EX-4.1 RIGHTS AGREEMENT



 





Exhibit 4.1




 






RIGHTS AGREEMENT




YINGLI GREEN ENERGY HOLDING COMPANY LIMITED




and




RBC DEXIA CORPORATE SERVICES HONG KONG LIMITED




as Rights Agent




Dated as of October 17, 2007




 






 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Section 1. Certain Definitions
	 	 	1	 
	Section 2. Appointment of Rights Agent
	 	 	5	 
	Section 3. Issuance of Right Certificates
	 	 	5	 
	Section 4. Form of Right Certificates
	 	 	6	 
	Section 5. Countersignature and Registration
	 	 	7	 
	Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates
	 	 	7	 
	Section 7. Exercise of Rights, Purchase Price; Expiration Date of Rights
	 	 	8	 
	Section 8. Cancellation and Destruction of Right Certificates
	 	 	9	 
	Section 9. Availability of Ordinary Shares
	 	 	9	 
	Section 10. Ordinary Shares Record Date
	 	 	10	 
	Section 11. Adjustment of Purchase Price, Number and Kind of Shares and
Number of Rights
	 	 	11	 
	Section 12. Certificate of Adjusted Purchase Price or Number of Shares
	 	 	17	 
	Section 13. Consolidation, Merger, Amalgamation, Scheme of Arrangement
or Sale or Transfer of Assets or Earnings Power
	 	 	18	 
	Section 14. Fractional Rights and Fractional Shares
	 	 	21	 
	Section 15. Rights of Action
	 	 	22	 
	Section 16. Agreement of Right Holders
	 	 	22	 
	Section 17. Right Certificate Holder Not Deemed a Shareholder
	 	 	23	 
	Section 18. Concerning the Rights Agent
	 	 	23	 
	Section 19. Merger or Consolidation or Change of Rights Agent
	 	 	23	 
	Section 20. Duties of Rights Agent
	 	 	24	 
	Section 21. Change of Rights Agent
	 	 	26	 
	Section 22. Issuance of New Right Certificates
	 	 	26	 






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	 	 	Page	 
	Section 23. Redemption
	 	 	27	 
	Section 24. Exchange
	 	 	27	 
	Section 25. Notice of Certain Events
	 	 	28	 
	Section 26. Notices
	 	 	29	 
	Section 27. Supplements and Amendments
	 	 	29	 
	Section 28. Successors
	 	 	30	 
	Section 29. Benefits of this Rights Agreement
	 	 	30	 
	Section 30. Determinations and Actions by the Board of Directors
	 	 	30	 
	Section 31. Severability
	 	 	31	 
	Section 32. Governing Law
	 	 	31	 
	Section 33. Counterparts
	 	 	31	 
	Section 34. Descriptive Headings
	 	 	31	 
	Section 35. Force Majeure
	 	 	31	 






EXHIBITS




Exhibit A — Form of Right Certificate




Exhibit B — Form of Summary of Rights




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INDEX OF DEFINED TERMS




	 	 	 	 	 
	 	 	Page	 
	Acquiring Person
	 	 	1	 
	ADS
	 	 	2	 
	Affiliate
	 	 	2	 
	Associate
	 	 	2	 
	Authorized Officer
	 	 	25	 
	Beneficial Owner
	 	 	2	 
	Beneficial Ownership
	 	 	2	 
	beneficially own
	 	 	2	 
	Business Day
	 	 	3	 
	close of business
	 	 	3	 
	Company
	 	 	1	 
	Current Value
	 	 	12	 
	Distribution Date
	 	 	5	 
	Exchange Act
	 	 	2	 
	Exchange Ratio
	 	 	28	 
	Exempted Entity
	 	 	3	 
	Expiration Date
	 	 	8	 
	Final Expiration Date
	 	 	8	 
	Hong Kong
	 	 	3	 
	invalidation time
	 	 	11	 
	Nasdaq
	 	 	4	 
	NYSE
	 	 	4	 
	Ordinary Share
	 	 	4	 
	Ordinary Share equivalents
	 	 	12	 
	Original Rights
	 	 	2	 
	Person
	 	 	4	 
	Principal Party
	 	 	19	 
	Purchase Price
	 	 	8	 
	Record Date
	 	 	1	 
	Redemption Date
	 	 	8	 
	Redemption Price
	 	 	27	 
	Right
	 	 	1	 
	Right Certificate
	 	 	5	 
	Rights Agent
	 	 	1	 
	Rights Agreement
	 	 	1	 
	Section 11(a)(ii) Trigger Date
	 	 	13	 
	Securities Act
	 	 	4	 
	Security
	 	 	14	 
	Share Acquisition Date
	 	 	4	 
	Spread
	 	 	12	 
	Subscription Right
	 	 	4	 
	Subsidiary
	 	 	4	 
	Substitution Period
	 	 	13	 
	Summary of Rights
	 	 	5	 
	then outstanding
	 	 	2	 
	Tianwei Baobian
	 	 	4	 
	Tianwei Baobian Entity
	 	 	4	 
	Trading Day
	 	 	15	 
	Yingli Power Entity
	 	 	4	 







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RIGHTS AGREEMENT




          Rights Agreement, dated as of October 17, 2007 (as amended, supplemented or otherwise modified
from time to time, the “Rights Agreement”) between Yingli Green Energy Holding Company
Limited, a Cayman Islands company (the “Company”), and RBC Dexia Corporate Services Hong
Kong Limited (the “Rights Agent”).




WITNESSETH




          WHEREAS, the Board of Directors of the Company has on October 17, 2007, authorized the
distribution of one ordinary share purchase right (a “Right”) for each Ordinary Share (as
defined below) of the Company outstanding as of the close of business (as defined below) on October
26, 2007 (the “Record Date”) and the issuance of one Right (subject to adjustment as
provided herein) with respect to each Ordinary Share that shall become outstanding between the
Record Date and the earlier of the Distribution Date and the Expiration Date (as such terms are
hereinafter defined), each Right representing the right to purchase one Ordinary Share upon the
terms and subject to the conditions herein set forth.




          NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereby agree as follows:




          Section 1. Certain Definitions. For purposes of this Rights Agreement, the following
terms have the meaning indicated:




          (a) “Acquiring Person” shall mean any Person (as defined below) who or which shall be
the Beneficial Owner (as defined below) of 15% or more of the Ordinary Shares then outstanding, but
shall not include an Exempted Entity (as defined below); provided, however, that if
the Board of Directors of the Company determines that a Person who would otherwise be an “Acquiring
Person” has become such inadvertently (including, without limitation, because (A) such Person was
unaware that it beneficially owned a percentage of Ordinary Shares that would otherwise cause such
Person to be an “Acquiring Person” or (B) such Person was aware of the extent of its Beneficial
Ownership of Ordinary Shares but had no actual knowledge of the consequences of such Beneficial
Ownership under this Rights Agreement) and without any intention of changing or influencing control
of the Company, then such Person shall not be deemed to be or to have become an “Acquiring Person”
for any purposes of this Rights Agreement unless and until such Person shall have failed to divest
itself, as soon as practicable, if the Company so requests, of Beneficial Ownership of a sufficient
number of Ordinary Shares so that such Person would no longer otherwise qualify as an “Acquiring
Person”. Notwithstanding the foregoing, no Person shall be deemed an “Acquiring Person” as the
result of an acquisition of Ordinary Shares by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares beneficially owned by such Person to 15%
or more of Ordinary Shares then outstanding; provided, however, that if a Person
shall become the Beneficial Owner of 15% or more of
Ordinary Shares then outstanding by reason of such share acquisitions by the Company and
thereafter becomes the Beneficial Owner of any additional Ordinary Shares (other than pursuant to a
dividend or distribution paid or made by the Company on the outstanding Ordinary Shares or pursuant
to a split or subdivision of the




 









 







outstanding Ordinary Shares), then such Person shall be deemed to
be an “Acquiring Person,” subject to the proviso set forth in the first sentence of this Section
1(a), unless upon the consummation of the acquisition of such additional Ordinary Shares such
Person does not beneficially own 15% or more of Ordinary Shares then outstanding. The phrase
“then outstanding”, when used with reference to a Person’s Beneficial Ownership of
securities of the Company, shall mean the number of such securities then issued and outstanding
together with the number of such securities not then actually issued and outstanding which such
Person would be deemed to own beneficially hereunder.




          (b) “Affiliate” and “Associate” shall have the respective meanings ascribed to
such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended and in effect on the date of the Agreement (the “Exchange Act”).




          (c) A Person shall be deemed the “Beneficial Owner” of, shall be deemed to have
“Beneficial Ownership” of and shall be deemed to “beneficially own” any securities:





     (i) which such Person or any of such Person’s Affiliates or Associates is deemed to
beneficially own, directly or indirectly, within the meaning of Rule 13d-3 of the General
Rules and Regulations under the Exchange Act as in effect on the date of this Rights
Agreement;




     (ii) which such Person or any of such Person’s Affiliates or Associates has (A) the
right to acquire (whether such right is exercisable immediately or only after the passage of
time) pursuant to any agreement, arrangement or understanding (other than customary
agreements with and between underwriters and selling group members with respect to a bona
fide public offering of securities), written or otherwise, or upon the exercise of
conversion rights, exchange rights, rights (other than the Rights), warrants or options, an
American depositary share representing an ownership interest in an Ordinary Share (an
“ADS”) or otherwise; provided, however, that a Person shall not be
deemed the Beneficial Owner of, or to beneficially own, (x) securities tendered pursuant to
a tender or exchange offer made by or on behalf of such Person or any of such Person’s
Affiliates or Associates until such tendered securities are accepted for purchase or
exchange, (y) securities which such Person has a right to acquire on the exercise of Rights
at any time prior to the time a Person becomes an Acquiring Person or (z) securities
issuable upon exercise of Rights from and after the time a Person becomes an Acquiring
Person if such Rights were acquired by such Person or any of such Person’s Affiliates or
Associates prior to the Distribution Date or pursuant to Section 3 or Section 22 hereof
(the “Original Rights”) or pursuant to Section 11(i) or Section 11(n) with respect
to an adjustment to the Original Rights; or (B) the right to vote pursuant to any agreement,
arrangement or understanding, written or otherwise; provided, however, that
a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security
by reason of such agreement, arrangement or understanding if the
agreement, arrangement or understanding to vote such security (1) arises solely from a
revocable proxy or consent given to such Person in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the applicable rules and regulations
promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D under
the Exchange Act (or any comparable or successor report); or



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     (iii) which are beneficially owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof) with which such Person (or any of such Person’s Affiliates
or Associates) has any agreement, arrangement or understanding (whether or not in writing),
for the purpose of acquiring, holding, voting (except to the extent contemplated by the
proviso to this Section 1(c)(ii)(B)) or disposing of such securities of the Company;


provided, however, that (x) that nothing in this Section 1(c) shall cause a Person
engaged in business as an underwriter of securities to be the “Beneficial Owner” of, or to
“beneficially own,” any securities acquired through such Person’s participation in good faith in a
firm commitment underwriting until the expiration of forty days after the date of such acquisition,
and then only if such securities continue to be owned by such Person at such expiration of forty
days; (y) no Person who is an officer, director, or employee of an Exempted Entity shall be deemed,
solely by reason of such Person’s status or authority as such, to be the “Beneficial Owner” of, to
have “Beneficial Ownership” of or to “beneficially own” any securities that are “beneficially
owned” (as defined in this Section 1(c)), including, without limitation, in a fiduciary capacity,
by an Exempted Entity or by any other such officer, director or employee of an Exempted Entity; and
(z) a Person shall not be deemed the Beneficial Owner of, to have “Beneficial Ownership” of or to
beneficially own, Ordinary Shares (or securities convertible into, exchangeable into or exercisable
for Ordinary Shares) held by such Person in trust accounts, managed accounts and the like, or
otherwise held in a fiduciary capacity, that are Beneficially Owned by third Persons who are not
Affiliates or Associates of such Person.




          (d) “Business Day” shall mean any day other than a Saturday, a Sunday, or a day on
which banking institutions in the Hong Kong Special Administrative Region of the People’s Republic
of China (“Hong Kong” are authorized or obligated by law or executive order to close.




          (e) “close of business” on any given date shall mean 5:00 P.M., Hong Kong time, on
such date; provided, however, that if such date is not a Business Day it shall mean
5:00 P.M., Hong Kong time, on the next succeeding Business Day.




          (f) “Exempted Entity” shall mean (1) the Company, (2) any Subsidiary (as defined
below) of the Company (in the case of subclauses (1) and (2) including, without limitation, in its
fiduciary capacity), (3) any entity or trustee holding Ordinary Shares for or pursuant to the terms
of any employee benefit plan of the Company or of any Subsidiary of the Company or for the purpose
of funding any such plan or funding other employee benefits for employees of the Company or of any
Subsidiary of the Company, (4) any Yingli Power Entity; provided, however, that any
Yingli Power Entity shall only be deemed to be an Exempted Entity for so long as it beneficially
owns no more than 46.42% of the outstanding Ordinary Shares; and provided, further,
that any Yingli Power Entity shall cease to
be an Exempted Entity as of the date that it ceases to beneficially own 15% or more of Ordinary
Shares then outstanding and (5) any Tianwei Baobian Entity with respect to Ordinary Shares
of which it obains Beneficial Ownership pursuant to the Subscription Right or from a Yingli Power Entity;
provided, however, that any Tianwei Baobian Entity shall only be deemed to be an
Exempted Entity for so long as it beneficially owns no more than 26.78% of the outstanding Ordinary
Shares (excluding any Ordinary Shares as to which it acquires
Beneficial Ownership from a Yingli Power Entity); and
provided, further, that any




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Tianwei Baobian Entity shall cease to be an Exempted
Entity as of the date that it ceases to beneficially own 15% or more of Ordinary Shares then
outstanding.




          (h) “Nasdaq” shall mean The Nasdaq Stock Market’s National Market.




          (i) “NYSE” shall mean the New York Stock Exchange, Inc.




          (j) “Ordinary Share” when used with reference to the Company shall mean an ordinary
share, par value US$0.01 per share, of the Company at the date hereof or any other shares resulting
from successive changes or reclassifications of such ordinary shares. “Ordinary Share” when used
with reference to any Person other than the Company shall mean the capital stock (or, in the case
of an unincorporated entity, the equivalent equity interest) with the greatest voting power of such
other Person or, if such other Person is a subsidiary of another Person, the Person or Persons
which ultimately control such first-mentioned Person.




          (k) “Person” shall mean any individual, firm, corporation, partnership, limited
liability company, trust or other entity, and shall include any successor (by merger or otherwise)
of such entity.




          (l) “Securities Act” shall mean the Securities Act of 1933, as amended.




          (m) “Share Acquisition Date” shall mean the first date of public announcement (which
for purposes of this definition shall include, without limitation, a report filed pursuant to
Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person
has become such or such earlier date as a majority of the Board of Directors shall become aware of
the existence of an Acquiring Person.




          (n) “Subscription Right” shall mean Tianwei Baobian’s right to subscribe for Ordinary
Shares under Section 3 of the Joint Venture Contract dated as of August 25, 2006 between the
Company and Tianwei Baobian, as amended.




          (o) “Subsidiary” of any Person shall mean any corporation or other entity of which
securities or other ownership interests having ordinary voting power sufficient to elect a majority
of the board of directors or other persons performing similar functions are beneficially owned,
directly or indirectly, by such Person, and any corporation or other entity that is otherwise
controlled by such Person.




          (p) “Tianwei Baobian” shall mean Baoding Tianwei Baobian Electric Co., Ltd. a limited
liability company duly established and validly existing under the laws of the People’s Republic of
China.




          (q) “Tianwei Baobian Entity” shall mean Tianwei Baobian, or any Affiliate thereof.




          (r) “Yingli Power Entity” shall mean Yingli Power Holding Company Limited, a British
Virgin Islands company, or any Affiliate thereof.




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          Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent
to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3
hereof, shall prior to the Distribution Date also be the holders of Ordinary Shares) in accordance
with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable
upon ten (10) days’ prior notice to the Rights Agent. The Rights Agent shall have no duty to
supervise, and shall in no event be liable for the acts or omissions of any such co-Rights Agent.




          Section 3. Issuance of Right Certificates. (a) Until the close of business on the
earlier of (i) the tenth day after the Share Acquisition Date (or if the tenth day after the Share
Acquisition Date occurs before the Record Date, the Record Date), or (ii) the tenth Business Day
(or such later date as may be determined by action of the Board of Directors prior to such time as
any Person becomes an Acquiring Person) after the date of the commencement by any Person (other
than an Exempted Entity) of, or of the first public announcement of the intention of such Person
(other than an Exempted Entity) to commence, a tender or exchange offer the consummation of which
would result in any Person (other than an Exempted Entity) becoming the Beneficial Owner of 15% or
more of Ordinary Shares then outstanding (including, in the case of both clause (i) and (ii), any
such date which is after the date of this Rights Agreement and prior to the issuance of the Rights)
(the earlier of such dates being herein referred to as the “Distribution Date”), (x) the
Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for
Ordinary Shares registered in the names of the holders thereof and not by separate Right
Certificates (as defined below), and (y) the Rights will be transferable only in connection with
the transfer of Ordinary Shares. As soon as practicable after the Distribution Date, the Company
will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to
be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid
mail, to each registered holder of Ordinary Shares as of the close of business on the Distribution
Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the
address of such holder shown in the register of members of the Company, a Right Certificate, in
substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right
(subject to adjustment as provided herein) for each Ordinary Share so held. As of and after the
Distribution Date, the Rights will be evidenced solely by such Right Certificates.




          (b) As promptly as practicable following the Record Date, the Company will send a copy of a
Summary of Rights to Purchase Ordinary Shares, in substantially the form of Exhibit B hereto (the
“Summary of Rights”) to each registered holder of
Ordinary Shares as of the close of business on the Record Date (other than any Acquiring
Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown
in the register of members of the Company by first-class, postage-prepaid mail. With respect to
Ordinary Shares outstanding as of the Record Date, until the Distribution Date, the Rights
associated with such shares will be evidenced by the share certificate for such Ordinary Shares
registered in the names of the holders thereof together with the Summary of Rights. Until the
Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any
certificate for Ordinary Shares outstanding on the Record Date, with or without a copy of the
Summary of Rights, shall also constitute the transfer of the Rights associated with the Ordinary
Shares represented thereby.





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          (c) Rights shall be issued in respect of all Ordinary Shares issued or disposed of (including,
without limitation, upon issuance or reissuance of Ordinary Shares out of authorized but unissued
shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration
Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date.
Certificates issued for Ordinary Shares (including, without limitation, upon transfer of
outstanding Ordinary Shares or issuance or reissuance of Ordinary Shares out of authorized but
unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the
Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the
following legend:





“This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement between Yingli
Green Energy Holding Company Limited and RBC Dexia Corporate Services
Hong Kong Limited, as Rights Agent, dated as of October 17, 2007, as
the same may be amended, supplemented or otherwise modified from time
to time (the “Rights Agreement”), the terms of which are
hereby incorporated herein by reference and a copy of which is on
file at the principal executive offices of Yingli Green Energy
Holding Company Limited. Under certain circumstances, as set forth
in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate.
Yingli Green Energy Holding Company Limited will mail to the holder
of this certificate a copy of the Rights Agreement without charge
after receipt of a written request therefor. Under certain
circumstances, as set forth in the Rights Agreement, Rights owned by
or transferred to any Person who is or becomes an Acquiring Person
(as defined in the Rights Agreement) and certain transferees thereof
will become null and void and will no longer be transferable.”


With respect to such certificates containing the foregoing legend, until the Distribution Date, the
Rights associated with the Ordinary Shares represented by such certificates shall be evidenced by
such certificates alone, and the surrender for transfer of any such certificate, except as
otherwise provided herein, shall also constitute the transfer of the Rights associated with the
Ordinary Shares represented thereby. In the event that the Company purchases or otherwise acquires
any Ordinary Shares after the Record Date but prior to the Distribution Date, any Rights associated
with such Ordinary Shares shall be deemed cancelled and retired so that the Company shall not be
entitled to exercise any Rights associated with Ordinary Shares which are no longer outstanding.




          Notwithstanding this paragraph (c), the omission of a legend shall not affect the
enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.




          Section 4. Form of Right Certificates. The Right Certificates (and the forms of
election to purchase shares and of assignment to be printed on the reverse thereof) shall be
substantially in the form set forth in Exhibit A hereto and may have such marks of identification
or designation and such legends, summaries or endorsements printed thereon as the Company



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may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be
required to comply with any applicable law or with any rule or regulation made pursuant thereto or
with any rule or regulation of NYSE or of any other stock exchange or automated quotation system on
which the Rights may from time to time be listed, or to conform to usage. Subject to the
provisions of Sections 11 and 22 hereof, the Right Certificates shall entitle the holders thereof
to purchase such number of Ordinary Shares as shall be set forth therein at the Purchase Price (as
determined pursuant to Section 7), but the amount and type of securities purchasable upon the
exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided
herein.




          Section 5. Countersignature and Registration. (a) The Right Certificates shall be
executed on behalf of the Company by the Chief Executive Officer, the Vice President or the Chief
Financial Officer of the Company, either manually or by facsimile signature, shall have affixed
thereto the Company’s seal or a facsimile thereof and shall be attested by the Chief Financial
Officer of the Company, either manually or by facsimile signature. The Right Certificates shall be
countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be
valid for any purpose unless countersigned. In case any officer of the Company who shall have
signed any of the Right Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company, such Right
Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by
the Company with the same force and effect as though the Person who signed such Right Certificates
had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf
of the Company by any Person who, at the actual date of the execution of such Right Certificate,
shall be a proper officer of the Company to sign such Right Certificate, although at the date of
the execution of this Rights Agreement any such Person was not such an officer.




          (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an
office or agency designated for such purpose, books for registration and transfer of the Right
Certificates issued hereunder. Such books shall show the names and addresses of the respective
holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right
Certificates and the date of each of the Right Certificates.




          Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates. (a) Subject to the provisions of this Rights Agreement, at any time after the close of
business on the Distribution Date, and prior to the close of business on the Expiration Date, any
Right Certificate or Right Certificates may be transferred, split up, combined or exchanged for
another Right Certificate or Right Certificates, entitling the registered holder to purchase a like
number of Ordinary Shares (or, following such time, other securities, cash or assets as the case
may be) as the Right Certificate or Right Certificates surrendered then entitled such holder to
purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right
Certificate or Right Certificates shall make such request in writing delivered to the Rights Agent,
and shall surrender the Right Certificate or Right Certificates to be transferred, split up,
combined or exchanged at the office or agency of the Rights Agent designated for such purpose.
Thereupon the Rights Agent, subject to the provisions of this Rights Agreement, shall countersign
and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case
may be, as so requested. The Company may




-7-









 







require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or
exchange of Right Certificates.




          (b) Subject to the provisions of this Rights Agreement, at any time after the Distribution
Date and prior to the Expiration Date, upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to them, and, at the Company’s request, reimbursement to the Company and the Rights
Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and
cancellation of the Right Certificate if mutilated, the Company will make and deliver a new Right
Certificate of like tenor to the Rights Agent for delivery to the registered holder in lieu of the
Right Certificate so lost, stolen, destroyed or mutilated.




          Section 7. Exercise of Rights, Purchase Price; Expiration Date of Rights. (a) Except
as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and
thereafter the registered holder of any Right Certificate may, subject to Section 11(a)(ii) hereof
and except as otherwise provided herein, exercise the Rights evidenced thereby in whole or in part
upon surrender of the Right Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated
for such purpose, together with payment of the Purchase Price for each Ordinary Share (or other
securities, cash or assets, as the case may be) as to which the Rights are exercised, at any time
which is both after the Distribution Date and prior to the time (the “Expiration Date”)
that is the earliest of (i) the close of business on October 17, 2017 (the “Final Expiration
Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the
“Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in
Section 24 hereof.




          (b) The
purchase price (the “Purchase Price”) shall be
initially US$95.00 for each
Ordinary Share purchasable upon the exercise of a Right. The Purchase Price and the number of
Ordinary Shares or other securities or property to be acquired upon exercise of a Right shall be
subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be
payable in lawful money of the United States of America in accordance with paragraph (c) of this
Section 7.




          (c) Except as otherwise provided herein, upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of
the aggregate Purchase Price for the number of Ordinary Shares to be purchased and an amount equal
to any applicable transfer tax required to be paid by the holder of such Right Certificate in
accordance with Section 6 hereof, in cash or by certified check, cashier’s check or money order
payable to the order of the Company, the Company shall thereupon promptly (i) (A) make available
certificates for the number of Ordinary Shares to be purchased, or (B) requisition from the
depositary agent appointed by the Company depositary receipts representing interests in such number
of Ordinary Shares as are to be purchased, in which case certificates for the Ordinary Shares
represented by such receipts shall be deposited by the Company with the depositary agent (and the
Company hereby directs the depositary agent to comply with such request), (ii) cause such
certificates or depositary receipts to be delivered to or upon the order of the registered holder
of such Right Certificate, registered in such name or




-8-









 







names as may be designated by such holder and
(iii) pay the amount in lieu of issuance of fractional shares in accordance with Section 14 hereof.




          (d) Except as otherwise provided herein, in case the registered holder of any Right
Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the exercisable Rights remaining unexercised shall be issued by the
Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns,
subject to the provisions of Section 14 hereof.




          (e) Notwithstanding anything in this Rights Agreement to the contrary, neither the Rights
Agent nor the Company shall be obligated to undertake any action with respect to a registered
holder of Rights upon the occurrence of any purported transfer or exercise of Rights pursuant to
Section 6 hereof or this Section 7 unless such registered holder shall have (i) completed and
signed the certificate contained in the form of assignment or election to purchase set forth on the
reverse side of the Right Certificate surrendered for such transfer or exercise and (ii) provided
such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner)
thereof as the Company shall reasonably request.




          Section 8. Cancellation and Destruction of Right Certificates. All Right Certificates
surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if
surrendered to the Company or to any of its agents, be delivered to the Rights Agent for
cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Rights Agreement. The Company shall deliver to the Rights Agent for
cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right
Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The
Rights Agent shall deliver all cancelled Right Certificates to the Company, or shall, at the
written request of the Company, destroy or cause to be destroyed such cancelled Right Certificates,
and in such case shall deliver a certificate of destruction thereof to the Company.




          Section 9. Availability of Ordinary Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available
out of its authorized and unissued Ordinary Shares the number of Ordinary Shares that will be
sufficient to permit the exercise in full of all outstanding Rights.




          (b) So long as the Ordinary Shares (and, following the time that a Person becomes an Acquiring
Person, other securities) issuable upon the exercise of Rights may be listed or admitted to trading
on the NYSE or listed on any other national securities exchange or quotation system, the Company
shall use its best efforts to cause, from and after such time as the Rights become exercisable, all
shares reserved for such issuance to be listed or admitted to trading on the NYSE or listed on any
other exchange or quotation system upon official notice of issuance upon such exercise.




          (c) From and after such time as the Rights become exercisable, the Company shall use its best
efforts, if then necessary to permit the issuance of Ordinary Shares (and following the time that a
Person first becomes an Acquiring Person, other securities) upon the exercise of Rights, to
register and qualify such Ordinary Shares (and following the time that a




-9-









 







Person first becomes an Acquiring Person, other securities) under the Securities Act and any applicable state securities or
“Blue Sky” laws (to the extent exemptions therefrom are not available), cause such registration
statement and qualifications to become effective as soon as possible after such filing and keep
such registration and qualifications effective until the earlier of (x) the date as of which the
Rights are no longer exercisable for such securities and (y) the Expiration Date. The Company may
temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the
Rights in order to prepare and file a registration statement under the Securities Act and permit it
to become effective. Upon any such suspension, the Company shall issue a public announcement
stating that the exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in effect. Notwithstanding any provision
of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction
unless the requisite qualification or exemption in such jurisdiction shall have been obtained and
until a registration statement under the Securities Act (if required) shall have been declared
effective.




          (d) The Company covenants and agrees that it will take all such action as may be necessary to
ensure that all Ordinary Shares (and, following the time that a Person becomes an Acquiring Person,
other securities) delivered upon exercise of Rights shall, at the time of delivery of the
certificates therefor (subject to payment of the Purchase Price), be duly and validly authorized
and issued and fully paid and nonassessable shares.




          (e) The Company further covenants and agrees that it will pay when due and payable any and all
federal and state transfer taxes and charges which may be payable in respect of the issuance or
delivery of the Right Certificates or of any Ordinary Shares (or other securities) upon the
exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge
which may be payable in respect of any transfer or delivery of Right Certificates to a Person other
than, or the issuance or delivery of certificates or depositary receipts for the Ordinary Shares
(or other securities) in a name other than that of, the registered holder of the Right Certificate
evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary
receipts for Ordinary Shares (or other securities) upon the exercise of any Rights until any such
tax or charge shall have been paid (any such tax or charge being
payable by that holder of such Right Certificate at the time of surrender) or until it has
been established to the Company’s reasonable satisfaction that no such tax or charge is due.




          Section 10. Ordinary Shares Record Date. Each Person in whose name any certificate
for Ordinary Shares is issued upon the exercise of Rights shall for all purposes be entitled to be
registered as the holder of the Ordinary Shares represented thereby on, and such certificate shall
be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and
payment of the Purchase Price (and any applicable transfer taxes or charges) was made;
provided, however, that if the date of such surrender and payment is a date upon
which the register of members of the Company is closed, such Person shall be entitled to be
registered as the holder of such shares on, and such certificate shall be dated, the next
succeeding Business Day on which the register of members is open. Prior to the exercise of the
Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of
a holder of Ordinary Shares for which the Rights shall be exercisable, including, without
limitation, the right to vote or to receive dividends or other distributions, and shall not be
entitled to receive any notice of any meetings or proceedings of the Company, except as provided
herein.




-10-









 








          Section 11. Adjustment of Purchase Price, Number and Kind of Shares and Number of
Rights. The Purchase Price, the number of Ordinary Shares or other securities or property
purchasable upon exercise of each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.




          (a) (i) In the event the Company shall at any time after the date of this Agreement (A)
declare a dividend on the Ordinary Shares payable in Ordinary Shares, (B) subdivide the outstanding
Ordinary Shares, (C) consolidate the outstanding Ordinary Shares into a smaller number of Ordinary
Shares or (D) issue any shares in a reclassification of Ordinary Shares (including any such
reclassification in connection with a consolidation, amalgamation, merger or scheme of arrangement
in which the Company is the continuing or surviving corporation), except as otherwise provided in
this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend
or of the effective date of such subdivision, consolidation or reclassification of Ordinary Shares,
as the case may be, and the number and kind of shares issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such time shall be
entitled to receive the aggregate number and kind of shares which, if such Right had been exercised
immediately prior to such date, the holder would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, consolidation or reclassification;
provided, however, that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the shares of the Company issuable
upon exercise of one Right.





     (ii) Subject to Section 24 of this Rights Agreement and except as otherwise provided in
this Section 11(a)(ii) and Section 11(a)(iii), in the event that any Person becomes an
Acquiring Person, each holder of a Right shall thereafter have the right to receive, upon
exercise thereof at a price equal to the then-current Purchase Price, in accordance with the
terms of this Rights Agreement, such number of Ordinary Shares as shall equal the result
obtained by (x) multiplying the then-current Purchase Price by the
number of Ordinary Shares for which a Right is then exercisable and dividing that
product by (y) 50% of the then-current per share market price of the Company’s Ordinary
Shares (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such
event; provided, however, that the Purchase Price (as so adjusted) and the
number of Ordinary Shares so receivable upon exercise of a Right shall thereafter be subject
to further adjustment as appropriate in accordance with Section 11(f) hereof.
Notwithstanding anything in this Rights Agreement to the contrary, however, from and after
the time (the “invalidation time”) when any Person first becomes an Acquiring
Person, any Rights that are beneficially owned by (x) any Acquiring Person (or any Affiliate
or Associate of any Acquiring Person), (y) a transferee of any Acquiring Person (or any such
Affiliate or Associate) who becomes a transferee after the invalidation time or (z) a
transferee of any Acquiring Person (or any such Affiliate or Associate) who became a
transferee prior to or concurrently with the invalidation time pursuant to either (I) a
transfer from the Acquiring Person to holders of its equity securities or to any Person with
whom it has any continuing agreement, arrangement or understanding, written or otherwise,
regarding the transferred Rights or (II) a transfer that the Board of Directors has
determined is part of a plan, arrangement or understanding, written or otherwise, which has
the purpose or effect of avoiding the provisions of this paragraph, and subsequent
transferees of such Persons, shall be void without any further action and any



-11-









 






holder of such Rights shall thereafter have no rights whatsoever with respect to such Rights under any
provision of this Rights Agreement. The Company shall use all reasonable efforts to ensure
that the provisions of this Section 11(a)(ii) are complied with, but shall have no liability
to any holder of Right Certificates or other Person as a result of its failure to make any
determinations with respect to an Acquiring Person or its Affiliates, Associates or
transferees hereunder. From and after the invalidation time, no Right Certificate shall be
issued pursuant to Section 3 or Section 6 hereof that represents Rights that are or have
become void pursuant to the provisions of this paragraph, and any Right Certificate
delivered to the Rights Agent that represents Rights that are or have become void pursuant
to the provisions of this paragraph shall be cancelled. From and after the occurrence of an
event specified in Section 13(a) hereof, any Rights that theretofore have not been exercised
pursuant to this Section 11(a)(ii) shall thereafter be exercisable only in accordance with
Section 13 and not pursuant to this Section 11(a)(ii).




     (iii) In the event that there shall be an insufficient number of Ordinary Shares
authorized but unissued (and unreserved) to permit the exercise in full of the Rights in
accordance with the foregoing subparagraph (ii), the Board of Directors shall, with respect
to such deficiency, to the extent permitted by applicable law and any material agreements
then in effect to which the Company is a party (A) determine the excess of (x) the value of
the Ordinary Shares issuable upon the exercise of a Right in accordance with the foregoing
subparagraph (ii) (the “Current Value”) over (y) the then-current Purchase Price
multiplied by the number of Ordinary Shares for which a Right was exercisable immediately
prior to the time that the Acquiring Person became such (such excess, the “Spread”),
and (B) with respect to each Right (other than Rights which have become void pursuant to
Section 11(a)(ii)), make adequate provision to substitute for the Ordinary Shares issuable
in accordance with subparagraph (ii) upon exercise of the Right and payment of the
applicable Purchase Price, (1) cash, (2) a reduction in such Purchase Price, (3) other equity securities of
the Company (including, without limitation, preference shares or fractions of preference
shares which, by virtue of having dividend, voting and liquidation rights substantially
comparable to those of the Ordinary Shares, are deemed by the Board of Directors to have
substantially the same value as the Ordinary Shares (such preference shares or fractions of
preference shares are hereinafter referred to as “Ordinary Share equivalents”), (4)
debt securities of the Company, (5) other assets or (6) any combination of the foregoing,
having a value which, when added to the value of the Ordinary Shares actually issued upon
exercise of such Right, shall have an aggregate value equal to the Current Value (less the
amount of any reduction in such Purchase Price), where such aggregate value has been
determined by the Board of Directors upon the advice of an internationally recognized
investment banking firm selected by the Board of Directors; provided,
however, if the Company shall not make adequate provision to deliver value pursuant
to clause (B) above within thirty (30) days following the date that the Acquiring Person
became such (the “Section 11(a)(ii) Trigger Date”), then the Company shall be
obligated to deliver, to the extent permitted by applicable law and any material agreements
then in effect to which the Company is a party, upon the surrender for exercise of a Right
and without requiring payment of the Purchase Price, Ordinary Shares (to the extent
available), and then, if necessary, cash, which shares and/or cash have an aggregate value
equal to the Spread. If within the thirty (30) day period referred to above the Board of
Directors shall determine that it is likely



-12-









 






that sufficient additional Ordinary Shares could
be authorized for issuance upon exercise in full of the Rights, then, if the Board of
Directors so elects, such thirty (30) day period may be extended to the extent necessary,
but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that
the Company may seek shareholder approval for an increase in the authorized capital of the
Company (such thirty (30) day period, as it may be extended, is hereinafter called the
“Substitution Period”). To the extent that the Company determines that some action
need be taken pursuant to the second and/or third sentence of this Section 11(a)(iii), the
Company (x) shall provide, subject to Section 11(a)(ii) hereof and the last sentence of this
Section 11(a)(iii) hereof, that such action shall apply uniformly to all outstanding Rights
and (y) may suspend the exercisability of the Rights until the expiration of the
Substitution Period in order to seek shareholder approval for an increase in the authorized
capital of the Company and/or to decide the appropriate form of distribution to be made
pursuant to such second sentence and to determine the value thereof. In the event of any
such suspension, the Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in effect. For purposes of this
Section 11(a)(iii), the value of the Ordinary Shares shall be the current per share market
price (as determined pursuant to Section 11(d)(i)) on the Section 11(a)(ii) Trigger Date and
the per share or fractional value of any Ordinary Share equivalent shall be deemed to equal
the current per share market price of the Ordinary Shares. The Board of Directors of the
Company may, but shall not be required to, establish procedures to allocate the right to
receive Ordinary Shares upon the exercise of the Rights among holders of Rights pursuant to
this Section 11(a)(iii).



          (b) In case the Company shall fix a record date for the issuance of rights, options or
warrants to all holders of Ordinary Shares entitling them (for a period expiring within 45 calendar
days after such record date) to subscribe for or purchase Ordinary Shares or securities convertible
into Ordinary Shares at a price per Ordinary Share (or having a conversion price per share, if a
security convertible into Ordinary Shares) less than the then-current per share market price of the
Ordinary Shares (determined pursuant to Section 11(d) hereof) on such record date, the Purchase
Price to be in effect after such record date shall be determined by multiplying the Purchase Price
in effect immediately prior to such record date by a fraction, the numerator of which shall be the
number of Ordinary Shares outstanding on such record date plus the number of Ordinary Shares which
the aggregate offering price of the total number of such shares so to be offered (and/or the
aggregate initial conversion price of the convertible securities so to be offered) would purchase
at such current market price, and the denominator of which shall be the number of Ordinary Shares
outstanding on such record date plus the number of additional Ordinary Shares to be offered for
subscription or purchase (or into which the convertible securities so to be offered are initially
convertible); provided, however, that in no event shall the consideration to be
paid upon the exercise of one Right be less than the aggregate par value of the shares of capital
stock of the Company issuable upon exercise of one Right. In case such subscription price may be
paid in a consideration part or all of which shall be in a form other than cash, the value of such
consideration shall be as determined by the Board of Directors of the Company, whose determination
shall be described in a statement filed with the Rights Agent and which shall be binding on the
Rights Agent and the holders of the Rights. Ordinary Shares owned by or held for the account of
the Company shall not be deemed outstanding for the purpose of any such computation. Such
adjustment shall be made successively whenever such a





-13-









 







record date is fixed; and in the event that
such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date had not been fixed.




          (c) In case the Company shall fix a record date for the making of a distribution to all
holders of Ordinary Shares (including any such distribution made in connection with a
consolidation, amalgamation, merger or scheme of arrangement in which the Company is the continuing
or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly
cash dividend or a dividend payable in Ordinary Shares) or subscription rights or warrants
(excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect immediately prior
to such record date by a fraction, the numerator of which shall be the then-current per share
market price of Ordinary Shares (determined pursuant to Section 11(d) hereof) on such record date,
less the fair market value (as determined by the Board of Directors of the Company whose
determination shall be described in a statement filed with the Rights Agent and shall be binding on
the Rights Agent and the holders of the Rights) of the portion of such assets or evidences of
indebtedness so to be distributed or of such subscription rights or warrants applicable to one
Ordinary Share, and the denominator of which shall be such current per share market price of
Ordinary Shares; provided, however, that in no event shall the consideration to be
paid upon the exercise of one Right be less than the aggregate par value of the shares of the
Company to be issued upon exercise of one Right. Such adjustments shall be made successively
whenever such a record date is fixed; and in the event that such distribution is not so made, the
Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if
such record date had not been fixed.




          (d) (i) Except as otherwise provided herein, for the purpose of any computation hereunder,
the “current per share market price” of any security (a “Security” for the purpose of this
Section 11(d)(i)) on any date shall be deemed to be the average of the daily closing prices per
share of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined)
immediately prior to such date; provided, however, that in the event that the
current per share market price of the Security is determined during a period following the
announcement by the issuer of such Security of (A) a dividend or distribution on such Security
payable in shares of such Security or securities convertible into such shares, or (B) any
subdivision, consolidation or reclassification of such Security, and prior to the expiration of 30
Trading Days after the ex-dividend date for such dividend or distribution, or the record date for
such subdivision, consolidation or reclassification, then, and in each such case, the current per
share market price shall be appropriately adjusted to reflect the current market price per share
equivalent of such Security. The closing price for each day shall be the last sale price, regular
way, or, in case no such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported by (w) the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on the NYSE or, (x) if
the Security is not listed or admitted to trading on the NYSE, as reported in the principal
consolidated transaction reporting system with respect to securities listed on the principal
national securities exchange on which the Security is listed or admitted to trading or, if (y) the
Security is not listed or admitted to trading on any national securities exchange, the last quoted
price or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by Nasdaq or such other system then in use, or, (z) if on any
such date the Security is not quoted by




-14-









 







any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a market in the Security selected
by the Board of Directors of the Company. The term “Trading Day” shall mean a day on which
the principal national securities exchange on which the Security is listed or admitted to trading
is open for the transaction of business or, if the Security is not listed or admitted to trading on
any national securities exchange, a Business Day.





     (ii) For the purpose of any computation hereunder, if the Ordinary Shares are publicly
traded, the “current per share market price” of the Ordinary Shares shall be determined in
accordance with the method set forth in Section 11(d)(i), and if the Ordinary Shares are not
publicly traded and ADSs are publicly traded, the “current per share market price of the
Ordinary Shares shall be determined in accordance with the method set forth in Section
11(d)(i) by ascribing a value to the Ordinary Shares by reference to the trading prices of
the ADSs (taking into account the number of Ordinary Shares represented by each ADS). If
neither the Ordinary Shares nor the ADSs are publicly traded, “current per share market
price” shall mean the fair value per share as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement filed with
the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights.



          (e) No adjustment in the Purchase Price shall be required unless such adjustment would require
an increase or decrease of at least 1% in the Purchase Price; provided, however,
that any adjustments not required to be made by reason of this Section 11(e) shall be carried
forward and taken into account in any subsequent adjustment. All calculations under this Section
11 shall be made to the nearest cent or to the nearest one ten-thousandth of an Ordinary
Share or other share or security as the case may be. Notwithstanding the first sentence of
this Section 11(e), any adjustment required by this Section 11 shall be made no later than the
earlier of (i) three years from the date of the transaction which requires such adjustment or (ii)
the Expiration Date.




          (f) If as a result of an adjustment made pursuant to Section 11(a) hereof, the holder of any
Right thereafter exercised shall become entitled to receive any shares of the Company other than
Ordinary Shares, thereafter the Purchase Price and the number of such other shares so receivable
upon exercise of a Right shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to Ordinary Shares contained in
Sections 11(a), 11(b), 11(c), 11(e), 11(h), 11(i) and 11(m) and the provisions of Sections 7, 9,
10, 13 and 14 hereof with respect to the Ordinary Shares shall apply on like terms to any such
other shares.




          (g) All Rights originally issued by the Company subsequent to any adjustment made to the
Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the
number of Ordinary Shares purchasable from time to time hereunder upon exercise of the Rights, all
subject to further adjustment as provided herein.




          (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon
each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and
(c), each Right outstanding immediately prior to the making of such




-15-









 







adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of Ordinary Shares
(calculated to the nearest one ten- thousandth of an Ordinary Share) obtained by (i) multiplying
(x) the number of Ordinary Shares purchasable upon the exercise of a Right immediately prior to
such adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the
Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.




          (i) The Company may elect on or after the date of any adjustment of the Purchase Price
pursuant to Sections 11(b) or 11(c) hereof to adjust the number of Rights, in substitution for any
adjustment in the number of Ordinary Shares purchasable upon the exercise of a Right. Each of the
Rights outstanding after such adjustment of the number of Rights shall be exercisable for the
number of Ordinary Shares for which a Right was exercisable immediately prior to such adjustment.
Each Right held of record prior to such adjustment of the number of Rights shall become that number
of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in
effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect
immediately after adjustment of the Purchase Price. The Company shall make a public announcement
of its election to adjust the number of Rights, indicating the record date for the adjustment, and,
if known at the time, the amount of the adjustment to be made. This record date may be the date on
which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have
been issued, shall be at least 10 days later than the date of the public announcement. If Right
Certificates have been issued, upon each adjustment of the number of Rights pursuant to this
Section 11(i), the Company may, as promptly as practicable, cause to be distributed to holders of
record of Right Certificates on such record date Right Certificates evidencing, subject to Section
14 hereof, the additional Rights to which such holders shall be entitled as a result of such
adjustment, or, at the option of the
Company, shall cause to be distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Right Certificates evidencing all the
Rights to which such holders shall be entitled as a result of such adjustment. Right Certificates
so to be distributed shall be issued, executed and countersigned in the manner provided for herein
and shall be registered in the names of the holders of record of Right Certificates on the record
date specified in the public announcement.




          (j) Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary
Shares issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter
issued may continue to express the Purchase Price and the number of Ordinary Shares which were
expressed in the initial Right Certificates issued hereunder.




          (k) Before taking any action that would cause an adjustment reducing the Purchase Price below
the then par value, if any, of Ordinary Shares or other shares issuable upon exercise of the
Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue fully paid and nonassessable
Ordinary Shares or other such shares at such adjusted Purchase Price.




          (l) In any case in which this Section 11 shall require that an adjustment in the Purchase
Price be made effective as of a record date for a specified event, the Company may elect to defer
until the occurrence of such event the issuing to the holder of any Right exercised




-16-









 







after such record date the number of Ordinary Shares or other capital stock or securities of the Company, if
any, issuable upon such exercise over and above the number of Ordinary Shares or other capital
stock or securities of the Company, if any, issuable upon such exercise on the basis of the
Purchase Price in effect prior to such adjustment; provided, however, that the
Company shall deliver to such holder a due bill or other appropriate instrument evidencing such
holder’s right to receive such additional shares upon the occurrence of the event requiring such
adjustment.




          (m) Notwithstanding anything in this Section 11 to the contrary, the Company shall be entitled
to make such adjustments in the Purchase Price, in addition to those adjustments expressly required
by this Section 11, as and to the extent that it in its sole discretion shall determine to be
advisable in order that any consolidation or subdivision of the Ordinary Shares, issuance (wholly
for cash) of any Ordinary Shares at less than the current market price, issuance (wholly for cash)
of Ordinary Shares or securities which by their terms are convertible into or exchangeable for
Ordinary Shares, dividends on Ordinary Shares payable in Ordinary Shares or issuance of rights,
options or warrants referred to hereinabove in Section 11(b), hereafter made by the Company to
holders of its Ordinary Shares shall not be taxable to such shareholders.




          (n) Notwithstanding anything in this Rights Agreement to the contrary, in the event that at
any time after the date of this Rights Agreement and prior to the Distribution Date, the Company
shall (i) declare or pay any dividend on the Ordinary Shares payable in Ordinary Shares or (ii)
effect a subdivision or consolidation of the Ordinary Shares (by reclassification or otherwise than
by payment of a dividend payable in Ordinary Shares) into a greater or lesser number of Ordinary
Shares, then in any such case, the number of Rights associated with each Ordinary Share then
outstanding, or issued or delivered thereafter, shall be proportionately
adjusted so that the number of Rights thereafter associated with each Ordinary Share following
any such event shall equal the result obtained by multiplying the number of Rights associated with
each Ordinary Share immediately prior to such event by a fraction the numerator of which shall be
the total number of Ordinary Shares outstanding immediately prior to the occurrence of the event
and the denominator of which shall be the total number of Ordinary Shares outstanding immediately
following the occurrence of such event.




          (o) The Company agrees that, after the earlier of the Distribution Date or the Share
Acquisition Date, it will not, except as permitted by Sections 23, 24 or 27 hereof, take (or permit
any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable
that such action will diminish substantially or eliminate the benefits intended to be afforded by
the Rights.




          Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an
adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a
certificate setting forth such adjustment, and a brief statement of the facts accounting for such
adjustment, (b) file with the Rights Agent and with each transfer agent for the Ordinary Shares a
copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate
in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent
shall be fully protected in relying on any such certificate and on any adjustment therein contained
and shall not be deemed to have knowledge of any such adjustment unless and until it shall have
received such certificate.




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          Section 13. Consolidation, Merger, Amalgamation, Scheme of Arrangement or Sale or Transfer
of Assets or Earnings Power. (a) In the event, directly or indirectly, at any time after any
Person has become an Acquiring Person, (i) the Company shall amalgamate or merge with and into any
other Person (other than one or more of its wholly-owned Subsidiaries), (ii) any Person (other than
one or more of its wholly-owned Subsidiaries), shall consolidate with the Company, or any Person
(other than one or more of its wholly-owned Subsidiaries), shall amalgamate or merge with and into
the Company and the Company shall be the continuing or surviving corporation of such amalgamation
or merger and, in connection with such amalgamation or merger, all or part of the Ordinary Shares
shall be changed into or exchanged or cancelled for shares or other securities of any other Person
(or of the Company) or cash or any other property, (iii) the Company shall sell or otherwise
transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets or earning power aggregating to 50% or more of the assets or earning power of
the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or
one or more of its wholly-owned Subsidiaries), or (iv) effect a scheme of arrangement, then, and in
each such case, proper provision shall be made so that:




          (A) each holder of record of a Right (other than Rights which have become void pursuant to
Section 11(a)(ii)) shall thereafter have the right to receive, upon the exercise thereof at a price
equal to the then-current Purchase Price multiplied by the number of Ordinary Shares for which a
Right was exercisable (whether or not such Right was then exercisable) immediately prior to the
time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter
pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the
terms of this Rights Agreement, such number of validly issued, fully paid
and non-assessable and freely tradeable Ordinary Shares of the Principal Party (as defined
below) not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as
shall be equal to the result obtained by (1) multiplying the then-current Purchase Price by the
number of Ordinary Shares for which a Right was exercisable immediately prior to the time that any
Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections
11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product by 50% of the
then-current per share market price of the Ordinary Shares of such Principal Party (determined
pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation,
amalgamation, merger, sale or transfer, or scheme of arrangement; provided that the
Purchase Price and the number of Ordinary Shares of such Principal Party issuable upon exercise of
each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to
reflect any events occurring in respect of such Principal Party after the date of such
consolidation, amalgamation, merger, sale or transfer, or scheme of arrangement;




          (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such
consolidation, amalgamation, merger, sale or transfer, or scheme of arrangement, all the
obligations and duties of the Company pursuant to this Rights Agreement;




          (C) the term “Company” as used herein shall thereafter be deemed to refer to such Principal
Party; and




          (D) such Principal Party shall take such steps (including, but not limited to, the reservation
of a sufficient number of its Ordinary Shares) in connection with such consummation




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of any such
transaction as may be necessary to assure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to its Ordinary Shares thereafter
deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence
of any consolidation, amalgamation, merger, sale or transfer of assets, scheme of arrangement or
other extraordinary transaction in respect of such Principal Party, each holder of a Right shall
thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as
provided in this Section 13(a), such cash, shares, rights, warrants and other property which such
holder would have been entitled to receive had such holder, at the time of such transaction, owned
the Ordinary Shares of the Principal Party receivable upon the exercise of a Right pursuant to this
Section 13(a), and such Principal Party shall take such steps (including, but not limited to,
reservation of shares) as may be necessary to permit the subsequent exercise of the Rights in
accordance with the terms hereof for such cash, shares, rights, warrants and other property.




          (b) “Principal Party” shall mean:





     (i) in the case of any transaction described in clauses (i) or (ii) of the first
sentence of Section 13(a) hereof: (A) the Person that is the issuer of the securities into
which the Ordinary Shares are converted in such amalgamation, merger or consolidation, or,
if there is more than one such issuer, the issuer of the Ordinary Shares of which have the
greatest aggregate market value of shares outstanding, or (B) if no securities are so
issued, (x) the Person that is the other party to the amalgamation or merger, if such Person
survives said amalgamation or merger, or, if there is more than one such Person, the Person
the Ordinary Shares of which have the greatest aggregate market value of
shares outstanding or (y) if the Person that is the other party to the amalgamation or
merger does not survive the amalgamation or merger, the Person that does survive the
amalgamation or merger (including the Company if it survives) or (z) the Person resulting
from the consolidation; and




     (ii) in the case of any transaction described in clauses (iii) or (iv) of the first
sentence in Section 13(a) hereof, the Person that is the party receiving the greatest
portion of the assets or earning power transferred pursuant to such transaction or
transactions, or, if each Person that is a party to such transaction or transactions
receives the same portion of the assets or earning power so transferred or if the Person
receiving the greatest portion of the assets or earning power cannot be determined,
whichever of such Persons is the issuer of Ordinary Shares having the greatest aggregate
market value of shares outstanding;


provided, however, that in any such case described in the foregoing clause (b)(i)
or (b)(ii), if the Ordinary Shares of such Person are not at such
time or have not been continuously
over the preceding 12-month period registered under Section 12 of the Exchange Act, then (1) if
such Person is a direct or indirect Subsidiary of another Person the
Ordinary Shares of which are
and have been so registered, the term “Principal Party” shall refer to such other Person, or (2) if
such Person is a Subsidiary, directly or indirectly, of more than one Person, and the Ordinary
Shares of all of such persons have been so registered, the term “Principal Party” shall refer to
whichever of such Persons is the issuer of Ordinary Shares having the greatest aggregate market
value of shares outstanding, or (3) if such Person is owned, directly or indirectly, by a joint
venture




-19-









 







formed by two or more Persons that are not owned, directly or indirectly, by the same
Person, the rules set forth in clauses (1) and (2) above shall apply to each of the owners having
an interest in the venture as if the Person owned by the joint venture was a Subsidiary of both or
all of such joint venturers, and the Principal Party in each such case shall bear the obligations
set forth in this Section 13 in the same ratio as its interest in such Person bears to the total of
such interests.




          (c) The Company shall not consummate any consolidation, amalgamation, merger, sale or transfer
or scheme of arrangement referred to in Section 13(a) hereof unless prior thereto the Company and
the Principal Party involved therein shall have executed and delivered to the Rights Agent an
agreement confirming that the requirements of Sections 13(a) and (b) hereof shall promptly be
performed in accordance with their terms and that such consolidation, amalgamation, merger, sale or
transfer of assets, or scheme of arrangement shall not result in a default by the Principal Party
under this Rights Agreement as the same shall have been assumed by the Principal Party pursuant to
Sections 13(a) and (b) hereof and providing that, as soon as practicable after executing such
agreement pursuant to this Section 13, the Principal Party will:





     (i) prepare and file a registration statement under the Securities Act, if necessary,
with respect to the Rights and the securities purchasable upon exercise of the Rights on an
appropriate form, use its best efforts to cause such registration statement to become
effective as soon as practicable after such filing and use its best efforts to cause such
registration statement to remain effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the Expiration Date, and similarly comply with
applicable state securities laws;




     (ii) use its best efforts, if the Ordinary Shares of the Principal Party shall be
listed or admitted to trading on the NYSE or on another national securities exchange, to
list or admit to trading (or continue the listing of) the Rights and the securities
purchasable upon exercise of the Rights on the NYSE or such securities exchange, or, if the
Ordinary Shares of the Principal Party shall not be listed or admitted to trading on the
NYSE or a national securities exchange, to cause the Rights and the securities receivable
upon exercise of the Rights to be reported by such other system then in use;




     (iii) deliver to holders of the Rights historical financial statements for the
Principal Party which comply in all respects with the requirements for registration on Form
10 (or any successor form) under the Exchange Act; and




     (iv) obtain waivers of any rights of first refusal or preemptive rights in respect of
the Ordinary Shares of the Principal Party subject to purchase upon exercise of outstanding
Rights.



          (d) In case the Principal Party has a provision in any of its authorized securities or in its
certificate of incorporation or by-laws or other instrument governing its affairs, which provision
would have the effect of (i) causing such Principal Party to issue (other than to holders of Rights
pursuant to this Section 13), in connection with, or as a consequence of, the consummation of a
transaction referred to in this Section 13, Ordinary Shares or Ordinary Share equivalents of such
Principal Party at less than the then-current market price per share thereof (determined pursuant
to Section 11(d) hereof) or securities exercisable for, or convertible into,





-20-









 







Ordinary Shares or
Ordinary Share equivalents of such Principal Party at less than such then-current market price, or
(ii) providing for any special payment, tax or similar provision in connection with the issuance of
the Ordinary Shares of such Principal Party pursuant to the provisions of Section 13, then, in such
event, the Company hereby agrees with each holder of Rights that it shall not consummate any such
transaction unless prior thereto the Company and such Principal Party shall have executed and
delivered to the Rights Agent a supplemental agreement providing that the provision in question of
such Principal Party shall have been canceled, waived or amended, or that the authorized securities
shall be redeemed, so that the applicable provision will have no effect in connection with, or as a
consequence of, the consummation of the proposed transaction.




          (e) The Company covenants and agrees that it shall not, at any time after a Person first
becomes an Acquiring Person enter into any transaction of the type contemplated by Sections
13(a)(i)-(iii) hereof if (x) at the time of or immediately after such consolidation, amalgamation,
merger, sale, transfer, scheme of arrangement, or other transaction there are any rights, warrants
or other instruments or securities outstanding or agreements in effect which would substantially
diminish or otherwise eliminate the benefits intended to be afforded by the Rights, (y) prior to,
simultaneously with or immediately after such consolidation, amalgamation, merger, sale, transfer,
scheme of arrangement or other transaction, the shareholders of the Person who constitutes, or
would constitute, the Principal Party for purposes of Section 13(b) hereof shall have received a
distribution of Rights previously owned by such Person or any of its Affiliates or Associates or
(z) the form or nature of organization of the Principal Party would preclude or limit the
exercisability of the Rights.




          Section 14. Fractional Rights and Fractional Shares. (a) The Company shall not be
required to issue fractions of Rights (except prior to the Distribution Date in accordance with
Section 11(n) hereof) or to distribute Right Certificates which evidence fractional Rights. In
lieu of such fractional Rights, there shall be paid to the registered holders of the Right
Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in
cash equal to the same fraction of the current market value of a whole Right. For the purposes of
this Section 14(a), the current market value of a whole Right shall be the closing price of the
Rights for the Trading Day immediately prior to the date on which such fractional Rights would have
been otherwise issuable. The closing price for any day shall be the last sale price, regular way,
or, in case no such sale takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported by (w) the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the NYSE or, (x) if the Rights
are not listed or admitted to trading on the NYSE, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal national securities
exchange on which the Rights are listed or admitted to trading or, (y) if the Rights are not listed
or admitted to trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter market, as
reported by Nasdaq or such other system then in use or, (z) if on any such date the Rights are not
quoted by any such organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the Board of Directors of the
Company. If on any such date no such market maker is making a market in the Rights, the fair value
of the Rights on such date as determined in good faith by the Board of Directors of the Company
shall be used.




-21-









 








          (b) The Company shall not be required to issue fractions of Ordinary Shares upon exercise of
the Rights or to distribute certificates which evidence fractional Ordinary Shares. In lieu of
fractional Ordinary Shares, the Company shall pay to the registered holders of Right Certificates
at the time such Rights are exercised for Ordinary Shares as herein provided an amount in cash
equal to the same fraction of the current market value of one Ordinary Share. For the purposes of
this Section 14(b), the current market value of an Ordinary Share shall be the closing price of an
Ordinary Share (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately
prior to the date of such exercise.




          (c) The holder of a Right by the acceptance of the Right expressly waives the right to receive
any fractional Rights or any fractional shares upon exercise or exchange of a Right (except as
provided above).




          Section 15. Rights of Action. All rights of action in respect of this Rights
Agreement, excepting the rights of action given to the Rights Agent under Section 18 hereof, are
vested in the respective registered holders of the Right Certificates (and, prior to the
Distribution Date, the registered holders of the Ordinary Shares); and any registered holder of any
Right Certificate (or, prior to the Distribution Date, of the Ordinary Shares), without the consent
of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution
Date, of the Ordinary Shares), on such holder’s own behalf and for such holder’s own benefit, may
enforce, and may institute and maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, such holder’s right to exercise the Rights evidenced by
such Right Certificate (or,
prior to the Distribution Date, such Ordinary Shares) in the manner provided in such Right
Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available
to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have
an adequate remedy at law for any breach of this Rights Agreement and will be entitled to specific
performance of the obligations under, and injunctive relief against actual or threatened violations
of the obligations of any Person subject to, this Rights Agreement.




          Section 16. Agreement of Right Holders. Every holder of a Right, by accepting the
same, consents and agrees with the Company and the Rights Agent and with every other holder of a
Right that:





     (i) prior to the Distribution Date, the Rights will be transferable only in connection
with the transfer of Ordinary Shares;




     (ii) after the Distribution Date, the Right Certificates are transferable only on the
registry books of the Rights Agent if surrendered at the office or agency of the Rights
Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of
transfer and with the appropriate forms and certificates fully executed; and




     (iii) the Company and the Rights Agent may deem and treat the Person in whose name the
Right Certificate (or, prior to the Distribution Date, the Ordinary Shares certificate) is
registered as the absolute owner thereof and of the Rights evidenced thereby
(notwithstanding any notations of ownership or writing on the Right Certificates or the
Ordinary Shares certificate made by anyone other than the Company or the Rights



-22-









 






Agent) for
all purposes whatsoever, and neither the Company nor the Rights Agent, subject to Section
7(e) hereof, shall be affected by any notice to the contrary.



          Section 17. Right Certificate Holder Not Deemed a Shareholder. No holder, as such, of
any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the
holder of Ordinary Shares or any other securities of the Company which may at any time be issuable
on the exercise or exchange of the Rights represented thereby, nor shall anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as
such, any of the rights of a shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or other actions
affecting shareholders (except as provided in this Rights Agreement), or to receive dividends or
subscription rights, or otherwise, until the Rights evidenced by such Right Certificate shall have
been exercised or exchanged in accordance with the provisions hereof.




          Section 18. Concerning the Rights Agent. (a) The Company agrees to pay to the Rights
Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on
demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements
incurred in the administration and execution of this Rights Agreement and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for,
and to hold it harmless against, any loss, liability or expense, incurred without gross negligence,
bad faith or willful
misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent
in connection with the acceptance and administration of this Rights Agreement, including the costs
and expenses (including legal fees) of defending against any claim of liability arising therefrom,
directly or indirectly.




          (b) The Rights Agent shall be protected and shall incur no liability for, or in respect of any
action taken, suffered or omitted by it in connection with, its administration of this Rights
Agreement in reliance upon any Right Certificate or certificate for Ordinary Shares or for other
securities of the Company, instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document
reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified
or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set
forth in Section 20 hereof.




          Section 19. Merger or Consolidation or Change of Rights Agent. (a) Any corporation
into which the Rights Agent or any successor Rights Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent shall be a party, or any corporation succeeding to the stock
transfer or corporate trust powers of the Rights Agent or any successor Rights Agent, shall be the
successor to the Rights Agent under this Rights Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto; provided, that such
corporation would be eligible for appointment as a successor Rights Agent under the provisions of
Section 21 hereof. In case at the time such successor Rights Agent shall succeed to the agency
created by this Rights Agreement, any of the Right Certificates shall have been countersigned but
not delivered, such successor Rights Agent may adopt the countersignature of the predecessor Rights
Agent and deliver such Right Certificates so




-23-









 







countersigned; and in case at that time any of the
Right Certificates shall not have been countersigned, any successor Rights Agent may countersign
such Right Certificates either in the name of the predecessor Rights Agent or in the name of such
successor Rights Agent; and in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Rights Agreement.




          (b) In case at any time the name of the Rights Agent shall be changed and at such time any of
the Right Certificates shall have been countersigned but not delivered the Rights Agent may adopt
the countersignature under its prior name and deliver Right Certificates so countersigned; and in
case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent
may countersign such Right Certificates either in its prior name or in its changed name and in all
such cases such Right Certificates shall have the full force provided in the Right Certificates and
in this Rights Agreement.




          Section 20. Duties of Rights Agent. The Rights Agent undertakes the duties and
obligations imposed by this Rights Agreement upon the following terms and conditions, by all of
which the Company and the holders of Right Certificates, by their acceptance thereof, shall be
bound:




          (a) The Rights Agent may consult with legal counsel (who may be legal counsel for the
Company), and the opinion of such counsel shall be full and complete authorization and
protection to the Rights Agent as to any action taken or omitted by it in good faith and in
accordance with such opinion.




          (b) Whenever in the performance of its duties under this Rights Agreement the Rights Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the
Company prior to taking or suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by any one of the Chief Executive Officer, the Vice
President or the Chief Financial Officer of the Company (each, an “Authorized Officer”) and
delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent
for any action taken or suffered in good faith by it under the provisions of this Rights Agreement
in reliance upon such certificate.




          (c) The Rights Agent shall be liable hereunder to the Company and any other Person only for
its own gross negligence, bad faith or willful misconduct.




          (d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or
recitals contained in this Rights Agreement or in the Right Certificates (except its
countersignature thereof) or be required to verify the same, but all such statements and recitals
are and shall be deemed to have been made by the Company only.




          (e) The Rights Agent shall not be under any responsibility in respect of the validity of this
Rights Agreement or the execution and delivery hereof (except the due execution hereof by the
Rights Agent) or in respect of the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Rights Agreement or in any Right Certificate; nor




-24-









 







shall it be responsible for any change in the exercisability of the Rights (including the Rights becoming
void pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of the Rights (including
the manner, method or amount thereof) provided for in Sections 3, 11, 13, 23 and 24, or the
ascertaining of the existence of facts that would require any such change or adjustment (except
with respect to the exercise of Rights evidenced by Right Certificates after receipt of a
certificate furnished pursuant to Section 12, describing such change or adjustment); nor shall it
by any act hereunder be deemed to make any representation or warranty as to the authorization or
reservation of any Ordinary Shares or other securities to be issued pursuant to this Rights
Agreement or any Right Certificate or as to whether any Ordinary Shares or other securities will,
when issued, be validly authorized and issued, fully paid and nonassessable.




          (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further and other acts, instruments and
assurances as may reasonably be required by the Rights Agent for the carrying out or performing by
the Rights Agent of the provisions of this Rights Agreement.




          (g) The Rights Agent is hereby authorized and directed to accept instructions with respect to
the performance of its duties hereunder from any person reasonably believed by the Rights Agent to
be one of the Authorized Officers, and to apply to such Authorized Officers for advice or
instructions in connection with its duties, and it shall not be liable for any action taken or
suffered by it in good faith in accordance with instructions of any such Authorized Officer or
for any delay in acting while waiting for those instructions. Any application by the Rights
Agent for written instructions from the Company may, at the option of the Rights Agent, set forth
in writing any action proposed to be taken or omitted by the Rights Agent under this Rights
Agreement and the date on and/or after which such action shall be taken or such omission shall be
effective. The Rights Agent shall not be liable for any action taken by, or omission of, the
Rights Agent in accordance with a proposal included in any such application on or after the date
specified in such application (which date shall not be less than five Business Days after the date
any Authorized Officer of the Company actually receives such application, unless any such
Authorized Officer shall have consented in writing to an earlier date) unless, prior to taking any
such action (or the effective date in the case of an omission), the Rights Agent shall have
received written instructions in response to such application specifying the action to be taken or
omitted.




          (h) The Rights Agent and any stockholder, director, officer or employee of the Rights Agent
may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not Rights Agent under
this Rights Agreement. Nothing herein shall preclude the Rights Agent from acting in any other
capacity for the Company or for any other legal entity.




          (i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it
or perform any duty hereunder either itself or by or through its attorneys or agents, and the
Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of
any such attorneys or agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, provided reasonable care was exercised in the selection and continued
employment thereof.




-25-









 








          (j) If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or
transfer, the certificate contained in the form of assignment or the form of election to purchase
set forth on the reverse thereof, as the case may be, has not been completed to certify the holder
is not an Acquiring Person (or an Affiliate or Associate thereof) or a transferee thereof, the
Rights Agent shall not take any further action with respect to such requested exercise or transfer
without first consulting with the Company.




          Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent
may resign and be discharged from its duties under this Rights Agreement upon 30 days’ notice in
writing mailed to the Company and to each transfer agent of Ordinary Shares by registered or
certified mail, and, following the Distribution Date, to the holders of the Right Certificates by
first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30
days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be,
and to each transfer agent of Ordinary Shares by registered or certified mail, and, following the
Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights
Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within
a period of 30 days after giving notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of
a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection
by the Company), then the registered holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent,
whether appointed by the Company or by such a court, shall be (A) a corporation organized and doing
business under the laws of the United States, the Cayman Islands or Hong Kong, which is authorized
under such laws to exercise corporate trust or stock transfer powers and is subject to supervision
or examination by federal or state authority and which has at the time of its appointment as Rights
Agent a combined capital and surplus of at least US$50 million or (B) an affiliate of a corporation
described in clause (A) of this sentence. After appointment, the successor Rights Agent shall be
vested with the same powers, rights, duties and responsibilities as if it had been originally named
as Rights Agent under this Rights Agreement without further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of Ordinary Shares,
and, following the Distribution Date, mail a notice thereof in writing to the registered holders of
the Right Certificates. Failure to give any notice provided for in this Section 21, however, or
any defect therein, shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may be.




          Section 22. Issuance of New Right Certificates. Notwithstanding any of the provisions
of this Rights Agreement or of the Rights to the contrary, the Company may, at its option, issue
new Right Certificates evidencing Rights in such forms as may be approved by its Board of Directors
to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares
or other securities or property purchasable under the Right Certificates made in accordance with
the provisions of this Rights Agreement. In addition, in connection with the issuance or sale of
Ordinary Shares following the Distribution Date and prior to the




-26-









 







Expiration Date, the Company may
with respect to Ordinary Shares so issued or sold pursuant to (i) the exercise of share options,
(ii) under any employee plan or arrangement, (iii) the exercise, conversion or exchange of
securities, notes or debentures issued by the Company or (iv) a contractual obligation of the
Company, in each case existing prior to the Distribution Date, issue Right Certificates
representing the appropriate number of Rights in connection with such issuance or sale.




          Section 23. Redemption. (a) The Board of Directors of the Company may, at any time
prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than
all the then-outstanding Rights at a redemption price of US$0.01 per Right, appropriately adjusted
to reflect any share split, share dividend or similar transaction occurring after the date hereof
(the “Redemption Price”). The redemption of the Rights may be made effective at such time,
on such basis and with such conditions as the Board of Directors in its sole discretion may
establish. The Company may, at its option, pay the Redemption Price in cash, Ordinary Shares
(based on the current market price of the Ordinary Shares at the time of redemption as determined
pursuant to Section 11(d)(i) hereof) or any other form of consideration deemed appropriate by the
Board of Directors.




          (b) Immediately upon the action of the Board of Directors ordering the redemption of the
Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of
Directors may establish for the effectiveness of such redemption), and without any further action
and without any notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall
promptly give public notice of any such redemption; provided, however, that the
failure to give, or any defect in, any such notice shall not affect the validity of such
redemption. Within 10 days after such action of the Board of Directors ordering the redemption of
the Rights (or such later time as the Board of Directors may establish for the effectiveness of
such redemption), the Company shall mail a notice of redemption to all the holders of the
then-outstanding Rights at their last addresses as they appear upon the registry books of the
Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for
the Ordinary Shares. Any notice which is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice. Each such notice of redemption shall state
the method by which the payment of the Redemption Price will be made.




          Section 24. Exchange. (a) The Board of Directors of the Company may, at its option,
at any time after any Person first becomes an Acquiring Person, exchange all or part of the
then-outstanding and exercisable Rights (which shall not include Rights that have not become
effective or that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for
Ordinary Shares at an exchange ratio of one Ordinary Share per Right, appropriately adjusted to
reflect any share subdivision, share dividend or similar transaction occurring after the date
hereof (such amount per Right being hereinafter referred to as the “Exchange Ratio”).
Notwithstanding the foregoing, the Board of Directors shall not be empowered to effectuate such
exchange at any time after an Acquiring Person becomes the Beneficial Owner of Ordinary Shares
aggregating 50% or more of the Ordinary Shares then outstanding. From and after the occurrence of
an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged
pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13
and may not be exchanged pursuant to this Section 24(a). The exchange of the




-27-









 







Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the
Board of Directors in its sole discretion may establish.




          (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company
ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any
further action and without any notice, the right to exercise such Rights shall terminate and the
only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares
equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The
Company shall promptly give public notice of any such exchange; provided, however,
that the failure to give, or any defect in, such notice shall not affect the validity of such
exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of
the Rights so exchanged at their last addresses as they appear upon the registry books of the
Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice of exchange will state the method
by which the exchange of the Ordinary Shares for Rights will be effected and, in the event of any
partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be
effected pro rata based on the number of Rights (other
than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)
held by each holder of Rights.




          (c) In the event that there shall not be sufficient Ordinary Shares authorized but unissued
(and unreserved) to permit an exchange of Rights as contemplated in accordance with this Section
24, the Company shall take all such action as may be necessary to authorize additional Ordinary
Shares for issuance upon exchange of the Rights.




          (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute
certificates which evidence fractional Ordinary Shares upon exchange of the Rights. In lieu of
such fractional Ordinary Shares, the Company shall pay to the registered holders of Right
Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable, an
amount in cash equal to the same fraction of the current market value of one Ordinary Share. For
the purposes of this Section 24(d), the current market value of an Ordinary Share shall be the
closing price of an Ordinary Share (as determined pursuant to Section 11(d)(ii) hereof) for the
Trading Day immediately prior to the date of such exchange pursuant to this Section 24.




          Section 25. Notice of Certain Events. (a) In case the Company shall at any time
after the earlier of the Distribution Date or the Share Acquisition Date propose (i) to pay any
dividend payable in shares of any class to the holders of its Ordinary Shares or to make any other
distribution to the holders of its Ordinary Shares (other than a regular quarterly cash dividend),
(ii) to offer to the holders of its Ordinary Shares rights or warrants to subscribe for or to
purchase any additional Ordinary Shares or shares of any class or any other securities, rights or
options, (iii) to effect any reclassification of its Ordinary Shares (other than a reclassification
involving only the subdivision or consolidation of outstanding Ordinary Shares), (iv) to effect the
liquidation, dissolution or winding up of the Company, or (v) to declare or pay any dividend on the
Ordinary Shares payable in Ordinary Shares or to effect a subdivision or consolidation of the
Ordinary Shares (by reclassification or otherwise than by payment of dividends in Ordinary Shares),
then, in each such case, the Company shall give to each holder of a Right Certificate, in




-28-









 







accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record
date for the purposes of such share dividend, or distribution or offering of rights or warrants, or
the date on which such liquidation, dissolution, reclassification, subdivision, consolidation or
winding up is to take place and the date of participation therein by the holders of the Ordinary
Shares, if any such date is to be fixed, and such notice shall be so given in the case of any
action covered by clause (i) or (ii) above at least 10 days prior to the record date for
determining holders of the Ordinary Shares for purposes of such action, and in the case of any such
other action, at least 10 days prior to the date of the taking of such proposed action or the date
of participation therein by the holders of the Ordinary Shares, whichever shall be the earlier.




          (b) In case any event described in Section 11(a)(ii) or Section 13 shall occur then the
Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or if
occurring prior to the Distribution Date, the holders of the Ordinary Shares) in accordance with
Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event
and the consequences of such event to holders of Rights under Section 11(a)(ii) and Section 13
hereof.




          Section 26. Notices. Notices or demands authorized by this Rights Agreement to be
given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company
shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until
another address is filed in writing with the Rights Agent) as follows:




          Yingli Green Energy Holding Company Limited



          No. 3055 Middle Fuxing Road



          Baoding 070151, People’s Republic of China



          Attention: Chief Financial Officer


Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Rights
Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the
Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Company) as follows:




          RBC Dexia Corporate Services Hong Kong Limited



          51st floor, Central Plaza



          18 Harbour Road



          Wanchai, Hong Kong



          Attention:
Director


Notices or demands authorized by this Rights Agreement to be given or made by the Company or the
Rights Agent to the holder of any Right Certificate (or if occurring prior to the Distribution
Date, the holders of the Ordinary Shares) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown
on the registry books of the Company.




          Section 27. Supplements and Amendments. Except as otherwise provided in this Section
27, for so long as the Rights are then redeemable, the Company may in its sole and absolute
discretion, and the Rights Agent shall if the Company so directs, supplement or amend




-29-









 







any provision
of this Rights Agreement in any respect without the approval of any holders of the Rights. At any
time when the Rights are no longer redeemable, except as otherwise provided in this Section 27, the
Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Rights
Agreement without the approval of any holders of Rights in order to (i) cure any ambiguity, (ii)
correct or supplement any provision contained herein which may be defective or inconsistent with
any other provisions herein, (iii) shorten or lengthen any time period hereunder, or (iv) change or
supplement the provisions hereunder in any manner which the Company may deem necessary or
desirable; provided, however, that no such supplement or amendment shall adversely
affect the interests of the holders of Rights as such (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights again to
become redeemable or cause this Rights Agreement again to become amendable other than in accordance
with this sentence. Notwithstanding anything contained in this Rights Agreement to the contrary,
no supplement or amendment shall be made which decreases the Redemption Price. Upon the delivery
of a certificate from an appropriate officer of the Company which states that the supplement or
amendment is in compliance with the terms of this Section 27, the Rights
Agent shall execute such supplement or amendment; provided that any supplement or
amendment that does not amend Sections 18, 19, 20 or 21 hereof in a manner adverse to the Rights
Agent shall become effective immediately upon execution by the Company, whether or not also
executed by the Rights Agent.




          Section 28. Successors. All the covenants and provisions of this Rights Agreement by
or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.




          Section 29. Benefits of this Rights Agreement. Nothing in this Rights Agreement shall
be construed to give to any Person other than the Company, the Rights Agent and the registered
holders of the Right Certificates (and, prior to the Distribution Date, the Ordinary Shares) any
legal or equitable right, remedy or claim under this Rights Agreement; but this Rights Agreement
shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered
holders of the Right Certificates (and, prior to the Distribution Date, the Ordinary Shares).




          Section 30. Determinations and Actions by the Board of Directors. The Board of
Directors of the Company shall have the exclusive power and authority to administer this Rights
Agreement and to exercise the rights and powers specifically granted to the Board of Directors of
the Company or to the Company, or as may be necessary or advisable in the administration of this
Rights Agreement, including, without limitation, the right and power to (i) interpret the
provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable
for the administration of this Rights Agreement (including, without limitation, a determination to
redeem or not redeem the Rights or to amend this Rights Agreement). All such actions,
calculations, interpretations and determinations (including, for purposes of clause (y) below, all
omissions with respect to the foregoing) that are done or made by the Board of Directors of the
Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent,
the holders of the Rights, as such, and all other parties, and (y) not subject the Board of
Directors to any liability to the holders of the Rights.




-30-









 








          Section 31. Severability. If any term, provision, covenant or restriction of this
Rights Agreement or applicable to this Rights Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Rights Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated; provided, however,
that notwithstanding anything in this Agreement to the contrary, if any such term, provision,
covenant or restriction is held by such court or authority to be invalid, void or unenforceable and
the Board determines in its good faith judgment that severing the invalid language from this
Agreement would adversely affect the purpose or effect of this Agreement, the right of redemption
set forth in Section 23 hereof shall be reinstated (with prompt notice to the Rights Agent) and
shall not expire until the close of business on the tenth Business Day following the date of such
determination by the Board. Without limiting the foregoing, if any provision requiring a specific
group of Directors of the Company to act is held to by any court of competent jurisdiction or other
authority to be invalid,
void or unenforceable, such determination shall then be made by the Board in accordance with
applicable law and the Company’s memorandum and articles of association.




          Section 32. Governing Law. This Rights Agreement and each Right Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of New York, U.S.A. and
for all purposes shall be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State, except to the extent
that mandatory provisions of the laws of the Cayman Islands are applicable.




          Section 33. Counterparts. This Rights Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same instrument.




          Section 34. Descriptive Headings. Descriptive headings of the several Sections of
this Rights Agreement are inserted for convenience only and shall not control or affect the meaning
or construction of any of the provisions hereof.




          Section 35. Force Majeure. Notwithstanding anything to the contrary contained herein,
the Rights Agent shall not be liable for any delays or failures in performance resulting from acts
beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage
of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss
of data due to power failures or mechanical difficulties with information storage or retrieval
systems, labor difficulties, war, or civil unrest.





-31-









 








          IN WITNESS WHEREOF, the parties hereto have caused this Rights Agreement to be duly executed
and attested, all as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	 	YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

 	 
	Attest: 	 	 	By:  	/s/
Liansheng Miao 	 
	 	 	 	 	Name:  	Liansheng Miao 	 
	 	 	 	 	Title:  	Chief Executive Officer 	 
	 
	 	 	 	RBC DEXIA CORPORATE SERVICES HONG KONG LIMITED

 	 
	Attest: 	 	 	By:  	/s/
Rebecca Lee 	 
	 	 	 	 	Name:  	Rebecca Lee 	 
	 	 	 	 	Title:  	Director 	 
	 
	Attest: 	 	 	By:  	/s/
John Ham 	 
	 	 	 	 	Name:  	John Ham 	 
	 	 	 	 	Title:  	Head, Compliance and Legal, Asia 	 
	 



SIGNATURE
PAGE TO THE RIGHTS AGREEMENT




 













 





EXHIBIT A




FORM OF RIGHT CERTIFICATE




			
	Certificate No. R- ___
	 	___ Rights






NOT EXERCISABLE AFTER OCTOBER 17, 2017 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS.
THE RIGHTS ARE SUBJECT TO REDEMPTION AT US$0.01 PER RIGHT AND TO EXCHANGE ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH
IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR
BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN
TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.



Right Certificate




YINGLI GREEN ENERGY HOLDING COMPANY LIMITED




          This certifies that                      or registered assigns, is the registered owner of the number
of Rights set forth above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement, dated as of October 17, 2007, as the same may be
amended from time to time (the “Rights Agreement”), between Yingli Green Energy Holding
Company Limited, a Cayman Islands company (the “Company”), and RBC Dexia Corporate Services
Hong Kong Limited (the “Rights Agent”), to purchase from the Company at any time after the
Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., Hong
Kong time, on October 17, 2017 at the office or agency of the Rights Agent designated for such
purpose, or of its successor as Rights Agent, one fully paid non-assessable Ordinary Share, par
value US$0.01 per share (the “Ordinary Share”), of the Company, at a purchase price of
US$95.00 per Ordinary Share (the “Purchase Price”), upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase duly executed. The number of Rights
evidenced by this Right Certificate (and the number of Ordinary Shares which may be purchased upon
exercise hereof) set forth above, and the Purchase Price set forth above, are the number and
Purchase Price as of October 26, 2007, based on the Ordinary Shares as constituted at such date.
As provided in the Rights Agreement, the Purchase Price, the number of Ordinary Shares (or other
securities or property) which may be purchased upon the exercise of the Rights and the number of
Rights evidenced by this Right Certificate are subject to modification and adjustment upon the
happening of certain events.




          This Right Certificate is subject to all of the terms, provisions and conditions of the Rights
Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and
made a part hereof and to which Rights Agreement reference is hereby made for a
full description of the rights, limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of
the Rights



A-1









 






Agreement are on file at the principal executive offices of the Company. The Company
will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge
after receipt of a written request therefor.




          This Right Certificate, with or without other Right Certificates, upon surrender at the office
or agency of the Rights Agent designated for such purpose, may be exchanged for another Right
Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of Ordinary Shares as the Rights evidenced by the Right
Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this
Right Certificate shall be exercised in part, the holder shall be entitled to receive upon
surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not
exercised.




          Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate
(i) may be redeemed by the Company at a redemption price of US$0.01 per Right or (ii) may be
exchanged in whole or in part for Ordinary Shares. Rights holders may be liable to meet a call for
payment of the par value of Ordinary Shares if so determined by the Board of Directors.




          No fractional Ordinary Shares will be issued upon the exercise or exchange of any Right or
Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights
Agreement.




          No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends
or be deemed for any purpose the holder of the Ordinary Shares or of any other securities of the
Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything
contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such,
any of the rights of a shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or other actions
affecting shareholders (except as provided in the Rights Agreement) or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by this Right certificate
shall have been exercised or exchanged as provided in the Rights Agreement.




          This Right Certificate shall not be valid or obligatory for any purpose until it shall have
been countersigned by the Rights Agent.




A-2









 








          WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.
Dated as of                      __, ____.




	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	YINGLI GREEN ENERGY HOLDING COMPANY LIMITED	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Countersigned:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	RBC DEXIA CORPORATE SERVICES 

HONG KONG LIMITED	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 
	 	 
	 	 
	 	 






A-3









 






Form of Reverse Side of Right Certificate




FORM OF ASSIGNMENT




(To be executed by the registered holder if such

holder desires to transfer the Right Certificate)




          FOR VALUE RECEIVED                                          hereby sells, assigns and transfer unto
                                        




 






(Please print name and address of transferee)




 





Rights represented by this Right Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint                      Attorney, to transfer said
Rights on the books of the within-named Company, with full power of substitution.




Dated: ______________, ____




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Signature 	 
	 	 	 
	 


Signature Guaranteed:




          Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible
institution participating in a recognized signature guarantee medallion program.




          The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not
beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned
or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement).




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Signature 	 
	 	 	 



A-4









 






	 	 	 	 	 



Form of Reverse Side of Right Certificate — continued




FORM OF ELECTION TO PURCHASE




(To be executed if holder desires to exercise

Rights represented by the Rights Certificate)




To the Rights Agent:




          The undersigned hereby irrevocably elects to exercise                      Rights represented by
this Right Certificate to purchase the Ordinary Shares (or other securities or property) issuable
upon the exercise of such Rights and requests that certificates for such Ordinary Shares (or such
other securities) be issued in the name of:




 






                                                         (Please print name and address)




 





If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new
Right Certificate for the balance remaining of such Rights shall be registered in the name of and
delivered to:



Please insert social security

or other identifying number: __________________________________________________________________




 






                                                         (Please print name and address)




 






Dated: ________________, ___




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Signature 	 
	 	(Signature must conform to holder

specified on Right Certificate) 	 
	 


Signature Guaranteed:




          Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible
institution participating in a recognized signature guarantee medallion program.




          The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not
beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned
or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement).




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Signature 	 
	 	 	 



A-5









 






	 	 	 	 	 



Form of Reverse Side of Right Certificate — continued




NOTICE




          The signature in the Form of Assignment or Form of Election to Purchase, as the case may be,
must conform to the name as written upon the face of this Right Certificate in every particular,
without alteration or enlargement or any change whatsoever.




          A completed Form of Assignment or Form of Election to Purchase must be accompanied by
certified identification documents and residential proof for individuals for any party who is an
individual and certified organizational documents and certified identification documents of
signatories for any party who is not an individual.




          In the event the certification set forth above in the Form of Assignment or the Form of
Election to Purchase, as the case may be, is not completed, or the proper identification documents
set forth in the paragraph above are not provided, such Assignment or Election to Purchase will not
be honored.




 







A-6











 





EXHIBIT B





UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR
TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS
AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE
TRANSFERABLE.



SUMMARY OF RIGHTS TO PURCHASE ORDINARY SHARES




          On October 17, 2007, the Board of Directors of Yingli Green Energy Holding Company Limited, a
Cayman Islands company (the “Company”), authorized the distribution of one ordinary share
purchase right (a “Right”) for each outstanding ordinary share, par value US$0.01 per
share, of the Company (the “Ordinary Share”). The distribution will be made on October 26,
2007, to the shareholders of record as of the close of business on October 26, 2007 (the
“Record Date”). Each Right entitles the registered holder to purchase from the Company one
Ordinary Share at a price of US$95.00 per Ordinary Share (as the same may be adjusted, the
“Purchase Price”). The description and terms of the Rights are set forth in a Rights
Agreement, dated as of October 17, 2007 (as the same may be amended from time to time, the
“Rights Agreement”), between the Company and RBC Dexia Corporate Services Hong Kong
Limited, as Rights Agent (the “Rights Agent”).




          Until the close of business on the earlier of (i) the tenth day after the first date of a
public announcement that a person (other than an Exempted Entity (as defined below)) or group of
affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership
of 15% or more of the Ordinary Shares then outstanding or (ii) the tenth business day (or such
later date as may be determined by action of the Board of Directors prior to such time as any
person or group of affiliated persons becomes an Acquiring Person) after the date of commencement
of, or the first public announcement of an intention to commence, a tender offer or exchange offer
the consummation of which would result in the beneficial ownership by a person (other than an
Exempted Entity) or group of 15% or more of the Ordinary Shares then outstanding (the earlier of
such dates being herein referred to as the “Distribution Date”), the Rights will be
evidenced by the Ordinary Shares represented by certificates for Ordinary Shares outstanding as of
the Record Date, together with a copy of this summary of rights (this “Summary of Rights”)
disseminated in connection with the original distribution of Rights.




          “Exempted Entity” shall mean (1) the Company, (2) any Subsidiary (as defined in the
Rights Agreement) of the Company (in the case of subclauses (1) and (2) including, without
limitation, in its fiduciary capacity), (3) any entity or trustee holding Ordinary Shares for or
pursuant to the terms of any employee benefit plan of the Company or of any Subsidiary of the
Company or for the purpose of funding any such plan or funding other employee benefits for
employees of the Company or of any Subsidiary of the Company, (4) any Yingli Power Entity (as
defined in the Rights Agreement); provided, however, that any Yingli Power Entity
shall only be deemed to be an Exempted Entity for so long as it beneficially owns no more than
46.42% of the outstanding Ordinary Shares; and provided, further, that any Yingli
Power Entity shall cease to be an Exempted Entity as of the date that it ceases to beneficially own
15% or more of Ordinary Shares then outstanding and (5) any Tianwei Baobian Entity (as defined in the Rights
Agreement) with respect to Ordinary Shares of which it obtains
Beneficial Ownership (as defined in the Rights Agreement) pursuant to
the
Subscription Right (as defined in the Rights Agreement) or from a Yingli Power Entity; provided, however, that any
Tianwei Baobian




B-1









 







Entity shall only be deemed to be an Exempted Entity for so long as it beneficially owns no
more than 26.78% of the outstanding Ordinary Shares (excluding any
Ordinary Shares as to which it acquires Beneficial Ownership
from a Yingli Power Entity); and provided, further, that any Tianwei Baobian Entity
shall cease to be an Exempted Entity as of the date that it ceases to beneficially own 15% or more
of Ordinary Shares then outstanding.




          The Rights Agreement provides that, until the Distribution Date (or earlier redemption or
expiration of the Rights), the Rights will be transferable only in connection with the transfer of
Ordinary Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any certificates for Ordinary Shares outstanding as of the Record
Date, even without a notation incorporating the Rights Agreement by reference or a copy of this
Summary of Rights, will also constitute the transfer of the Rights associated with the Ordinary
Shares represented by such certificate. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights (“Right Certificates”) will be mailed to
holders of record of the Ordinary Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.




          The Rights are not exercisable until the Distribution Date. The Rights will expire on October
17, 2017 (the “Final Expiration Date”), unless the Final Expiration Date is extended or
unless the Rights are earlier redeemed or exchanged by the Company, in each case as described
below. The Rights Agreement is effective as of October 17, 2007.




          In the event that any person or group of affiliated or associated persons becomes an Acquiring
Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereupon become void), will thereafter have the right to receive upon exercise of a Right and
payment of the Purchase Price, that number of Ordinary Shares having a market value of two times
the Purchase Price.




          In the event that, after a person or group has become an Acquiring Person, the Company is
acquired in a amalgamation, merger, scheme of arrangement or other business combination transaction
or 50% or more of its consolidated assets or earning power are sold, proper provision will be made
so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which
will have become void) may thereafter have the right to receive, upon the exercise thereof at the
then-current exercise price of the Right, that number of ordinary shares of the person with whom
the Company has engaged in the foregoing transaction (or its parent), which number of shares at the
time of such transaction will have a market value of two times the Purchase Price.




          At any time after any person or group becomes an Acquiring Person and prior to the acquisition
by such person or group of 50% or more of the outstanding Ordinary Shares or the occurrence of an
event described in the prior paragraph, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become void), in whole or
in part, at an exchange ratio of one Ordinary Share per Right (subject to adjustment). Rights
holders may be liable to meet a call for payment of the par value of Ordinary Shares if so
determined by the Board of Directors.




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          The Purchase Price payable, and the number of Ordinary Shares or other securities or property
issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a share dividend on, or a subdivision, consolidation or
reclassification of, the Ordinary Shares, (ii) upon the grant to holders of the Ordinary Shares of
certain rights or warrants to subscribe for or purchase Ordinary Shares at a price, or securities
convertible into Ordinary Shares with a conversion price, less than the then-current market price
of the Ordinary Shares or (iii) upon the distribution to holders of the Ordinary Shares of
evidences of indebtedness or assets (excluding regular quarterly cash dividends or dividends
payable in Ordinary Shares) or of subscription rights or warrants (other than those referred to
above).




          With certain exceptions, no adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Ordinary Shares on the last
trading day prior to the date of exercise.




          At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of US$0.01 per Right (the
“Redemption Price”). The redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.




          For so long as the Rights are then redeemable, the Company may, except with respect to the
Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer
redeemable, the Company may, except with respect to the Redemption Price, amend the Rights
Agreement in any manner that does not adversely affect the interests of holders of the Rights.




          Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a
shareholder of the Company, including, without limitation, the right to vote or to receive
dividends.




          A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as
an Exhibit to a Registration Statement on Form 8-A dated October 17, 2007. A copy of the Rights
Agreement is available free of charge from the Company. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by reference to the Rights
Agreement, as the same may be amended from time to time, which is hereby incorporated herein by
reference.





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