EX-4.20






Exhibit 4.20

English Translation




Guarantee Contract under Loan Contract No. 1300401212008510121




GUARANTEE CONTRACT

IN CONNECTION WITH




CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN




 









 





	 	 	 
	Guarantor: 

Lender:

	 	Baoding Tianwei Yingli New Energy Resources Company Limited

China Development Bank






Guarantor: Baoding Tianwei Yingli New Energy Resources Company Limited




Domicile: No.3055, Fuxing Middle Road, National New& High-Tech Industrial 

                 Development Zone, Baoding

Legal Representative: Ding Qiang

Postcode: 071051

Handling Person: Liu Yang

Tel: 0312-3100500

Fax: 0312-3151881




Lender: China Development Bank




Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing

Legal Representative: Chen Yuan

Postcode: 100037

Handling Branch: Hebei Province Branch, China Development Bank

Domicile of Handling Branch: Building B, Yuyuan Plaza, 9 Yuhua West Road, 

Shijiazhuang

Head of Handling Branch: Wang Lihong

Post Code: 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 Lender (the “Main
Contract”), the Guarantor desires to provide a security in favor of the Lender. Upon consultations
and mutual agreement the Guarantor and the Lender hereby enter into this Contract:




ARTICLE 1




DEFINITIONS



Unless otherwise set out herein, relevant capitalized terms used herein shall have the same
meanings as in the Main Contract.




ARTICLE 2




SCOPE OF GUARANTEE



Pursuant to the Main Contract, the Borrower shall borrow from the Lender 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 Guarantor desires to provide a guarantee in favor of the Lender in respect of the repayment or
payment by the Borrower of any and all principal, interest, penalty interest, indemnity, liquidated
damages, damages and claims 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 3




FORM OF GUARANTEE



The Guarantor provides a joint and several liability guarantee in favour of the Lender within the
scope of guarantee hereunder.



Irrespective of whether the Borrower has provided a security in rem in respect of the Main
Contract, if the Borrower fails to fully repay, in accordance with the provisions of the Main
Contract, the debts falling within the scope of the guarantee hereunder, the Lender shall be
entitled to directly demand the Guarantor to assume its guarantee liability. The Guarantor shall
settle such debts in lieu of the Borrower within 30 days of receipt of the Lender’s written notice
requesting the Guarantor to perform its guarantee obligations.




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ARTICLE 4




TERM OF GUARANTEE



The term of guarantee hereunder shall be one year from the date/s when the performance period of
each relevant debt under the Main Contract has expired.




ARTICLE 5




REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR



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



(2) The Guarantor is not involved in any litigation or arbitration that will affect its financial
condition or normal business operations;



(3) The most recent annual financial and accounting reports provided by the Guarantor to the Lender
are true, accurate and complete and the financial condition of the Guarantor has not shown signs of
deterioration since the most recent reporting date;



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



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



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




ARTICLE 6




OBLIGATIONS OF THE GUARANTOR



(1) The Guarantor shall prior to May 10 of each year submit to the Lender its financial statements
of the preceding fiscal year, as audited by an accounting firm;



(2) The Guarantor shall promptly submit such other documents as requested by the Lender;



(3) If there occurs any event that affects or may affect the performance by the Guarantor of its
obligations hereunder, the Guarantor shall promptly notify the Lender of the same;



(4) The Guarantor shall obtain prior written consent of the Lender with respect to any




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transfer of its operating assets amounting to 20% or above of its total assets;



(5) In the event of a merger, spin-off, shareholding system restructuring, structural reform or
other material ownership structure change, the Guarantor shall provide the Lender with a 7 days
notice of the relevant plan of change and must obtain the Lender’s written consent thereto. Such
plans of change shall not prejudice the legitimate rights and interest of the Lender under this
Contract;



(6) If the Guarantor provides security to a third party and if the cumulative security amount will
exceed 50% of the net assets stated in the financial statements of the most recent fiscal year of
the Guarantor, the Guarantor must obtain from the Lender its prior written consent thereto;



(7) In the event of a change to its company name, domicile, legal representative, registered
capital, business scope, company type, or its articles of association, or in the event of a
material financial or personnel change, the Guarantor shall provide a 10 days prior written notice
to the Lender and shall file relevant documents with the Lender for record;



(8) The Guarantor shall not enter into any document or take any action which may harm the interest
of the Lender.




ARTICLE 7




BREACH OF CONTRACT LIABILITIES



If the Guarantor violates the provisions of this Contract, or if any of the representations or
warranties of the Guarantor in Article 5 hereof is proved incorrect or misleading, and if the
Lender has as a result suffered financial losses, the Guarantor shall indemnify against such
losses.




ARTICLE 8




MODIFICATION AND ASSIGNMENT OF THE CONTRACT



(1) Unless otherwise provided herein, any modification to this Contract shall be made by mutual
agreement of the Guarantor and the Lender in the form of a written instrument.



(2) If the Lender lawfully assigns its claims under the Main Contract, the Guarantor shall continue
to assume joint and several guarantee liabilities within the scope of guarantee hereunder.



(3) Where the Lender permits the Borrower to assign its debts under the Main Contract, such
assignment must obtain the written consent of the Guarantor. The Guarantor shall no longer assume
the guarantee liability in respect of debts which are assigned in the absence


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of its consent.



(4) If, during the term of guarantee, the Lender and the Borrower adjust the loan amount or the
loan interest rate under the Main Contract (with the exception of any Main Contract loan interest
rate adjustment made in accordance with the requirements of the People’s Bank of China) without the
consent of the Guarantor, then, the Guarantor shall: (i) where such adjustment has lessened the
debt of the Borrower, continue to assume guarantee liability in respect of the modified contract;
or, (ii) where such adjustment has increased the debt of the Borrower, be exempt from assuming the
guarantee liability in respect of such increased portion.



If, without the written consent of the Guarantor, the Lender and the Borrower modify the
performance periods of the repayment plan set out in the Main Contract, the term of guarantee shall
then be the term of guarantee set out in the original contract or such term of guarantee as
prescribed by law.



If, by mutual agreement, the Lender and the Borrower have modified the content of the Main Contract
but have not actually implemented such modified contract, the Guarantor shall continue to assume
the guarantee liability.



(5) If, by mutual agreement, the Lender and the Borrower have modified the drawdown plan set out
in the Main Contract, the Guarantor shall continue to assume the guarantee liability.




ARTICLE 9




RESOLUTION OF DISPUTE



Any dispute between the Guarantor and the Lender 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 Lender.




ARTICLE 10




MISCELLANEOUS



(1) Matters not covered by this Contract shall be dealt with by the Guarantor and the Lender
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 three originals (with the Guarantor, the Lender and the
Borrower each holding one copy thereof) and in seven duplicates.




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ARTICLE 11




EFFECTIVENESS OF THE CONTRACT



The Contract shall become effective as from the date of signature and sealing by the Guarantor and
the Lender.




Guarantor: Baoding Tianwei Yingli New Energy Resources Company Limited (Company Seal)




	 	 	 
	Legal Representative
	 	 
	 
	 	 
	(or Authorized Representative):

	 	(signature) /s/Liansheng Miao
	 
	 	 
	 

	 	___(mm)___(dd) ___(yy)
	 
	 	 
	Opening Bank & Account No. of Guarantor:
	 
	 	 
	Lender:  China Development Bank

	 	
	 
	 	 
	           
   (Special Seal for Contracts)

	
	 
	 	 
	Legal Representative
	 	 
	 
	 	 
	(or Authorized Representative):

	 	(Signature) /s/Lihong Wang
	 
	 	 
	 

	 	___(mm)___(dd) ___(yy)







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