EX-4.21






Exhibit 4.21

English Translation




LOAN CONTRACT




(Export Seller’s Credit for General M&E Products and High-Tech Products)




Contract No.: (2009) Jin Chu Yin (Jing Xin He) Zi No. 19031





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Title	 	 	 	Page
	Chapter 1

	 	Amount, Purpose and Term of the Loan
	 	 	1	 
	Chapter 2

	 	Interest Rate and Interest Calculation and Collection
	 	 	2	 
	Chapter 3

	 	Drawdown of the Loan
	 	 	3	 
	Chapter 4

	 	Representations and Covenants of the Borrower
	 	 	3	 
	Chapter 5

	 	Participation of Agent
	 	 	6	 
	Chapter 6

	 	Repayment of the Loan
	 	 	6	 
	Chapter 7

	 	Events of Default and Handling
	 	 	7	 
	Chapter 8

	 	Amendment to Contract
	 	 	9	 
	Chapter 9

	 	Set-off, Assignment and Waiver
	 	 	10	 
	Chapter 10

	 	Governing Law and Dispute Resolution
	 	 	10	 
	Chapter 11

	 	Miscellaneous
	 	 	10	 






 









 





This Loan Contract (Contract No.: (2009) Jin Chu Yin (Jing Xin He) Zi No.
19031) (this “Contract”) is executed on April 16, 2009 by and between:



Borrower: Baoding Tianwei Yingli New Energy Resources Co., Ltd. (the “Borrower”)




	 	 	 	 	 
	Legal Representative:

	 	Qiang Ding

	Address:

	 	3055 Fuxingzhong Road, High-tech Industrial Development Zone Baoding, Heibei

	Post Code:

	 	071051
	Telephone:

	 	0312-8929705
	Bank:

	 	Baoding Tianwei West Road Sub-branch, China Construction Bank
Corporation

	Account Number:

	 	13001665608050500212





Lender: The Export-Import Bank of China (the “Lender”)




	 	 	 	 	 
	Legal Representative:

	 	Ruogu Li
	Address:

	 	30 Fuxingmennei Street, Xicheng District, Beijing
	Post Code:

	 	100031
	Telephone:

	 	010-64099532
	Facsimile:

	 	010-64099534






WHEREAS:



The Borrower has submitted an application to the Lender for an export seller’s credit facility with
respect to the export of certain high-tech products (the “Products”). After examination, the
Lender agrees to make such loan upon the terms and conditions hereof. The Lender hereby authorizes
Beijing Branch of the Export-Import Bank of China to be responsible for the disbursement
and recovery of, and all matters relating to the management of, the Loan hereunder. All acts made
by Beijing Branch of the Export-Import Bank of China for the purpose of the disbursement,
recovery, supervision and management of the Loan hereunder shall be deemed as the acts of the
Lender.



In order to define the rights and obligations of the Lender and the Borrower, pursuant to the
Contract Law of the People’s Republic of China and the relevant laws and regulations, the parties
hereby agree to enter into this Contract through consultation.



In this Contract, with respect to any clause marked with “ ̈”, please tick “ü” (if selected)
or tick “×” (if not selected).




Chapter 1 Amount, Purpose and Term of the Loan




          Article 1           Subject to the terms and conditions herein, the Lender




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agrees to grant to the Borrower an export seller’s credit facility in an aggregate amount not exceeding ¥700 Million (in word: Renminbi Seven Hundred Million Yuan)
(the “Loan”).




          Article 2           In accordance with the relevant financial policies of the People’s Bank of China and
the provisions of the Administrative Rules of The Export-Import Bank of China on the Export
Seller’s Credit for High-Tech Products, the Loan hereunder shall be used exclusively for the
financing of the export of the Products by the Borrower. Without the prior written consent of the
Lender, the Borrower shall not change the purpose of the Loan hereunder.




          Article 3           The term of the Loan hereunder shall be eighteen (18) months, commencing from the
first drawdown date and ending on the final repayment date of the Loan (the “Term”).




Chapter 2 Interest Rate and Interest Calculation and Collection




          Article 4           The interest rate in Renminbi applied to the Loan under this Contract is determined
in accordance with the interest rate for export seller’s credit facility specified by the People’s
Bank of China, and shall be determined on a quarterly basis. The interest rate for the first
quarter hereunder shall be three point five percent (3.5%) per annum. The annual interest
rate determined for each quarter thereafter upon expiration shall be adjusted based on the interest
rate for the loan of equivalent class specified by the People’s Bank of China.




          Article 5           Interest shall accrue under this Contract from the actual drawdown date of the
Borrower and be calculated based on the actual drawdown amount and actual number of days elapsed
and a year of 360 days.




          Article 6           If any Loan under this Contract is unpaid when due and payable, a default interest
at the rate of fifty percent (50%) higher than the interest rate set forth in Article 4 hereof
shall be collected by the Lender from the overdue date thereof.




          Article 7           If any Loan under this Contract is misappropriated, a default interest at the rate
of one hundred percent (100%) higher than the interest rate set forth in Article 4 hereof shall be
collected by the Lender from the misappropriation date thereof.




          Article 8           The interest on the Loan shall be calculated and collected by the Lender on a
quarterly basis. The Borrower shall open an account with the Lender, and pay the interest to such
account by the 21st of the last month of each quarter. In the event that the Borrower
fails to pay any interest when due, a compound



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interest shall be calculated and collected by the Lender on such unpaid interest during the Term at the rate set forth in
Article 4 hereof on a quarterly basis; provided,
however that if the Borrower fails to pay any interest on the overdue or misappropriated
Loan, a compound interest shall be calculated and collected on the default interest rate for the
overdue or misappropriated loan.




Chapter 3 Drawdown of the Loan




          Article 9           The Borrower shall utilize the Loan by submitting a drawdown notice in the form of
Exhibit I hereto, the borrowing certificate and the relevant documents and materials required by
the Lender in advance. Upon examination and approval by the Lender, it may make the Loan to the
Borrower.




          The duplicate copies of the foregoing documents should be certified by the authorized
signatory of the Borrower as true, complete and valid by way of signature and affixed with the chop
consistent with the specimen chop of the Borrower.




          Article 10           The Borrower shall further satisfy the following conditions in order to utilize the
Loan: the drawdown period for the first drawdown by the Borrower of the Loan hereunder shall be
three (3) months (commencing from the effective date hereof).




          1. The Borrower has opened the relevant accounts as required by the Lender;




          Special provisions:




                                                                           
               




                                                                           
               




                                                                           
               (None)




          Article 11           If there is no drawdown within the period set forth above, the Lender shall have
the right to cancel the Loan in its entirety hereunder until this Contract is terminated.




Chapter 4 Representations and Covenants of the Borrower




          Article 12           The Borrower represents to the Lender as follows:





	 	1.	 	It is an enterprise legal person duly established and validly existing in
accordance with law with independent legal person status;
	 
	 	2.	 	It has full qualification and right to enter into and perform its obligations
under this Contract;




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	 	3.	 	It has read seriously and fully understood and accepted the content of this
Contract, and it has voluntarily agreed to execute and perform this Contract and all
of its expressions of intent are true;
	 	4.	 	The execution of this Contract and performance of its obligations hereunder
by the Borrower do not conflict with any other agreement executed by it or its
articles of association;
	 
	 	5.	 	The execution of this Contract by the Borrower has been authorized by all
necessary corporate action. This Contract has been duly executed by the Borrower’s
duly authorized legal representative and is binding on it.
	 
	 	6.	 	All documents, materials, statements and certificates provided by it to the
Lender for the Loan hereunder are true, complete, accurate and valid;
	 
	 	7.	 	The Borrower has not disguised any of the following events:






	 	(1)	 	Material violation by the Borrower of any law or regulation
by or related to the Borrower, or any claim being contested against or
related to the Borrower;
	 
	 	(2)	 	Material breach by the Borrower of any contract with any
other creditor;
	 
	 	(3)	 	Material obligation borne by the Borrower or any mortgage
or pledge provided to a third party by the Borrower;
	 
	 	(4)	 	Pending major lawsuit or arbitration procedure related to
the Borrower;
	 
	 	(5)	 	Division, consolidation, merger, being merged,
restructuring, reorganization or being reorganized to be a joint stock
company, or any disposal of its title by way of leasing, contracting,
association or trusteeship related to the Borrower; and
	 
	 	(6)	 	Any other event which may have a material adverse effect on
the financial status of the Borrower and its debt repayment ability.






	 	8.	 	The Borrower hereby confirms that it is fully aware that Beijing
Branch of the Export-Import Bank of China has been authorized by the Lender to be
responsible for the disbursement and recovery of, and all matters




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	 	 	 	relating to the management of, the Loan. The Borrower and the Lender shall be bound directly by this
Contract.





          Article 13           The Borrower covenants and warrants to the Lender that it shall complete the
following within the Term:





	 	1.	 	it shall provide the Lender with the latest financial statements on a quarterly
basis, and the audited financial statements of last year by the end of April of each
year; upon demand by the Lender from time to time, it shall provide documents and
materials such as reports and statements in relation to (including, but not limited to)
its operation and financial condition, and shall be responsible for the truthfulness,
accuracy and validity thereof;
	 
	 	2.	 	It shall submit to the Lender materials regarding the use of the Loan hereunder,
export of the Products and other relevant materials on a quarterly basis;
	 
	 	3.	 	It shall accept the credit investigation and supervision by the Lender and
provide full assistance and cooperation;
	 
	 	4.	 	It will open a bank account (the “Designated Account”) designated by the Lender
for the receipt and payment of the funds for the Products, and the funds in such account
shall be used exclusively for such purpose.
	 
	 	5.	 	Prior to the full payment of the principal of and interest on the Loan and other
sums payable hereunder, it shall obtain the Lender’s prior written consent before any
decrease of its registered capital, change in material title, adjustment of its
operation mode, including, but not limited to:






	 	(i)	 	entering into any equity or cooperative joint venture with
any foreign investor or any partner from Hong Kong, Macau or Taiwan;
	 
	 	(ii)	 	close-down, suspension of production, production switch,
division, consolidation, merger or being merged;
	 
	 	(iii)	 	restructuring, reorganization or being reorganized to be a
joint stock company;
	 
	 	(iv)	 	any equity participation or investment in any joint stock
company or limited liability company in the form of fixed assets (such as
buildings, machines and equipment) or intangible assets (such as trademarks,
patents, know-how and land use right);




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	 	(v)	 	any disposal of its title by way of leasing, contracting,
association or trusteeship.






	 	6.	 	It shall obtain the Lender’s consent before providing any debt guarantee,
mortgage, pledge or other form of security which would have an effect on the
creditor’s right to payment of the Lender;
	 
	 	7.	 	It shall handle the relevant settlement procedure hereunder with the bank
designated by the Lender;
	 
	 	8.	 	It shall not distribute any dividend to its shareholders in any form in the
event of any failure to pay any principal of or interest on the Loan or other sum
payable hereunder when due;
	 
	 	9.	 	In the event that any event of default set forth in Chapter 8 of this
Contract occurs or is likely to occur, it shall immediately notify the Lender within
three (3) days after becoming aware of such occurrence, and take reasonable and timely
remedial actions against such event.





Chapter 5 Participation of Agent




          Article 14           In order to secure the exclusive use and punctual repayment of the Loan hereunder,
the Lender entrusts Baoding Branch of the Industrial and Commercial Bank of China to act as
its agent under this Contract (the “Agent”). The Lender shall enter into an entrustment agreement
(the “Entrustment Agreement”, Agreement No.: (2009) Jin Chu Yin (Jing Xin Dai) Zi
No. 00212)) with the Borrower and the Agent separately.




          The Borrower shall comply with and perform its obligations under this Contract, and shall also
be bound by the Entrustment Agreement.




          Article 15           The Lender will entrust the Agent with the responsibilities of the disbursement of
the Loan, supervision of the use of the Loan and prompt transfer of the export settlement funds of
the Borrower to the Designated Account for repayment of the Loan to the Lender.




Chapter 6 Repayment of the Loan




          Article 16           The Borrower may repay the principal of the Loan hereunder in one or more
installments in the original currency within the Term set forth




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herein; provided, however, that the Borrower shall repay the Loan in its entirety prior to the last bank
business day (inclusive) of the Term.




          The portion of the Loan that has been repaid hereunder may be utilized in a recycling manner.
The Borrower shall submit to the Lender a drawdown notice in the form of Exhibit I hereto and the
relevant documents and materials required by the Lender in advance pursuant to Chapter 3 hereof,
and may utilize the Loan in a recycling manner upon the Lender’s examination and approval. The
Borrower shall repay the recycled Loan in its entirety prior to the last bank business day
(inclusive) of the Term.




          Article 17           The Borrower hereby authorizes the Lender to transfer promptly the export
settlement funds of the Borrower to the Designated Account for repayment of the Loan.




          Article 18           The Borrower shall be permitted to utilize the Loan in a recycling matter with a
utilization term not less than three (3) months. If the Borrower makes any prepayment prior to the
expiration of such utilization term, it shall submit an application in writing to the Lender ten
(10) business days in advance and obtain the consent from the Lender. The Lender shall have the
right to require the Borrower to pay a commitment fee for such prepayment. The calculation formula
for the loan commitment fee in Renminbi shall be as follows: Commitment Fee=Amount of
Prepayment×Days of Prepayment×0.05‰. The calculation formula for the loan commitment fee in foreign
exchange shall be as follows: Commitment Fee=Amount of Prepayment×Days of Prepayment×1%/360. In the
event that the Borrower fails to pay the commitment fee promptly as required by the Lender, it
shall pay a penalty in accordance with the relevant formula.




          Article 19           In the event that the Borrower applies for an extension of the Loan, the Borrower
shall submit a written application for such extension and the relevant materials (including, but
not limited to, the written confirmation of the guarantor for the extension of the Loan) at least
thirty (30) business days prior to the maturity date of the Loan. Upon examination and approval by
the Lender, the Borrower shall enter into an extension agreement for the Loan with the Lender
separately.




          Article 20           The Borrower shall complete the relevant sections of the remittance certificate for
repayment as required by the Lender (including, but not limited to, the contract number of this
Contract).




Chapter 7 Events of Default and Handling




          Article 21           Any of the following events shall constitute an event of default under this
Contract:




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	 	1.	 	The Borrower fails to pay any principal or interest when due and payable
pursuant to provisions of this Contract;
	 
	 	2.	 	The Borrower fails to use the Loan for the purpose set forth herein;
	 
	 	3.	 	The Borrower fails to draw the Loan as provided herein;
	 
	 	4.	 	The Borrower is in breach of the relevant provisions of the Entrustment
Agreement with respect to the Borrower;
	 
	 	5.	 	Any representation made by the Borrower under this Contract or any
representation made by the guarantor under the relevant guarantee contract proves to
be incorrect or misleading;
	 
	 	6.	 	The Borrower or the guarantor is in breach of any covenant or warrant made in
this Contract or the relevant guarantee contract;
	 
	 	7.	 	The Borrower is in material breach of any other contract to which it is a
party;
	 
	 	8.	 	The operation or financial status of the Borrower or the guarantor materially
deteriorates;
	 
	 	9.	 	Any collateral relating to the Loan hereunder depreciates or is destroyed or
lost;
	 
	 	10.	 	No repayment arrangement or debt restructuring satisfactory to the Lender has
been made in case of any merger, division or joint stock system reform of the Borrower
or the guarantor;
	 
	 	11.	 	The Borrower or the guarantor is or becomes bankrupt, dissolved, closed down
or cancelled;
	 
	 	12.	 	The Borrower fails to notify the Lender of the following events promptly:






	 	(i)	 	any material change in the export of its Products or
failure to realize its Products export plan in whole or in part;
	 
	 	(ii)	 	any amendment to its articles of association or any
substantial change in its business activities;
	 
	 	(iii)	 	any material amendment to its accounting principles;




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	 	(iv)	 	any material change in the financial, economic or other
status of it or any of its subsidiaries or its parent (including any
litigation, arbitration or administrative proceeding involving the Borrower which may
have a material adverse affect on its financial status or its ability to
perform its obligations in accordance with this Contract).






	 	13.	 	The Borrower is breach of any other provision of this Contract.





          Article 22           The Lender shall determine whether or not an event of default described above has
occurred and notify the Borrower thereof. Upon the occurrence of any event of default set forth
above, the Lender shall be entitled to take one or more of the following actions:





	 	(i)	 	request the Borrower to cure such breach within a set period of time;
	 
	 	(ii)	 	cancel the amount of the Loan unutilized by the Borrower;
	 
	 	(iii)	 	declare all outstanding Loan to be immediately due and require the Borrower
to immediately repay all outstanding principal of and interest on the Loan and other
sums payable;
	 
	 	(iv)	 	require the Borrower to procure additional or replacement guarantee(s) or
collateral;
	 
	 	(v)	 	deduct directly any amount not paid by the Borrower when due hereunder
(including, but not limited to, the principal of and interest on the Loan) from any
account in any currency maintained by the Borrower with any branch in or out of China
of the Agent or any other bank; or
	 
	 	(vi)	 	declare to exercise or realize any right under the relevant guarantee
relating to the Loan.





Chapter 8 Amendment to Contract




          Article 23           Any amendment or supplement to any provision of this Contract shall be made in
writing, and come into effect upon the joint execution and affixation of company chops by each of
the Borrower and the Lender subject to the terms and conditions hereof. Any amendment or
supplement to this Contract shall constitute an integral part of this Contract.




          Article 24           If any provision of this Contract becomes invalid as a result of any change in any
State law or regulation or any jurisdictional reason, the validity of the remaining provisions of
this Contract shall not be affected. The parties




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shall cooperate with each other closely to modify
the relevant provision of this Contract as soon as possible.




Chapter 9 Set-off, Assignment and Waiver




          Article 25           The Borrower shall pay the sum payable by it in full without any set-off or
counterclaim pursuant to the provisions hereof.




          Article 26           The Borrower may not assign any of its rights or obligations under this Contract to
any third party without the prior written consent of the Lender.




          Article 27           Any tolerance, extension, privilege or delay granted by the Lender to the Borrower
in connection with the performance of the obligations hereunder shall not affect, jeopardize or
restrict any right and interest of the Lender in accordance with this Contract, laws and
regulations, and it shall neither be deemed as a waiver by the Lender of its rights and interests
hereunder nor affect the performance by the Borrower of any of its obligations hereunder.




Chapter 10 Governing Law and Dispute Resolution




          Article 28           This Contract shall be governed by, and construed in accordance with, the laws of
the People’s Republic of China.




          Article 29           Any dispute or controversy arising out of the performance of this Contract or in
connection with this Contract shall be resolved by the parties through consultation. If no
settlement can be reached through such consultation, either party shall have the right to bring an
action before a People’s Court of competent jurisdiction in Beijing in accordance with law. The
parties hereby agree that any action arising out of or in connection with this Contract shall be
brought in the People’s Court of Beijing of competent jurisdiction.




Chapter 11 Miscellaneous




          Article 30           The drawdown notice in the form of Exhibit I hereto and other exhibits as jointly
confirmed by the parties shall constitute an integral part of this Contract with the same legal
validity as this Contract.




          Article 31           Where the context admits, any party referred hereunder shall include their
respective successors and permitted assigns.




          Article 32           Special provisions:




          The parties agree that, in addition to the interest on the Loan, a




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management fee representing 1.5% of the Loan amount shall be charged to the Borrower for this
Loan, and collected quarterly together with the interest on the Loan.




          Article 33   This Contract shall come into effect upon execution by the parties and
affixation of company chops, and shall automatically become null and void upon repayment of all the
principal of and interest on the Loan and other sums payable hereunder.




          Article 34 This Contract is made in two originals and two counterparts; the Lender and
the Borrower each shall keep one original, and the Lender and the Agent each shall keep one
counterpart.




(END OF TEXT)




Borrower: Baoding Tianwei Yingli New Energy Resources Co., Ltd. (Company Chop)




Legal Representative (Signature): /s/ Zongwei Li

(or Authorized Representative)




Lender: The Export-Import Bank of China (Company Chop)




Legal Representative (Signature): /s/ Jianhua Xu

(or Authorized Representative)




Date of Execution: April 16, 2009




Place of
Execution: 77 Beiheyan Street, Dongcheng District, Beijing





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