EX-4.19






Exhibit 4.19

English Translation




Mortgage Contract under Loan Contract No. 1300401212008510121




MORTGAGE CONTRACT




IN CONNECTION WITH




CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN





			
	Mortgagor:	 	Yingli Energy (China) Company Limited







			
	Mortgagee:	 	China Development Bank





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	Mortgagor:	 	Yingli Energy (China) Company Limited





Domicile: No.3399, Chao Yang North Road, Baoding, Hebei Province

Legal Representative: Miao Liansheng

Postcode: 071051

Handling Person: Liu Yang

Tel: 0312-8929705

Fax: 0312-3151881





			
	Mortgagee:	 	China Development Bank





Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing

Legal Representative: Chen Yuan

Postcode: 100037

Handling Branch: Heibei Province Branch, CDB

Domicile of Handling Branch: Building B, Yuyuan Plaza, No.9 Yuhua West Road,



Shijiazhuang




Head of the Handling Branch: Wang Lihong

Postcode: 050051

Handling Person: Lu Yilin

Tel: 0311-85518761

Fax: 0311-85288091




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In order to ensure the performance by the Borrower, Yingli Energy (China) Company Limited ,
of the Loan Contract No. 1300401212008510121 it concluded with the Mortgagee (the “Main
Contract”), the Mortgagor desires to mortgage to the Mortgagee its assets set forth in the
Collateral List (see Appendix) herein as a security in favor of the Mortgagee. Upon consultations
and mutual agreement, the Mortgagor and the Mortgagee hereby enter into this Contract:




ARTICLE 1

DEFINITION



Unless otherwise agreed upon herein, relevant capitalized terms in this Contract shall have the
same meanings as in the Main Contract.




ARTICLE 2

COLLATERAL



Names and relevant details of the collaterals under this Contract are set out in the annex hereto.




ARTICLE 3

SCOPE OF GUARANTEE



Pursuant to the Main Contract, the Borrower shall borrow from the Mortgagee Seventy Million US
Dollars (USD$70,000,000), and the term of such loan shall be 8 years (beginning as from December
24, 2008 and ending as of December, 23 2016).



The scope of guarantee provided by this Contract shall cover any and all principal, interest,
penalty interest, indemnity, liquidated damages, damages and pledge realization fees in connection
with the entirety of the loan under the Main Contract.



Upon each repayment of the principal of the loan under the Main Contract, the amount of the
principal guaranteed under this Contract shall be reduced accordingly.




ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE MORTGAGOR



(1) The Mortgagor is a lawfully established legal person, possesses a valid business license, and
owns its assets and operates its business in accordance with law.




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(2) The Mortgagor lawfully holds the title to, or the right of disposal over, the collateral. If,
according to the law, the collateral is a property which is mortgagable only upon approval or
consent by relevant authorities, the Mortgagor undertakes that such approval or consent shall have
been lawfully and validly obtained within 60 days of production start-up or completion-related
final accounting of the Project; And there is no dispute whatsoever in respect of the title to, or
the right of disposal over, the collateral.



(3) Other than the mortgage created hereunder, there is no security in rem, lease, entrustment ,
joint ownership or any other ownership dispute of any kind in respect of the collateral hereof.



(4) The Mortgagor has completed all internal authorization procedures necessary for the execution
of this Contract and such authorizations are lawful and valid.



(5) All documents and materials furnished by the Mortgagor to the Mortgagee are true, accurate and
complete.



The above representations and warranties shall remain valid during the term of this Contract.




ARTICLE 5

OBLIGATIONS OF THE MORTGAGOR



(1) The Mortgagor shall keep the collateral in good condition and shall at all times accept the
inspection by the Mortgagee. If, during the course of such inspection, the Mortgagee has made any
recommendation which is intended to ensure the good condition of the collateral, the Mortgagor
shall adopt corresponding measures in a timely manner. Any cost arising out of the keeping and
maintenance of the collateral shall be borne by the Mortgagor.



(2) Without obtaining the Mortgagee’s written consent, the Mortgagor shall not dispose of the
collateral under this Contract by whatsoever means.



(3) If the Mortgagor makes any change to its company name, domicile, legal representative,
registered capital, scope of business, company category or articles of association, the Mortgagor
shall give the Mortgagee a 10 days prior written notice and shall file relevant documents with the
Mortgagee for record.



(4) Within 3 Business Days of registration of the collateral, the certificate of title (or right of
disposal) or the certificate of the mortgage right shall be delivered by the Mortgagor to the
Mortgagee and shall thereby be put under the custody of the Mortgagee.



(5) Any expense arising from the execution and performance of the Contract shall be borne by the
Mortgagor.




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(6) If an act by the Mortgagor is such as to lessen the value of the collateral, the Mortgagee
shall be entitled to request the Mortgagor to restore the collateral to its original status or to
provide a security. If the aforesaid request of the Mortgagee has been refused, the Mortgagee may
either demand the debtor to repay its debts or request early exercise of its mortgage rights.




ARTICLE 6

OBLIGATIONS OF THE MORTGAGEE



Within 15 days of full settlement by the Borrower of its entire debts under the Main Contract, the
Mortgagee shall return the certificate of title or right of disposal of the collateral, the
insurance policy of the collateral, and other documents under its custody to the Mortgagor.




ARTICLE 7

INSURANCE



Within 30 days of execution of this Contract, the Mortgagor shall complete all insurance procedures
in respect of the collateral with an insurance company acceptable to the Mortgagee in accordance
with such type, amount and term of insurance as determined by the Mortgagee. The Mortgagee shall be
expressly specified as the first beneficiary in the original copy of the insurance policy.




ARTICLE 8

REALIZATION OF MORTGAGE RIGHTS



If the Borrower fails to fully settle its debts within the scope of guarantee hereunder in
accordance with the Main Contract, or if the Mortgagor is declared bankrupt, dissolved or wound
down according to law, the Mortgagee shall be entitled to dispose of, in accordance with law, the
collateral by way of auction, sale, debt-offsetting assignment, etc. and shall be paid out of the
proceeds therefrom. Any amount of such proceeds in excess of the amount of the creditor’s rights
guaranteed hereunder shall belong to the Mortgagor.




ARTICLE 9

BREACH OF CONTRACT LIABILITIES



(1) If the Mortgagor fails to handle the insurance procedures in respect of the collateral in
accordance with this Contract and thereby causes financial losses to the Mortgagee, the Mortgagor
shall indemnify against such losses.




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(2) If the collateral suffers any damage or loss due to any fault attributable to the Mortgagor,
and if the insurance company lawfully provides no indemnity or provides only an indemnity which is
insufficient to cover the Borrower’s debt under the Main Contract, the Mortgagee shall be entitled
to request the Mortgagor either to restore the value of the collateral within a prescribed period
of time or to make up such shortfall by furnishing a security acceptable to the Mortgagee.



(3) If the Mortgagor unilaterally disposes of the collateral in violation of the Contract, the
Mortgagee shall be entitled to request the Mortgagor to restore the collateral to the original
condition.



(4) If the Mortgagor conceals such circumstances as the fact that the collateral is under joint
ownership, is under any dispute, is seized or restrained, or is the subject of an existing
mortgage, and thereby causes losses to the Mortgagee, the Mortgagor shall indemnify against such
losses.



(5) If the Mortgagor violates any other provisions of this Contract, or if any of the
representations or warranties of the Mortgagor in Article 4 hereof is proved incorrect or
misleading, and thereby causes losses to the Mortgagee, the Mortgagor shall indemnify against such
losses.



(6) If the Mortgagee, in breach of this Contract, fails to return the certificate of title or right
of disposal of the collateral, the insurance policy of the collateral, and other documents under
its custody to the Mortgagor, and thereby causes losses to the Mortgagor, the Mortgagee shall
indemnify against such losses.




ARTICLE 10

MODIFICATION AND TERMINATION OF THE CONTRACT



(1) Neither the Mortgagor nor the Mortgagee shall modify or terminate the Contract unilaterally.
Any modification or termination (where necessary) of this Contract shall be made only by mutual
agreement of the two parties in the form of a written instrument.



(2) If the Borrower and the Mortgagee have agreed in writing to modify the Main Contract, the
Mortgagor shall continue to assume the obligation of guaranteeing the debts under the Main Contract
by mortgaging the collateral under this Contract, provided that if, without the consent of the
Mortgagor, such modification to the Main Contract results in an increase of the loan amount
thereunder, the Mortgagor shall not be obliged to guarantee such increased portion of the loan.




ARTICLE 11

REGISTRATION OF MORTGAGE



The Mortgagor and the Mortgagee shall register the mortgage with the relevant registration
authority within 90 days of production start-up or completion-related final



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accounting of the Project.




ARTICLE 12

RESOLUTION OF DISPUTE



Any dispute between the Mortgagor and the Mortgagee arising out of the performance of this Contract
shall be resolved through consultations. Failing such resolution, the dispute shall be resolved
through litigation before the People’s Court of the domicile of the Mortgagee.




ARTICLE 13

MISCELLANEOUS



(1) Matters not covered by this Contract shall be dealt with by the Mortgagor and the Mortgagee
through consultations or shall be dealt with according to the stipulations of relevant laws and
regulations of the state.



(2) This Contract is made in two originals (with the Mortgagor and the Mortgagee each
holding one copy thereof) and in seven duplicates.




ARTICLE 14

EFFECTIVENESS OF THE CONTRACT



The Contract shall become effective as from the date on which both the Mortgagor and the Mortgagee
have executed and sealed this Contract.




APPENDIX: Collateral List




COLLATERAL LIST




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Location	 	Appraised Price	 	Quality	 	Status	 	Ownership	 	Mortgage Value
	 	 	 	 	 	 	 	 	 	 	 	 	 
	buildings

	 	plant site of
	 	 	 	 	 	 	 	 	 	to be determined
	arising out of

	 	Yingli Energy
	 	RMB¥40,000,000
	 	 	 	under
	 	 	 	based on the
	the completion of the Project
	 	(China) Company Limited	 	(as per the appraisal report)	 	good
	 	construction
	 	Yingli

Energy
	 	value

appraisable
	
	 		 		 	 	 	 	 	(China)
	 	upon completion
	
	 		 	 	 	 	 	 	 	Company
	 	of the Project or
	 

	 	 	 	 	 	 	 	 	 	Limited
	 	formation of the 
mortgaged 
assets
	machinery &

	 	plant site of
	 	RMB¥500,000,000
	 	 	 	new	 	 	 	 
	equipments

	 	Yingli Energy
	 	(as per the
	 	good
	 	purchase
	 	 	 	
	arising out of

	 	(China)
	 	appraisal report)
	 	 	 	 	 	 	 	
	the

	 	Company	 	 	 	 	 	 	 	 	 	 






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	Name	 	Location	 	Appraised Price	 	Quality	 	Status	 	Ownership	 	Mortgage Value
	 	 	 	 	 	 	 	 	 	 	 	 	 
	completion of

	 	Limited	 	 	 	 	 	 	 	 	 	 
	the Project
	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 
	Mortgagor:

	 	(Company Seal)
	 
	 	 
	Legal Representative

	 	(signature) /s/ Liansheng Miao
	 
	 	 
	(or Authorized Representative)
	 	 






__(mm)__(dd) __(yy)




Opening Bank & Account No. of Mortgagor:




	 	 	 
	Mortgagee

	 	(Special Seal for Contracts)
	 
	 	 
	Legal Representative

	 	(signature) /s/ Lihong Wang
	 
	 	 
	(or Authorized Representative)
	 	 






__(mm)__(dd) __(yy)




Place of Signing: Shijiazhuang, Hebei





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