EX-4.14








Exhibit 4.14




ACCOUNT CHARGE




DATED 13 FEBRUARY 2009




BETWEEN




CYBER POWER GROUP LIMITED

as Chargor




and




GOLD SUN DAY LIMITED

as Chargee











 









 








CONTENTS




	 	 	 	 	 	 	 
	Clause	 	 	 	Page
	 
	 	 	 	 	 	 
	1.

	 	Interpretation
	 	 	1	 
	2.

	 	Creation of Security
	 	 	2	 
	3.

	 	Representations — General
	 	 	3	 
	4.

	 	Restrictions on dealings
	 	 	6	 
	5.

	 	Account
	 	 	6	 
	6.

	 	When Security becomes enforceable
	 	 	8	 
	7.

	 	Enforcement of Security
	 	 	8	 
	8.

	 	Receiver
	 	 	9	 
	9.

	 	Powers of Receiver
	 	 	10	 
	10.

	 	Application of proceeds
	 	 	12	 
	11.

	 	Expenses and indemnity
	 	 	12	 
	12.

	 	Delegation
	 	 	12	 
	13.

	 	Further assurances
	 	 	12	 
	14.

	 	Power of attorney
	 	 	13	 
	15.

	 	Preservation of security
	 	 	13	 
	16.

	 	Miscellaneous
	 	 	15	 
	17.

	 	Release
	 	 	16	 
	18.

	 	Severability
	 	 	16	 
	19.

	 	Notices
	 	 	16	 
	20.

	 	Language
	 	 	17	 
	21.

	 	Amendments and Waivers
	 	 	18	 
	22.

	 	Set-off
	 	 	18	 
	23.

	 	Pro-Rata Sharing
	 	 	18	 
	24.

	 	Changes to the Parties
	 	 	18	 
	25.

	 	Counterparts
	 	 	19	 
	26.

	 	Governing law
	 	 	19	 
	27.

	 	Enforcement
	 	 	19	 
	 
	 	 	 	 	 	 
	Schedule	 	 	 	 
	 
	 	 	 	 	 	 
	1.

	 	Form of letters for Account Bank
	 	 	21	 
	2.

	 	Accession Deed
	 	 	24	 
	 
	 	 	 	 	 	 
	Signatories	 	 	25	 







 









 







THIS DEED is dated 13 February 2009 between:





	(1)	 	CYBER POWER GROUP LIMITED, a company incorporated under the laws of the British Virgin
Islands with its registered office at PO Box 957, Offshore Incorporation Centre, Road Town,
Tortola, British Virgin Islands and registration number 1438376 (the Chargor); and
	 
	(2)	 	GOLD SUN DAY LIMITED as security agent for itself and any other Finance Party appointing it
as security agent from time to time (the Chargee).





BACKGROUND:





	(A)	 	The Chargor enters into this Deed in connection with the Credit Agreement and the Guarantee
and Undertaking (as defined below).
	 
	(B)	 	The Chargor has also executed a Guarantee Acknowledgment in respect of its obligations under
the Guarantee and Undertaking.





IT IS AGREED as follows:




	1.	 	INTERPRETATION
	 
	1.1	 	Definitions





In this Deed:




	 	 	Accession Deed means a deed by which a new Finance Party becomes a party to this Deed,
substantially in the form of Schedule 2 (Form of Accession Deed), with such amendments as
the Chargee may approve or reasonably require.
	 
	 	 	Account Bank means, in relation to a Security Account, the bank with which such Security
Account is maintained.
	 
	 	 	Event of Default has the meaning given to that term under the Finance Documents.
	 
	 	 	Finance Document has the meaning given to that term in the Guarantee and Undertaking and
includes an Accession Deed.
	 
	 	 	Guarantee and Undertaking means the guarantee and undertaking dated 24 January 2009 between,
among others, Yingli Green Energy Holding Company Limited as guarantor and the Chargee.
	 
	 	 	Party means a party to this Deed.
	 
	 	 	Receiver means a receiver and manager or (if the Chargee so specifies in the relevant
appointment) a receiver, in either case, appointed under this Deed.
	 
	 	 	Secured Liabilities means all present and future obligations and Liabilities (whether actual
or contingent and whether owed jointly or severally or in any other capacity whatsoever) of
each Obligor to any Finance Party under each Finance Document, except for any obligation
which, if it were so included, would result in this Deed contravening section 47A of the
Companies Ordinance (Cap. 32 of the Laws of Hong Kong).





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	 	 	Security Account means the bank account to be opened and maintained in the name of the
Chargor in Hong Kong with the Account Bank and identified as a Security Account in
accordance with this Deed and the Guarantee and Undertaking, and in respect of such account
shall include:






	 	(a)	 	if there is a change of Account Bank, any account into which all or part of the
credit balance from such Security Account is transferred; and
	 
	 	(b)	 	any account which is a successor to such Security Account on any re-numbering
or re-designation of accounts and any account into which all or part of the balance
from such Security Account is transferred for investment or administrative purposes.






	 	 	Security Assets means all assets of the Chargor the subject of any security created by this
Deed.
	 
	 	 	Security Period means the period beginning on the date of this Deed and ending on the date
on which the Chargee is satisfied that all the Secured Liabilities have been unconditionally
and irrevocably paid and discharged in full.
	 
	1.2	 	Construction
	 
	(a)	 	Capitalised terms defined in the Guarantee and Undertaking have, unless expressly defined in
this Deed, the same meaning in this Deed.
	 
	(b)	 	The provisions of clause 1.2 (Construction) of the Guarantee and Undertaking apply to this
Deed as though they were set out in full in this Deed, except that references to the Guarantee
and Undertaking will be construed as references to this Deed.
	 
	(c)	 	(i) The term Finance Document includes all amendments and supplements including supplements
providing for further advances; and
	 
		 	(ii) the term this Security means any security created by this Deed.
	 
	(d)	 	Any covenant of the Chargor under this Deed (other than a payment obligation) remains in
force during the Security Period.
	 
	(e)	 	An Event of Default is outstanding if it has occurred and has not been waived by the Chargee
in writing.
	 
	(f)	 	If the Chargee considers that an amount paid to a Finance Party under a Finance Document is
reasonably likely to be avoided or otherwise set aside on the liquidation or provisional
supervision of the payer or otherwise, then that amount will not be considered to have been
unconditionally and irrevocably paid for the purposes of this Deed.
	 
	(g)	 	Unless the context otherwise requires, a reference to a Security Asset includes the proceeds
of sale of that Security Asset.
	 
	2.	 	CREATION OF SECURITY
	 
	2.1	 	General
	 
	(a)	 	All the security created under this Deed:





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	 	(i)	 	is created in favour of the Chargee for itself and as agent and trustee on
trust for the Finance Parties;
	 
	 	(ii)	 	is created over present and future Security Assets of the Chargor; and
	 
	 	(iii)	 	is security for the payment and discharge of all the Secured Liabilities.






	(b)	 	If the rights of the Chargor under a document cannot be secured without the consent of a
party to that document:






	 	(i)	 	the Chargor must notify the Chargee promptly;
	 
	 	(ii)	 	this Security will secure all amounts which the Chargor may
receive, or has received, under that document but exclude the document itself;
and
	 
	 	(iii)	 	unless the Chargee otherwise requires, the Chargor must use
reasonable endeavours to obtain the consent of the relevant party to that
document being secured under this Deed.






	(c)	 	The Chargee holds the benefit of this Deed on trust for itself and the Finance Parties.
	 
	2.2	 	Credit balances
	 
	 	 	The Chargor, as beneficial owner and as continuing security for the payment and discharge of
all Secured Liabilities, charges and agrees to charge by way of a first fixed charge all of
its rights in respect of any amount standing to the credit of the Security Account (together
with any fixed or time deposits from time to time created or funded out of any amount
standing to the credit of the Security Account) and the debt represented by it in favour of
the Chargee.
	 
	3.	 	REPRESENTATIONS AND WARRANTIES — GENERAL
	 
	3.1	 	Representations and warranties
	 
	 	 	The Chargor makes the representations and warranties set out in this Clause to each Finance
Party.
	 
	3.2	 	Status
	 
	 	 	It is a limited liability company, duly incorporated and validly existing under the laws of
the jurisdiction of its incorporation.
	 
	3.3	 	Powers and authorisations
	 
	 	 	It has the power to enter into and perform, and has taken all necessary action to authorise
the entry into and performance of, this Deed and the transactions contemplated by this Deed.
	 
	3.4	 	Legal validity
	 
	 	 	Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under the Finance Documents, this Deed:






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





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	3.5	 	Non-conflict
	 
	 	 	The entry into and performance by it of, and the transactions contemplated by, this Deed do
not and will not conflict with:






	 	(a)	 	any law or regulation applicable to it; or
	 
	 	(b)	 	its or any of its Subsidiaries’ constitutional documents; or
	 
	 	(c)	 	any document which is binding upon it or any of its Subsidiaries’ or any of its
or any of its Subsidiaries’ assets.






	3.6	 	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, this Deed.
	 
	(b)	 	No other event or circumstance is outstanding which constitutes a default under any document
which is binding on it or any of its Subsidiaries to an extent or in a manner which has or is
reasonably likely to have a Material Adverse Effect.
	 
	3.7	 	Authorisations
	 
	 	 	Subject to the completion of the filing and registration requirements set out in Clause 5.8
(Registration of charge) below, all authorisations required by it in connection with the
entry into, performance, validity and enforceability of, and the transactions contemplated
by, this Deed have been obtained or effected (as appropriate) and are in full force and
effect.
	 
	3.8	 	Stamp duties
	 
	 	 	No stamp or registration duty or similar Tax or charge is payable in its jurisdiction of
incorporation in respect of this Deed.
	 
	3.9	 	Immunity
	 
	(a)	 	The entry into by it of this Deed constitutes, and the exercise by it of its rights and
performance of its obligations under this Deed will constitute, private and commercial acts
performed for private and commercial purposes.
	 
	(b)	 	It will not 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 this
Deed.
	 
	3.10	 	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 this Deed; or
	 
	 	(ii)	 	by reason of the entry into of this Deed or the performance by it of its
obligations under this Deed,






	 	 	that any Finance Party should be licensed, qualified or otherwise entitled to carry on
business in its jurisdiction of incorporation.




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	(b)	 	No Finance Party is nor 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 this Deed.
	 
	3.11	 	Jurisdiction/governing law
	 
	(a)	 	In this Subclause:
	 
	 	 	Relevant Jurisdiction means, in relation to the Chargor:






	 	(i)	 	its jurisdiction of incorporation;
	 
	 	(ii)	 	any jurisdiction where any asset subject to or intended to be subject to this
Deed is situated;
	 
	 	(iii)	 	any jurisdiction where it conducts its business; and
	 
	 	(iv)	 	the jurisdiction whose laws govern the perfection of this Deed.






	(b)	 	Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under the Finance Documents, its:






	 	(i)	 	irrevocable submission under this Deed to the jurisdiction of the courts of
Hong Kong;
	 
	 	(ii)	 	agreement that this Deed is 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 its Relevant Jurisdiction.
	 
	(c)	 	Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under the Finance Documents, the choice of governing law in this Deed
will be recognised and enforced in its Relevant Jurisdiction.
	 
	(d)	 	Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under the Finance Documents, any judgment obtained in Hong Kong will be
recognised and be enforceable by the courts of its Relevant Jurisdiction.
	 
	3.12	 	Nature of security





This Deed creates those Security Interests it purports to create and is not liable to be amended or
otherwise set aside on its liquidation or provisional supervision or otherwise.




	3.13	 	Times for making representations
	 
	(a)	 	The representations and warranties set out in this Deed (including in this Clause) are made
on the date of this Deed.
	 
	(b)	 	Unless a representation and warranty is expressed to be given at a specific date, each
representation and warranty under this Deed (other than the representations and warranties set
out in Clause 3.8 (Stamp duties) and Clause 3.10 (No adverse consequences) is deemed to be
repeated by the Chargor on each date during the Security Period.










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	(c)	 	When a representation is repeated, it is applied to the circumstances existing at the time of
repetition.
	 
	4.	 	RESTRICTIONS ON DEALINGS
	 
	 	 	The Chargor must not:






	 	(a)	 	create or permit to subsist any Security Interest on any Security Asset; or
	 
	 	(b)	 	sell, transfer, licence, lease or otherwise dispose of any Security Asset,






	 	 	except as expressly allowed under the Finance Documents.
	 
	5.	 	ACCOUNT
	 
	5.1	 	Account Bank
	 
	 	 	The Security Account must be maintained at a branch of the Account Bank approved by the
Chargee. The initial Account Bank is Deutsche Bank AG, Hong Kong Branch.
	 
	5.2	 	Representations and warranties
	 
	 	 	The Chargor represents and warrants to each Finance Party that:






	 	(a)	 	it is the sole legal and beneficial owner of the credit balance from time to
time in the Security Account and the fixed or time deposits created or funded out of
such credit balance; and
	 
	 	(b)	 	those credit balances and those fixed or time deposits are free of any Security
Interests (except for those created by or under this Deed) and (other than any netting
or set-off arrangement, arising by operation of law or contained in an Account Bank’s
standard account opening documentation used in ordinary day-to-day banking
arrangements, for the purpose of netting debit and credit balances) any other rights or
interests in favour of third parties.






	5.3	 	Change of Account Bank
	 
	(a)	 	The Account Bank may be changed to another bank or financial institution if the Chargee
reasonably requires.
	 
	(b)	 	A change of Account Bank only becomes effective when the proposed new Account Bank agrees
with the Chargee and the Chargor, in a manner satisfactory to the Chargee, to fulfil the role
of the Account Bank under this Deed.
	 
	(c)	 	If there is a change of Account Bank, the amount (if any) standing to the credit of the
Security Account maintained with the original Account Bank will be transferred to the
corresponding Security Account maintained with the new Account Bank immediately upon the
appointment taking effect.
	 
	(d)	 	The Chargor must take any action which the Chargee may require to facilitate a change of
Account Bank and any transfer of credit balances (including the execution of bank mandate
forms).




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	5.4	 	Interest
	 
	 	 	Amounts standing to the credit of the Security Account will bear interest at the customary
rate of the Account Bank for accounts of the type that is the same as the Security Account.
	 
	5.5	 	Book debts and receipts
	 
	(a)	 	The Chargor must, and must procure each of the Collateral Provider and the HK Key Subsidiary
to, comply with clause 11 (Collateral Account) of the Guarantee and Undertaking.
	 
	(b)	 	The Chargor must, and must procure each of the Collateral Provider and the HK Key Subsidiary
to, hold the proceeds of all amounts, specified in clause 11 (Collateral Account) of the
Guarantee and Undertaking, received by the Chargor or, as the case may be, the Collateral
Provider or the HK Key Subsidiary (until payment into the Security Account) on trust for the
Chargee.
	 
	5.6	 	Withdrawals
	 
	(a)	 	Except as provided for in the Guarantee and Undertaking, the Chargor may not withdraw any
moneys standing to the credit of the Security Account.
	 
	(b)	 	The Chargee (or a Receiver) may (subject to the payment of any claims having priority to this
Security) withdraw amounts standing to the credit of the Security Account to meet an amount
due and payable under the Finance Documents when it is due and payable.
	 
	5.7	 	Notices of charge
	 
	 	 	The Chargor must:






	 	(a)	 	promptly following execution of this Deed, give notice to the Account Bank
substantially in the form of Part 1 of Schedule 1 (Form of letters for Account Bank);
and
	 
	 	(b)	 	ensure that the Account Bank acknowledges the notice substantially in the form
of Part 2 of Schedule 1 (Form of letters for Account Bank).






	5.8	 	Registration of charge
	 
	 	 	The Chargor must:






	 	(a)	 	promptly after execution of this Deed, instruct its registered agent to create
and maintain a Register of Charges for the Chargor to the extent this has not already
been done in accordance with Section 162 of the Business Companies Act 2004 of the
British Virgin Islands (the Register of Charges) and to enter particulars as required
by the Business Companies Act 2004 of the British Virgin Islands of the Security
Interests created pursuant to this Deed in the Register of Charges;
	 
	 	(b)	 	promptly after execution of this Deed, instruct its registered agent to effect
registration of this Deed at the Registry of Corporate Affairs pursuant to Section 163
of the Business Companies Act 2004 of the British Virgin Islands; and
	 
	 	(c)	 	promptly but in any event no later than three days following its receipt,
deliver or procure to be delivered to the Chargee the certificate of registration
issued by the




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	 	 	 	Registrar of Corporate Affairs and the filed and stamped copy of the Register of
Charges.






	6.	 	WHEN SECURITY BECOMES ENFORCEABLE
	 
	6.1	 	Event of Default
	 
	 	 	This Security will become immediately enforceable if an Event of Default is outstanding.

	 
	6.2 	 	
Discretion
	 
	 	 	If an Event of Default is outstanding, the Chargee may in its absolute discretion enforce
all or any part of this Security in any manner it sees fit or in accordance with the
Guarantee and Undertaking.
	 
	7.	 	ENFORCEMENT OF SECURITY
	 
	7.1	 	No liability as mortgagee in possession
	 
	 	 	Neither the Chargee nor any Receiver will be liable, by reason of entering into possession
of a Security Asset, to account as mortgagee in possession or for any loss on realisation or
for any default or omission for which a mortgagee in possession might be liable.
	 
	7.2	 	Privilege
	 
	 	 	Each Receiver and the Chargee is entitled to all the rights, power, privilege and immunities
conferred by law on mortgagees and receivers duly appointed under any law.
	 
	7.3	 	Protection of third parties
	 
	 	 	No person (including a purchaser) dealing with the Chargee or a Receiver or its or his
agents will be concerned to enquire:






	 	(a)	 	whether the Secured Liabilities have become payable;
	 
	 	(b)	 	whether any power which the Chargee or a Receiver is purporting to exercise has
become exercisable or is being properly exercised;
	 
	 	(c)	 	whether any money remains due under the Finance Documents; or
	 
	 	(d)	 	how any money paid to the Chargee or to that Receiver is to be applied.






	7.4	 	Redemption of prior mortgages
	 
	(a)	 	If an Event of Default is outstanding, the Chargee may:






	 	(i)	 	redeem any prior Security Interest against any Security Asset; and/or
	 
	 	(ii)	 	procure the transfer of that Security Interest to itself; and/or
	 
	 	(iii)	 	settle and pass the accounts of the prior mortgagee, chargee or encumbrancer;
any accounts so settled and passed will be, in the absence of manifest error,
conclusive and binding on the Chargor.




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	(b)	 	The Chargor must pay to the Chargee, immediately on demand, the costs and expenses incurred
by the Chargee in connection with any such redemption and/or transfer, including the payment
of any principal or interest.
	 
	7.5	 	Contingencies
	 
	 	 	If this Security is enforced at a time when no amount is due under the Finance Documents but
at a time when amounts may or will become due, the Chargee (or the Receiver) may pay the
proceeds of any recoveries effected by it into a suspense account.
	 
	8.	 	RECEIVER
	 
	8.1	 	Appointment of Receiver
	 
	(a)	 	The Chargee may appoint any one or more persons to be a Receiver of all or any part of the
Security Assets if:






	 	(i)	 	an Event of Default is outstanding; or
	 
	 	(ii)	 	the Chargor so requests the Chargee in writing at any time.






	(b)	 	Any appointment under paragraph (a) above may be by deed, under seal or in writing under its
hand.
	 
	8.2	 	Removal
	 
	 	 	The Chargee may by writing under its hand remove any Receiver appointed by it and may,
whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose
appointment may for any reason have terminated.
	 
	8.3	 	Remuneration
	 
	 	 	The Chargee may fix the remuneration of any Receiver appointed by it.

	 
	8.4	 	Agent of Chargor
	 
	(a)	 	A Receiver will be deemed to be the agent of the Chargor for all purposes. The Chargor alone
is responsible for the contracts, engagements, acts, omissions, defaults and losses of a
Receiver and for liabilities incurred by a Receiver.
	 
	(b)	 	No Finance Party will incur any liability (either to the Chargor or to any other person) by
reason of the appointment of a Receiver or for any other reason.
	 
	8.5	 	Relationship with Chargee
	 
	 	 	To the fullest extent allowed by law, any right, power or discretion conferred by this Deed
(either expressly or impliedly) or by law on a Receiver may after this Security becomes
enforceable be exercised by the Chargee in relation to any Security Asset without first
appointing a Receiver and notwithstanding the appointment of a Receiver.





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	9.	 	POWERS OF RECEIVER
	 
	9.1	 	General
	 
	(a)	 	A Receiver has all of the rights, powers and discretions set out below in this Clause in
addition to those conferred on it by any law.
	 
	(b)	 	If there is more than one Receiver holding office at the same time, each Receiver may (unless
the document appointing him states otherwise) exercise all of the powers conferred on a
Receiver under this Deed individually and to the exclusion of any other Receiver.
	 
	9.2	 	Possession
	 
	 	 	A Receiver may take immediate possession of, get in and collect any Security Asset and
without prejudice to the foregoing, cause to be registered all or any part of the Security
Assets in its own name or in the name of its nominee(s) or in the name of any purchaser(s)
thereof.
	 
	9.3	 	Carry on business
	 
	 	 	A Receiver may carry on the business of the Chargor in any name he thinks fit.

	 
	9.4 	 	Employees
	 
	(a)	 	A Receiver may appoint and discharge managers, officers, agents, accountants, servants,
employees, workmen and others for the purposes of this Deed upon such terms as to remuneration
or otherwise as he thinks fit.
	 
	(b)	 	A Receiver may discharge any person appointed by the Chargor.
	 
	9.5	 	Borrow money
	 
	 	 	A Receiver may raise and borrow money either unsecured or on the security of any Security
Asset either in priority to this Security or otherwise and generally on any terms and for
whatever purpose which he thinks fit.
	 
	9.6	 	Sale of assets
	 
	(a)	 	A Receiver may sell, exchange, convert into money and realise any Security Asset by public
auction or private contract and generally in any manner and on any terms which he thinks fit.
	 
	(b)	 	The consideration for any such transaction may consist of cash, debentures or other
obligations, shares, stock or other valuable consideration and any such consideration may be
payable in a lump sum or by instalments spread over any period which he thinks fit.
	 
	9.7	 	Compromise
	 
	 	 	A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim,
account, dispute, question or demand with or by any person who is or claims to be a creditor
of the Chargor or relating in any way to any Security Asset.
	 
	9.8	 	Legal actions
	 
	 	 	A Receiver may bring, prosecute, enforce, defend and abandon any action, suit or proceedings
in relation to any Security Asset which he thinks fit.





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	9.9	 	Receipts
	 
	 	 	A Receiver may give a valid receipt for any moneys and execute any assurance or thing which
may be proper or desirable for realising any Security Asset.
	 
	9.10	 	Subsidiaries
	 
	 	 	A Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any Security
Asset.
	 
	9.11	 	Delegation
	 
	 	 	A Receiver may delegate his powers in accordance with this Deed.
	 
	9.12	 	Lending
	 
	 	 	A Receiver may lend money or advance credit to any customer of the Chargor.
	 
	9.13	 	Covenants, guarantees and indemnities
	 
	 	 	A Receiver may enter into bonds, covenants, guarantees, commitments, indemnities and other
obligations or liabilities as he shall think fit, make all payments needed to effect,
maintain or satisfy such obligations or liabilities and use the company seal(s) (if any) of
the Chargor.
	 
	9.14	 	Acquisitions
	 
	 	 	A Receiver may purchase, lease, hire or otherwise acquire any assets or rights of any
description that he, in his absolute discretion, considers necessary or desirable for the
improvement or realisation of the whole or any part of the Security Assets or otherwise for
the benefit of the whole or any part of the Security Assets.
	 
	9.15	 	Protection of assets
	 
	 	 	A Receiver may effect any repair or insurance and do any other act which the Chargor might
do in the ordinary conduct of its business to protect, preserve, maintain, manage or improve
any Security Asset as he thinks fit.
	 
	9.16	 	Other powers
	 
	 	 	A Receiver may:






	 	(a)	 	do all other acts and things which he may consider desirable or necessary for
realising any Security Asset or incidental or conducive to any of the rights, powers or
discretions conferred on a Receiver under or by virtue of this Deed or law;
	 
	 	(b)	 	exercise in relation to any Security Asset all the powers, authorities and
things which he would be capable of exercising if he were the absolute beneficial owner
of that Security Asset; and
	 
	 	(c)	 	use the name of the Chargor for any of the above purposes.




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	10.	 	APPLICATION OF PROCEEDS
	 
	(a)	 	Any moneys received by the Chargee or any Receiver after this Security has become enforceable
must be applied in the order of priority as set out in clause 5.7 (Partial payment) of the
Guarantee and Undertaking.
	 
	(b)	 	This Clause is subject to the payment of any claims having priority over this Security. This
Clause does not prejudice the right of any Finance Party to recover any shortfall from the
Chargor.
	 
	11.	 	EXPENSES AND INDEMNITY
	 
	(a)	 	The Chargor must:






	 	(i)	 	immediately on demand pay all costs and expenses (including legal fees)
incurred in connection with this Deed by any Finance Party, Receiver, attorney,
manager, agent or other person appointed by the Chargee under this Deed including any
arising from any actual or alleged breach by any person of any law or regulation,
whether relating to the environment or otherwise; and
	 
	 	(ii)	 	keep each of them indemnified against any failure or delay in paying those
costs or expenses.






	(b)	 	This Clause shall survive any termination of this Deed.
	 
	12.	 	DELEGATION
	 
	12.1	 	Power of Attorney
	 
	 	 	The Chargee or any Receiver may delegate by power of attorney or in any other manner to any
person any right, power or discretion exercisable by it under this Deed.
	 
	12.2	 	Terms
	 
	 	 	Any such delegation may be made upon any terms (including power to sub-delegate) which the
Chargee or any Receiver may think fit.
	 
	12.3	 	Liability
	 
	 	 	Neither the Chargee nor any Receiver will be in any way liable or responsible to the Chargor
for any loss or liability arising from any act, default, omission or misconduct on the part
of any delegate or sub-delegate except where such loss or liability results from the gross
negligence or wilful misconduct of the Chargee or that Receiver.
	 
	13.	 	FURTHER ASSURANCES
	 
	 	 	The Chargor must, at its own expense, take whatever action the Chargee or a Receiver may
require for:






	 	(a)	 	creating, perfecting or protecting any security intended to be created by this
Deed; or
	 
	 	(b)	 	facilitating the realisation of any Security Asset, or the exercise of any
right, power or discretion exercisable, by the Chargee or any Receiver or any of its
delegates or sub-delegates in respect of any Security Asset.




12









 












	 	 	This includes:






	 	(i)	 	the execution of any transfer, conveyance, assignment or assurance of any
property, whether to the Chargee or to its nominee; or
	 
	 	(ii)	 	the giving of any notice, order or direction and the making of any registration
or renewal,






	 	 	which, in any such case, the Chargee may think expedient.
	 
	14.	 	POWER OF ATTORNEY
	 
	 	 	The Chargor, by way of security, irrevocably and severally appoints the Chargee, each
Receiver and any of its delegates or sub-delegates to be its attorney to take any action
which the Chargor is obliged to take (but failed to take) under this Deed. The Chargor
ratifies and confirms whatever any attorney does or purports to do under its appointment
under this Clause.
	 
	15.	 	PRESERVATION OF SECURITY
	 
	15.1	 	Continuing security
	 
	 	 	This Security is a continuing security and will extend to the ultimate balance of the
Secured Liabilities regardless of any intermediate payment or discharge in whole or in part.
	 
	15.2	 	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 Chargor
under this Deed 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.
	 
	15.3	 	Waiver of defences
	 
	 	 	The obligations of the Chargor under this Deed will not be affected by any act, omission or
thing which, but for this provision, would reduce, release or prejudice any of its
obligations under this Deed (whether or not known to the Chargor or any Finance Party).
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;




13









 












	 	(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 (however fundamental) 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 the failure by any member of the Group to enter into or be bound by any Finance
Document; or
	 
	 	(h)	 	any insolvency or similar proceedings.






	15.4	 	Immediate recourse
	 
	(a)	 	The Chargor 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 rights or security or claim
payment from any person or file any proof or claim in any insolvency, administration, winding
up or liquidation proceeding relative to any other Obligor or any other person before claiming
from the Chargor under this Deed.
	 
	(b)	 	This waiver applies irrespective of any law or provision of a Finance Document to the
contrary.
	 
	15.5	 	Appropriations
	 
	 	 	Each Finance Party (or any trustee or agent on its behalf) may at any time during the
Security Period without affecting the liability of the Chargor under this Deed:





	 	 	 	 	 
	(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 the same 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 Chargor or on account
of the liability of the Chargor under this Deed.







	15.6	 	Non-competition
	 
	 	 	Unless:






	 	(a)	 	the Security Period has expired; or
	 
	 	(b)	 	the Chargee otherwise requests,






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






	 	(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 Chargor’s liability under this Deed;




14









 












	 	(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 Chargor must hold in trust for and immediately pay or transfer to the Chargee 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 the Chargee under this Clause.
	 
	15.7	 	Additional security
	 
	(a)	 	This Security is in addition to and is not in any way prejudiced by any other security now or
subsequently held by any Finance Party.
	 
	(b)	 	No prior security held by any Finance Party (in its capacity as such or otherwise) over any
Security Asset will merge into this Security.
	 
	15.8	 	Security held by Chargor
	 
	 	 	The Chargor must not, without the prior consent of the Chargee, hold any security from any
other Obligor in respect of the Chargor’s liability under this Deed. The Chargor will hold
any security held by it in breach of this provision on trust for the Chargee.
	 
	16.	 	MISCELLANEOUS
	 
	16.1	 	Covenant to pay
	 
	 	 	The Chargor must pay or discharge the Secured Liabilities in the manner provided for in the
Finance Documents provided that the liability of the Chargor under this covenant is limited
to the net proceeds of sale or enforcement of the Security Assets.
	 
	16.2	 	New Accounts
	 
	(a)	 	If any subsequent charge or other interest affects any Security Asset, a Finance Party may
open a new account with the Chargor.
	 
	(b)	 	If the Finance Party does not open a new account, it will nevertheless be treated as if it
had done so at the time when it received or was deemed to have received notice of that charge
or other account.
	 
	(c)	 	As from that time all payments made to the Finance Party will be credited or be treated as
having been credited to the new account and will not operate to reduce any Secured Liability.
	 
	16.3	 	Time deposits
	 
	 	 	Without prejudice to any right of set-off any Finance Party may have under any other Finance
Document or otherwise, if any time deposit matures on any account the Chargor has with any
Finance Party within the Security Period when:






	 	(a)	 	this Security has become enforceable; and
	 
	 	(b)	 	no Secured Liability is due and payable,





15









 






	 	 	that time deposit will automatically be renewed for any further maturity which that Finance
Party considers appropriate.
	 
	16.4	 	Certificates and determinations
	 
	 	 	Any certification or determination by the Chargee of an amount under this Deed will be, in
the absence of manifest error, conclusive evidence of the matters to which it relates.
	 
	16.5	 	Disclosure of information
	 
	 	 	Each Secured Party may disclose information in connection with this Deed in accordance with
clause 16 (Disclosure of information) of the Guarantee and Undertaking.
	 
	17.	 	RELEASE
	 
	(a)	 	At the end of the Security Period, the Finance Parties must, at the request and cost of the
Chargor, take whatever action is reasonably necessary to release the Security Assets from this
Security.
	 
	(b)	 	Any release in relation to the Chargor will be conditional upon no security or payment to the
Chargee by or on behalf of the Chargor and/or any other Obligor being avoided or reduced by
virtue of any bankruptcy, insolvency, liquidation or similar laws of general application and
will in those circumstances be void.
	 
	18.	 	SEVERABILITY
	 
	 	 	If a term of this Deed 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 Deed; or
	 
	 	(b)	 	the legality, validity or enforceability in any other jurisdiction of that or
any other term of this Deed.






	19.	 	NOTICES
	 
	19.1	 	In writing
	 
	(a)	 	Any communication in connection with this Deed 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 Deed, 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 Deed must
be given in writing.




16









 












	19.2	 	Contact details
	 
	(a)	 	Except as provided below, the contact details of each Party for all communications in
connection with this Deed are those notified by that Party for this purpose to the Chargee on
or before the date it becomes a Party.
	 
	(b)	 	The contact details of the Chargor for this purpose are:





	 	 	 	 	 
	 

	 	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 Chargee 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)	 	Any Party may change its contact details by giving five Business Days’ notice to the other
Party.
	 
	(e)	 	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.
	 
	19.3	 	Effectiveness
	 
	(a)	 	Except as provided below, any communication in connection with this Deed 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 Chargee will only be effective on actual receipt by it.
	 
	20.	 	LANGUAGE
	 
	 	 	Any notice given in connection with this Deed must be in English.




17









 












	21.	 	AMENDMENTS AND WAIVERS
	 
	21.1	 	Procedures
	 
	 	 	Subject to the Guarantee and Undertaking, any term of this Deed may be amended or waived
with the agreement of the Chargor and the Chargee. The Chargee may effect, on behalf of any
Finance Party, an amendment or waiver allowed under this Clause.
	 
	21.2	 	Waivers and remedies cumulative
	 
	 	 	The rights of each Finance Party under this Deed:






	 	(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.
	 
	22.	 	SET-OFF
	 
	 	 	A Finance Party may set off any matured obligation owed to it by the Chargor under this Deed
(to the extent beneficially owned by that Finance Party) against any obligation (whether or
not matured) owed by that Finance Party to the Chargor, regardless of the place of payment,
booking branch or currency of either obligation. If the obligations are in different
currencies, the Finance Party may convert either obligation at a market rate of exchange in
its usual course of business for the purpose of the set-off.
	 
	23.	 	PRO-RATA SHARING
	 
	 	 	Clause 18 (Pro Rata Sharing) of the Guarantee and Undertaking shall apply to any amount
owing by the Chargor under this Deed to a Finance Party and is discharged by payment,
set-off or any other manner other than in accordance with the Guarantee and Undertaking.
	 
	24.	 	CHANGES TO THE PARTIES
	 
	24.1	 	The Chargor
	 
	 	 	The Chargor may not assign or transfer any of its rights or obligations under this Deed.
24.2 The Finance Parties
	 
	(a)	 	The Chargor consents to any assignment, transfer, novation or sub-participation of a Finance
Document under a Finance Document.
	 
	(b)	 	Any reference in this Deed to a Finance Party includes a new Finance Party under any Finance
Document.
	 
	(c)	 	Any new Finance Party under any Finance Document shall enter into and deliver an accession
deed substantially in the form of Schedule 2 (Form of accession deed) to this Deed in the
capacity stated in such accession deed.










18









 












	25.	 	COUNTERPARTS
	 
	 	 	This Deed 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 Deed.
	 
	26.	 	GOVERNING LAW
	 
	 	 	This Deed is governed by Hong Kong law.
	 
	27.	 	ENFORCEMENT
	 
	27.1	 	Jurisdiction
	 
	(a)	 	The Hong Kong courts have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Deed.
	 
	(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 Deed. The Chargor 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 Deed.
	 
	(c)	 	This Clause is for the benefit of the Finance Parties only. To the extent allowed by law,
the Finance Parties may take:






	 	(i)	 	proceedings in any other court; and
	 
	 	(ii)	 	concurrent proceedings in any number of jurisdictions.






	(d)	 	References in this Clause to a dispute in connection with this Deed includes any dispute as
to the existence, validity or termination of this Deed.
	 
	27.2	 	Service of process
	 
	(a)	 	The Chargor irrevocably appoints the HK Key Subsidiary as its agent under this Deed for
service of process in any proceedings before the Hong Kong courts in connection with this
Deed.
	 
	(b)	 	If any person appointed as process agent under this Clause is unable for any reason to so
act, the Chargor must immediately (and in any event within five days of the event taking
place) appoint another agent on terms acceptable to the Chargee. Failing this, the Chargee
may appoint process another agent for this purpose.
	 
	(c)	 	The Chargor 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.
	 
	27.3	 	Waiver of immunity
	 
	 	 	The Chargor 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;




19









 












	 	(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.






	27.4	 	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 DEED MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY COURT.





This Deed has been entered into as a deed on the date stated at the beginning of this Deed.



20









 





SCHEDULE 1




FORM OF LETTERS FOR ACCOUNT BANK




PART 1




NOTICE TO ACCOUNT BANK




[On the letterhead of the Chargor]




To:     [Account Bank]




[Date]




Dear Sirs,




Account Charge dated 13 February 2009 between Cyber Power Group Limited

and Gold Sun Day Limited (the Security Document)




This letter constitutes notice to you that under the Security Document we have charged (by way of a
first fixed charge) in favour of Gold Sun Day Limited (the Chargee) all our rights in respect of
any amount moneys standing to the credit of the following account maintained by us with you:
[specify account details] (the Account).



We irrevocably instruct and authorise you to:




	(a)	 	disclose to the Chargee any information relating to the Account requested from you by the
Chargee;
	 
	(b)	 	comply with the terms of any written notice or instruction relating to the Account received
by you from the Chargee;
	 
	(c)	 	hold all sums standing to the credit of the Account to the order of the Chargee; and
	 
	(d)	 	pay or release any sum standing to the credit of the Account in accordance with the written
instructions of the Chargee.





We are not permitted to withdraw any amount from the Account without the prior written consent of
the Chargee.



We acknowledge that you may comply with the instructions in this letter without any further
permission from us.



We enclose a copy of the Security Document.



The instructions in this letter may not be revoked or amended without the prior written consent of
the Chargee.



This letter is governed by Hong Kong law.



21









 





Please confirm your agreement to the above by sending the attached acknowledgement to the Chargee
at:



	 	 	 
	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,






with a copy to ourselves.



Yours faithfully,




	 	 	 
	 

(Authorised Signatory)

	 	 
	 
	 	 
	Cyber Power Group Limited
	 	 






22









 





PART 2




ACKNOWLEDGEMENT OF ACCOUNT BANK




[On the letterhead of the Account Bank]




	 	 	 
	To:

	 	Gold Sun Day Limited
	 
	 	 
	Copy:

	 	Cyber Power Group Limited






[Date]




Dear Sirs,




Account Charge dated 13 February 2009 between Cyber Power Group Limited

and Gold Sun Day Limited (the Security Document)




We confirm receipt from Cyber Power Group Limited (the Chargor) of a notice dated [ ]
2009 of a charge upon the terms of the Security Document over all the rights of the Chargor to any
amount standing to the credit of the following account of the Chargor with us: [specify account
details] (the Account).



We confirm that we:




	(a)	 	accept the instructions contained in the notice and agree to comply with the notice;
	 
	(b)	 	have not received notice of the interest of any third party in the Account;
	 
	(c)	 	have neither claimed nor exercised, nor will claim or exercise, any security interest,
set-off, counter-claim or other right in respect of the Account; and
	 
	(d)	 	will not permit any amount to be withdrawn from the Account without your prior written
consent.





This letter is governed by Hong Kong law.



Yours faithfully,




	 	 	 
	 

(Authorised signatory)

	 	 
	[Account Bank]
	 	 






23









 






SCHEDULE 2




ACCESSION DEED




	 	 	 
	To:

	 	Gold Sun Day Limited
	 
	 	 
	From:

	 	[PROPOSED NEW FINANCE PARTY]






Copy to: CYBER POWER GROUP LIMITED




Date:     [                    ]



CYBER POWER GROUP LIMITED




Account Charge dated 13 February 2009

(the Security Document)




We refer to the Security Document. Words and expressions defined in the Security Document 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
Security Document as a [                    ].



Our contact details are as follows:



[



].




This deed is a Finance Document.



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



By:




[PROPOSED NEW FINANCE PARTY]




[Execution under seal]





24









 








SIGNATORIES




Chargor




	 	 	 	 	 	 	 
	EXECUTED AS A DEED

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	/s/ Zongwei Li
	CYBER POWER GROUP LIMITED

	 	 	)	 	 	Duly Authorised Signatory
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	Name: Zongwei (Bryan) Li
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	Title: Chief Financial Officer
	in the presence of:

	 	 	)	 	 	 






Witness signature: /s/ Erica Fung

Witness address:

Witness name: Erica Fung




HK Account Charge




 









 





Chargee




GOLD SUN DAY LIMITED




By: /s/ Grace Tan & Alexander Shaik




HK Account Charge