend its memorandum or articles of association or other
constitutional documents;
	 
	 	(ii)	 	enter into any agreement with any shareholders or investors,






in a manner or to an extent which is reasonably likely in any way to have a Material
Adverse Effect.




	 	(b)	 	No member of the Group (other than a Material Company) may, and the Guarantor
shall procure that no member of the Group (other than a Material Company) will:






	 	(i)	 	amend its memorandum or articles of association or other
constitutional documents;
	 
	 	(ii)	 	enter into any agreement with any shareholders or investors,
	 
	 		 	other than:
	 
	 	(A)	 	with the prior written consent of the Lender; or
	 
	 	(B)	 	where:






	 	I.	 	no less than 10 Business Days prior to the
proposed transaction, the Guarantor has given the Lender notice in
writing of the proposed amendment or agreement with shareholders or
investors, together with a certified copy of a resolution of the audit
committee (if any) or the board of directors of the relevant company
that is the subject of the amendment or agreement approving the
amendment or agreement; and
	 
	 	II.	 	prior to the proposed amendment or agreement with
shareholders or investors being implemented, the Lender has confirmed to
the Guarantor in writing that, in the opinion of the Lender (acting
reasonably) the proposed amendment or agreement will not have a Material
Adverse Effect.




45









 












	9.19	 	Intellectual Property
	 
	 	 	Each member of the Group shall, and the Guarantor shall procure that each member of the
Group will:






	 	(a)	 	preserve and maintain the subsistence and validity of the Intellectual Property
necessary for the business of the relevant member of the Group;
	 
	 	(b)	 	use reasonable endeavours to prevent any infringement in any material respect
of the Intellectual Property necessary for the business of the relevant member of the
Group;
	 
	 	(c)	 	make registrations and pay all registration fees and taxes necessary to
maintain the Intellectual Property necessary for the business of the relevant member of
the Group in full force and effect and record its interest in that Intellectual
Property;
	 
	 	(d)	 	not use or permit the Intellectual Property necessary for the business of the
relevant member of the Group to be used in a way or take any step or omit to take any
step in respect of that Intellectual Property which may materially and adversely affect
the existence or value of the Intellectual Property or imperil the right of any member
of the Group to use such Intellectual Property; and
	 
	 	(e)	 	not discontinue the use of the Intellectual Property necessary for the business
of the relevant member of the Group.






	9.20	 	Opco New Equity Pledge Agreement
	 
	 	 	The Guarantor shall procure that the HK Key Subsidiary and Opco must by no later than
30 April 2009:






	 	(a)	 	deliver to the Lender evidence, in form and substance satisfactory, that the
Group Restructuring has been completed and the HK Key Subsidiary is holding all the
equity interest in Opco;
	 
	 	(b)	 	duly execute and deliver the Opco New Equity Pledge Agreement with GSD;
	 
	 	(c)	 	deliver each of the following documents in form and substance satisfactory to
the Lender:






	 	(i)	 	a certified copy of the approval of the equity pledge under the
Opco New Equity Pledge Agreement issued by Hebei Provincial Department of
Commerce;
	 
	 	(ii)	 	a certified copy of the registration certificate evidencing that
the Opco New Equity Pledge Agreement has been duly registered with Baoding
Municipal Administration of Industry and Commerce;
	 
	 	(iii)	 	a certified copy of the resolutions of the board of directors of
each of the HK Key Subsidiary and any other corporate authorisation documents
approving the terms of, and the transactions contemplated by, the Opco New
Equity Pledge Agreement;
	 
	 	(iv)	 	an original copy of the shareholders’ register of Opco, which has
recorded the equity pledge under the Opco New Equity Pledge Agreement; and
	 
	 	(v)	 	the specified particulars of the Opco New Equity Pledge Agreement
for filing with the Hong Kong Companies Register.




46









 












	9.21	 	SAFE registration and verification of payments
	 
	(a)	 	The Borrower shall, and the Guarantor shall procure that the Borrower will, as soon as
practicable but in any case within 15 days from the date of any amendment, assignment or
transfer is made, effect foreign debt amendment registration of the Credit Agreement with SAFE
in accordance with all relevant laws and regulations applicable in the PRC and promptly
thereafter deliver to the Lender a certified copy of the updated foreign debt registration
certificate issued by SAFE.
	 
	(b)	 	Other than as expressly provided in paragraph (a) above, the Borrower shall, and the
Guarantor will procure that the Borrower will, do all things take all measures necessary to
effect and maintain the foreign debt registration of the Facility with SAFE in accordance with
all relevant laws or regulations applicable in the PRC and ensure that such registration
remains in full force and effect.
	 
	(c)	 	The Borrower shall, and the Guarantor shall procure that the Borrower will carry out all
procedures required in relation to any repayment, prepayment or payment under the Credit
Agreement in accordance with all relevant laws and regulations applicable in the PRC,
including without limitation, open a foreign debt account with a bank which has a license to
conduct foreign exchange business in the PRC and submit details of any repayments, prepayments
or payments under the Credit Agreement to SAFE for verification before making any such
repayments, prepayments or payments.
	 
	9.22	 	Use of proceeds
	 
	 	 	The Borrower shall, and the Guarantor shall procure that the Borrower will, use the
proceeds of the Loan under the Facility only for the purposes specified in the Credit
Agreement.
	 
	9.23	 	ERISA
	 
	 	 	The Guarantor shall (and shall ensure that its ERISA Affiliates will) use reasonable
efforts to comply in all respects with all laws and regulations relating to each of its
Title IV Plans which the Guarantor (or its ERISA Affiliate) maintains, except where failure
to do so is not reasonably likely to have a Material Adverse Effect.
	 
	9.24	 	Polysilicon Project
	 
	 	 	The Guarantor shall ensure that each of the milestones set out in Column 1 in relation
to the construction and operation of the Polysilicon Project will be achieved by no later
than the target date specified opposite it in Column 2 and that a technical consultant be
appointed on behalf of, and approved by the Lender, who will report to the Lender of the
milestone having been achieved:





	 	 	 	 
	 	Column 1	 	Column 2
	 
	 	Milestones	 	Target Date
	 	Completion of
design and
selection of
equipment

	 	1 month after the Utilisation Date
	 	 
	 	 
	 	Completion of
installation
and fine
tuning of
silane
purification

	 	9 months after the Utilisation Date
	 	 
	 	 
	 	Completion of
installation
and fine
tuning of
reactor
system

	 	9 months after the Utilisation Date
	 	 
	 	 
	 	Completion of
installation
and
commissioning
of 5 Siemens
reactors

	 	10 months after the Utilisation Date






47









 






	 	 	 
	Column 1	 	Column 2
	 
	Milestones	 	Target Date
	Demonstration
by plant of
operation
capacity at
half rate

	 	13 months after the Utilisation Date
	 
	 	 
	Demonstration
by plant of
operation
capacity at
full rate

	 	16 months after the Utilisation Date







	9.25	 	Operational restrictions
	 
	 	 	The Guarantor shall procure that:






	 	(a)	 	the Group as a whole will not expand its operation capacity beyond 600MW;
	 
	 	(b)	 	Opco will not expand its operation capacity beyond 3,000 tons of polysilicon;
and
	 
	 	(c)	 	the Borrower will not expand its operation capacity beyond 200MW,






	 	 	in each case without the prior written consent of the Lender.
	 
	9.26	 	Appointment of accountant and/or technical adviser
	 
	(a)	 	The Lender may appoint:






	 	(i)	 	an accountant to monitor and review the financial position of the Group and
provide regular reports to the Lender
	 
	 	(ii)	 	a technical adviser to monitor and review the progress of and carry out any
inspection on the Polysilicon Project and the polysilicon solar cell project of the
Borrower on behalf of the Lender.






	(b)	 	The Guarantor shall and shall procure that each other member of the Group will fully
cooperate with any accountant or technical adviser appointed pursuant to paragraph (a) above
and any of its officers, employees and agents (the “advisers”) and ensure that each adviser
has free access to the books, records, other data, assets, accounts and premises of any member
of the Group at all reasonable times and on reasonable notice, in each case as may be
necessary or desirable to perform its role and responsibilities to the satisfaction of the
Lender.
	 
	(c)	 	Without prejudice to the foregoing, after the polysilicon solar cell project of the Borrower
has commenced operation, the technical adviser appointed pursuant to paragraph (a) above shall
have the right to review any raw material purchase agreement and product sales agreement
entered into by the Borrower. The Borrower shall, and the Guarantor shall procure that the
Borrower will, give five days’ prior notice to the Lender of the Borrower entering into any
material raw material purchase agreement or material product sales agreement. For the purpose
of this paragraph, material raw material purchase agreement means any purchase agreement
involving over 100 tons of silicon and material product sales agreement means any sales
agreement involving over 10 MW.
	 
	9.27	 	Shelf registration and ADSs
	 
	(a)	 	Prior to the execution of the Warrant Agreement, the Guarantor shall provide the Lender a
certified copy of the minutes of the Guarantor’s Board of Directors meeting thereby
authorising (i) the issuance of the Warrants pursuant to the Warrant Agreement, (ii) to the
extent necessary, an increase in the Guarantor’s authorised share capital to allow for the
full exercise of the Warrants for Warrant




48









 












	 	 	Shares, and (iii) if the Guarantor’s existing shelf registration statement cannot be
utilised to allow for the resale of Warrant Shares (in the form of ADSs) upon exercise of
the outstanding Warrants, the filing of a shelf registration statement with respect to the
Warrant Shares under the Securities Act. The Guarantor shall maintain an authorised share
capital sufficient to issue the number of Warrant Shares issuable upon exercise of the
Warrants for the time periods described in paragraphs (b) and (c) below.
	 
	(b)	 	The Guarantor agrees that for a period (the Registration Period) commencing on the date which
is 120 days following the date of issuance of the Warrants and continuing until all Warrant
Shares issued pursuant to the Warrant Agreement (i) have been sold pursuant to an effective
registration statement filed with the Commission pursuant to the provisions of the Securities
Act or (ii) may be sold without volume limitations pursuant to Rule 144(e) under the
Securities Act in accordance with the Warrant Agreement, the Guarantor will have registered
with the Commission or otherwise qualified all Warrant Shares issued under the Warrant
Agreement pursuant to the provisions of the Securities Act, and the Guarantor will file such
amendments and/or supplements to any registration statement under the Securities Act covering
the resale of such Warrant Shares (in the form of ADSs), and supplement and keep current any
prospectus forming a part of such registration statement, as may be necessary to permit the
Guarantor to comply with the Securities Act and the rules and regulations thereunder, and to
permit the Guarantor to deliver to each holder of Warrants exercising a Warrant a prospectus
meeting the requirements of Section 10(a)(3) of the Securities Act and otherwise comply
therewith; and the Guarantor will deliver such prospectus to each such holder of Warrants.
During the Registration Period, the Guarantor shall, upon the request of any holder of
Warrants that may be required pursuant to the Securities Act to deliver a prospectus in
connection with any sale or other disposition of Warrant Shares issued pursuant to the Warrant
Agreement, include within the plan of distribution section of the prospectus and in such other
places in the prospectus as may be necessary, all information necessary under the Securities
Act to enable such holder of Warrants to deliver such prospectus in connection with sales or
other dispositions of such Warrant Shares (in the form of ADSs), and the Guarantor shall also
take such action as may be necessary under the Securities Act with respect to the related
registration statement to enable such holder of Warrants to effect such delivery in connection
with such sale or other disposition. The Guarantor further agrees to provide any holder of
Warrants who during such period may be required to deliver a prospectus upon the sale or other
disposition of such Warrant Shares (in the form of ADSs), such number of copies of the
prospectus as such holder of Warrants reasonably requests.
	 
	(c)	 	Following the delivery of Warrant Shares in accordance with the Warrant Agreement, the
Guarantor shall, upon the written request of the holder of such Warrant Shares, use its best
endeavours to deliver or caused to be delivered within ten (10) Business Days in the name and
to the account designated by such holder of Warrant Shares the corresponding number of Warrant
ADSs based on the Share to ADSs ratio set out in the Deposit Agreement. The holders of
Warrant Shares shall provide the Guarantor with any such information as is reasonably required
to effect delivery of the Warrant ADSs subject to the provisions of this Clause 9.27(c).
	 
	(d)	 	The Guarantor represents and warrants that it has registered on Form F-6 a number of ADSs
sufficient to be delivered upon the deposit of any Warrant Shares into the Guarantor’s ADR
facility. If at any time while any Warrants remain outstanding, the outstanding number of ADSs
registered on Form F-6 are not sufficient to cover such delivery of ADSs, the Guarantor will
register, or cause the relevant depositary of its ADR facility to register, on Form F-6 such
additional ADSs as is necessary to cover the delivery of such ADSs.




49









 












	9.28	 	ADSs security conversion
	 
	(a)	 	The Guarantor shall, and the Guarantor shall procure that the Collateral Provider will,
promptly provide any and all cooperation and assistance, as GSD may in its absolute sole
discretion deem necessary or desirable in connection with the issuance of ADSs, to deliver
delegended common share certificates of the Guarantor in the name of the Collateral Provider.
	 
	(b)	 	The Guarantor shall, and the Guarantor shall procure that the Collateral Provider will,
promptly provide any and all cooperation and assistance as GSD may in its absolute sole
discretion deem necessary or desirable to ensure Codan Trust Company (Cayman) Limited’s (and
its successors’) compliance with instructions received from GSD in respect of the ordinary
shares of the Guarantor pledged by the Collateral Provider.
	 
	(c)	 	The Guarantor shall promptly provide any and all cooperation and assistance as GSD may in its
absolute sole discretion deem necessary or desirable to convert the ordinary shares of the
Guarantor pledged by the Collateral Provider into ADSs.
	 
	9.29	 	Documents to be delivered
	 
	(a)	 	The Guarantor shall deliver to the Lender all the documents and evidence set out in Schedule
1 (Documents to Be Delivered) (or such documents and evidence shall have been waived by the
Lender), in form and substance satisfactory to the Lender prior to the delivery of any Request
under the Credit Agreement.
	 
	(b)	 	The Borrower shall not deliver any Request under the Credit Agreement until the Lender has
notified the Borrower that it has received all of the documents and evidence set out in
Schedule 1 (Documents to Be Delivered) (or such documents and evidence shall have been waived
by the Lender) in form and satisfaction satisfactory to the Lender.
	 
	9.30	 	Additional obligations
	 
	 	 	The Guarantor shall procure that, as evidenced to the satisfaction of the Lender:






	 	(a)	 	in connection with the Polysilicon Project:






	 	(i)	 	Opco obtains a land use right certificate in respect of the land
use right of the 800-mu land acquired for Phase I by no later than 28 February
2009;
	 
	 	(ii)	 	Opco obtains a construction planning permit, a construction
permit, the approval for fire control and the approval for environment
assessment of the third phase by no later than 31 March 2009;
	 
	 	(iii)	 	Opco provides evidence that the environment inspection, the fire
control inspection, the production equipment safety inspection and the
construction completion inspection in respect of Phase I have all been completed
and the relevant building title certificate has been obtained by no later than
20 months from the Utilisation Date; and
	 
	 	(iv)	 	Opco obtains a pollutant discharge permit and completes the
safety inspection by no later than 22 months from the Utilisation Date.






	 	(b)	 	in connection with the 500MW project in relation to which the Borrower and
Tianwei Yingli cooperate:




50









 












	 	(i)	 	each of Tianwei Yingli and the Borrower obtains environmental
approval and completes fire safety inspection and acceptance with respect to:
	 
	 	     	 	(A) the 200MW project by no later than 31 March 2009;
and
	 
	 	     	 	(B) the remaining 300MW project (including the 100MW
Project) by no later than 31 July 2009;
	 
	 	(ii)	 	Each of Tianwei Yingli and the Borrower obtains a pollutant
discharge permit in respect of the 500MW project by no later than 31 July 2009;
	 
	 	(iii)	 	Tianwei Yingli obtains a construction planning permit and
construction permit in respect of buildings No. 5 and No. 7 of Phase III (500MW
project) by no later than 31 March 2009;
	 
	 	(iv)	 	Tianwei Yingli obtains construction completion inspection and
acceptance in respect of Phase III (500MW project) by no later than 31 August
2009;
	 
	 	(v)	 	Tianwei Yingli obtains a property ownership certificate in
respect of all completed properties for 500MW project by no later than 30
September 2009; and
	 
	 	(vi)	 	Each of Tianwei Yingli and the Borrower, completes all required
corporate actions (including resolutions of the relevant board of directors),
enters into a lease contract for the lease of the land use rights concerning the
land with an area of approximately 200 mu for the Borrower’s 200MW project, and
the relevant properties and equipment, and completes all lease registration and
filing procedures in respect of such lease contract by no later than 30
September 2009.






	 	(c)	 	Mr. Miao Liansheng completes the necessary filing as required under Circular 75
and Implementation Rules 106 (i) in respect of its indirect ownership in Yuansheng and
(ii) following the acquisition by the Guarantor of all the shares in BVI Key Subsidiary
held by Grand Avenue Group Limited, in each case by no later than 30 April 2009.






	9.31	 	Additional share charge
	 
	(a)	 	In this Clause:
	 
	 	 	Promissory Note means the promissory note dated 8 January 2009 in an amount not
exceeding US$29,448,265 (as determined in accordance with the terms therein), issued by
Grand Avenue Group Limited in favour of Gold Sight International Limited.
	 
	 	 	Remaining Shares means 10,000,000 unencumbered ordinary shares in the Guarantor held by
the Collateral Provider (and which are in addition to the Guarantor Restricted Shares that
are subject to the negative pledge under Clause 9.6 (Collateral Provider negative pledge)).
	 
	 	 	Unsold Remaining Shares means the amount of Remaining Shares which have not been sold
by the Collateral Provider to repay the Promissory Note pursuant to paragraph (b) below.
	 
	(b)	 	The Guarantor shall procure that the Collateral Provider will:






	 	(i)	 	sell any or all of the Remaining Shares and apply all the proceeds of such sale
to repay the Promissory Note by no later than 180 days from 7 January 2009 (such date
of repayment, the Note Repayment Date);




51









 






	 	(ii)	 	provide GSD with evidence in form satisfactory to GSD of the repayment of the
Promissory Notes and the sources of funds used for such repayment; and
	 
	 	(iii)	 	charge an amount equal to 50 per cent. of any Unsold Remaining Shares to GSD
pursuant to and in accordance with the Charge Over YGE Shares and do all such acts or
execute such other documents specified in the Charge Over YGE Shares in relation to
“Additional Shares” (as defined in the Charge Over YGE Shares), by no later than 15
days from the Note Repayment Date.






	10.	 	RELEASE OF SECURITY
	 
	(a)	 	In this Clause:
	 
	 	 	Adjusted Share Amount means the amount of ordinary shares in the Guarantor equal to
(rounded up to the nearest whole number):





	 	 	 	 	 	 	 
	 

	 	A X 
	  B  

	 	 
	 

	 	  C 	 	 	 







where A = the Committed Amount;




B = 11,000,000 (in the case of Guarantor Restricted Shares) or 23,000,000 (in
the case of the shares in the Guarantor charged under the Charge Over YGE Shares);




C = 80,000,000.




Committed Amount means the amount of funding which the Lender notifies the Borrower in
accordance with Clause 2.2 of the Credit Agreement as having been raised by the Lender.




Commitment means the amount which the Lender has committed to lend to the Borrower
under the Credit Agreement to the extent not cancelled, transferred or reduced under and in
accordance with the Credit Agreement.




	(b)	 	Each of the Lender and GSD agree that if the Committed Amount of the Lender under the Credit
Agreement is less than US$80,000,000:






	 	(i)	 	such number of Guarantor Restricted Shares; and
	 
	 	(ii)	 	such number of shares charged under the Charge Over YGE Shares,






so long as no Event of Default has occurred, shall be released from the negative pledge
under Clause 9.6 (Collateral Provider negative pledge) (in the case of (i) above) or the
charge created under the Charge Over YGE Shares (in the case of (ii) above) as is necessary
so that immediately following such release the Guarantor Restricted Shares which are subject
to such negative pledge and the number of shares charged under the Charge Over YGE Shares
are in each case equal to the relevant Adjusted Share Amount. Each of the Lender and GSD
agrees to execute such other documents and take such other action, in each case as soon as
reasonably practicable and at the cost of the Guarantor, as the Guarantor may reasonably
request so as to effect such release.




	(c)	 	If the Loan is not drawn by the Borrower in accordance with the Credit Agreement for any
reason and the Commitment of the Lender is cancelled in full under the Credit Agreement,
following the Lender’s satisfaction of the full and final payment of any and all Liabilities
payable or owing by any Obligor to a Finance Party (including without limitation, any
Commitment Fee (as defined in Clause




52









 






		 	14.4 of the Credit Agreement) each of the Lender and GSD agrees that it will as soon as
reasonably practicable following the date of such cancellation and at the cost of the
Guarantor:






	 	(i)	 	release all Security Interests created under the Security Documents and return
any share certificates or other documents delivered to it under Security Documents; and
	 
	 	(ii)	 	execute such other documents and take such other action as the Guarantor may
reasonably request so as to effect the release of the Security Interests as described
in paragraph (i) above.






	11.	 	COLLATERAL ACCOUNT
	 
	11.1	 	Maintenance of Collateral Account
	 
	(a)	 	The Guarantor shall procure that the BVI Key Subsidiary establishes prior to the Utilisation
Date and maintain at all times thereafter the Collateral Account with the Account Bank.
	 
	(b)	 	The Guarantor shall procure that:






	 	(i)	 	the BVI Key Subsidiary will deposit into the Collateral Account all dividends
and other distributions received in respect of its shares in the HK Key Subsidiary and
prior to the Group Restructuring, in Opco;
	 
	 	(ii)	 	the HK Key Subsidiary will deposit into the Collateral Account all dividends
and other distributions received in respect of its shares in Opco; and
	 
	 	(iii)	 	all consideration received for any sale, transfer or other disposal of any or
all of the Collateral.






	11.2	 	Withdrawal from the Collateral Account
	 
	 	 	The Guarantor must ensure that no withdrawal from the Collateral Account may be made
without the prior written consent of the Lender.
	 
	12.	 	EVIDENCE AND CALCULATIONS
	 
	12.1	 	Accounts
	 
	 	 	Accounts maintained by a Finance Party in connection with this Agreement are prima
facie evidence of the matters to which they relate for the purpose of any litigation or
arbitration proceedings.
	 
	12.2	 	Certificates and determinations
	 
	 	 	Any certification or determination by a Finance Party of a rate or amount under the
Finance Documents will be, in the absence of manifest error, conclusive evidence of the
matters to which it relates.
	 
	12.3	 	Calculations
	 
	 	 	Any interest or fee accruing under this Agreement accrues from day to day and is
calculated on the basis of the actual number of days elapsed and a year of 360 or 365 days
or otherwise, depending on what the Lender determines is market practice.




53









 












	13.	 	INDEMNITIES
	 
	13.1	 	Currency indemnity
	 
	(a)	 	The Guarantor must, and the Guarantor shall procure that each other Obligor will, as an
independent obligation, indemnify each Finance Party against any loss or liability which that
Finance Party incurs as a consequence of:






	 	(i)	 	that Finance Party receiving an amount in respect of an Obligor’s liability
under the Finance Documents; or
	 
	 	(ii)	 	that liability being converted into a claim, proof, judgment or order,






	 	 	in a currency other than the currency in which the amount is expressed to be payable
under the relevant Finance Document.
	 
	(b)	 	Unless otherwise required by law, the Guarantor (and the Guarantor shall procure that each
other Obligor) waives any right it may have in any jurisdiction to pay any amount under the
Finance Documents in a currency other than that in which it is expressed to be payable.
	 
	14.	 	AMENDMENTS AND WAIVERS
	 
	14.1	 	Procedure
	 
	 	 	Any term of this Agreement may be amended or waived with the agreement of the Guarantor and
the Lender. The consent of the Arranger shall not be required, except with respect to any
amendment or waiver of Clause 1.2(e) (Construction).
	 
	14.2	 	Waivers and remedies cumulative
	 
	 	 	The rights of each Finance Party under the Finance Documents:






	 	(a)	 	may be exercised as often as necessary;
	 
	 	(b)	 	are cumulative and not exclusive of its rights under the general law; and
	 
	 	(c)	 	may be waived only in writing and specifically.






	 	 	Delay in exercising or non-exercise of any right is not a waiver of that right.
	 
	15.	 	CHANGES TO THE PARTIES
	 
	15.1	 	Assignments and transfers by the Guarantor
	 
	 	 	The Guarantor may not assign or transfer any of its rights and obligations under this
Agreement without the prior consent of the Lender.
	 
	15.2	 	Assignments and transfers by a Finance Party
	 
	(a)	 	The Guarantor consents to any assignment, transfer, novation or sub-participation of a
Finance Party under a Finance Document.




54









 












	(b)	 	Any reference in this Agreement to a Finance Party includes a new Finance Party under any
Finance Documents.
	 
	(c)	 	Any new Finance Party under any Finance Document shall enter into and deliver an Accession
Deed acceding to this Agreement in the capacity stated in the Accession Deed.
	 
	16.	 	DISCLOSURE OF INFORMATION
	 
	(a)	 	Each Party must keep confidential any information supplied to it by or on behalf of the other
Parties in connection with this Agreement. However, a Party is entitled to disclose
information:






	 	(i)	 	which is publicly available, other than as a result of a breach by that Party
of this Clause:
	 
	 	(ii)	 	in connection with any legal or arbitration proceedings:
	 
	 	(iii)	 	if required to do so under any law or regulation;
	 
	 	(iv)	 	to a governmental, banking, taxation or other regulatory authority;
	 
	 	(v)	 	to its professional advisers;
	 
	 	(vi)	 	to any rating agency;
	 
	 	(vii)	 	to the extent allowed under paragraph (b) below:
	 
	 	(viii)	 	another member of its group; or
	 
	 	(ix)	 	with the agreement of the relevant Party.






	(b)	 	A Finance Party may disclose to an Affiliate or any person (a third party) with (or through)
whom that Finance Party enters into (or may enter into) any kind of transfer, participation or
hedge agreement in relation to this Agreement or any other transaction under which payments
are to be made by reference to this Agreement or the Guarantor:






	 	(i)	 	a copy of this Agreement; and
	 
	 	(ii)	 	any information which that Finance Party has acquired under or in connection
with this Agreement.






However, before a third party may receive any confidential information, it must agree
with the relevant Finance Party to keep that information confidential on the terms of
paragraph (a) above, as if it were a Finance Party.




	(c)	 	This Clause supersedes any previous confidentiality undertaking given by a Party in
connection with this Agreement prior to it becoming a Party.
	 
	17.	 	SET-OFF
	 
	 	 	A Finance Party may set off any matured obligation owed to it by any Obligor under this
Agreement (to the extent beneficially owned by that Finance Party) against any obligation
(whether or not matured) owed by that Finance Party to that Obligor, regardless of the place
of payment, booking branch or currency of either obligation. If the obligations are in
different currencies, the Finance




55









 






	 	 	Party may convert either obligation at a market rate of exchange in its usual course of
business for the purpose of the set-off.






	18.	 	PRO RATA SHARING
	 
	18.1	 	Redistribution
	 
	 	 	If a Finance Party (the recovering Finance Party) receives or recovers any amount from
any Obligor other than in accordance with this Agreement (a recovery) and applies that
amount to a payment due under a Finance Document, then:






	 	(a)	 	the recovering Finance Party must, within three Business Days, supply details
of the recovery to the Lender;
	 
	 	(b)	 	the Lender must calculate whether the recovery is in excess of the amount which
the recovering Finance Party would have received if the recovery had been received and
distributed by the Lender in accordance with the Finance Documents without taking
account of any Tax which would be imposed on the Lender in relation to the recovery or
distribution; and
	 
	 	(c)	 	the recovering Finance Party must pay to the Lender an amount equal to the
excess (the redistribution).






	18.2	 	Effect of redistribution
	 
	(a)	 	The Lender must treat a redistribution as if it were a payment by the relevant Obligor under
this Agreement and distribute it among the Finance Parties, other than the recovering Finance
Party, accordingly.
	 
	(b)	 	When the Lender makes a distribution under paragraph (a) above, the recovering Finance Party
will be subrogated to the rights of the Finance Parties which have shared in that
redistribution.
	 
	(c)	 	If and to the extent that the recovering Finance Party is not able to rely on any rights of
subrogation under paragraph (b) above, the relevant Obligor will owe the recovering Finance
Party a debt which is equal to the redistribution, immediately payable and of the type
originally discharged.
	 
	(d)	 	If:






	 	(i)	 	a recovering Finance Party must subsequently return a recovery, or an amount
measured by reference to a recovery, to the relevant Obligor; and
	 
	 	(ii)	 	the recovering Finance Party has paid a redistribution in relation to that
recovery,






	 	 	each Finance Party, on the request of the Lender must reimburse the recovering Finance
Party all or the appropriate portion of the redistribution paid to that Finance Party,
together with interest for the period while it held the redistribution. In this event, the
subrogation in paragraph (b) above will operate in reverse to the extent of the
reimbursement.
	 
	18.3	 	Exceptions
	 
	 	 	Notwithstanding any other term of this Clause, a recovering Finance Party need not pay
a redistribution to the extent that:




56









 












	 	(a)	 	it would not, after the payment, have a valid claim against the relevant
Obligor in the amount of the redistribution; or
	 
	 	(b)	 	it would be sharing with another Finance Party any amount which the recovering
Finance Party has received or recovered as a result of legal or arbitration
proceedings, where:






	 	(i)	 	the recovering Finance Party notified the Lender of those
proceedings; and
	 
	 	(ii)	 	the other Finance Party had an opportunity to participate in
those proceedings but did not do so or did not take separate legal or
arbitration proceedings as soon as reasonably practicable after receiving notice
of them.






	19.	 	SEVERABILITY
	 
	 	 	If a term of this Agreement is or becomes illegal, invalid or unenforceable in any
respect under any jurisdiction, that will not affect:






	 	(a)	 	the legality, validity or enforceability in that jurisdiction of any other term
of this Agreement; or
	 
	 	(b)	 	the legality, validity or enforceability in other jurisdictions of that or any
other term of this Agreement.






	20.	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts. This has the same effect
as if the signatures on the counterparts were on a single copy of this Agreement.
	 
	21.	 	NOTICES
	 
	21.1	 	In writing
	 
	(a)	 	Any communication in connection with this Agreement must be in writing and, unless otherwise
stated, may be given:






	 	(i)	 	in person, by post or fax; or
	 
	 	(ii)	 	to the extent agreed by the Parties making and receiving communication, by
e-mail or other electronic communication.






	(b)	 	For the purpose of this Agreement, an electronic communication will be treated as being in
writing.
	 
	(c)	 	Unless it is agreed to the contrary, any consent or agreement required under this Agreement
must be given in writing.
	 
	21.2	 	Contact details
	 
	(a)	 	Except as provided below, the contact details of each Party for all communications in
connection with this Agreement are those notified by that Party for this purpose to the Lender
on or before the date it becomes a Party.
	 
	(b)	 	The contact details of the Guarantor and the Borrower for this purpose are:




57









 











	 	 	 	 	 
	 

	 	Address:      
	 	No. 3055, Fu Xing West Road, Baoding Hebei, PRC 071051
	 

	 	Fax number:   
	 	+86 312 8929 800
	 

	 	E-mail:      
	 	mqing@yinglisolar.com
	 

	 	Attention:    
	 	Ms. Miao Qing







	(c)	 	The contact details of the Lender for this purpose are:





	 	 	 	 	 
	 

	 	Address:      
	 	c/o Asia Debt Management Hong Kong Limited
	 

	 	          
	 	1008 ICBC Tower
	 

	 	          
	 	3 Garden Road Central
	 

	 	          
	 	Hong Kong
	 

	 	Fax number:   
	 	+852 2147 2813
	 

	 	Attention:    
	 	Grace Tan / Chris Chan







	(d)	 	The contact details of GSD for this purpose are:





	 	 	 	 	 
	 

	 	Address:     
	 	c/o Asia Debt Management Hong Kong Limited
	 

	 	          
	 	1008 ICBC Tower
	 

	 	          
	 	3 Garden Road Central
	 

	 	          
	 	Hong Kong
	 

	 	Fax number:   
	 	+852 2147 2813
	 

	 	Attention:   
	 	Grace Tan / Chris Chan







	(e)	 	Any Party may change its contact details by giving five Business Days’ notice to the Lender
or (in the case of the Lender) to the other Parties.
	 
	(f)	 	Where a Party nominates a particular department or officer to receive a communication, a
communication will not be effective if it fails to specify that department or officer.
	 
	21.3	 	Effectiveness
	 
	(a)	 	Except as provided below, any communication in connection with this Agreement will be deemed
to be given as follows:






	 	(i)	 	if delivered in person, at the time of delivery;
	 
	 	(ii)	 	if posted, five Business Days after being deposited in the post, postage
prepaid, in a correctly addressed envelope;
	 
	 	(iii)	 	if by fax, when received in legible form; and
	 
	 	(iv)	 	if by e-mail or any other electronic communication, when received in legible
form.






	(b)	 	A communication given under paragraph (a) above but received on a non-Business Day or after
business hours in the place of receipt will only be deemed to be given on the next Business
Day in that place.
	 
	(c)	 	A communication to the Lender will only be effective on actual receipt by it.
	 
	(d)	 	All communications under this Agreement to or from the Guarantor must be sent through the
Lender.




58









 












	22.	 	LANGUAGE
	 
	(a)	 	Any notice given in connection with this Agreement must be in English.
	 
	(b)	 	Any other document provided in connection with any Finance Document must be:






	 	(i)	 	in English; or
	 
	 	(ii)	 	(if the Lender so requests) accompanied by a certified English translation. In
this case, the English translation prevails unless the document is a statutory or other
official document.






	23.	 	GOVERNING LAW
	 
	 	 	This Agreement is governed by Hong Kong law.
	 
	24.	 	ENFORCEMENT
	 
	24.1	 	Jurisdiction
	 
	(a)	 	The Hong Kong courts have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Agreement.
	 
	(b)	 	The Hong Kong courts are the most appropriate and convenient courts to settle any such
dispute arising out of or in connection with this Agreement. Each of the Guarantor and the
Borrower agrees not to argue to the contrary and waives objection to those courts on the
grounds of inconvenient forum or otherwise in relation to proceedings in connection with this
Agreement.
	 
	(c)	 	References in this Clause to a dispute in connection with this Agreement includes any dispute
as to the existence, validity or termination of this Agreement.
	 
	24.2	 	Service of process
	 
	(a)	 	Each of the Guarantor and the Borrower irrevocably appoints the HK Key Subsidiary as its
agent under this Agreement for service of process in any proceedings before the Hong Kong
courts in connection with this Agreement.
	 
	(b)	 	If any person appointed as process agent under this Clause is unable for any reason to so
act, the Guarantor must immediately (and in any event within five days of the event taking
place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may
appoint process another agent for this purpose.
	 
	(c)	 	Each of the Guarantor and the Borrower agrees that failure by a process agent to notify it of
any process will not invalidate the relevant proceedings.
	 
	(d)	 	This Clause does not affect any other method of service allowed by law.
	 
	24.3	 	Waiver of immunity
	 
	 	 	Each of the Guarantor and the Borrower irrevocably and unconditionally:






	 	(a)	 	agrees not to claim any immunity from proceedings brought by a Finance Party
against it in relation to a Finance Document and to ensure that no such claim is made
on its behalf;




59









 












	 	(b)	 	consents generally to the giving of any relief or the issue of any process in
connection with those proceedings; and
	 
	 	(c)	 	waives all rights of immunity in respect of it or its assets.






	24.4	 	Waiver of trial by jury
	 
	 	 	EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
IN CONNECTION WITH ANY FINANCE DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY ANY FINANCE
DOCUMENT. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY COURT.




This Agreement has been entered into on the date stated at the beginning of this Agreement.




60









 








SCHEDULE 1




DOCUMENTS TO BE DELIVERED




Corporate documentation





	1.	 	A copy of the constitutional documents of each Obligor (other than Ms. Miao Qing).
	 
	2.	 	A copy of a resolution of the board of directors of each Obligor (other than Ms. Miao Qing)
approving the terms of, and the transactions contemplated by, the Finance Documents to which
it is a party.
	 
	3.	 	A copy of the minutes of the board of directors of the Guarantor as set out in Clause 9.27
(Shelf registration and ADSs).
	 
	4.	 	A specimen of the signature of each person authorised on behalf of each Obligor (other than
Ms. Miao Qing) to enter into or witness the entry into of any Finance Document to which it is
a party or to sign or send any document or notice in connection with any Finance Document to
which it is a party.
	 
	5.	 	A certificate of an authorised signatory of the Guarantor certifying that each copy document
specified in this Schedule is correct, complete and in full force and effect as at a date no
earlier than the date of this Agreement.
	 
	6.	 	A copy of the Original Financial Statements.
	 
	7.	 	Evidence that the agent of the Guarantor, the Borrower, Ms. Miao Qing and the BVI Key
Subsidiary under the Finance Documents for service of process in Hong Kong has accepted its
appointment.
	 
	8.	 	In relation to the Guarantor, a current certificate of good standing issued by the Companies
Registry in Cayman Islands dated no earlier than the date of this Agreement.
	 
	9.	 	In relation to the Collateral Provider, Tianli Power and the BVI Key Subsidiary, a current
certificate of incumbency issued by their respective registered agents in the British Virgin
Islands together with its certificate of good standing, dated no earlier than the date of this
Agreement.





Finance Document(s)





	10.	 	Each of the following Security Documents, duly entered into by the parties to it:






	 	(a)	 	the Tianwei Yingli Guarantee;
	 
	 	(b)	 	the Miao HK Guarantee;
	 
	 	(c)	 	the Miao PRC Guarantee;
	 
	 	(d)	 	the Charge Over Collateral Account;
	 
	 	(e)	 	the Hong Kong Security Agreement;
	 
	 	(f)	 	the Charge Over YGE Shares;




61









 






	 	(g)	 	the Mortgage Over HK Shares;
	 
	 	(h)	 	the Opco Original Equity Pledge Agreement; and
	 
	 	(i)	 	the Tianli Power Share Pledge.






	11.	 	An original or a copy of, as the case may be, each notice and document required to be sent or
delivered by the Obligors under the Security Documents to which it is a party.
	 
	12.	 	Evidence or documents listed below in connection with the security perfection formalities:






	 	(a)	 	in relation to the Security Documents to which the Collateral Provider is a
party, a certified copy of the updated Register of Charges of the Collateral Provider
and the certificate of registration issued by the Registry of Corporate Affairs as
evidence that the registered agent of the Collateral Provider has filed such Register
of Charges as required under section 162 of the BVI Business Companies Act, 2004;
	 
	 	(b)	 	in relation to the Security Documents to which the BVI Key Subsidiary is a
party, a certified copy of the updated Register of Charges of the BVI Key Subsidiary
and the certificate of registration issued by the Registry of Corporate Affairs as
evidence that the registered agent of the BVI Key Subsidiary has filed such Register of
Charges as required under section 162 of the BVI Business Companies Act, 2004;
	 
	 	(c)	 	in relation to the Security Documents to which Tianli Power is a party, a
certified copy of the updated Register of Charges of Tianli Power and the certificate
of registration issued by the Registry of Corporate Affairs as evidence that the
registered agent of the BVI Key Subsidiary has filed such Register of Charges as
required under section 162 of the BVI Business Companies Act, 2004;
	 
	 	(d)	 	in relation to the Charge Over YGE Shares, a certified copy of the Register of
Members of the Guarantor annotated to reflect that the relevant Guarantor shares have
been charged pursuant to the Charge Over YGE Shares;
	 
	 	(e)	 	in relation to the Miao HK Guarantee, the notice and acknowledgement of an
individual third party guarantor executed by Ms. Miao Qing; and
	 
	 	(f)	 	evidence of delivery of the specified particulars of the following Security
Documents for filing with the Hong Kong Companies Registry:






	 	(i)	 	any Assignment of Shareholder Loans to which the HK Key
Subsidiary is a party;
	 
	 	(ii)	 	the Hong Kong Security Agreement; and
	 
	 	(iii)	 	the Opco New Equity Pledge Agreement.





Legal opinions





	13.	 	A legal opinion of Walkers, legal advisers to the Finance Parties as to Cayman Islands law,
addressed to the Finance Parties.
	 
	14.	 	A legal opinion of Walkers, legal advisers to the Finance Parties as to British Virgin
Islands law, addressed to the Finance Parties.




62









 












	15.	 	A legal opinion of Allen & Overy, legal advisers to the Finance Parties as to Hong Kong law,
addressed to the Finance Parties.





Other documents and evidence





	1.	 	Evidence that the Collateral Account is opened.
	 
	2.	 	Evidence that all fees, costs and expenses then due and payable from the Obligors under the
Finance Documents have been or will be paid on or before the Utilisation Date or will be
deducted from the Loan to be advanced on the Utilisation Date.
	 
	3.	 	At least three duly executed originals of the Warrant Agreement, together with one executed
original of the warrant certificate issued to the Lender with a warrant entitlement as set out
in the Warrant Agreement.
	 
	4.	 	The Guarantee Acknowledgements executed by each Subsidiary of the Guarantor.
	 
	5.	 	A due diligence report with regard to the Opco issued by Zhong Lun Law Firm dated 1 December,
2008 addressed to the Finance Parties.
	 
	6.	 	Evidence of insurance cover in compliance with this Agreement.
	 
	7.	 	Delivery to GSD in form and substance satisfactory to it, each in respect of the shares
charged under the Charge Over YGE Shares:






	 	(a)	 	undated instruments of transfer executed in blank;
	 
	 	(b)	 	an executed but undated written order from the Guarantor to the Depositary
directing the Depositary to issue ADRs upon the written order of GSD
	 
	 	(c)	 	executed but undated instruments assigning distributions to the custodian;
	 
	 	(d)	 	executed but undated proxies entitling the custodian to vote the shares;
	 
	 	(e)	 	delegended common share certificates of the Guarantor in the name of the
Collateral Provider; and
	 
	 	(f)	 	an executed unconditional and irrevocable instruction letter from the Guarantor
addressed to Codan Trust Company (Cayman) Limited instructing it to comply with any and
all instructions received from GSD with respect to ordinary shares of the Guarantor
charged by the Collateral Provider under the Charge Over YGE Shares.






	8.	 	Evidence of the foreign debt registration of the Credit Agreement with SAFE in accordance
with the laws and regulations applicable in the PRC and delivery of the foreign debt
registration certificate issued by SAFE and/or any other document evidencing that the foreign
debt under the Credit Agreement has been registered with SAFE.
	 
	9.	 	A copy of any other authorisation or other document, opinion or assurance which the Lender
has notified the Guarantor is necessary in connection with the entry into and performance of,
and the transactions contemplated by, any Finance Document or for the validity and
enforceability of any Finance Document.




63









 











SCHEDULE 2




FORM OF COMPLIANCE CERTIFICATE




	 	 	 
	To:

	 	GOLD SUN DAY LIMITED
	 
	 	 
	From:

	 	YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
	 
	 	 
	Date:

	 	[ ]






YINGLI GREEN ENERGY HOLDING COMPANY LIMITED




Guarantee and Undertaking Agreement

dated 24 January 2009

(the Agreement)





	1.	 	We refer to the Agreement. This is a Compliance Certificate.
	 
	2.	 	We confirm that as at [relevant testing date]:






	 	(a)	 	With respect to the Guarantor: Consolidated Total Debt is [     ]; and
Consolidated Net Worth is [     ]; therefore, the Guarantor Debt to Equity Ratio
is [     ];
	 
	 	(b)	 	With respect to the Guarantor: Cash Flow is [     ]; and Debt Service is
[      ]; therefore, the Guarantor Debt Service Coverage Ratio is [      ];
	 
	 	(c)	 	With respect to the BVI Key Subsidiary: Consolidated Total Debt is
[     ]; and Consolidated Net Worth is [     ]; therefore, the BVI Key
Subsidiary Debt to Equity Ratio is [     ]; and
	 
	 	(d)	 	With respect to the BVI Key Subsidiary: Cash Flow is [     ]; and Debt
Service is [     ]; therefore, the BVI Key Subsidiary Debt Service Coverage Ratio
is [     ].






	3.	 	We set out below calculations establishing the figures in paragraph 2 above:
	 
	 	 	[     ].
	 
	4.	 	We confirm that as at [relevant testing date] no Default is outstanding [or, if a Default is
outstanding, details of the steps (if any) being taken to remedy such Default to be
specified]:





YINGLI GREEN ENERGY HOLDING COMPANY LIMITED




By:




64









 





SCHEDULE 3




CORPORATE STRUCTURE CHART




65









 





SCHEDULE 4




ACCESSION DEED




	 	 	 
	To:

	 	Gold Sun Day Limited
	 
	 	 
	From:

	 	[PROPOSED NEW LENDER]
	 
	 	 
	Copy to:

	 	YINGLI ENERGY (CHINA) COMPANY LIMITED
	 
	 	 
	Date:

	 	[      ]






YINGLI GREEN ENERGY HOLDING COMPANY LIMITED




Guarantee and Undertaking Agreement

dated 24 January 2009

(the Agreement)



We refer to the Agreement. Words and expressions defined in the Agreement have the same
meaning when used in this Deed.



We, [name of new Party] of [address/registered office], agree to be bound by the terms of the
Agreement as a [     ].




Our contact details are as follows:




[


].



This deed is intended to be executed as a deed and is governed by Hong Kong law.




By:




[PROPOSED NEW LENDER]




[Execution under seal]




66









 





SCHEDULE 5




CREDIT AGREEMENT




67









 





SCHEDULE 6




FORM OF WARRANT AGREEMENT




68









 





SCHEDULE 7




FORM OF MIAO HK GUARANTEE




69









 





SCHEDULE 8




FORM OF MIAO PRC GUARANTEE




70









 





SCHEDULE 9




FORM OF OPCO ORIGINAL EQUITY PLEDGE AGREEMENT




71









 





SCHEDULE 10




FORM OF CHARGE OVER YGE SHARES




72









 





SCHEDULE 11




FORM OF CHARGE OVER COLLATERAL ACCOUNT




73









 





SCHEDULE 12




FORM OF HONG KONG SECURITY AGREEMENT




74









 





SCHEDULE 13




FORM OF MORTGAGE OVER HK SHARES




75









 





SCHEDULE 14




FORM OF TIANWEI YINGLI GUARANTEE




76









 





SCHEDULE 15




FORM OF TIANLI POWER SHARE PLEDGE




77









 





SCHEDULE 16




FORM OF GUARANTEE ACKNOWLEDGEMENT




78









 





SCHEDULE 17




FORM OF CHARGE OVER COLLATERAL ACCOUNT





79









 








SIGNATORIES




Guarantor




YINGLI GREEN ENERGY HOLDING COMPANY LIMITED




By: /s/ Zongwei Li




Borrower



YINGLI
ENERGY (CHINA) COMPANY LIMITED





By: /s/ Liansheng Miao




Arranger




DEUTSCHE BANK AG, HONG KONG BRANCH




By: /s/ RuoYu Jiang & Rowena Yue




Lender



GOLD SUN DAY LIMITED 




By: /s/ Grace Tan & Alexander Shaik




GSD




GOLD SUN DAY LIMITED 



By: /s/ Grace Tan & Alexander Shaik



Guarantee
and Undertaking