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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 20-F
  (Mark One)o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
    12(g)  OF THE SECURITIES EXCHANGE ACT OF 1934ORþ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934ORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934   Commission file number
    001-33469
 Yingli Green Energy Holding
    Company Limited
 (Exact Name of Registrant as
    Specified in Its Charter)
   Cayman Islands
   (Jurisdiction of Incorporation
    or Organization)
   No. 3055 Middle Fuxing Road
    Baoding 071051, Peoples Republic of China
   (Address of Principal Executive
    Offices)
   Zongwei Li
    Telephone: (86
    312) 8929-700
    Facsimile: (86
    312) 8929-800
    No. 3055 Middle Fuxing Road
 Baoding 071051, Peoples
    Republic of China
 (Name, Telephone,
    E-mail
    and/or Facsimile number and Address of Company Contact
    Person)
 Securities registered or to be registered pursuant to
    Section 12(b) of the Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredOrdinary Shares, par value US$0.01 per share
    American Depositary Shares, each representing one Ordinary Share

New York Stock Exchange    Securities registered or to be
    registered pursuant to Section 12(g) of the Act: None
    Securities for which there is a reporting obligation pursuant to
    Section 15(d) of the Act: None
    þ o
  o þ
  þ o
  Regulation S-T o o
     þ Large
    accelerated filer
    o Accelerated
    filer
    oNon-accelerated
    filer    þ U.S.
    GAAP

o International
    Financial Reporting Standards as issued
    by the International Accounting Standards Board

o Other   o o
  Rule 12b-2 o þ
  (APPLICABLE
    ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
    PAST FIVE YEARS)
  o o




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##### 





YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED
  ANNUAL
    REPORT ON
    FORM 20-F
  Table of
    Contents
   
 PagePART IItem 1.


Identity of Directors, Senior Management and
    Advisers


1Item 2.


Offer Statistics and Expected Timetable


1Item 3.


Key Information


1Item 4.


Information on the Company


40Item 5.


Operating and Financial Review and Prospects


71Item 6.


Directors, Senior Management and Employees


100Item 7.


Major Shareholders and Related Party
    Transactions


110Item 8.


Financial Information


116Item 9.


The Offer and Listing


118Item 10.


Additional Information


119Item 11.


Quantitative and Qualitative Disclosures about
    Market Risk


125Item 12.


Description of Securities Other Than Equity
    Securities


127PART IIItem 13.


Defaults, Dividend Arrearages and
    Delinquencies


128Item 14.


Material Modifications to the Rights of Security
    Holders and Use of Proceeds


128Item 15.


Controls and Procedures


130Item 16A.


Audit Committee Financial Expert


131Item 16B.


Code of Ethics


131Item 16C.


Principal Accountant Fees and Services


131Item 16D.


Exemptions from the Listing Standards for Audit
    Committees


131Item 16E.


Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


131Item 16F.


Change in Registrants Certifying
    Accountant


131Item 16G.


Corporate Governance


131PART IIIItem 17.


Financial Statements


132Item 18.


Financial Statements


132Item 19.


Exhibits


132EX-4.8EX-4.19EX-4.30EX-8.1EX-12.1EX-12.2EX-13.1EX-13.2EX-15.1




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CONVENTIONS
    THAT APPLY TO THIS ANNUAL REPORT ON
    FORM 20-F
    
    and Euro are to the legal
    currency of the member states of the European Union that adopted
    such currency as their single currency in accordance with the
    Treaty Establishing the European Community (signed in Rome on
    March 25, 1957), as amended by the Treaty on European Union
    (signed in Maastricht on February 7, 1992);
    US$ and U.S. dollars are to the
    legal currency of the United States;
    ADRs are to the American depositary receipts, which,
    if issued, evidence our ADSs;
    ADSs are to the American depositary shares, each
    representing one ordinary share, par value US$0.01 per share, of
    our company;
    China and the PRC are to the
    Peoples Republic of China, excluding, for the purpose of
    this annual report only, Taiwan and the special administrative
    regions of Hong Kong and Macau;
    convertible senior notes are to our zero coupon
    convertible senior notes due 2012;
    RMB and Renminbi are to the legal
    currency of the PRC;
    shares and ordinary shares are to our
    ordinary shares, par value US$0.01 per share; and
    we, us our and our
    company refer to Yingli Green Energy Holding Company
    Limited, a company incorporated in the Cayman Islands, all
    direct and indirect consolidated subsidiaries of Yingli Green
    Energy Holding Company Limited, and our predecessor, Baoding
    Tianwei Yingli New Energy Resources Co., Ltd., or Tianwei
    Yingli, and its consolidated subsidiary, unless the context
    otherwise requires or as otherwise indicates. PART I  ITEM 1.
    IDENTITY
    OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS    ITEM 2.
    OFFER
    STATISTICS AND EXPECTED TIMETABLE    ITEM 3.
    KEY
    INFORMATION  A.
    Selected
    Financial Data       1




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810-10, Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51 810-10, Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51
    Predecessor

Yingli Green EnergyFor the

For thePeriod from

Period fromJanuary 1,

August 7,2006 through

2006 throughSeptember 4,

December 31,

For the Year Ended December 31,2006

2006

2007

2008

2009

2010(In thousands

(In thousands, except share, ADS, per share and per ADS
    data)of RMB)RMB

RMB

RMB

RMB

RMB

US$Consolidated Statement of Operations DataNet revenues


883,988



754,793



4,059,323



7,553,015



7,254,869



12,499,987



1,893,937Gross profit


282,413



189,862



1,040,604



1,767,216



1,714,373



4,152,785



629,210Income from operations


234,631



132,288



679,543



1,153,300



318,550



2,780,598



421,303Interest expense


(22,441
)


(25,789
)


(65,945
)


(162,131
)


(376,336
)


(438,011
)


(66,365
)Foreign currency exchange gains (losses)


(3,406
)


(4,693
)


(32,662
)


(66,286
)


38,389



(338,216
)


(51,245
)Loss on debt extinguishment






(3,908
)










(244,744
)






Loss from revaluation of embedded derivative


















(231,345
)






Income tax benefit (expense)(6)


(22,546
)


(22,968
)


(12,928
)


5,588



31,831



(333,466
)


(50,524
)Loss (earnings) attributable to the noncontrolling interests


76



(45,285
)


(192,612
)


(293,300
)


(78,865
)


(311,257
)


(47,160
)Net income (loss) attributable to Yingli Green Energy(1)(6)


186,223



30,017



387,909



653,826



(531,595
)


1,386,776



210,119Net income (loss) applicable to Yingli Green Energys
    ordinary shareholders(6)






23,048



334,758



653,826



(531,595
)


1,386,776



210,119Basic earnings (loss) per share applicable to ordinary
    shareholders(1)(2)(6)






0.36



2.99



5.13



(3.83
)


9.15



1.39Diluted earnings (loss) per share applicable to ordinary
    shareholders(1)(2)(6)






0.36



2.88



5.05



(3.83
)


8.86



1.34Basic earnings (loss) per ADS(1)(2)(6)






0.36



2.99



5.13



(3.83
)


9.15



1.39Diluted earnings (loss) per ADS(1)(2)(6)






0.36



2.88



5.05



(3.83
)


8.86



1.34Weighted average ordinary shares and ADSs outstandingBasic






56,510,959



97,444,766



127,419,040



138,759,177



151,542,518



151,542,518Diluted






56,905,878



101,023,067



129,494,385



138,759,177



156,558,197



156,558,197   Predecessor

Yingli Green EnergyFor the Period

For the Periodfrom

fromJanuary 1,

August 7,2006 through

2006 through

For the YearSeptember 4,

December 31,

Ended December 31,2006

2006

2007

2008

2009

2010(In percentages)Other Consolidated Financial DataGross profit margin(3)


31.9
%


25.2
%


25.6
%


23.4
%


23.6
%


33.2
%Operating profit margin(3)


26.5
%


17.5
%


16.7
%


15.3
%


4.4
%


22.2
%Net profit(loss) margin(3)


21.1
%


4.0
%


9.6
%


8.7
%


(7.3
%)


11.1
%   2




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As of December 31,2006

2007

2008

2009

2010(In thousands

(In thousands

(In thousands

(In thousands

(In thousands

(In thousandsof RMB)

of RMB)

of RMB)

of RMB)

of RMB)

of US$)Consolidated Balance Sheet DataCash


78,455



961,077



1,108,914



3,248,086



5,856,132



887,293Accounts receivable, net


281,921



1,240,844



1,441,949



1,750,898



1,909,319



289,291Inventories


811,746



1,261,207



2,040,731



1,665,021



2,524,956



382,569Prepayments to suppliers


134,823



1,056,776



774,014



329,457



573,937



86,960Total current assets


1,722,295



5,072,908



6,061,133



7,956,475



12,907,061



1,955,615Long-term prepayments to suppliers


226,274



637,270



674,164



678,311



504,326



76,413Property, plant and equipment, net


583,498



1,479,829



3,385,682



6,573,851



9,933,956



1,505,145Total assets


2,813,461



7,657,579



11,067,796



16,257,105



24,188,494



3,664,924Short-term bank borrowings, including current portion of
    long-term bank debt(4)


267,286



1,261,275



2,044,200



3,501,027



5,857,878



887,557Convertible senior notes














1,291,843







Total current liabilities


649,002



1,519,577



2,829,419



6,939,388



9,782,978



1,482,269Senior secured convertible notes














100,139



83,213



12,608Long-term bank debt, excluding current portion










662,956



752,809



2,496,482



378,255Total liabilities(6)


1,339,878



2,859,346



4,895,526



8,071,246



13,914,878



2,108,314Ordinary shares


4,745



9,884



9,922



11,363



11,881



1,800Noncontrolling interests


387,716



754,799



1,395,151



1,550,785



1,922,744



291,325Total shareholders equity


1,473,583



4,798,233



6,172,270



8,185,859



10,273,616



1,556,610   For the Year Ended December 31,2006

2007

2008

2009

2010Consolidated Operating DataPV modules sold (in megawatts)(5)


51.3



142.5



281.5



525.3



1,061.6     (1)
    
    Commencing January 1, 2007, one of our principal operating
    subsidiaries, Tianwei Yingli, began enjoying certain exemptions
    from income tax. Prior to January 1, 2007, there was no tax
    exemption in place.    For the Year Ended December 31,2007

2008

2009

2010RMB

RMB

RMB

RMB

US$(In thousands, except per share data)Net income (loss) attributable to Yingli Green Energy


78,357



196,873



(51,226
)


94,632



14,338Basic earnings (loss) per share


0.80



1.55



(0.37
)


0.62



0.09Diluted earnings (loss) per share


0.78



1.52



(0.37
)


0.59



0.09   (2)
    
    Tianwei Yingli, our predecessor, is not a share-based company
    and had no outstanding shares for the periods presented, and
    therefore, we have not presented earnings per share for Tianwei
    Yingli.(3)
    
    Gross profit margin, operating profit margin and net
    profit(loss) margin represent gross profit, operating profit and
    net profit or loss attributable to Yingli Green Energy,
    respectively, divided by net revenues.(4)
    
    Includes loans guaranteed or entrusted by related parties, which
    amounted to RMB 233.0 million, RMB 470.2 million,
    nil, RMB 370.0 million and RMB 1,647.2 million
    (US$249.6 million), as of December 31, 2006, 2007,
    2008, 2009 and 2010, respectively.(5)
    
    PV modules sold for a given period represents the total PV
    modules, as measured in megawatts, delivered to customers under
    the then effective supply contracts during such period. 3




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(6)
    
    Our previously reported unaudited 2010 financial results and the
    fourth quarter 2010 financial results have been revised to
    reflect an additional deferred tax liability of RMB
    32.4 million (US$4.9 million), which resulted in a
    decrease in net income attributable to Yingli Green Energy from
    RMB 1,419.2 million (US$215.0 million) to RMB
    1,386.8 million (US$210.1 million) for the year ended
    December 31, 2010 and from RMB 554.4 million
    (US$84.0 million) to RMB 522.0 million
    (US$79.1 million) for the fourth quarter ended
    December 31, 2010.  Exchange
    Rate Information
      Noon Buying Rate(1)Period

Period End

Average(2)

High

Low(RMB per US$1.00)2006


7.8041



7.9579



8.0702



7.80412007


7.2946



7.5806



7.8127



7.29462008


6.8225



6.9192



7.2946



6.78002009


6.8259



6.8295



6.8470



6.81762010


6.6000



6.7603



6.8330



6.6000November


6.6670



6.6558



6.6892



6.6330December


6.6000



6.6497



6.6745



6.60002011January


6.6017



6.5843



6.6017



6.5809February


6.5713



6.5761



6.5965



6.5520March


6.5483



6.5645



6.5743



6.5483April


6.4900



6.5267



6.5477



6.4900May (through May 6, 2011)


6.4925



6.4931



6.4955



6.4920     (1)
    
    Source: Federal Reserve Bank of New York for 2008 and prior
    periods and H.10 weekly statistical release of the Federal
    Reserve Board for January 2009 and later periods.(2)
    
    Annual averages are calculated by averaging exchange rate on the
    last business day of each month or the elapsed portion thereof
    during the relevant period. Monthly averages are calculated
    using the average of the daily rates during the relevant period.  B.
    Capitalization
    and Indebtedness    C.
    Reasons
    for the Offer and Use of Proceeds   4




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D.
    Risk
    Factors  Risks
    Related to Us and the PV Industry
  Adverse
    economic conditions in our target markets as well as an
    increased supply of PV modules has had and may continue to have
    a material adverse effect on our profitability and results of
    operations.
      The
    high cost or inaccessibility of financing for solar energy
    projects has adversely affected and may continue to adversely
    affect demand for our products and materially reduce our revenue
    and profits.
   5




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A
    significant reduction in or discontinuation of government
    subsidies and economic incentives may have a material adverse
    effect on our results of operations.
    24-26% 20-25%
  We had
    experienced, and may experience in the future, industry-wide
    shortage of polysilicon. Our failure to obtain polysilicon in
    sufficient quantities, of appropriate quality and in a timely
    manner could disrupt our operations, prevent us from operating
    at full capacity or limit our ability to expand as planned,
    which will reduce, and limit the growth of, our manufacturing
    output and revenue.
     6




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Volatility
    in polysilicon prices may adversely affect our results of
    operations.
    Our
    polysilicon cost may increase as a result of entering into fixed
    arrangements with our suppliers, and the excess costs and
    expenses to operate and manage our in-house polysilicon
    production may materially and adversely affect our results of
    operation.
       7




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Our
    dependence on a limited number of suppliers for a substantial
    majority of polysilicon could prevent us from delivering our
    products in a timely manner to our customers in the required
    quantities, which could result in order cancellations, decreased
    revenue and loss of market share.
      We
    depend, and expect to continue to depend, on a limited number of
    customers for a significant percentage of our revenues. As a
    result, the loss of, or a significant reduction in orders from,
    any of these customers would significantly reduce our revenues
    and harm our results of operations. In addition, a significant
    portion of our outstanding accounts receivable is derived from
    sales to a limited number of customers. Failure of any of these
    customers to meet their payment obligations would materially and
    adversely affect our financial position, liquidity and results
    of operations.
     8




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We
    face intense competition in the PV modules and PV system markets
    and our PV products compete with different solar energy systems
    as well as other renewable energy sources in the alternative
    energy market. If we fail to adapt to changing market conditions
    and to compete successfully with existing or new competitors,
    our business prospects and results of operations would be
    materially and adversely affected.
          If PV
    technology is not suitable for widespread adoption, or
    sufficient demand for PV products does not develop or takes
    longer to develop than we anticipated, our sales may not
    continue to increase or may even decline, and we may be unable
    to sustain profitability.
   9




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Existing
    regulations and policies governing the electric utility
    industry, as well as changes to these regulations and policies,
    may adversely affect demand for our products and materially
    reduce our revenue and profits.
      Advance
    payment arrangements between us and some of our polysilicon
    suppliers and many of our equipment suppliers expose us to the
    credit risks of such suppliers and may increase our costs and
    expenses, which could in turn have a material adverse effect on
    our liquidity.
   10




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Our
    growth strategy requires substantial capital expenditures,
    significant engineering efforts, timely delivery of
    manufacturing equipment and dedicated management attention, and
    our failure to complete our expansion plans or otherwise
    effectively manage our growth could have a material adverse
    effect on the growth of our sales and earnings.
    
    we may need to continue to contribute significant additional
    capital to our subsidiaries through the issuance of equity or
    debt securities or entering into new credit facilities or other
    arrangements in order to finance the costs of developing the new
    facilities, which may not be conducted on reasonable terms or at
    all, and which could be dilutive to our existing shareholders;
    such capital contributions, if contributed from outside of PRC,
    also require PRC regulatory approvals in order for such funds to
    be transferred to our subsidiaries within PRC, which approvals
    may not be granted in a timely manner or at all;
    we will be required to obtain governmental approvals, permits or
    documents of similar nature with respect to any new expansion
    projects, but it is uncertain whether such approvals, permits or
    documents will be obtained in a timely manner or at all;
    we may experience cost overruns, construction delays, equipment
    problems, including delays in manufacturing equipment deliveries
    or deliveries of equipment that is damaged or does not meet our
    specifications, and other operating difficulties;
    we are using new equipment and technology to lower our unit
    capital and operating costs, but we cannot assure you that such
    efforts will be successful; and
    we may not have sufficient management resources to properly
    oversee capacity expansion as currently planned.    We may
    undertake acquisitions, investments, joint ventures or other
    strategic alliances, which may have a material adverse effect on
    our ability to manage our business, and such undertakings may be
    unsuccessful.
   11




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
    our inability to integrate new operations, personnel, products,
    services and technologies;
    unforeseen or hidden liabilities, including exposure to
    administrative or legal proceedings associated with newly
    acquired companies;
    the diversion of resources from our existing businesses;
    disagreement with joint venture or strategic alliance partners;
    contravention of regulations governing cross-border investment;
    failure to comply with laws and regulations as well as industry
    or technical standards of the overseas markets into which we
    expand;
    our inability to generate sufficient revenues to offset the
    costs and expenses of acquisitions, strategic investments, joint
    venture formations or other strategic alliances; and
    potential loss of, or harm to, employees or customer
    relationships.    We may
    not be able to ramp up our in-house polysilicon manufacturing
    capacity on schedule or at all.
    
    the need to procure supplies of consumables and other materials
    at reasonable costs and on a timely basis;
    equipment testing delays and cost overruns;
    difficulties in recruitment and training of additional skilled
    employees, including technicians and managers at different
    levels;
    diversion of significant management attention and other
    resources; and
    delays or denials of renewing required permits and approvals for
    our plant operations, including but not limited to environmental
    approvals, by relevant government authorities.  We
    only have very limited experience in polysilicon production and
    may not be successful in producing polysilicon
    cost-effectively.
   12




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If we
    are unable to operate our polysilicon production facilities
    effectively or natural disasters or other operational
    disruptions occur, our business, financial condition and results
    of operations could be adversely affected.
    Polysilicon
    and ingot production is energy-intensive and if our energy costs
    rise or if our energy supplies are disrupted, our results of
    operations may be materially and adversely
    affected.
     13




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Fluctuations
    in exchange rates have in the past and may continue to adversely
    affect our results of operations.
        Our
    product development initiatives and other research and
    development efforts may fail to improve manufacturing efficiency
    or yield commercially viable new products.
     14




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Our
    operating results may fluctuate from period to
    period.
  period-to-period
  Failure
    to achieve satisfactory output of our PV modules and PV systems
    could result in a decline in sales.
  lower-than-anticipated ramp-up ramp-up
  Unsatisfactory
    performance of or defects in our products may cause us to incur
    additional warranty expenses, damage our reputation and cause
    our sales to decline.
   15




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Natural
    disasters, acts of war or terrorism or other factors beyond our
    control may adversely affect our business, results of operations
    and financial condition.
      We
    have limited insurance coverage and may incur losses resulting
    from business interruption or natural disasters.
    We
    obtain some of the equipment used in our manufacturing process
    from a small number of selected suppliers and if our equipment
    is damaged or new or replacement equipment is not delivered to
    us in a timely manner or is otherwise unavailable, our ability
    to deliver products timely will suffer, which in turn could
    result in cancellations of orders and loss of revenue for
    us.
   16




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If the
    practice of requiring many of our customers to make advance
    payments when they place orders with us ceases, we may
    experience increased needs to finance our working capital
    requirements and may be exposed to increased credit risk, which
    may materially and adversely affect our financial position and
    results of operations.
    We
    face risks associated with the marketing and sale of our PV
    products internationally, and if we are unable to effectively
    manage these risks, our ability to expand our business abroad
    will be limited.
    
    fluctuations in foreign currency exchange rates;
    increased costs associated with maintaining the ability to
    understand the local markets and follow their trends, as well as
    develop and maintain effective marketing and distributing
    presence in various countries;
    the availability of advances from our customers;
    providing customer service and support in these markets;
    difficulty with staffing and managing overseas operations; 17




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
    failure to develop appropriate risk management and internal
    control structures tailored to overseas operations;
    difficulty and cost relating to compliance with the different
    commercial and legal requirements of the overseas markets in
    which we offer or plan to offer our products and services;
    failure to obtain or maintain certifications for our products or
    services in these markets;
    inability to obtain, maintain or enforce intellectual property
    rights;
    unanticipated changes in prevailing economic conditions and
    regulatory requirements; and
    trade barriers such as export requirements, tariffs, taxes and
    other restrictions and expenses.        We
    require a significant amount of cash to fund our operations as
    well as meet future capital requirements. If we cannot obtain
    additional capital when we need it, our growth prospects and
    future profitability may be materially and adversely
    affected.
   18




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ramp-up
    
    our future financial condition, results of operations and cash
    flows;
    general market conditions for financing activities by
    manufacturers of PV and related products; and
    economic, political and other conditions in China and elsewhere.    We
    have issued, and may issue in the future, equity securities or
    securities convertible into our ordinary shares, which may cause
    our existing shareholders to incur further dilution upon
    conversion of such securities.
   19




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If our
    future acquisitions, expansions, or market changes or other
    developments cause us to require additional funds, we may issue
    additional securities convertible into our ordinary shares, and
    our existing shareholders could incur substantial
    dilution.
        
    making it more difficult for us to meet our payment and other
    obligations under the debentures and our other outstanding debt;
    resulting in an event of default if we fail to comply with any
    of the financial and other restrictive covenants contained in
    our debt agreements, which event of default could result in
    cross-defaults in all of our other debt obligations which would
    lead to all of our debt becoming immediately due and payable;
    reducing the availability of our cash flow to fund working
    capital, capital expenditures, acquisitions and other general
    corporate purposes as a result of interest payments, and
    limiting our ability to obtain additional financing for these
    purposes;
    subjecting us to the risk of increased sensitivity to interest
    rate increases on our indebtedness with variable interest rates;
    limiting our flexibility in planning for, or reacting to, and
    increasing our vulnerability to, changes in our business, the
    industry in which we operate and the general economy; and 20




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##### Table of Contents




    placing us at a competitive disadvantage compared to our
    competitors that have less debt or are otherwise less leveraged.      If we
    fail to comply with financial covenants under our loan
    agreements, our financial condition, results of operations and
    business prospects may be materially and adversely
    affected.
    We
    have significant short-term borrowings outstanding, and we may
    not be able to obtain extensions when they mature.
   21




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A
    majority of our production, storage, administrative and research
    and development facilities are located in close proximity to one
    another in an industrial park in China. Any damage or disruption
    at these facilities would have a material adverse effect on our
    business, financial condition and results of
    operations.
      Our
    principal shareholder has significant influence over our
    management and their interests may not be aligned with our
    interests or the interests of our other shareholders, including
    holders of our ADSs.
    Tianwei
    Baobian has significant influence over Tianwei Yingli, one of
    our principal operating entities, and Tianwei Baobian may
    influence Tianwei Yingli from taking actions that are in the
    best interest of us or Tianwei Yingli. In addition, Tianwei
    Baobian will have significant influence over us if it exercises
    the subscription right, and Tianwei Baobians interests may
    not be aligned with our interests or the interests of our
    shareholders.
     22




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We may
    not be able to obtain adequate funding to acquire the equity
    interest in Tianwei Yingli held by Tianwei
    Baobian.
   23




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Negative
    rumors or media coverage of Tianwei Baobian, our affiliates or
    business partners, could materially and adversely affect our
    reputation, business and financial condition.
    If the
    parent company of our minority partner in Tianwei Yingli or any
    affiliate of such parent company engages in sanctioned
    activities inconsistent with the laws and policies of other
    countries, the reputation of Tianwei Yingli and us may be
    negatively affected. As a result, some of our shareholders may
    divest our shares and prospective investors may decide not to
    invest in our shares, which may cause the price of our ADSs to
    decline.
      Our
    joint venture partner, Tianwei Baobian, has entered into
    competing businesses with us which may adversely affect our
    business, prospects, financial condition and results of
    operations.
   24




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The
    grant of employee share options and other share-based
    compensation could adversely affect our net
    income.
    New
    labor laws in the PRC may adversely affect our results of
    operations.
   25




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##### Table of Contents



Our
    results of operations are difficult to predict, and if we do not
    meet the market expectations, the price of our ADSs or our
    convertible notes will likely decline.
    Evaluating
    our business and prospects may be difficult because of our
    limited operating history.
    Our
    limited intellectual property protection inside and outside of
    China may undermine our competitive position and subject us to
    intellectual property disputes with third parties, both of which
    may have a material adverse effect on our business, results of
    operations and financial condition.
     26




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We may
    be exposed to infringement or misappropriation claims by third
    parties, which, if determined adversely to us, could cause us to
    pay significant damage awards.
      Our
    business depends substantially on the continuing efforts of our
    executive officers and key technical personnel, and our ability
    to maintain a skilled labor force. Our business may be
    materially and adversely affected if we lose their
    services.
      Failure
    to manage our growth, or otherwise develop appropriate internal
    organizational structures, internal control environment and risk
    monitoring and management systems in line with our fast growth
    could result in a material adverse effect on our business,
    prospects, financial condition and results of
    operations.
   27




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Compliance
    with construction and environmental regulations can be
    expensive, and noncompliance with present or future construction
    and environment regulations may result in adverse publicity,
    potentially significant monetary damages and fines and
    supervision of our business operations.
      Negative
    publicity of us, or our affiliates, could materially and
    adversely affect our reputation, business and operating
    results.
    The
    ordinary shares underlying our ADSs purchased or received upon
    the conversion of the convertible notes could become redeemable
    by us without your approval.
   28




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We
    have adopted a shareholders rights plan, which, together with
    the other anti-takeover provisions of our articles of
    association, could discourage a third party from acquiring us,
    which could limit our shareholders opportunity to sell
    their shares, including ordinary shares represented by our ADSs,
    at a premium.
  change-of-control
    A
    simple majority of the holders of our shares who vote at a
    general meeting may
    sub-divide
    any of our shares into shares of a smaller par value and may
    determine that, among the shares so
    sub-divided,
    some of such shares may have preferred or other rights or
    restrictions that are different from those applicable to other
    such shares.
  sub-divide sub-divided, sub-division. sub-divided sub-division sub-division sub-divided sub-division
  The
    quorum for the general meeting of our shareholders is one-third
    of our issued voting shares. Accordingly, shareholder
    resolutions may be passed without the presence of the majority
    of our shareholders in person or by proxy.
   29




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If a
    poll is not demanded at our shareholder meetings, voting will be
    by show of hands and shares will not be proportionately
    represented.
    If we
    are or become a passive foreign investment company, or a PFIC,
    it could result in adverse U.S. federal income tax consequences
    to U.S. investors.
    Risks
    Related to Doing Business in China
  Adverse
    changes in political and economic policies of the PRC government
    could have a material adverse effect on the overall economic
    growth of China, which could reduce the demand for our products
    and materially and adversely affect our competitive
    position.
    
    the level of government involvement;
    the level of development;
    the growth rate;
    the control of foreign exchange; and
    the allocation of resources.   30




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##### Table of Contents



Uncertainties
    with respect to the PRC legal system could have a material
    adverse effect on us.
    The
    PRC rule on mergers and acquisitions may subject us to
    sanctions, fines and other penalties and affect our future
    business growth through acquisition of complementary
    business.
  change-of-control
 31




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PRC
    regulations relating to overseas investment by PRC residents may
    restrict our overseas and
    cross-border
    investment activities and adversely affect the implementation of
    our strategy as well as our business and
    prospects.
  and/or
      Dividends
    we may receive from our operating subsidiaries located in the
    PRC may be subject to PRC withholding tax.
   32




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We and
    some of our subsidiaries may be deemed resident enterprises
    under the EIT Law and be subject to PRC taxation as to our
    worldwide income.
    Dividends
    payable by us to non-PRC holders of our ordinary shares or ADS
    and gains on the sale of our ordinary shares or ADSs may become
    subject to taxes under PRC tax laws.
   33




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The
    strengthened scrutiny over acquisition transactions by the PRC
    tax authorities may have a negative impact on our acquisition
    strategy.
    Restrictions
    on currency exchange may limit our ability to receive dividends
    from our PRC subsidiaries and their ability to obtain overseas
    financing.
      PRC
    regulation of direct investment and loans by offshore holding
    companies to PRC entities may delay or limit us from making
    additional capital contributions or loans to our PRC
    subsidiaries.
   34




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We
    rely principally on dividends and other distributions on equity
    paid by our PRC operating subsidiaries and limitations on their
    ability to pay dividends to us could have a material adverse
    effect on our business and results of operations.
     35




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SAFE
    rules and regulations may limit our ability to convert and
    transfer the net proceeds from our financings to our PRC
    subsidiaries, which may adversely affect the business expansions
    of our PRC subsidiaries, and we may not be able to convert the
    net proceeds from our financings into Renminbi to invest in or
    acquire any other PRC companies.
    All
    employee participants in our existing stock option plans who are
    PRC citizens may be required to register with SAFE. We may also
    face regulatory uncertainties that could restrict our ability to
    adopt additional option plans for our directors and employees
    under PRC law.
      We
    face risks related to health epidemics and other outbreaks of
    contagious diseases, including avian influenza, or avian flu,
    swine influenza, or swine flu, and Severe Acute Respiratory
    Syndrome, or SARS.
   36




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Risks
    Related to Our ADSs
  The
    market price for our ADSs has been volatile.
    
    announcements of technological or competitive developments;
    regulatory developments in our target markets affecting us, our
    customers or our competitors;
    announcements regarding patent litigation or the issuance of
    patents to us or our competitors;
    announcements of studies and reports relating to the conversion
    efficiencies of our products or those of our competitors;
    actual or anticipated fluctuations in our quarterly results of
    operations;
    changes in financial projections or estimates about our
    financial or operational performance by securities research
    analysts;
    changes in the economic performance or market valuations of
    other PV technology companies;
    addition or departure of our executive officers and key research
    personnel;
    release or expiry of
    lock-up or
    other transfer restrictions on our outstanding ordinary shares
    or ADSs; and
    sales or perceived sales of additional ordinary shares or ADSs.    Substantial
    future sales or perceived sales of our ADSs in the public market
    could cause the price of our ADSs to decline.
   37




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Holders
    of ADSs have fewer rights than shareholders and must act through
    the depositary to exercise those rights.
      The
    depositary for our ADSs will give us a discretionary proxy to
    vote our ordinary shares underlying your ADSs if you do not vote
    at shareholders meetings, except in limited circumstances,
    which could adversely affect your interests.
    
    we have failed to provide the depositary with the notice of
    meeting and related voting materials at least 30 days prior
    to the date of such shareholders meeting;
    we have instructed the depositary that we do not wish a
    discretionary proxy to be given;
    we have informed the depositary that there is substantial
    opposition as to a matter to be voted on at the meeting;
    a matter to be voted on at the meeting would have a material
    adverse effect on shareholders; or
    voting at the meeting is made on a show of hands. 38




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You
    may not receive distributions on our ordinary shares or any
    value for them if it is illegal or impractical to make them
    available to you.
    You
    may be subject to limitations on transfers of your
    ADSs.
    As a
    holder of our ADSs, your right to participate in any future
    rights offerings may be limited, which may cause dilution to
    your holdings and you may not receive cash dividends if it is
    impractical to make them available to you.
     39




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We are
    a Cayman Islands company and, because judicial precedent
    regarding the rights of shareholders is more limited under
    Cayman Islands law than that under U.S. law, you may have less
    protection for your shareholder rights than you would under U.S.
    law.
      You
    may have difficulty enforcing judgments obtained against
    us.
    ITEM 4.
    INFORMATION
    ON THE COMPANY  A.
    History
    and Development of the Company     40




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
    Yingli Energy (China) Company Ltd., or Yingli China, a PRC
    limited liability company, as a wholly-owned subsidiary of
    Yingli International. Yingli China is primarily engaged in the
    research, manufacturing, sale and installation of renewable
    energy products.
    Yingli Green Energy Europe GmbH, or Yingli Europe, a German
    limited liability company, as a wholly-owned subsidiary of
    Yingli International. Yingli Europe is primarily engaged in the
    sale and marketing of PV products and relevant accessories in
    Europe.
    Yingli Green Energy Greece Sales GmbH, or Yingli Greece, a
    German limited liability company, with Yingli International
    holding 60% equity interest in Yingli Greece. Yingli Greece is
    primarily engaged in the production, sale and marketing of PV
    products and relevant products in Greece, Cyprus, the Balkans
    and the Middle East.
    Yingli Green Energy Americas. Inc., or Yingli Americas, a
    Delaware limited liability company, as a wholly-owned subsidiary
    of Yingli International. Yingli Americas is principally engaged
    in the production, sale and marketing of PV products and
    relevant accessories and investments in renewable energy
    projects.  
    Yingli Green Energy International Trading Limited, or YGE
    International Trading, as a wholly-owned subsidiary of Yingli
    China. YGE International Trading is a Hong Kong limited
    liability company. The principal business of YGE International
    Trading is the sale of PV products and purchase of raw materials.  
    Yingli Green Energy Italia S.R.L., or Yingli Italia, an Italian
    limited liability company, as a wholly-owned subsidiary of
    Yingli International. Yingli Italia is primarily engaged in the
    sale and marketing of PV products and relevant accessories in
    Italy.
    Yingli Energy (Beijing) Co. Ltd., or Yingli Beijing, a PRC
    limited liability company, as a wholly-owned subsidiary of
    Yingli International. Yingli Beijing is primarily engaged in the
    sale and manufacture of PV modules and PV systems.  
    Yingli Green Energy Spain, S.L.U., or Yingli Spain, a Spanish
    limited liability company, as a wholly-owned subsidiary of
    Yingli International. Yingli Spain is primarily engaged in the
    sale and marketing of PV products, relevant accessories and
    investments in renewable energy projects, as well as after sales
    services.  
    Yingli Green Energy Singapore Company Pte. Limited, or Yingli
    Singapore, a Singapore limited liability company, as a
    wholly-owned subsidiary of Yingli International. Yingli
    Singapore is primarily engaged in the research and experimental
    development on electronics.   41




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312) 8929-700 312) 8929-800.
    Our
    Initial Public Offering
    Our
    Convertible Senior Notes Offering and Secondary
    Offering
    Our
    Guaranteed Senior Secured Convertible Notes
    ADM
    Capital Warrants
   42




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Follow-on
    Offering
    Medium-Term
    Notes Offering
    Joint
    Venture Contract
      Tianwei
    Yinglis Management Structure
  Board of
    Directors
       43




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
    amendment to the articles of association of Tianwei Yingli;
    merger of Tianwei Yingli with another entity;
    division of Tianwei Yingli;
    termination or dissolution of Tianwei Yingli; and
    increase, reduction or transfer of the registered capital of
    Tianwei Yingli.        Supervisors
    
    inspect financial affairs of Tianwei Yingli;
    monitor acts of directors and senior managers in the performance
    of their duties to Tianwei Yingli, and propose removal of
    directors or senior managers who have violated any laws,
    regulations, the articles of association of Tianwei Yingli or
    any board resolutions;
    demand directors and senior managers to correct any of their act
    that harms Tianwei Yinglis interests; and
    propose interim meetings of the board.  Senior
    Management
   44




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Subscription
    Right
    
    we have completed our initial public offering;
    our ordinary shares are listed on a qualified securities
    exchange, which is defined under the joint venture contract to
    include, among others, the NYSE; and
    Tianwei Baobian or its affiliates obtains all necessary
    approvals from relevant PRC government authorities for acquiring
    our ordinary shares as a result of exercising the subscription
    right.        
    (1)
    
    Tianwei Baobian and we have agreed that the effective equity
    interest percentage in Tianwei Yingli indirectly held by Tianwei
    Baobian by way of its ownership of the equity interest in us
    following its exercise of the subscription right must be equal
    to the equity interest percentage in Tianwei Yingli directly
    held by Tianwei Baobian immediately prior to the exercise of the
    subscription right.   45




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Tianwei
    Yinglis Registered Capital
    Increase
    or Reduction of Tianwei Yinglis Registered
    Capital
  Approval
    by the Board and the Relevant PRC Authority
    Preemptive
    Right
      
    (1)
    
    Fair market value means the expected value of Tianwei Yingli
    immediately following the contribution by the contributing party
    to Tianwei Yinglis registered capital. 46




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Our
    Additional Contribution to Tianwei Yinglis Registered
    Capital with Proceeds from our Public Offering or Private
    Placements
    
    (1)
    
    Fair market value means the expected value of Tianwei Yingli
    immediately following our contribution to Tianwei Yinglis
    registered capital with proceeds from our public offering or
    from a private placement transaction, as the case may be. After
    our additional contribution as described above, Tianwei
    Baobians equity interest in Tianwei Yingli will be diluted
    in the same proportion as our equity interest in Tianwei Yingli
    immediately prior to such additional contribution.  Transfer
    of Equity Interests in Tianwei Yingli
    Right of
    First Refusal
    30-day
   47




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Approval
    by the Board and the Relevant PRC Authority
      No
    Transfer to Tianwei Yinglis Competitors
    Encumbrance
    Profit
    Distribution
    Unilateral
    Termination of the Joint Venture Contract
    
    Tianwei Yingli or the other equity interest holder is bankrupt,
    enters into a liquidation or dissolution proceeding, ceases
    business or becomes incapable of repaying debts that are due,
    an event of force majeure occurs and is continuing for over six
    months and the equity interest holders of Tianwei Yingli cannot
    find an equitable solution, or
    Tianwei Yinglis business license is terminated, cancelled
    or revoked.      
    obtains its company registration by making false statement of
    registered capital, submitting false certificates or by
    concealing material facts through other fraudulent means, and
    the registration authority deems such activities to be a
    material noncompliance with applicable laws and regulations; 48




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
    fails to commence operation for more than six months without
    proper cause, or suspends operation on its own without proper
    cause for more than six consecutive months after commencement of
    operation;
    conducts illegal activities jeopardizing the national security
    and social public interests;
    engages in relevant business activities which require special
    permits or approval without obtaining such permits or approval,
    and the registration authority deems such activities to be a
    material noncompliance with applicable laws and regulations;
    refuses to accept the annual inspection within the time limit,
    or conceals facts or resorted to deception during the annual
    inspection, and the registration authority deems such activities
    to be a material noncompliance with applicable laws and
    regulations; or
    forges, alters, leases, lends or transfers its business license,
    and the registration authority deems such activities to be a
    material noncompliance with applicable laws and regulations.    Dispute
    Resolution
    Governing
    Law
    B.
    Business
    Overview  Overview
   49




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Our
    Products and Services
    Polysilicon
    Polysilicon
    Ingots and Blocks
    Polysilicon
    Wafers
   50




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PV
    Cells
        PV
    Modules
    OptimumMaximum

OperatingDimensions

Weight

Power

Voltage(mm x mm)

(Kilograms)

(Watts)

(Volts)1310 x 990


15.8



150  195



231650 x 990


19.5



200   245



291650 x 990


19.5



225   270



30   Integrated
    PV Systems
   51




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on-site on-site start-up. start-up
  Manufacturing
    Manufacturing
    Process
  Polysilicon.
   52




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Polysilicon Ingots.
  Blocks and Wafers.
  PV Cells.
 53




---



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PV Modules.
    
  PV Systems. on-site. on-site
  Manufacturing
    Capacity Expansion
   54




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As of December 31,2008

2009

2010(Megawatts)Ingot and wafers


400



600



1,000PV cells


400



600



1,000PV modules


400



600



1,000   Raw
    Materials
           55




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Quality
    Control
      Certification or Test Dates

Certification or Test Standard

Relevant ProductsFebruary 2004, and renewed in February 2010

ISO 9001: 2000 (renewed as ISO 9001:2008) quality system
    certification, established by the International Organization for
    Standardization, an organization formed by delegates from member
    countries to establish international quality assurance standards
    for products and manufacturing processes.

The design and manufacturing of crystalline silicon solar
    modules, solar cells, multi-crystalline silicon wafers and
    multi-crystalline silicon ingotsApril 2004 and renewed in December 2010

UL certification, authorized by Underwriters Laboratories Inc.,
    an independent, not-for-profit product-safety testing and
    certification organization in the United States; evaluated in
    accordance to USL (Standard for Safety, Flat-Plate Photovoltaic
    Modules and Panels, UL 1703) and CNL (Canadian Other Recognized
    Document, ULC/ORD-C1703-01, Flat-Plate Photovoltaic Modules and
    Panels).

Certain models of PV modules 56




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Certification or Test Dates

Certification or Test Standard

Relevant ProductsAugust 2004, July 2005, January 2006, February 2007, May 2007,
    July 2007, June 2008, May 2009, November 2009, February 2010,
    August 2010, and November 2010

TÜ V certification, conducted by TÜ V Immissionsschutz
    und Energiesysteme GmbH, an independent approval agency in
    Germany, against the requirements of Safety Class II Test
    (Crystalline terrestrial Photovoltaic (PV) Modules 
    Design qualification and type approval, IEC61215:2005,
    Photovoltaic (PV) module safety qualification, IEC61730-1:2004
    & IEC61730-2:2004) on PV modules.

Certain models of PV modulesJanuary 2007 and renewed in February 2010

ISO 14001: 2004 certification for environment management system.

The design and manufacturing of crystalline silicon solar
    modules, solar cells, multi-crystalline silicon wafers and
    multi-crystalline silicon ingotsJanuary 2007 and renewed in February 2010

BS OHSAS 18001: 2007 certification for occupational health and
    safety management system.

The design and manufacturing of crystalline silicon solar
    modules, solar cells, multi-crystalline silicon wafers and
    multi-crystalline silicon ingots   Markets
    and Customers
    Year EndedDecember 31,2008

2009

2010%

%

%Germany


41.3



63.1



56.6Spain


40.3



5.9



5.7Italy


1.3



6.1



6.8PRC


2.5



4.5



6.0United States of America


1.7



2.0



9.7      57




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Sales and
    Marketing
      tm tm tm tm
  Customer
    Support and Services
     58




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Intellectual
    Property
    Competition
     59




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Environmental
    Matters
     60




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Insurance
    PRC
    Governmental Regulations
    Renewable
    Energy Law and Other Government Directives
         61




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Environmental
    Regulations
     62




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Equity
    Joint Ventures
    
    the Company Law (1993), as amended;
    the Law on Sino-Foreign Equity Joint Venture Enterprises (1979),
    as amended; and
    Rules on Implementation of the Law on Sino-Foreign Equity Joint
    Venture Enterprises (1983), as amended.      
    amendment to the articles of association of the equity joint
    venture;
    merger of the equity joint venture with another entity;
    division of the equity joint venture;
    suspension or dissolution of the equity joint venture; and
    increase or reduction of the registered capital of the equity
    joint venture.  Tax
  Enterprise
    Income Tax
     63




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Value
    Added Tax
   64




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Foreign
    Currency Exchange
    
    Foreign Currency Administration Rules (1996), as
    amended; and
    Administration Rules of the Settlement, Sale and Payment of
    Foreign Exchange (1996).  and/or
  and/or
  Dividend
    Distribution
    
    the Company Law (1993), as amended;
    the Law on Sino-Foreign Equity Joint Venture Enterprises (1979),
    as amended;
    the Rules on Implementation of the Law on Sino-Foreign Equity
    Joint Venture Enterprises (1983), as amended;
    the Enterprise Income Tax Law (2007);
    the Rules of Implementation of the Enterprise Income Tax Law
    (2007);
    the Wholly Foreign Owned Enterprise Law (1986), as
    amended; and
    the Administrative Rules under the Wholly Foreign Owned
    Enterprise Law (1990), as amended.   65




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Regulation
    of Foreign Exchange in Certain Onshore and Offshore
    Transactions
       66




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Regulations
    of Employee Share Options
   67




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C. Organizational
    Structure
    
    (1)
    
    Indicates jurisdiction of incorporation.(2)
    
    The principal business of Tianwei Baobian is the manufacture of
    large electricity transformers. The common shares of Tianwei
    Baobian are listed on the Shanghai Stock Exchange. Tianwei
    Baobian is controlled and 51.1% owned by Baoding Tianwei Group
    Co., Ltd., or Tianwei Group, a wholly state-owned limited
    liability company established in the PRC, which is in turn
    controlled by China South Industries Group Corporation.(3)
    
    Indicates the percentage as of the date of this annual report.(4)
    
    The principal business of Cyber Power is investment in
    polysilicon manufacturing, provision of financing services and
    execution of other commercial and financing activities.(5)
    
    The principal business of Yingli International is the sale and
    marketing of PV products and relevant accessories and
    investments in renewable energy projects.(6)
    
    The principal business of Tianwei Yingli is the design,
    manufacture and sale of PV modules and the design, assembly,
    sale and installation of PV systems.(7)
    
    The principal business of Cyber Lighting is investment in
    polysilicon manufacturing, provision of financing services and
    execution of other commercial and financing activities.(8)
    
    The principal business of Yingli Americas is the sale and
    marketing of PV products and relevant accessories and
    investments in renewable energy projects.(9)
    
    The principal business of Yingli Europe is the sale and
    marketing of PV products and relevant accessories in Europe.(10)
    
    The principal business of Yingli Greece is the sale and
    marketing of PV products and relevant products in Greece,
    Cyprus, the Balkans and the Middle East.(11)
    
    The principal business of Yingli Italia is the sale and
    marketing of PV products and relevant accessories in Italy.(12)
    
    The principal business of Yingli Spain is the sale and marketing
    of PV products, relevant accessories and investments in
    renewable energy projects, as well as after sales services.(13)
    
    The principal business of Yingli Singapore is the research and
    experimental development on electronics.(14)
    
    The principal business of Yingli China is the research,
    manufacture, sale and installation of renewable energy products. 68




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(15)
    
    The principal business of Yingli Beijing is the sale and
    manufacture of PV modules and PV systems.(16)
    
    The principal business of Fine Silicon is the manufacture of
    solar-grade and electronic-grade polysilicon.(17)
    
    The principal business of Yingli France is the sale and
    marketing of PV products and relevant accessories in France and
    French overseas territories.(18)
    
    The principal business of Yingli International Trading is import
    and export trading, investments holding.(19)
    
    The principal business of Hainan Yingli is the research,
    manufacture, sale and installation of renewable energy products.  D. Property, Plant and Equipment
    Plant Size


Duration

Floor AreaFacility





(Square


of Land

(Square


MajorNumber

Products

Location

Meters)


Use Right

Meters)


Equipment1.

Ingots,
    wafers,
    cells,
    modules

No. 3055 
    Fuxing Middle
    Road, Baoding,
    Hebei
    Province


25,842.1


March 2006
    to June 2050
    (a plot of
    24,579.1
    square
    meters);
    December
    2006 to
    November
    2050 (a plot of
    1,263
    square
    meters)


17,924.04


Furnaces,
    wire saws,
    wires quarters,
    diffusion furnace,
    sintering furnace,
    PECVD antireflection
    coatings
    manufacturing
    equipment,
    automatic
    printer, laminating
    machine, solar
    cell module
    production line
    before and after
    component
    lamination,
    automatic
    glue-spreads
    working station,
    solar cell
    module testing
    device 69




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##### Table of Contents



Plant Size


Duration

Floor AreaFacility





(Square


of Land

(Square


MajorNumber

Products

Location

Meters)


Use Right

Meters)


Equipment2.



No. 3399
    North
    Chaoyang
    Avenue,
    Baoding,
    Hebei
    Province


232,158


December
    2009 to
    December
    2056 (a plot
    of 104,745
    square
    meters);
    December
    2009 to
    December
    2056 (a plot
    of 102,886
    square 
    meters); and
    August 2010
    to April
    2060 (a plot
    of 24,527
    square
    meters)


316,029.473.



West
    Hengyuan
    Road,
    Baoding,
    Hebei
    Province


207,036


February
    2010 to
    November
    2059 (a plot
    of 163,579
    square 
    meters);
    December
    2010 to
    December
    2012 (a plot
    of 43,457
    square
    meters)4.



No. 722
    Cuiyuan
    Street,
    Baoding,
    Hebei
    Province


11,698


September
    2006 to
    August 2056
    (a plot of
    5,807 square
    meters) ;
    September
    2006 to
    December
    2049 (a plot
    of 5,891
    square
    meters)


4,537.27 70




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##### Table of Contents



Plant Size


Duration

Floor AreaFacility





(Square


of Land

(Square


MajorNumber

Products

Location

Meters)


Use Right

Meters)


Equipment5.



No. 333 North 
    Lekai Avenue,
    Baoding,
    Hebei
    Province


15,442.7


October
    2008 to June
    2049 (a plot
    of 6,745.7
    square
    meters);
    October
    2008 to
    December
    2056 (a plot
    8,697 square
    meters)


11,1006.



Shiziling
    Industrial Park,
    National Hi-Tech
    Development Zone,
    Haikou, Hainan
    Province


181,339.31


March 2010
    to September
    2057


144,073.487.

Polysilicon

No.2666 North
    Xiangyang
    Street,
    Baoding,
    Hebei
    Province


544,534


February
    2009 to
    February
    2059


38,073.785


SAH reactor, STF 
    reactor, salane
    reactor, CVD
    reactor   ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS  You should read the following discussion and analysis of our
    financial condition and results of operations in conjunction
    with our consolidated financial statements and the related notes
    included elsewhere in this annual report. This discussion may
    contain forward-looking statements based upon current
    expectations that involve risks and uncertainties. Our actual
    results may differ materially from those anticipated in these
    forward-looking statements as a result of various factors,
    including those set forth under Item 3.D. Risk
    Factors or in other parts of this annual report.
  A.
    Operating
    Results Overview     71




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##### Table of Contents




    industry demand;
    government subsidies and economic incentives;
    the availability and accessibility of financing to our customers;
    capacity;
    competition and product pricing;
    availability and price of polysilicon;
    vertically integrated manufacturing capabilities; and
    manufacturing technologies.  Industry
    Demand
    Government
    Subsidies and Economic Incentives
       72




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##### Table of Contents



Availability
    and Accessibility of Financing for Solar Energy
    Applications
    Capacity
   73




---



##### Table of Contents



Competition
    and Product Pricing
        Availability
    and Price of Polysilicon
   74




---



##### Table of Contents



75




---



##### Table of Contents



Vertically
    Integrated Manufacturing Capabilities
    Manufacturing
    Technologies
        Net
    Revenues
    
    sales of PV modules, which are currently our principal source of
    revenues and are primarily driven by market demand as well as
    our manufacturing capacity;
    sales of PV systems, which consist of sales of PV systems and
    related installation services; and
    other revenues, which consist primarily of sales of raw
    materials and low efficiency PV cells. 76




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##### Table of Contents



2008


2009


2010% of Total





% of Total








% of TotalNet





Net








NetRMB


Revenue


RMB


Revenue


RMB


US$


Revenue(In thousands, except percentages)Net revenues:Sales of PV modules


7,445,790



98.6
%


7,158,441



98.7
%


12,276,854



1,860,129



98.2
%Sales of PV systems


27,584



0.4



50,197



0.7



56,662



8,585



0.5Other revenues


79,641



1.0



46,231



0.6



166,471



25,223



1.3Total net revenues


7,553,015



100.0
%


7,254,869



100.0
%


12,499,987



1,893,937



100.0
%         For the Year Ended December 31,2008


2009


2010% of Total





% of Total





% of TotalCountry/Region

Revenues


Revenues


Revenues


Revenues


Revenues


RevenuesRMB





RMB





RMB


US$(In thousands, except percentages)Europe:Germany


3,118,713



41.3
%


4,575,675



63.1
%


7,078,239



1,072,460



56.6
%Spain


3,041,767



40.3



431,520



5.9



704,355



106,720



5.7Italy


95,237



1.2



445,861



6.1



853,788



129,362



6.8France


291,814



3.9



99,915



1.4



236,522



35,837



1.9Belgium


58,716



0.8



163,091



2.3











Netherlands










348,710



4.8



471,889



71,498



3.8Czech Republic










174,405



2.4



286,901



43,470



2.3Cyprus










162,064



2.2



5,264



798



0.1Greece


12,276



0.2



76,984



1.1



453,050



68,644



3.6United Kingdom


10,399



0.1



9,331



0.1



174,875



26,496



1.4Rest of Europe


4,224



0.0



5,087



0.1



41,582



6,300



0.3Subtotal  Europe


6,633,146



87.8



6,492,643



89.5



10,306,465



1,561,585



82.5China


186,488



2.5



328,505



4.5



745,917



113,018



6.0Hong Kong










56,862



0.8



16,500



2,500



0.1United States


127,743



1.7



147,383



2.1



1,216,962



184,388



9.7Japan


309,421



4.1



1,819



0.0



22,854



3,463



0.2South Korea


287,193



3.8



218,135



3.0



154,769



23,450



1.2Rest of World


9,024



0.1



9,522



0.1



36,520



5.533



0.3Total net revenues


7,553,015



100.0
%


7,254,869



100.0
%


12,499,987



1,893,937



100.00
%    77




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##### Table of Contents



Cost
    of Revenues
    
    Polysilicon.  The cost of high-purity
    polysilicon and polysilicon scraps is the largest component of
    our total cost of revenues. We purchase polysilicon from various
    suppliers, including silicon manufacturers and distributors.
    Other Raw Materials.  Other raw materials
    include crucibles, silicon carbides, cutting fluid, steel
    cutting wires, alkaline detergents, metallic pastes, laminate
    materials, silica gel, tempered glass, aluminum frames, solder,
    junction boxes, cables, connectors and other chemical agents and
    electronic components.
    Toll Manufacturing.  We process silicon raw
    materials into ingots and produce wafers, PV cells and PV
    modules in-house. As our PV cell manufacturing capacity could be
    less than the production capacities for our wafers and PV
    modules, we may have to send a portion of excess wafers to
    third-party PV cell manufacturers and receive PV cells from them
    under toll manufacturing arrangements which are then used to
    produce our PV modules. The cost of producing PV cells through a
    toll manufacturing arrangement is typically higher than the cost
    of producing them in-house. We terminated our toll manufacturing
    arrangements in 2008 and 2009. In 2010, we resumed toll
    manufacturing arrangements with third-party toll manufacturers,
    which accounted for a very small percentage of our production
    volume.
    Direct Labor.  Direct labor costs include
    salaries and benefits for personnel directly involved in the
    manufacturing activities.
    Overhead.  Overhead costs include utilities,
    maintenance of production equipment, land use rights and other
    ancillary expenses associated with the manufacturing activities.
    Depreciation of Property, Plant and
    Equipment.  Depreciation of property, plant and
    equipment is provided on a straight-line basis over the
    estimated useful life, which is thirty years for buildings, four
    to ten years for machinery and equipment, three to five years
    for furniture and fixtures and eight to ten years for motor
    vehicles, taking into account their estimated residual value.
    Due to our capacity expansion, depreciation in absolute terms
    has increased significantly. We expect this trend to continue as
    we continue to expand our manufacturing capacity and build new
    facilities to attain an overall annual manufacturing capacity
    for each of polysilicon ingots and wafers, PV cells and PV
    modules of 1,700 megawatts by the end of 2011 and the fully
    ramp-up of
    our in-house polysilicon manufacturing facilities.      Gross
    Profit and Gross Margin
   78




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##### Table of Contents



Operating
    Expenses
    
    Selling Expenses, which consist primarily of advertising
    costs, salaries and employee benefits of sales personnel,
    sales-related travel and entertainment expenses, sales related
    shipping costs, warranty costs, amortization of intangible
    assets (including backlog and customer relationships),
    share-based compensation expenses and other selling expenses
    including sales commissions paid to our sales agents. We
    incurred significant selling expenses in 2010 as a result of the
    2010 FIFA World
    Cuptm

    sponsorship. We expect that our selling expenses will increase
    in the near term as we increase sales efforts, hire additional
    sales personnel, target new markets and initiate additional
    marketing programs to build up our brand. However, we expect
    that selling expenses will decrease as a percentage of net
    revenues over time as we achieve greater economies of scale.    
    General and Administrative Expenses, which consist
    primarily of salaries and benefits for our administrative and
    finance personnel, audit, legal and consulting fees, other
    travel and entertainment expenses, bank charges, amortization of
    technical know-how, depreciation of equipment used for
    administrative purposes and share-based compensation expenses.
    We expect that general and administrative expenses will decrease
    as a percentage of net revenues over time as we achieve greater
    economies of scale.
    Research and Development Expenses, which consist
    primarily of costs of raw materials used in research and
    development activities, salaries and employee benefits for
    research and development personnel, and prototype and equipment
    costs relating to the design, development, testing and
    enhancement of our products and manufacturing process. We are a
    party to several research grant contracts with the
    PRC government under which we receive funds for specified
    costs incurred in certain research projects. We record such
    amounts as a reduction to research and development expenses when
    the related research and development costs are incurred. We
    expect our research and development expenses (not adjusted for
    offsets by government grants) to increase as we place a greater
    strategic focus on PV system sales in overseas markets and as we
    continue to hire additional research and development personnel
    and focus on continuous innovation of process technologies for
    our PV products. We conduct our research and development, design
    and manufacturing operations in China, where the costs of
    skilled labor, engineering and technical resources, as well as
    land, facilities and utilities, tend to be lower than those in
    more developed countries.
    Provision of doubtful accounts receivable, which
    represent our estimated losses on accounts receivable resulting
    from customers inability or failure to make payments under
    our sales contracts. We consider age of doubtful accounts
    receivable, historical collection experience, customer specific
    facts and current economic conditions. 79




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##### Table of Contents




    Impairment of intangible assets, which represent the
    difference between the carrying amount and the fair value of the
    intangible assets. Historically, intangible assets arose from
    the purchase price allocation in connection with our
    acquisitions of equity interests in Tianwei Yingli in 2006, 2007
    and 2008. Due to the significant decrease in the price of
    polysilicon since the fourth quarter of 2008, we recognized
    impairment of intangible assets in 2009 in connection with the
    long-term polysilicon supply agreements entered into by Tianwei
    Yingli. No impairment of intangible assets was recorded in 2008
    or 2010.  Taxation
           80




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##### Table of Contents



Critical
    Accounting Policies
    Accrued
    Warranty Obligations
        For the Year Ended December 31,2008


2009


2010RMB


RMB


RMB


US$(In thousands)Beginning balance


60,780



123,649



189,233



28,672Warranty expense for current year sales


74,036



72,747



125,155



18,963Warranty costs incurred or claimed


(11,167
)


(7,163
)


(10,747
)


(1,628
)Total accrued warranty cost


123,649



189,233



303,641



46,007Less: accrued warranty cost, current portion


8,957



14,789



22,469



3,404Accrued warranty cost, excluding current portion


114,692



174,444



281,172



42,603  81




---



##### Table of Contents



Long-Lived
    Assets
         82




---



##### Table of Contents



Share-Based
    Compensation
  Compensation 
    Stock Compensation
    
    the estimated fair value of our ordinary shares on the grant
    date for options granted prior to our initial public offering;
    the maturity of the options;
    the expected volatility of our future ordinary share price;
    the risk-free interest rate, and;
    the expected dividend rate.        WeightedWeighted

AverageAverage

Remaining

AggregateNumber of

Exercise

Contractual

IntrinsicShares

Price

Term

ValueOutstanding as of December 31, 2007


1,426,629


US$
14.42Granted


2,979,584


US$
8.48Exercised






Forfeited


(43,000
)

US$
19.37Outstanding as of December 31, 2008


4,363,213


US$
10.32Granted


503,000


US$
6.65 83




---



##### Table of Contents



WeightedWeighted

AverageAverage

Remaining

AggregateNumber of

Exercise

Contractual

IntrinsicShares

Price

Term

ValueExercised


(159,417
)

US$
4.16




US$
(1,857
)Forfeited


(147,557
)

US$
7.16Outstanding as of December 31, 2009


4,559,239


US$
10.23Granted


426,500


US$
11.63Exercised


(139,200
)

US$
4.28




US$
(780
)Forfeited


(33,652
)

US$
3.18Outstanding as of December 31, 2010


4,812,887


US$
10.58


7.63 years

US$
17,122Vested and expected to vest as of December 31, 2010


4,812,887


US$
10.58


7.63 years

US$
17,122Exercisable as of December 31, 2010


2,789,926


US$
10.30


7.34 years

US$
11,283   505-50,
         84




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##### Table of Contents



E-Ton
          Valuation
    of Inventories
   85




---



##### Table of Contents



Allowance
    for Doubtful Accounts
      Year Ended December 31,2008


2009


2010RMB


RMB


RMB


US$(In thousands)Beginning balance


(2,618
)


(986
)


(323,025
)


(48,943
)Additions


(938
)


(322,668
)


(788
)


(119
)Reversal of allowance for doubtful accounts


1,155







13,886



2,104Write-off of accounts receivable charged against the allowance


1,415



629



445



67Ending balance


(986
)


(323,025
)


(309,482
)


(46,891
)   Results
    of Operations
    For the Year Ended December 31,2008


2009


2010RMB


%


RMB


%


RMB


US$


%(In thousands, except percentages)Net revenues:Sales of PV modules


7,445,790



98.6
%


7,158,441



98.7
%


12,276,854



1,860,129



98.2
%Sales of PV systems


27,584



0.4



50,197



0.7



56,662



8,585



0.5Other revenues


79,641



1.0



46,231



0.6



166,471



25,223



1.3Total net revenues


7,553,015



100.0
%


7,254,869



100.0
%


12,499,987



1,893,937



100.0
%Cost of revenues:Cost of PV modules sales


5,713,605



75.6
%


5,458,284



75.2
%


8,131,218



1,232,002



65.0
%Cost of PV systems sales


19,241



0.3



39,851



0.6



49,190



7,453



0.4 86




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##### Table of Contents



For the Year Ended December 31,2008


2009


2010RMB


%


RMB


%


RMB


US$


%(In thousands, except percentages)Cost of other revenues


52,953



0.7



42,361



0.6



166,794



25,272



1.4Total cost of revenues


5,785,799



76.6
%


5,540,496



76.4
%


8,347,202



1,264,727



66.8
%Gross profit


1,767,216



23.4
%


1,714,373



23.6
%


4,152,785



629,210



33.2
%Operating expenses:Selling


294,895



3.9
%


347,545



4.8
%


780,244



118,219



6.3
%General and administrative


261,989



3.5



410,101



5.7



467,516



70,836



3.7
%Research and development


57,249



0.7



184,332



2.5



137,525



20,837



1.1
%Provisions of doubtful accounts receivable


(217
)


0.0



322,668



4.5



(13,098
)


(1,985
)


(0.1
)Impairment of intangible assets










131,177



1.8











Total operating expenses


613,916



8.1
%


1,395,823



19.3
%


1,372,187



207,907



11.0
%Income from operations


1,153,300



15.3
%


318,550



4.4
%


2,780,598



421,303



22.2
%Equity in losses of affiliates, net


(2,174
)


0.0



(2,769
)


0.0



(628
)


(95
)


0.0Interest expense, net


(149,392
)


(2.0
)


(370,015
)


(5.1
)


(422,019
)


(63,942
)


(3.3
)Foreign currency exchange gains (losses), net


(66,286
)


(0.9
)


38,389



0.5



(338,216
)


(51,245
)


(2.7
)Loss on debt extinguishment










(244,744
)


(3.4
)










Loss from revaluation of embedded derivative










(231,345
)


(3.2
)










Other income


6,090



0.1



7,373



0.1



11,764



1,782



0.1Income tax (expense) benefit(1)


5,588



0.1



31,831



(0.4
)


(333,466
)


(50,524
)


(2.7
)Net income (loss)(1)


947,126



12.6



(452,730
)


(6.2
)


1,698,033



257,279



13.6Less: Earnings attributable to the noncontrolling interests


(293,300
)


(3.9
)


(78,865
)


(1.1
)


(311,257
)


(47,160
)


(2.5
)Net income (loss) attributable to Yingli Green Energy(1)


653,826



8.7
%


(531,595
)


(7.3
)%


1,386,776



210,119



11.1
%     (1)
    
    Our previously reported unaudited 2010 financial results and the
    fourth quarter 2010 financial results have been revised to
    reflect an additional deferred tax liability of RMB
    32.4 million (US$4.9 million), which resulted in a
    decrease in net income attributable to Yingli Green Energy from
    RMB 1,419.2 million (US$215.0 million) to RMB
    1,386.8 million (US$210.1 million) for the year ended
    December 31, 2010 and from RMB 554.4 million
    (US$84.0 million) to RMB 522.0 million
    (US$79.1 million) for the fourth quarter ended
    December 31, 2010.  Year
    Ended 2010 Compared to Year Ended 2009
  Net Revenues.
 87




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##### Table of Contents



Cost of Revenues.
    Gross Profit.
 88




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##### Table of Contents



Operating Expenses.
  
    Selling Expenses.  Our selling expenses were
    RMB 780.2 million (US$118.2 million) in 2010, which
    significantly increased from RMB 347.5 million in 2009.
    This increase was primarily due to significant increase in
    shipping cost for our PV modules to RMB 244.2 million
    (US$37.0 million), an increase in marketing expense to RMB
    206.5 million (US$31.3 million) relating to our
    expanded scale of operations and the 2010 FIFA World
    Cuptm

    sponsorship. Selling expenses as a percentage of net revenues
    increased to 6.3% in 2010 from 4.8% in 2009.
    General and Administrative Expenses.  Our
    general and administrative expenses were RMB 467.5 million
    (US$70.8 million) in 2010, which slightly increased from
    RMB 410.1 million in 2009. The increase in general and
    administrative expenses in 2010 was primarily due to an increase
    in the number of administrative staff and the hiring of senior
    executive officers related to the expansion of our operations,
    which amounted to RMB 149.3 million (US$22.6 million).
    General and administrative expenses as a percentage of net
    revenues decreased to 3.7% in 2010 from 5.7% in 2009.
    Research and Development Expenses.  Our
    research and development expenses were RMB 137.5 million
    (US$20.8 million) in 2010, compared to
    RMB184.3 million in 2009. Our research and development
    expenses in 2010 primarily related to the launch of a series of
    new initiatives, including Project PANDA. Research and
    development expenses as a percentage of net revenues were 1.1%
    in 2010 and 2.5% in 2009.
    Provision for Doubtful Accounts Receivable.  We
    recorded a reversal of allowance for doubtful accounts in an
    amount of RMB 13.9 million (US$2.1 million) in 2010,
    primarily due to the collection from a customer, which was
    partially offset by provision for doubtful accounts of
    RMB 0.8 million (US$0.1 million). In 2009, we
    made provision of doubtful accounts receivable in an amount of
    RMB 322.7 million, primarily attributable to the provision
    of RMB 315.5 million as the result of expected loss of
    accounts receivable from two customers.
    Impairment of intangible assets.  The
    impairment of intangible assets related to long-term supply
    agreements entered into by Tianwei Yingli and arose from the
    purchase price allocation in connection with a series of
    acquisitions of equity interests in Tianwei Yingli in 2006, 2007
    and 2008. As a result of the significant decrease in the price
    of polysilicon since the fourth quarter of 2008, we recognized
    an impairment loss of RMB 131.2 million to reflect the
    difference between the carrying amount and the fair value of the
    intangible assets in 2009. No impairment of intangible assets
    was recorded in 2008 or 2010.  Income from Operations.
  Interest Expense, Net.
 89




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Loss on Debt Extinguishment.
  Loss on Derivative Liabilities.
  Foreign Currency Exchange Gains
    (Losses).
  Income Tax Benefit (Expense).
  Earnings Attributable to the Noncontrolling
    Interests.
  Net Income (Loss) Attributable to Yingli Green
    Energy.
  Year
    Ended 2009 Compared to Year Ended 2008
  Net Revenues.
   90




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Cost of Revenues.
    Gross Profit.
  Operating Expenses.
  
    Selling expenses.  Our selling expenses were
    RMB 347.5 million in 2009, which significantly increased
    from RMB 294.9 million in 2008. This increase was primarily
    due to significant increase in shipping cost for our PV modules
    to RMB 96.8 million, an increase in insurance expense to
    RMB 23.2 million in line with our business expansion
    in 2009 and partially offset by a decrease in amortization
    expenses to RMB 12.6 million for intangible assets relating
    to customer relationships and order backlogs, which were
    allocated to selling expenses. Selling expenses as a percentage
    of net revenues increased to 4.8% in 2009 from 3.9% in 2008.
    General and Administrative Expenses.  Our
    general and administrative expenses were RMB 410.1 million
    in 2009, which significantly increased from RMB
    262.0 million in 2008. The increase in general and
    administrative expenses in 2009 was primarily due to an increase
    in the number of administrative staff and the hiring of senior
    executive officers related to the expansion of our operations,
    which amounted to RMB 138.1 million. General and
    administrative expenses as a percentage of net revenues
    increased to 5.7% in 2009 from 3.5% in 2008. 91




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
    Research and Development Expenses.  Our
    research and development expenses were RMB 184.3 million in
    2009, compared to RMB57.2 million in 2008. The increase in
    research and development expenses in 2009 was primarily a result
    of the launch of a series of new initiatives, including Project
    PANDA. Research and development expenses as a percentage of net
    revenues were 2.5% in 2009 and 0.7% in 2008.
    Provision for Doubtful Accounts Receivable.  We
    made provision of doubtful accounts receivable in an amount of
    RMB 322.7 million, primarily attributable to the provision
    of RMB 315.5 million as the result of expected loss of
    accounts receivable from two customers. We recorded a reversal
    of allowance for doubtful accounts in an amount of RMB
    1.2 million in 2008, primarily due to the collection from a
    customer upon reaching a settlement agreement with such
    customers, which was partially offset by provision for doubtful
    accounts of RMB 0.9 million.
    Impairment of intangible assets.  The
    impairment of intangible assets related to long-term supply
    agreements entered into by Tianwei Yingli and arose from the
    purchase price allocation in connection with a series of
    acquisitions of equity interests in Tianwei Yingli in 2006, 2007
    and 2008. As a result of the significant decrease in the price
    of polysilicon since the fourth quarter of 2008, we recognized
    an impairment loss of RMB 131.2 million to reflect the
    difference between the carrying amount and the fair value of the
    intangible assets. No impairment of intangible assets was
    recorded in 2007 or 2008.  Income from Operations.
  Interest Expense, Net.
  Loss on Debt Extinguishment.
  Loss on Derivative Liabilities.
  Foreign Currency Exchange Gains
    (Losses).
  Income Tax Benefit.
 92




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Earnings Attributable to the Noncontrolling
    Interests.
  Net Income (Loss) Attributable to Yingli Green
    Energy.
  B.  Liquidity
    and Capital Resources
    Cash
    Flows and Working Capital
             93




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94




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For the Year Ended December 31,2008


2009


2010RMB


RMB


RMB


US$(In thousands)Net cash provided by operating activities


957,689



2,128,211



2,499,751



378,750Net cash used in investing activities


(2,212,261
)


(3,332,667
)


(3,754,862
)


(568,918
)Net cash provided by financing activities


1,467,215



3,373,075



3,956,126



599,413Effect of foreign currency exchange rate changes on cash


(64,806
)


(29,447
)


(92,969
)


(14,086
)Net increase in cash


147,837



2,139,172



2,608,046



395,159Cash at the beginning of the period


961,077



1,108,914



3,248,086



492,134Cash at the end of the period


1,108,914



3,248,086



5,856,132



887,293   Operating
    Activities
        Investing
    Activities
     95




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Financing
    Activities
        and/or
  Capital
    Expenditures
    Inflation
   96




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Recent
    Accounting Pronouncements
  ASU
    2009-13,
    Revenue Recognition
  2009-13, No. 08-1, 2009-13 605-25, 2009-13. 2009-13 2009-13
  C.
    Research
    and Development     97




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D.
    Trend
    Information    E.
    Off-Balance
    Sheet Arrangements     98




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F.
    Tabular
    Disclosure of Contractual Obligations    Payment Due By PeriodLess Than





More ThanTotal

1 Year

1-3 Years

3-5 Years

5 Years(In thousands of RMB)Borrowings from banks and other parties(1)


9,006,700



6,185,982



2,215,992



506,518



98,208Convertible senior notes(2)


9,270







9,270







Senior secured convertible notes(3)


122,301



9,644



112,657







Medium-term notes(4)


1,243,000



43,000



86,000



1,114,000



Commitments for capital expenditures


1,124,971



1,012,474



112,497







Commitments for the purchase of raw materials


16,112,104



1,922,930



3,796,971



4,599,328



5,792,875Total


27,618,346



9,174,030



6,333,387



6,219,846



5,891,083     (1)
    
    Includes interest of RMB 652.3 million accrued at the
    interest rate under the loan agreement. For borrowings with a
    floating rate, the most recent rate as of December 31, 2010
    was applied.(2)
    
    Includes effective interest of RMB 1.3 million due to the
    guaranteed return on the convertible senior notes.(3)
    
    Includes effective interest of RMB 25.9 million due to the
    guaranteed return on the senior secured convertible notes.(4)
    
    Includes interest of RMB 243.0 million accrued at the
    interest rate under the loan agreement.  G.
    Safe
    Harbor      
    our expectations regarding the worldwide demand for electricity
    and the market for solar energy;
    our beliefs regarding the effects of environmental regulation,
    lack of infrastructure reliability and long-term fossil fuel
    supply constraints;
    our beliefs regarding the inability of traditional fossil
    fuel-based generation technologies to meet the demand for
    electricity;
    our beliefs regarding the importance of environmentally friendly
    power generation;
    our expectations regarding governmental support for the
    deployment of solar energy;
    our beliefs regarding the acceleration of adoption of solar
    technologies;
    our expectations regarding advancements in our technologies and
    cost savings from such advancements; 99




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
    our beliefs regarding the competitiveness of our PV products;
    our beliefs regarding the advantages of our business model;
    our expectations regarding the scaling of our manufacturing
    capacity;
    our expectations regarding entering into or maintaining joint
    venture enterprises and other strategic investments;
    our expectations regarding revenue growth and our ability to
    achieve profitability resulting from increases in our production
    volumes;
    our expectations regarding our ability to secure raw materials
    in the future;
    our expectations regarding the price trends of PV modules and
    polysilicon;
    our beliefs regarding our ability to successfully implement our
    strategies;
    our beliefs regarding our abilities to secure sufficient funds
    to meet our cash needs for our operations and capacity expansion;
    our future business development, results of operations and
    financial condition; and
    competition from other manufacturers of PV products, other
    renewable energy systems and conventional energy suppliers.    ITEM 6.
    DIRECTORS,
    SENIOR MANAGEMENT AND EMPLOYEES  A.  Directors and Senior Management
    Name

Age

Yingli Green EnergyLiansheng Miao

55

Chairperson of board of directors and chief executive officerZongwei Li

38

Director and chief financial officerXiangdong Wang

48

Director and vice presidentIain Ferguson Bruce(1)(2)

70

Independent directorMing Huang(1)(2)

47

Independent directorChi Ping Martin Lau(1)(2)

38

Independent directorJunmin Liu

61

Independent directorDengyuan Song

53

Chief technology officerYiyu Wang

36

Chief strategic officerJingfeng Xiong

40

Vice presidentZhiheng Zhao

62

Vice presidentXiaoqiang Zheng

34

Vice president and chief operating officerYaocheng Liu

37

Vice president     (1)
    
    Audit committee member.(2)
    
    Compensation committee member. 100




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Mr. Liansheng Miao
  Mr. Zongwei Li
  Mr. Xiangdong Wang
  Mr. Iain Ferguson Bruce
  Professor Ming Huang
 101




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Mr. Chi Ping Martin Lau
  Professor Junmin Liu
  Dr. Dengyuan Song
  Mr. Yiyu Wang
  Mr. Jingfeng Xiong
  Mr. Zhiheng Zhao
 102




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Mr. Xiaoqiang Zheng
  Dr. Yaocheng Liu
  c/o Tianwei
  B.
    Compensation
    of Directors and Executive Officers    2006
    Stock Incentive Plan
    Administration.
  Change of Control.
 103




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Amendment and Termination of Plan.
  Amendment No. 1 to the 2006 Stock Incentive
    Plan.
  Amendment No. 2 to the 2006 Stock Incentive
    Plan.
  Options.
  Granted Options.
  Restricted Shares.
 104




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Granted Restricted Shares.
          Employee
    Pension and Other Retirement Benefits
   105




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C.
    Board
    Practices  Terms of
    Directors and Executive Officers
    Board of
    Directors
        Committees
    of the Board of Directors
    Audit
    Committee
  Rule 10A-3(b)(1)
  
    selecting our independent registered public accounting firm and
    pre-approving all auditing and non-auditing services permitted
    to be performed by our independent registered public accounting
    firm;
    reviewing with our independent registered public accounting firm
    any audit problems or difficulties and managements
    response;
    reviewing and approving all proposed related-party transactions,
    as defined in Item 404 of
    Regulation S-K
    under the Securities Act; 106




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
    discussing the annual audited financial statements with
    management and our independent registered public accounting firm;
    reviewing major issues as to the adequacy of our internal
    controls and any special audit steps adopted in light of
    material control deficiencies;
    annually reviewing and reassessing the adequacy of our audit
    committee charter;
    such other matters that are specifically delegated to its audit
    committee by our board of directors from time to time;
    meeting separately and periodically with management and our
    internal and independent registered public accounting
    firm; and
    reporting regularly to the full board of directors.  Compensation
    Committee
    
    approving and overseeing the compensation package for our
    executive officers;
    reviewing and making recommendations to the board with respect
    to the compensation of our directors;
    reviewing and approving corporate goals and objectives relevant
    to the compensation of our chief executive officer, evaluating
    the performance of our chief executive officer in light of those
    goals and objectives, and setting the compensation level of our
    chief executive officer based on this evaluation; and
    reviewing periodically and making recommendations to the board
    regarding any long-term incentive compensation or equity plans,
    programs or similar arrangements, annual bonuses, employee
    pension and welfare benefit plans.  Interested
    Transactions
    Remuneration
    Borrowing
   107




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Qualification
    Employment
    Agreements
      D. Employees
  Employees
    As of December 31, 2010Number of

PercentageEmployees

of TotalManufacturing


7,246



63.4
%Quality Inspection


480



4.2
%Research and Development


1,080



9.4
%Procurement, Sales and Marketing


469



4.1
%Management and Administrative


654



5.7
%Logistics, Manufacturing Support and Others


1,506



13.2
%Total


11,435



100
%      108




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E.
    Share
    Ownership    
    each of our directors and executive officers;
    all of our directors and executive officers as a group; and
    each person known to us to own beneficially more than 5.0% of
    our ordinary shares.  Ordinary Shares BeneficiallyOwned(1)(2)Number of Shares

%Liansheng Miao(3)


52,188,852



32.87Xiangdong Wang


*



*Iain Ferguson Bruce


*



*Ming Huang


*



*Chi Ping Martin Lau


*



*Junmin Liu


*



*Zongwei Li


*



*Dengyuan Song


*



*Yiyu Wang


*



*Jingfeng Xiong


*



*Zhiheng Zhao


*



*Xiaoqiang Zheng


*



*Yaocheng Liu


*



*All directors and executive officers as a group


53,703,991



33.50Principal Shareholders and 5% Shareholders:Yingli Power Holding Company Ltd.(4)


51,600,652



32.62TB Partners GP Limited(5)


8,740,191



5.53Mackenzie Financial Corporation(6)


8,950,000



5.66     *
    
    Less than 1% of our outstanding share capital.(1)
    
    Beneficial ownership is determined in accordance with
    Rule 13d-3
    of the General Rules and Regulations under the Securities
    Exchange Act of 1934, as amended, and includes voting or
    investment power with respect to the securities.(2)
    
    Percentage of beneficial ownership of each listed person is
    based on 158,190,387 ordinary shares outstanding and, as
    applicable, (i) the ordinary shares underlying share
    options exercisable by such person and (ii) restricted
    ordinary shares awarded to such person that can be vested, in
    each case within 60 days of the date of this annual report,
    not including share options that can be early exercised, at the
    discretion of the holder, into unvested ordinary shares.(3)
    
    Represents 51,600,652 of our ordinary shares owned by Yingli
    Power, our principal shareholder, which is 100% beneficially
    owned by the family trust of Mr. Miao, and 217,600
    restricted shares that were vested and 425,000 stock option
    exercisable. Mr. Miaos business address is
    c/o Tianwei
    Yingli New Energy Resources Co., Ltd., No. 3055 Middle
    Fuxing Road, Baoding, Peoples Republic of China.(4)
    
    Represents 51,600,652 of our ordinary shares beneficially owned
    by Yingli Power. Yingli Power is 100% beneficially owned by the
    family trust of Mr. Liansheng Miao. The mailing address of
    Yingli Power is Romasco Place, Wickhams Cay 1,
    P.O. Box 3140, Road Town, Tortola, British Virgin
    Islands. 109




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##### Table of Contents



(5)
    
    Based on the Schedule 13G filing with the Securities and
    Exchange Commission on January 28,2011, represents
    5,400,688 of our ordinary shares in the form of ADS held by
    Trustbridge Partners II, L.P., a limited partnership whose
    general partner is TB Partners GP2, L.P. The general partner of
    TB Partners GP2, L.P. is TB Partners GP Limited. Assumes
    conversion of the outstanding amount of US$14.6 million in
    our senior secured convertible notes due 2012 held by
    Trustbridge Partners II, L.P. into 3,339,503 ordinary shares, in
    connection with our acquisition of Cyber Power. The address of
    the principal business office of TB Partners GP Limited is
    Room 1206, One Lujiazui, 68 Yincheng
    Road (C), Pudong Shanghai, Peoples Republic of China.(6)
    
    Based on the Schedule 13G filing with the Commission on
    February 11, 2011. The address of the principal business
    office of Mackenzie Financial Corporation is 180 Queen Street
    West, Toronto, Ontario M5V 3K1.      ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS  A.
    Major
    Shareholders    B.
    Related
    Party Transactions    Cyber
    Power Acquisition and Issuance of Senior Secured Convertible
    Notes
     110




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Transactions
    with Yingli Group
     111




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112




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113




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Other
    Transactions with Mr. Liansheng Miao and Entities
    Controlled by Mr. Miao
        Transactions
    with Tianwei Baobian and Its Controlling Shareholder
        Certain
    Other Related Party Transactions
       114




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115




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Capital
    Contributions to Tianwei Yingli
    Employment
    Agreements
    Stock
    Incentive Plan
    C.
    Interests
    of Experts and Counsel    ITEM 8.
    FINANCIAL
    INFORMATION  A.
    Consolidated
    Statements and Other Financial Information    Legal and
    Administrative Proceedings
     116




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Dividend
    Policy
            B.
    Significant
    Changes   117




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ITEM 9.
    THE
    OFFER AND LISTING  A.
    Offer
    and Listing Details.    Market Price per ADSHigh


LowAnnual Highs and Lows2007 (from June 8, 2007)


41.50



10.482008


39.95



2.502009


16.92



3.322010


19.11



8.31Quarterly Highs and LowsFirst Quarter 2009


7.57



3.32Second Quarter 2009


16.35



5.75Third Quarter 2009


16.17



9.68Fourth Quarter 2009


16.92



11.17First Quarter 2010


19.11



10.84Second Quarter 2010


13.65



8.31Third Quarter 2010


13.94



9.86Fourth Quarter 2010


14.29



9.85First Quarter 2011


13.34



9.94Monthly Highs and LowsOctober 2010


14.29



11.4November 2010


13.11



9.85December 2010


10.98



9.85January 2011


11.95



9.94February 2011


13.34



11.21March 2011


13.10



10.06April 2011


13.14



11.36May 2011(through May 11)


12.49



11.15     B.
    Plan
    of Distribution    C.
    Markets    D.
    Selling
    Shareholders   118




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E.
    Dilution    F.
    Expenses
    of the Issue    ITEM 10.
    ADDITIONAL
    INFORMATION  A.
    Share
    Capital    B.
    Memorandum
    and Articles of Association  No. 333-142851),
  C.
    Material
    Contracts    D.
    Exchange
    Controls  Foreign
    Currency Exchange
    
    Foreign Currency Administration Rules (1996), as
    amended; and
    Administration Rules of the Settlement, Sale and Payment of
    Foreign Exchange (1996).  and/or
  and/or
  E.
    Taxation  Cayman
    Islands Taxation
   119




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Governor-in-Council
        Peoples
    Republic of China Taxation
     120




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##### Table of Contents



Certain
    United States Federal Income Tax Consequences
    
    an individual citizen or resident of the United States;
    a corporation (or other entity treated as a corporation for
    United States federal income tax purposes) created or organized
    in or under the laws of the United States, any state thereof or
    the District of Columbia;
    an estate the income of which is subject to United States
    federal income taxation regardless of its source; or
    a trust if it (1) is subject to the primary supervision of
    a court within the United States and one or more United States
    persons have the authority to control all substantial decisions
    of the trust or (2) has a valid election in effect under
    applicable United States Treasury regulations to be treated as a
    United States person.    
    a dealer in securities or currencies;
    a financial institution;
    a regulated investment company;
    a real estate investment trust;
    an insurance company;
    a tax-exempt organization; 121




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
    a person holding our ordinary shares or ADSs as part of a
    hedging, integrated or conversion transaction, a constructive
    sale or a straddle;
    a trader in securities that has elected the
    mark-to-market
    method of accounting for your securities;
    a person liable for alternative minimum tax;
    a person who owns or is deemed to own 10% or more of our voting
    stock;
    a United States expatriate;
    a partnership or other pass-through entity for United States
    federal income tax purposes; or
    a person whose functional currency is not the United
    States dollar.      non-United If you are considering the purchase,
    ownership or disposition of our ordinary shares or ADSs, you
    should consult your own tax advisors concerning the United
    States federal income tax consequences to you in light of your
    particular situation as well as any consequences arising under
    the laws of any other taxing jurisdiction.
        Distributions
    on ADSs or Ordinary Shares
   122




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Sale,
    Exchange or Other Disposition of ADSs or Ordinary
    Shares
   123




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Passive
    Foreign Investment Company
    Information
    Reporting and Backup Withholding
    F.
    Dividends
    and Paying Agents    G.
    Statement
    by Experts    H.
    Documents
    on Display       124




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I.
    Subsidiary
    Information    ITEM 11.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Foreign
    Exchange Risk
      and/or
   125




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Interest
    Rate Risk
     126




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ITEM 12.
    DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES  A.
    Debt
    Securities    B.
    Warrants
    and Rights    C.
    Other
    Securities    D.
    American
    Depositary Shares  Fees
    Paid by Our ADS Holders
      
    to the extent not prohibited by the rules of any stock exchange
    or interdealer quotation system upon which the ADSs are traded,
    a fee of US$1.50 per ADR or ADRs for transfers of certificated
    or direct registration ADRs;
    a fee of US$0.02 or less per ADS (or portion thereof) for any
    cash distribution made pursuant to the deposit agreement;
    a fee of US$0.04 per ADS (or portion thereof) per calendar year
    for services performed by the depositary in administering our
    ADR program (which fee may be charged on a periodic basis during
    each calendar year (with the aggregate of such fees not to
    exceed the amount set forth above) and shall be assessed against
    holders of ADRs as of the record date or record dates set by the
    depositary during each calendar year and shall be payable in the
    manner described in the next succeeding provision);
    any other charge payable by any of the depositary, any of the
    depositarys agents, including, without limitation, the
    custodian, or the agents of the depositarys agents in
    connection with the servicing of our shares or other deposited
    securities (which charge shall be assessed against registered
    holders of our ADRs as of the record date or dates set by the
    depositary and shall be payable at the sole discretion of the
    depositary by billing such registered holders or by deducting
    such charge from one or more cash dividends or other cash
    distributions);
    a fee for the distribution of securities (or the sale of
    securities in connection with a distribution), such fee being in
    an amount equal to the fee for the execution and delivery of
    ADSs which would have been charged as a result of the deposit of
    such securities (treating all such securities as if they were
    shares) but which securities or the net cash proceeds from the
    sale thereof are instead distributed by the depositary to those
    holders entitled thereto; 127




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
    stock transfer or other taxes and other governmental charges;
    cable, telex and facsimile transmission and delivery charges
    incurred at your request;
    transfer or registration fees for the registration of transfer
    of deposited securities on any applicable register in connection
    with the deposit or withdrawal of deposited securities;
    expenses of the depositary in connection with the conversion of
    foreign currency into U.S. dollars; and
    such fees and expenses as are incurred by the depositary
    (including without limitation expenses incurred in connection
    with compliance with foreign exchange control regulations or any
    law or regulation relating to foreign investment) in delivery of
    deposited securities or otherwise in connection with the
    depositarys or its custodians compliance with
    applicable laws, rules or regulations.      Fees
    and Payments from the Depositary to Us
   PART II  ITEM 13.
    DEFAULTS,
    DIVIDEND ARREARAGES AND DELINQUENCIES    ITEM 14.
    MATERIAL
    MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
    PROCEEDS   128




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Form F-1 333-142851)
  Form F-1 333-147223)
  Form F-3 333-142851)
     129




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ITEM 15.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Rule 13a-15(f)
        Changes
    in Internal Control over Financial Reporting
   130




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ITEM 16A.
    AUDIT
    COMMITTEE FINANCIAL EXPERT  Form 20-F. Rule 10A-3(b)(1)
  ITEM 16B.
    CODE
    OF ETHICS  No. 333-142851),
  ITEM 16C.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    For the Year Ended December 31,2009

2010(In thousands of

(In thousands of

(In thousands ofRMB)

RMB)

US$)Audit fees(1)


7,618



7,368



1,116Audit-related fees(2)


4,737



2,432



368     (1)
    
    Audit fees means the aggregate fees billed in each of the fiscal
    years listed for professional services rendered by our principal
    auditors for the audit of our annual financial statements or
    services that are normally provided by the auditors in
    connection with statutory and regulatory filings or engagements.(2)
    
    Audit-related fees means the aggregate fees billed in each of
    the fiscal years listed for assurance and related services by
    our principal auditors that are reasonably related to the
    performance of the audit or review of our financial statements
    and are not reported under Audit fees. Services
    comprising the fees disclosed under the category of
    Audit-related fees involve principally limited
    reviews performed on our consolidated financial statements. The
    policy of our audit committee is to pre-approve all audit and
    non-audit services provided by KPMG, other than those for de
    minimus services which are approved by the Audit Committee prior
    to the completion of the audit.  ITEM 16D.
    EXEMPTIONS
    FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES    ITEM 16E.
    PURCHASES
    OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS.    ITEM 16F.
    CHANGE
    IN REGISTRANTS CERTIFYING ACCOUNTANT.    ITEM 16G.
    CORPORATE
    GOVERNANCE.  Rule 3b-4
 131




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##### Table of Contents




    Under the listing standards of the New York Stock Exchange,
    domestic companies are required to have a nominating/corporate
    governance committee, composed entirely of independent
    directors. In addition to identifying individuals qualified to
    become board members, the nominating/corporate governance
    committee must develop and recommend to the board a set of
    corporate governance principles. We do not have a
    nominating/corporate governance committee, and the Companies Law
    of the Cayman Islands does not require companies incorporated in
    Cayman Islands to have a nominating/corporate governance
    committee. Currently, our board of directors performs the duties
    of the nominating/corporate governance committee and regularly
    reviews our corporate governance principles and practice. PART III  ITEM 17.
    FINANCIAL
    STATEMENTS    ITEM 18.
    FINANCIAL
    STATEMENTS    
    Reports of Independent Registered Public Accounting Firm
    Consolidated Balance Sheets as of December 31, 2009 and 2010
    Consolidated Statements of Operations for the years ended
    December 31, 2008, 2009 and 2010 of Yingli Green Energy
    Holding Company Limited and its Subsidiaries
    Consolidated Statements of Shareholders Equity and
    Comprehensive Income (Loss) for the years ended
    December 31, 2008, 2009 and 2010 of Yingli Green Energy
    Holding Company Limited and its Subsidiaries
    Consolidated Statements of Cash Flows for the years ended
    December 31, 2008, 2009 and 2010 of Yingli Green Energy
    Holding Company Limited and its Subsidiaries
    Notes to the Consolidated Financial Statements  ITEM 19.
    EXHIBITS  ExhibitNumber

Description of Document1
.1

Third Amended and Restated Memorandum and Articles of
    Association of Yingli Green Energy Holding Company Limited
    (incorporated by reference to Exhibit 3.1 from our F-1
    registration statement (File
    No. 333-147223),
    as amended, initially filed with the Commission on
    November 7, 2007)2
.1

Form of Registrants American Depositary Receipt
    (incorporated by reference to Exhibit 4.1 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on
    May 11,2007)2
.2

Registrants Specimen Certificate for Ordinary Shares
    (incorporated by reference to Exhibit 4.2 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007) 132




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##### Table of Contents



ExhibitNumber

Description of Document2
.3

Form of Deposit Agreement among the Registrant, the depositary
    and Owners and Beneficial Owners of the American Depositary
    Shares issued thereunder (incorporated by reference to
    Exhibit 4.3 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.4

Amendment No. 1 to Deposit Agreement among the Registrant,
    the depositary and all holders from time to time of American
    Depositary Receipts issued thereunder (incorporated by reference
    to Exhibit 99.A.2 from our Post-Effective Amendment
    No. 1 to our
    Form F-6
    registration statement (File
    No. 333-142852),
    filed with the Commission on March 2, 2009)2
.5

Supplemental Agreement to Deposit Agreement among the
    Registrant, the depositary and all holders from time to time of
    American Depositary Receipts issued under the Deposit Agreement
    (incorporated by reference to Exhibit 99.A.2 from our
    Post-Effective Amendment No. 1 to our
    Form F-6
    registration statement (File
    No. 333-142852),
    filed with the Commission on March 2, 2009)2
.6

Trust Deed, dated January 19, 2007, between the
    Registrant and DBS Trustee Limited relating to the
    Registrants 2006 Stock Incentive Plan Restricted Stock
    Award Agreement (incorporated by reference to Exhibit 4.17
    from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.7

Form of Indenture between the Registrant and Wilmington
    Trust Company, as trustee and securities agent (included on
    the Signature page) (incorporated by reference to
    Exhibit 4.18 from our F-1 registration statement (File
    No. 333-147223),
    as amended, initially filed with the Commission on
    November 7, 2007)2
.8

Rights Agreement, dated as of October 17, 2007, between
    Yingli Green Energy Holding Company Limited and RBC Dexia
    Corporate Services Hong Kong Limited, as Rights Agent, which
    includes the Form of Right Certificate as Exhibit A and the
    Summary of Rights as Exhibit B (incorporated by reference
    to Exhibit 4.1 from our
    8-A
    registration statement (File
    No. 001-33469),
    as amended, initially filed with the Commission on
    October 17, 2007)2
.9

Amendment No. 1 to Rights Agreement, dated as of
    June 2, 2008, between Yingli Green Energy Holding Company
    Limited and RBC Dexia Corporate Services Hong Kong Limited, as
    Rights Agent (incorporated by reference to Exhibit 4.2 from
    our 8-A
    registration statement (File
    No. 001-33469),
    as amended, filed with the Commission on June 3, 2008)2
.10

Warrant Agreement, dated as of April 7, 2009, among Yingli
    Green Energy Holding Company Limited, Deutsche Bank AG, Hong
    Kong Branch, as warrant agent, and Deutsche Bank Luxemberg S.A.
    as warrant registrar (incorporated by reference to
    Exhibit 2.23 from our 20-F annual report filed with the
    Commission on June 15, 2009)2
.11

Indenture, dated November 28, 2008, between the Registrant
    and Wilmington Trust Company, as trustee (incorporated by
    reference to Exhibit 4.4 from our F-3 registration
    statement (File
    No. 333-155782),
    as amended, initially filed with the Commission on
    November 28, 2008)4
.1

2006 Stock Incentive Plan (incorporated by reference to
    Exhibit 10.1 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.2

Form of Employment Agreement between the Registrant and an
    Executive Officer of the Registrant (incorporated by reference
    to Exhibit 10.2 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.3

Joint Venture Contract of Baoding Tianwei Yingli New Energy
    Resources Co., Ltd., dated August 25, 2006, and
    Supplemental Contracts Nos. 1, 2, and 3 thereto, dated
    October 10, 2006, November 13, 2006 and
    December 18, 2006, respectively (incorporated by reference
    to Exhibit 10.3 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.4

Registrants US$20 million 10.0% Guaranteed Senior
    Secured Convertible Notes Due 2012, dated January 16, 2009
    (incorporated by reference to Exhibit 4.6 from our 20-F
    annual report filed with the Commission on June 15, 2009) 133




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##### Table of Contents



ExhibitNumber

Description of Document4
.5

Indenture, dated January 16, 2009, among the Registrant,
    Yingli Power Holding Company Ltd. and Mr. Liansheng Miao as
    guarantors, Yingli Power Holding Company Ltd. as chargor and DB
    Trustees (Hong Kong) Limited as trustee (incorporated by
    reference to Exhibit 4.7 from our 20-F annual report filed
    with the Commission on June 15, 2009)4
.6

Supplemental Indenture, dated May 21, 2009, between the
    Registrant and DB Trustees (Hong Kong) Limited as trustee
    (incorporated by reference to Exhibit 4.8 from our 20-F
    annual report filed with the Commission on June 15, 2009)4
.7

Note Purchase Agreement, dated January 7, 2009, between the
    Registrant and Trustbridge Partners II, L.P. as purchaser
    (incorporated by reference to Exhibit 4.9 from our 20-F
    annual report filed with the Commission on June 15, 2009)4
.8*

Credit Contract, dated November 29, 2010, between Tianwei
    Yingli, as borrower, and The Bank of East Asia (China) Limited,
    Beijing Branch, as lender.4
.9

Credit Agreement, dated January 24, 2009, between Gold Sun
    Day Limited as lender and Yingli Energy (China) Company Limited
    as borrower (incorporated by reference to Exhibit 4.11 from
    our 20-F annual report filed with the Commission on
    June 15, 2009)4
.10

Guarantee and Undertaking, dated January 24, 2009, by the
    Registrant (incorporated by reference to Exhibit 4.12 from
    our 20-F annual report filed with the Commission on
    June 15, 2009)4
.11

Share Mortgage, dated February 13, 2009, between Cyber
    Power Group Limited as mortgagor and Gold Sun Day limited as
    mortgagee (incorporated by reference to Exhibit 4.13 from
    our 20-F annual report filed with the Commission on
    June 15, 2009)4
.12

Account Charge, dated February 13, 2009, between Cyber
    Power Group Limited as mortgagor and Gold Sun Day limited as
    mortgagee (incorporated by reference to Exhibit 4.14 from
    our 20-F annual report filed with the Commission on
    June 15, 2009)4
.13

Security Agreement, dated February 13, 2009, between Cyber
    Lighting Holding Company Limited as chargor and Gold Sun Day
    limited as chargee (incorporated by reference to
    Exhibit 4.15 from our 20-F annual report filed with the
    Commission on June 15, 2009)4
.14

Original Opco Equity Pledge dated February 13, 2009,
    between Cyber Power Group Limited as chargor, Fine Silicon Co.,
    Ltd as company, and Gold Sun Day limited as chargee
    (incorporated by reference to Exhibit 4.16 from our 20-F
    annual report filed with the Commission on June 15, 2009)4
.15

Loan Agreement, dated December 22, 2008, between Yingli
    Energy (China) Company Limited as borrower and China Development
    Bank as lender (incorporated by reference to Exhibit 4.17
    from our 20-F annual report filed with the Commission on
    June 15, 2009)4
.16

Agreement on Pledge of Receivables, dated December 22,
    2008, between Yingli Energy (China) Company Limited as pledgor
    and China Development Bank as pledgee (incorporated by reference
    to Exhibit 4.18 from our 20-F annual report filed with the
    Commission on June 15, 2009)4
.17

Mortgage Agreement, dated December 22, 2008, between Yingli
    Energy (China) Company Limited as mortgagor and China
    Development Bank as mortgagee (incorporated by reference to
    Exhibit 4.19 from our 20-F annual report filed with the
    Commission on June 15, 2009)4
.18

Guarantee Agreement, dated December 22, 2008, between
    Baoding Tianwei Yingli New Energy Resources Co., Ltd. as
    guarantor and China Development Bank as guarantee (incorporated
    by reference to Exhibit 4.20 from our 20-F annual report
    filed with the Commission on June 15, 2009)4
.19*

Loan Contract, dated October 12, 2010, between Baoding
    Tianwei Yingli New Energy Resources Co., Ltd as borrower, and
    The Export-Import Bank of China as lender.4
.20

Supply Agreement, dated November 13, 2006, between Wacker
    Chemie AG and Tianwei Yingli (incorporated by reference to
    Exhibit 10.29 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.21

Supply Agreement, dated August 10, 2006, between Wacker
    Chemie AG and Tianwei Yingli (incorporated by reference to
    Exhibit 10.30 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007) 134




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##### Table of Contents



ExhibitNumber

Description of Document4
.22

Amendment No. 1 to Yingli Green Energy Holding Company
    Limited 2006 Stock Incentive Plan (incorporated by reference to
    Exhibit 10.32 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.23

Amendment No. 2 to Yingli Green Energy Holding Company
    Limited 2006 Stock Incentive Plan4
.24

Supplemental Contract No. 4 to the Joint Venture Contract
    of Baoding Tianwei Yingli New Energy Resources Co., Ltd., dated
    September 28, 2007 (incorporated by reference to
    Exhibit 10.35 from our F-1 registration statement (File
    No. 333-147223),
    as amended, initially filed with the Commission on
    November 7, 2007)4
.25

Supply Agreement, dated July 4, 2007, between Wacker Chemie
    AG and Tianwei Yingli (incorporated by reference to
    Exhibit 10.36 from our F-1 registration statement (File
    No. 333-147223),
    as amended, initially filed with the Commission on
    November 7, 2007)4
.26

Supply Agreement, dated September 5, 2007, between Wacker
    Chemie AG and Tianwei Yingli (incorporated by reference to
    Exhibit 10.37 from our F-1 registration statement (File
    No. 333-147223),
    as amended, initially filed with the Commission on
    November 7, 2007)4
.27

Second Supplemental Indenture, dated June 15, 2009, between
    the Registrant and DB Trustee (Hong Kong) Limited, as trustee
    (incorporated by reference to Exhibit 4.35 from our 20-F
    annual report filed with the Commission on June 15, 2009)4
.28

Supplemental Agreement, dated November 6, 2008, between
    Tianwei Yingli, as borrower, and the lenders and the agent
    thereunder, relating to the Term Facility Agreement, dated
    August 29, 2008, by and between the parties thereto, or the
    Tianwei Yingli Term Facility Agreement (incorporated by
    reference to Exhibit 10.1 from our F-3 registration
    statement (File
    No. 333-155782),
    as amended, initially filed with the Commission on
    November 28, 2008)4
.29

Supplemental Deed, dated November 6, 2008, between the
    Registrant, as guarantor, and the lender and the agent under the
    Tianwei Yingli Term Facility Agreement, relating to the
    Corporate Guarantee, dated August 29, 2008, by and between
    the parties thereto (incorporated by reference to
    Exhibit 10.2 from our F-3 registration statement (File
    No. 333-155782),
    as amended, initially filed with the Commission on
    November 28, 2008)4
.30*

Loan Agreement, dated January 15, 2010, between Tianwei
    Yingli, as borrower, and Bank of China Limited, Baoding Branch,
    as lender.4
.31

Letter of Intent, dated November 26, 2008, by and among the
    Registrant, Yingli Energy (China) Company Limited, Grand Avenue
    Group Limited, Baoding Yingli Group Company Limited and
    Mr. Liansheng Miao (incorporated by reference to
    Exhibit 10.4 from our F-3 registration statement (File
    No. 333-155782),
    as amended, initially filed with the Commission on
    November 28, 2008)4
.32

Fixed Asset Loan Agreement, dated June 10, 2010, between
    Yingli China and Bank of Communications, Hebei Branch8
.1*

Subsidiaries of the Registrant11
.1

Code of Business Conduct and Ethics (incorporated by reference
    to Exhibit 99.1 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)12
.1*

CEO Certification Pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200212
.2*

CFO Certification Pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200213
.1*

CEO Certification Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 200213
.2*

CFO Certification Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 200215
.1*

Consent of Independent Registered Public Accounting Firm     *
    
    Filed with this annual report 135




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##### Table of Contents



SIGNATURES
  Form 20-F
    By:
    /s/  Liansheng
    Miao   Title:
    Chairman and Chief Executive Officer   136




---



##### 



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Consolidated
    Financial Statements
  Table of
    Contents
   
 PageReports of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets


F-4Consolidated Statements of Operations


F-5Consolidated Statements of Shareholders
    Equity and Comprehensive Income (Loss)


F-6Consolidated Statements of Cash Flows


F-9Notes to Consolidated Financial Statements


F-12   F-1




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             Internal Control 
    Integrated Framework
  KPMG
   F-2




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control  Integrated Framework
        Internal Control 
    Integrated Framework
    KPMG
   F-3




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Consolidated
    Balance Sheets
  December 31, 2009

December 31, 2010RMB

RMB

US$(Amounts in thousands, except share and per share data)ASSETSCurrent assets:Cash


3,248,086



5,856,132



887,293Restricted cash


215,192



644,928



97,716Accounts receivable, net


1,750,898



1,909,319



289,291Inventories


1,665,021



2,524,956



382,569Prepayments to suppliers


329,457



573,937



86,960Value-added tax recoverable


300,528



931,830



141,187Amounts due from and prepayments to related parties


303,726



291,564



44,176Prepaid expenses and other current assets


143,567



174,395



26,423Total current assets


7,956,475



12,907,061



1,955,615Restricted cash, excluding current portion


167,774







Long-term prepayments to suppliers


678,311



504,326



76,413Property, plant and equipment, net


6,573,851



9,933,956



1,505,145Land use rights


354,560



358,834



54,369Intangible assets, net


207,826



160,494



24,318Goodwill


273,666



273,666



41,464Other assets


44,642



50,157



7,600Total assets


16,257,105



24,188,494



3,664,924LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Short-term bank borrowings, including current portion of
    long-term debt


3,501,027



5,857,878



887,557Accounts payable


1,852,216



2,475,415



375,063Advances from customers


30,554



1,001,292



151,711Amounts due to related parties


31,138



84,481



12,800Convertible senior notes


1,291,843







Other current liabilities and accrued expenses


232,610



363,912



55,138Total current liabilities


6,939,388



9,782,978



1,482,269Convertible senior notes






8,121



1,230Senior secured convertible notes


100,139



83,213



12,608Medium-term notes






1,001,128



151,686Long-term debt, excluding current portion


752,809



2,496,482



378,255Other liabilities


278,910



542,956



82,266Total liabilities


8,071,246



13,914,878



2,108,314Shareholders equity:Ordinary shares Par value: US$0.01Authorized shares: 1,000,000,000Issued and outstanding shares: 148,527,450 and 156,205,313 as of
    December 31, 2009 and 2010, respectively


11,363



11,881



1,800Additional paid-in capital


6,130,890



6,412,995



971,666Accumulated other comprehensive income


12,784



59,183



8,967Retained earnings


480,037



1,866,813



282,852Total equity attributable to Yingli Green Energy


6,635,074



8,350,872



1,265,285Noncontrolling interests


1,550,785



1,922,744



291,325Total shareholders equity


8,185,859



10,273,616



1,556,610Commitments and contingencies










Total liabilities and shareholders equity


16,257,105



24,188,494



3,664,924    F-4




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Consolidated Statements of
    Operations
  Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$(Amounts in thousands, except per share data)Net revenuesSales of PV modules


7,445,790



7,158,441



12,276,854



1,860,129Sales of PV systems


27,584



50,197



56,662



8,585Other revenues


79,641



46,231



166,471



25,223Total net revenues


7,553,015



7,254,869



12,499,987



1,893,937Cost of revenuesCost of PV modules sales


5,713,605



5,458,284



8,131,218



1,232,002Cost of PV systems sales


19,241



39,851



49,190



7,453Cost of other revenues


52,953



42,361



166,794



25,272Total cost of revenues


5,785,799



5,540,496



8,347,202



1,264,727Gross profit


1,767,216



1,714,373



4,152,785



629,210Operating expensesSelling expenses


294,895



347,545



780,244



118,219General and administrative expenses


261,989



410,101



467,516



70,836Research and development expenses


57,249



184,332



137,525



20,837Provision for (recovery of) doubtful accounts receivable


(217
)


322,668



(13,098
)


(1,985
)Impairment of intangible asset






131,177







Total operating expenses


613,916



1,395,823



1,372,187



207,907Income from operations


1,153,300



318,550



2,780,598



421,303Other income (expense)Equity in losses of affiliates, net


(2,174
)


(2,769
)


(628
)


(95
)Interest expense


(162,131
)


(376,336
)


(438,011
)


(66,365
)Interest income


12,739



6,321



15,992



2,423Foreign currency exchange gains (losses)


(66,286
)


38,389



(338,216
)


(51,245
)Loss on debt extinguishment






(244,744
)






Loss from revaluation of embedded derivative






(231,345
)






Other income


6,090



7,373



11,764



1,782Earnings (loss) before income taxes


941,538



(484,561
)


2,031,499



307,803Income tax benefit (expense)


5,588



31,831



(333,466
)


(50,524
)Net income (loss)


947,126



(452,730
)


1,698,033



257,279Less: Earnings attributable to the noncontrolling interests


(293,300
)


(78,865
)


(311,257
)


(47,160
)Net income (loss) attributable to Yingli Green Energy


653,826



(531,595
)


1,386,776



210,119Basic earnings (loss) per ordinary share


5.13



(3.83
)


9.15



1.39Diluted earnings (loss) per ordinary share


5.05



(3.83
)


8.86



1.34    F-5




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Consolidated Statements of Shareholders
    Equity and Comprehensive Income (Loss)
  ComprehensiveComprehensive

IncomeAccumulated



Total Yingli





Income

AttributableOrdinary Share

Additional

Other



Green Energy



Total

Attributable to

to the

TotalNumbers



Paid-In

Comprehensive

Retained

Shareholders

Non-Controlling

Shareholders

Yingli Green

Noncontrolling

Comprehensiveof Shares

Amount

Capital

Income

Earnings

Equity

Interests

Equity

Energy

Interests

IncomeRMB

RMB

RMB

RMB

RMB

RMB

RMB

RMB

RMB

RMB(Amounts in thousands, except share data)Balance as of January 1, 2008


126,923,609



9,884



3,663,843



11,901



357,806



4,043,434



754,799



4,798,233Net income


















653,826



653,826



293,300



947,126



653,826



293,300



947,126Foreign currency exchange translation adjustment, net of nil tax














19,306







19,306







19,306



19,306







19,306Comprehensive income


































673,132



293,300



966,432Acquisition of additional equity interest in Tianwei Yingli


























343,948



343,948Establishment of new subsidiaries with noncontrolling interests


























3,104



3,104Issuance of ordinary shares upon vesting of restricted shares


524,212



38



(38
)


















Share-based compensation










60,553











60,553







60,553Balance as of December 31, 2008


127,447,821



9,922



3,724,358



31,207



1,011,632



4,777,119



1,395,151



6,172,270    F-6




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Consolidated
    Statements of Shareholders Equity and Comprehensive Income
    (Loss)  (Continued)
  ComprehensiveComprehensive

IncomeAccumulated



Total Yingli





Loss

AttributableOrdinary Share

Additional

Other



Green Energy



Total

Attributable to

to the

TotalNumbers



Paid-In

Comprehensive

Retained

Shareholders

Non-Controlling

Shareholders

Yingli Green

Noncontrolling

Comprehensiveof Shares

Amount

Capital

Income

Earnings

Equity

Interests

Equity

Energy

Interests

LossRMB

RMB

RMB

RMB

RMB

RMB

RMB

RMB

RMB

RMB(Amounts in thousands, except share data)Balance as of January 1, 2009


127,447,821



9,922



3,724,358



31,207



1,011,632



4,777,119



1,395,151



6,172,270Net loss


















(531,595
)


(531,595
)


78,865



(452,730
)


(531,595
)


78,865



(452,730
)Foreign currency exchange translation adjustment, net of nil tax














(18,423
)






(18,423
)


(6,566
)


(24,989
)


(18,423
)


(6,566
)


(24,989
)Comprehensive loss


































(550,018
)


72,299



(477,719
)Issuance of ordinary shares upon vesting of restricted shares


530,212



36



(36
)


















Issuance of ordinary shares upon exercise of stock options


159,417



11



4,341











4,352







4,352Share-based compensation










37,442











37,442



38,585



76,027Establishment of new subsidiaries with noncontrolling interests


























44,750



44,750Issuance of ordinary shares


18,390,000



1,257



1,551,926











1,553,183







1,553,183Conversion of senior secured convertible notes


2,000,000



137



59,459











59,596







59,596Fair value of conversion feature of First Tranche of senior
    secured convertible notes










170,893











170,893







170,893Beneficial conversion feature of Second Tranche of senior
    secured convertible notes










201,210











201,210







201,210Fair value of ADM warrants










381,297











381,297







381,297Balance as of December 31, 2009


148,527,450



11,363



6,130,890



12,784



480,037



6,635,074



1,550,785



8,185,859    F-7




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Consolidated
    Statements of Shareholders Equity and Comprehensive Income
    (Loss)  (Continued)
  Comprehensive

ComprehensiveIncome

IncomeAccumulated



Total Yingli





Attributable

AttributableOrdinary Share

Additional

Other



Green Energy



Total

to Yingli

to the

TotalNumbers



Paid-In

Comprehensive

Retained

Shareholders

Non-Controlling

Shareholders

Green

Noncontrolling

Comprehensiveof Shares

Amount

Capital

Income

Earnings

Equity

Interests

Equity

Energy

Interests

IncomeRMB

RMB

RMB

RMB

RMB

RMB

RMB

RMB

RMB

RMB(Amounts in thousands, except share data)Balance as of January 1, 2010


148,527,450



11,363



6,130,890



12,784



480,037



6,635,074



1,550,785



8,185,859Net income


















1,386,776



1,386,776



311,257



1,698,033



1,386,776



311,257



1,698,033Foreign currency exchange translation adjustment, net of nil tax














46,321







46,321



(10,499
)


35,822



46,321



(10,499
)


35,822Cash flow hedging derivatives, net of nil tax














78







78



(32
)


46



78



(32
)


46Comprehensive income


































1,433,175



300,726



1,733,901Issuance of ordinary shares upon vesting of restricted shares


527,764



36



(36
)





















US$
217,148



45,565



262,713Issuance of ordinary shares upon exercise of stock options


139,200



9



4,040











4,049







4,049Share-based compensation










63,520











63,520



11,233



74,753Conversion of senior secured convertible notes


6,000,688



405



214,649











215,054







215,054Issuance of ordinary shares upon exercise of ADM warrants


1,010,211



68



(68
)


















Capital injection from a subsidiarys noncontrolling
    interests holder


























60,000



60,000Balance as of December 31, 2010


156,205,313



11,881



6,412,995



59,183



1,866,813



8,350,872



1,922,744



10,273,616Balance as of December 31, 2010  US$






1,800



971,666



8,967



282,852



1,265,285



291,325



1,556,610    F-8




---



##### Table of Contents





YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Consolidated Statements of Cash
    Flows
  Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$(Amounts in thousands)Cash flow from operating activities:Net income (loss)


947,126



(452,730
)


1,698,033



257,279Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:Depreciation


158,844



343,381



471,159



71,388Amortization of intangible assets


56,345



56,386



48,814



7,396Loss on disposal of property, plant and equipment


657



1,483



15,571



2,359Provision for (recovery of) doubtful accounts receivable


(217
)


322,668



(13,098
)


(1,985
)Loss on sale of accounts receivable






5,891



6,270



950Write-down of inventories to net realizable value


7,506



9,590



16,467



2,495Equity in losses of affiliates, net


2,174



2,769



628



95Land use rights expense


1,310



7,995



9,326



1,413Loss on debt extinguishment






244,744







Amortization of debt discount


13,289



54,554



105,626



16,004Amortization of debt issuance cost


18,685



19,977



22,887



3,468Share-based compensation


60,553



76,027



74,753



11,325Deferred income tax benefit


(10,070
)


(135,253
)


(15,071
)


(2,284
)Accreted interest on convertible senior notes and senior secured
    convertible notes


61,399



141,270



173,656



26,311Foreign currency exchange losses (gains), net


(33,783
)


(2,247
)


51,520



7,806Changes in fair value of financial instruments






25,316



1,513



229Loss from revaluation of embedded derivative






231,345







Impairment of intangible assets






131,177







Changes in operating assets and liabilities:Restricted cash related to purchase of inventory and other
    operating activities


(25,389
)


(47,676
)


(222,501
)


(33,712
)Accounts receivable


(200,973
)


(636,370
)


(145,634
)


(22,066
)Inventories


(87,275
)


902,477



(449,156
)


(68,054
)Prepayments to suppliers


(95,543
)


(38,070
)


(244,462
)


(37,040
)Prepaid expenses and other current assets


(3,253
)


(37,856
)


(18,092
)


(2,740
)Value-added tax recoverable


(325,202
)


161,057



(631,302
)


(95,652
)Amounts due from and prepayments to related parties


(59,010
)


(264,882
)


(235,545
)


(35,689
)Accounts payable


358,564



840,817



541,474



82,041Other current liabilities and accrued expenses


23,456



116,359



105,471



15,982Advances from customers


33,683



(21,332
)


970,260



147,009Other liabilities


52,128



57,849



96,885



14,680Amounts due to related parties


2,685



11,495



64,299



9,742Net cash provided by operating activities


957,689



2,128,211



2,499,751



378,750    F-9




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows  (Continued)
  Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$(Amounts in thousands)Cash flows from investing activitiesGovernment grants for property, plant and equipment






23,690



102,480



15,527Purchase of property, plant and equipment


(1,950,295
)


(2,255,154
)


(3,077,582
)


(466,300
)Restricted cash related to purchase of property, plant and
    equipment


(76,681
)


(485,484
)


(735,452
)


(111,432
)Payments for land use rights


(9,360
)


(284,277
)


(33,900
)


(5,136
)Proceeds from disposal of an affiliate






3,000







Cash paid for the acquisition of Cyber Power, net of cash
    acquired


(170,865
)


(328,232
)






Equity investments


(3,000
)


(6,600
)


(10,000
)


(1,515
)Cash paid for acquisition of Beijing Tianneng, net of cash
    acquired










(408
)


(62
)Loans made to related parties


(4,310
)










Cash proceeds from repayment of loans made to related parties


2,250



390







Net cash used in investing activities


(2,212,261
)


(3,332,667
)


(3,754,862
)


(568,918
)Cash flows from financing activitiesProceeds from short-term bank borrowings


5,213,899



3,482,487



6,386,843



967,703Proceeds from long-term debt


718,378



1,073,598



2,548,854



386,190Repayment of short-term bank borrowings


(4,444,922
)


(2,952,688
)


(4,678,764
)


(708,903
)Repayment of long-term bank borrowings






(54,618
)


(112,100
)


(16,985
)Proceeds from structured loan






341,795







Repayment of structured loan






(341,620
)






Payment for bank borrowings issuance costs


(21,781
)










Proceeds from issuance of ordinary shares






1,553,183







Proceeds from exercise of options






877



4,049



614Non-current restricted cash related to guarantee of bank
    borrowings






(167,774
)






Contribution from noncontrolling interest holders


3,104



42,250



60,000



9,091Proceeds from borrowings from Yingil Hainans 30% equity
    owner






60,000



90,000



13,636    F-10




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows  (Continued)
  Year Ended December 31,2008


2009


2010RMB


RMB


RMB


US$(Amounts in thousands)Proceeds from borrowings from related parties


6,206



100,000







Repayment of borrowings from related parties


(7,669
)


(100,000
)






Proceeds from issuance of senior secured convertible notes, net
    of issuance cost of RMB 2,344






335,585







Payment for the repurchase of the convertible senior notes










(1,327,623
)


(201,155
)Dividend paid by Tianwei Yingli to Tianwei Baobian










(10,956
)


(1,660
)Proceeds from issuance of medium-term notes, net of issuance
    cost of RMB 4,177










995,823



150,882Net cash provided by financing activities


1,467,215



3,373,075



3,956,126



599,413Effect of foreign currency exchange rate changes on cash


(64,806
)


(29,447
)


(92,969
)


(14,086
)Net increase in cash


147,837



2,139,172



2,608,046



395,159Cash at beginning of year


961,077



1,108,914



3,248,086



492,134Cash at end of year


1,108,914



3,248,086



5,856,132



887,293     Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Interest paid, net of capitalized interest


63,210



103,535



114,051



17,280Income tax paid


2,374



68,882



296,824



44,973Non-cash investing and financing transactions:Payables for purchase of property, plant and equipment


155,465



525,180



598,378



90,663Grants for purchase of property, plant and equipment paid to
    suppliers by the government






98,430







Payables for purchase of land use right






13,600







Conversion of senior secured convertible notes to ordinary shares






28,706



123,478



18,709Contribution of intangible assets from noncontrolling interest
    holders






2,500







Conversion of loan to Yingli Power to purchase price
    consideration of Cyber Power acquisition






37,230







    F-11




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes
    to Consolidated Financial Statements
 (Amounts
    in thousands, except share and per share data)
  (1)
    Organization
    and Description of Business    (2)
    Summary
    of Significant Accounting Policies and Significant
    Concentrations and Risks  (a)
    Basis
    of Presentation    (b)
    Principles
    of Consolidation    (c)
    Significant
    Concentrations and Risks  Revenue
    concentrations
      Year EndedDecember 31,

% of Net

December 31,

% of Net



% of Net2008

Revenue

2009

Revenue

December 31,2010

RevenueRMB



RMB



RMB

US$Germany


3,118,713



41
%


4,575,675



63
%


7,078,239



1,072,460



57
%USA


127,743



2
%


147,383



2
%


1,216,962



184,388



10
%Spain


3,041,767



40
%


431,520



6
%


704,355



106,720



6
%Total


6,288,223



83
%


5,154,578



71
%


8,999,556



1,363,568



73
%  F-12




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
        Year Ended December 31,% of Net



% of Net



% of NetLocation

2008

Revenue

2009

Revenue

2010

RevenueRMB



RMB



RMB

US$Customer A

Germany


878,244



12
%


1,223,529



17
%


1,501,037



227,430



12
%     December 31,Location

2009

2010RMB

RMB

US$Customer A

Germany


90,519



68,148



10,326   Accounts
    receivable concentrations
    Dependence
    on suppliers
     F-13




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    December 31,Location

2009

2010RMB

RMB

US$Supplier A

South Korea


174,573



129,666



19,646Supplier B

Germany


611,612



591,816



89,669Total




786,185



721,482



109,315     Concentrations
    of cash balances held at financial institutions
    December 31, 2009

December 31, 2010Original

RMB

Original

RMBCurrency

Equivalents

Currency

EquivalentsCash held by financial institutions located in:PRC:Denominated in RMB


1,487,549



1,487,549



3,675,875



3,675,875Denominated in U.S. dollar (US$)


168,051



1,147,483



229,668



1,521,020Denominated in European monetary unit (EURO)


48,809



478,183



50,353



443,430Hong Kong Special Administrative Region (the HK SAR):Denominated in US$


99



679



369



2,443Europe:Denominated in US$


4,166



28,443



57



377Denominated in EURO


9,974



97,717



19,759



174,006US:Denominated in US$


837



5,714



5,584



36,982Total cash held by financial institutions






3,245,768







5,854,133 F-14




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  December 31, 2009

December 31, 2010Original

RMB

Original

RMBCurrency

Equivalents

Currency

EquivalentsRestricted cash and non-current restricted cash held by
    financial institutions located in the PRC:Denominated in RMB


339,976



339,976



577,900



577,900Denominated in US$


2,078



14,187



7,905



52,353Denominated in EURO


2,940



28,803



1,666



14,675Total restricted cash






382,966







644,928       (d)
    Use of
    Estimates    (e)
    Foreign
    Currency       F-15




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
      (f)
    Cash,
    Restricted Cash and Non-current Restricted Cash        (g)
    Accounts
    Receivable    Sale of
    Accounts Receivable
    (h)
    Inventories  work-in-progress
 F-16




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (i)
    Prepayments
    to Suppliers    (j)
    Long-lived
    Assets  Property,
    Plant and Equipment
    Buildings

30 yearsMachinery and equipment

4-10 yearsFurniture and fixtures

3-5 yearsMotor vehicles

8-10 years       Goodwill
    and Other Intangible Assets
     F-17




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    Technical know-how

5.5-6 yearsCustomer relationships

5.5-6 yearsOrder backlog

1-1.5 yearsShort-term supply agreements

0.5 year     Impairment
    of Long-Lived Assets
        Government
    grant
     F-18




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    (k)
    Land
    Use Rights    (l)
    Equity
    Investments    other-than-temporary,
  (m)
    Statutory
    Reserves    (n)
    Derivative
    Financial Instruments and Hedging Activities   F-19




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
        (o)
    Share-based
    Payment  Compensation  Stock Compensation 505-50 ,
    Equity-based Payments to Non-employees 505-50).
  (p)
    Revenue
    Recognition       F-20




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
            (q)
    Research
    and Development and Government Grant      (r)
    Employee
    Benefits Plans  6.6%-13.6%
  (s)
    Warranty
    Cost  10-year 25-year
 F-21




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
          Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Beginning balance


60,780



123,649



189,233



28,672Warranty expense for the current year


74,036



72,747



125,155



18,963Warranty costs incurred or claimed


(11,167
)


(7,163
)


(10,747
)


(1,628
)Total accrued warranty cost


123,649



189,233



303,641



46,007Less: accrued warranty cost, current portion


8,957



14,789



22,469



3,404Accrued warranty cost, excluding current portion


114,692



174,444



281,172



42,603   (t)
    Income
    Taxes    Accounting for Uncertainty
    in Income Taxes, an interpretation of Statement of Financial
    Accounting Standards No. 109 740-10-25,
 F-22




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    (u)
    Commitments
    and Contingencies      (v)
    Segment
    Reporting  Segment reporting
  (w)
    Earnings
    Per Share  Earnings Per
    Share
    (x)
    Fair
    Value Measurements    
    Level 1 Inputs:  Unadjusted quoted prices
    in active markets for identical assets or liabilities accessible
    to the reporting entity at the measurement date. F-23




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
   
    Level 2 Inputs:  Other than quoted prices
    included in Level 1 inputs that are observable for the
    asset or liability, either directly or indirectly, for
    substantially the full term of the asset or liability.
    Level 3 Inputs:  Unobservable inputs for
    the asset or liability used to measure fair value to the extent
    that observable inputs are not available, thereby allowing for
    situations in which there is little, if any, market activity for
    the asset or liability at measurement date.    (z)
    Recently
    Issued Accounting Standards  ASU
    2009-13,
    Revenue Recognition
  2009-13, Revenue Recognition Multiple-Deliverable
    Revenue Arrangements No. 08-1, Revenue Arrangements with Multiple
    Deliverables 2009-13 605-25, Revenue Recognition  Multiple-Element
    Arrangements 2009-13. 2009-13 2009-13
  (3)
    Accounts
    Receivable    December 31,2009

2010RMB

RMB

US$Accounts receivable


2,073,923



2,218,801



336,182Less: Allowance for doubtful accounts


(323,025
)


(309,482
)


(46,891
)Total accounts receivable, net


1,750,898



1,909,319



289,291  F-24




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Beginning balance


(2,618
)


(986
)


(323,025
)


(48,943
)Additions


(938
)


(322,668
)


(788
)


(119
)Reversal of allowance for doubtful accounts


1,155







13,886



2,104Write-off of accounts receivable charged


1,415



629



445



67Ending balance


(986
)


(323,025
)


(309,482
)


(46,891
)     (4)
    Inventories    December 31,2009

2010RMB

RMB

US$Raw materials


950,072



1,182,606



179,183Work-in-progress


308,323



588,582



89,179Finished goods


406,626



753,768



114,207Total inventories


1,665,021



2,524,956



382,569    F-25




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (5)
    Property,
    Plant and Equipment    December 31,2009

2010RMB

RMB

US$Buildings


724,164



1,413,575



214,178Machinery and equipment


3,810,352



6,974,703



1,056,773Furniture and fixtures


17,652



31,302



4,743Motor vehicles


39,605



64,102



9,712Construction in progress


2,549,038



2,473,924



374,837Total property, plant and equipment


7,140,811



10,957,606



1,660,243Less: Accumulated depreciation


(566,960
)


(1,023,650
)


(155,098
)Total property, plant and equipment, net


6,573,851



9,933,956



1,505,145     Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Cost of revenues


150,204



319,049



432,989



65,605Selling expenses


203



303



1,817



275General and administrative expenses


7,936



15,282



24,223



3,670Research and development expenses


501



8,747



12,130



1,838Total depreciation expense


158,844



343,381



471,159



71,388     Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Interest cost capitalized


47,523



144,179



272,369



41,268Interest cost charged to income


162,131



376,336



438,011



66,365Total interest cost incurred


209,654



520,515



710,380



107,633   (6)
    Derivative
    Instruments and Hedging Activities    Foreign
    Currency
   F-26




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    Interest
    Balance
    Sheet Classification
    Fair ValueBalance Sheet Classification

2009

2010RMB

RMB

US$Assets:Foreign currency contract

Prepaid expenses and other current assets






3,834



581Total derivatives designated as hedges








3,834



581Liability:Foreign currency contract

Other current liabilities and accrued expense


2,330







Interests rate swap

Other liabilities


22,986



30,663



4,646Total derivatives not designated as hedges




25,316



30,663



4,646  F-27




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  Cash
    Flow Hedge Loss Recognition
    Location of Loss

Amount of Loss

Amount of LossAmount of Loss

Reclassified from

Reclassified from

Recognized inRecognized in

Other

Other

Loss onOther

Comprehensive

Comprehensive

DerivativeDerivatives in Cash Flow

Comprehensive

Income into

Income into

(IneffectiveHedging Relationships

Income

Income/Loss

Income/Loss

Portion)RMB

US$



RMB

US$

RMB

US$2009Foreign currency contracts


12,640






Foreign currency
    exchange losses


12,640







33,003



2010Foreign currency contracts


54,679



8,285


Foreign currency
    exchange losses


54,601



8,273







   Other
    Derivatives Gains (Losses) Recognition
    Location of Gain(Loss) Recognized

Amount of Gain (Loss) Recognized in Income onin Income on

DerivativeDerivative

2008

2009

2010RMB

RMB

RMB

US$Derivatives Not Designated as Hedging InstrumentsForeign currency contracts

Foreign currency exchange gains (losses)


106,948



(1,420
)






Interest rate swap

Interest expense






(22,986
)


(22,945
)


(3,477
)Total




106,948



(24,406
)


(22,945
)


(3,477
)   (7)
    Fair
    Value of Financial Instruments  (a)
    Fair
    Value Hierarchy    
    Level 1 inputs are quoted prices (unadjusted) in active
    markets for identical assets or liabilities that the Company has
    the ability to access at the measurement date. F-28




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
   
    Level 2 inputs are inputs other than quoted prices included
    within Level 1 that are observable for the asset or
    liability, either directly or indirectly.
    Level 3 inputs are unobservable inputs for the asset or
    liability.      Fair Value Measurements atDecember 31, 2009QuotedPricesin Active

SignificantMarkets for

Other

SignificantIdentical

Observable

UnobservableDecember 31,

Assets

Inputs

Inputs2009

(Level 1)

(Level 2)

(Level 3)Liabilities:Foreign currency forward contract


2,330







2,330



Interests rate swap contract


22,986











22,986Total


25,316







2,330



22,986   Fair Value Measurements atDecember 31, 2010Quoted Pricesin Active

SignificantMarkets for

Other

SignificantIdentical

Observable

UnobservableDecember 31,

Assets

Inputs

Inputs2010

(Level 1)

(Level 2)

(Level 3)Assets:Foreign currency forward contract


3,834







3,834



Total


3,834







3,834



Liabilities:Interests rate swap contract


30,663











30,663Total


30,663











30,663  F-29




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    LiabilitiesInterest Rate SwapBalance at December 31, 2008


Total realized and unrealized losses:Included in income


22,986Included in other comprehensive income


Balance at December 31, 2009


22,986Total losses for 2009:included in income attributable to the change in unrealized
    losses relating to liabilities held at December 31, 2009


22,986   LiabilitiesInterest Rate SwapBalance at December 31, 2009


22,986Total realized and unrealized losses:Included in income


22,945Included in other comprehensive income


Settlement


(15,268
)Balance at December 31, 2010


30,663Total losses for 2010:included in income attributable to the change in unrealized
    losses relating to liabilities held at December 31, 2010


7,677   (b)
    Fair
    Value of Financial Instruments    
    Short-term financial instruments (cash, restricted cash,
    accounts receivable, amounts due from related parties, accounts
    payable, short-term borrowing, and amounts due to related
    parties)  cost approximates fair value because of the
    short maturity period.
    Non-current restricted cash  carrying amount
    approximates fair value. The fair value was estimated using
    discounted cash flow analysis, based on the Companys
    incremental borrowing rates for similar borrowing.
    Long-term debt and long-term payable (included in other
    liabilities)  fair value is based on the amount of
    future cash flows associated with each debt instrument
    discounted at the Companys current borrowing rate for
    similar debt instruments of comparable terms. The carrying value
    of the long-term debt and long-term payable approximate their
    fair values as all the long-term debts and long-term payable
    carry variable interest rates which approximate rates currently
    offered by the Companys bankers for similar debt
    instruments of comparable maturities. F-30




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
   
    Convertible senior notes  as of December 31,
    2009 and 2010, the fair value of the convertible senior notes,
    determined based on quoted market value of the notes, was
    approximately US$187,448 and US$1,395 (RMB9,239), respectively.
    Senior secured convertible notes  It is not
    practicable to estimate the fair value of the Companys
    senior secured convertible notes without incurring excessive
    costs because of the lack of a unobservable market data and
    complexity of the conversion rate adjustment feature. Additional
    information pertinent to these notes is provided in Note 12.
    Medium-term notes  fair value is based on the amount
    of future cash flows associated with the debt instrument
    discounted at the Companys current borrowing rate for
    similar debt instruments of comparable terms. As of
    December 31, 2010, the carrying value of the medium-term
    notes approximate its fair value as the current incremental
    borrowing rate for similar types of borrowing arrangements did
    not differ significantly from the borrowing rate carried by the
    medium-term notes.
    Foreign currency forward contract  as of December 31
    2009 and 2010, the fair value is determined by discounting
    estimated future cash flow, which is based on the changes in the
    forward rate.
    Interests swap contract  as of December 31, 2009
    and 2010 the fair value is determined by using pricing models
    developed based on the LIBOR swap rate and other unobservable
    market data.  (8)
    Equity
    Investments               F-31




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (9)
    Borrowings  (a)
    Current    Year Ended December 31,2009

2010RMB

RMB

US$Guaranteed by bank deposit


61,782



869,415



131,730Guaranteed by related parties


370,000



1,647,241



249,582Guaranteed by third party


30,000







Guaranteed by property, plant and equipment






853,000



129,242Unsecured loans


1,756,626



1,826,160



276,691Current instalments of long-term debt (note b)


1,282,619



662,062



100,312Total short-term borrowings and current instalments of
    long-term debt


3,501,027



5,857,878



887,557     b)
    Non-current  Year Ended December 31,2009

2010RMB

RMB

US$Long-term bank debt:Secured loan from China Development Bank


423,348



357,626



54,186Unsecured loan


1,612,080



1,372,527



207,959Guaranteed by related parties






198,681



30,103Secured by multiple assets






929,710



140,865Borrowings from other parties:Guaranteed by related parties






300,000



45,4542,035,428



3,158,544



478,567Less: current portion


(1,282,619
)


(662,062
)


(100,312
)Total long-term borrowings


752,809



2,496,482



378,255   6-month
   F-32




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    6-month
  14-18 months 16-month 6-month
  12-month
  16-month
              (10)
    Structured
    Loan   F-33




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
          
    The initial strike price decreased from US$5.64 per share to
    US$5.06 per share;
    Upon the exercise of the put option by the warrant holders, the
    Company may, at its sole discretion, elect to settle the put
    price in (i) cash, (ii) shares or (iii) a
    combination of cash and shares; and
    Established a limit on the number of ordinary shares the Company
    is obligated to issue upon the exercise of the put option by the
    warrant holder. F-34




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
       (11)
    Convertible
    Senior Notes                   F-35




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
      815-15, 815-15.
    470-20, Debt with conversion and Other Option, ASC 470-20,
   F-36




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    Year Ended December 31,2009

2010RMB

RMB

US$Principal amount of Convertible Senior Notes


1,177,864



7,947



1,204Cumulative interest payable


128,202



174



26Unamortized debt discount


(14,223
)






Net carrying amount


1,291,843



8,121



1,230Carrying amount of additional
    paid-in-capital


43,016



43,016



6,518       Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Contractual coupon interest


59,826



65,263



64,786



9,816Amortization of debt discount


12,938



12,871



14,103



2,137Amortization of debt issuance costs


12,453



12,453



11,846



1,795Interest cost capitalized


(19,316
)


(25,092
)


(34,789
)


(5,271
)Total interests expense


65,901



65,495



55,946



8,477   (12)
    Senior
    Secured Convertible Notes       F-37




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
              Derivatives and
    Hedging.
     F-38




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  815-10, Derivatives and Hedging-Overall
    (13)
    Medium-term
    notes      (14)
    Long-term
    payable  3-year
  FASB ASC Subtopic
    480-10,
    Distinguishing Liabilities from Equity-Overall
 F-39




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (15)
    Income
    Taxes  Cayman
    Islands and British Virgin Islands
    PRC
      
    Prior to the adoption of new EIT law, Tianwei Yingli, as a
    foreign invested enterprise, was entitled to an exemption from
    state tax for two years and a 50% reduction in state tax in the
    subsequent three years starting from its first profit-making
    year (2+3 Holiday). In addition, Tianwei Yingli was
    also entitled to an exemption from local tax for five years and
    a 50% reduction in local tax in the subsequent five years
    starting from its first profit-making year. In accordance with
    the PRC income tax law, Tianwei Yingli elected to defer the
    commencement of the abovementioned tax holidays until
    January 1, 2007. Further, the new EIT law and its relevant
    regulations provide a grandfathering treatment of the 2+3
    Holiday. Therefore, for the year ended December 31, 2008,
    Tianwei Yingli was fully exempt from EIT.    
    Yingli China was established in October 2007 and was recognized
    by the Chinese government as a High and New Technology
    Enterprise under the new EIT law In December 2008. As a
    result, Yingli China is entitled to the preferential EIT rate of
    15% from 2008 to 2010.
    Fine Silicon Co., Ltd., acquired by the Company on
    January 7, 2009, was also recognized by the Chinese
    government as a High and New Technology Enterprise
    under the new EIT law in November 2009. As a result, Fine
    Silicon is entitled to the preferential EIT rate of 15% from
    2009 to 2011.
    For all other PRC subsidiaries, the EIT rate is 25% in 2008,
    2009 and 2010.  Other
    countries
   F-40




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
      Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Cayman Islands


(147,336
)


(654,814
)


(341,512
)


(51,744
)PRC


1,096,796



116,646



2,304,362



349,146Other foreign countries


(7,922
)


53,607



68,649



10,401Total earnings (loss) before income taxes


941,538



(484,561
)


2,031,499



307,803     Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Current tax expense:PRC


2,996



94,169



323,539



49,020Other countries


1,486



9,253



24,998



3,788Total current income tax expense


4,482



103,422



348,537



52,808Deferred PRC income tax benefit


(10,070
)


(135,253
)


(15,071
)


(2,284
)Total income tax expense (benefit)


(5,588
)


(31,831
)


333,466



50,524     Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Computed expected tax expense (benefit)


235,385



(121,140
)


507,875



76,951Tax rate differential, preferential rate


(340
)


22,923



(98,715
)


(14,957
)Non-PRC tax rate differential


23,849



140,327



107,259



16,250Tax holiday


(275,573
)


(69,218
)


(127,864
)


(19,373
)Research and development tax credit


(6,625
)


(27,468
)


(78,525
)


(11,898
)Non-deductible expenses:Staff welfare in excess of allowable limits






1,666



1,099



167Share-based compensation


15,126



19,006



18,688



2,832Entertainment expenses


971



1,075



1,502



228Others


1,619



998



2,147



324Actual income tax expense (benefit)


(5,588
)


(31,831
)


333,466



50,524    F-41




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Basic earnings (loss) per share


1.55



(0.37
)


0.62



0.09Diluted earnings (loss) per share


1.52



(0.37
)


0.59



0.09     December 31,2009

2010RMB

RMB

US$Gross deferred income tax assets:Accounts receivable and prepayments to suppliers


68,886



62,534



9,475Inventories


1,821



2,954



448Employee benefits


986



1,692



256Accrued warranty


43,350



71,869



10,889Property, plant and equipment


11,569



10,903



1,652Change in fair value of derivative instruments


7,187



7,955



1,205Tax loss carryforwards


4,131



13,858



2,100Total gross deferred income tax assets


137,930



171,765



26,025Gross deferred income tax liabilities:Property, plant and equipment


(12,674
)


(37,041
)


(5,612
)Intangible assets


(39,271
)


(33,143
)


(5,021
)Change in fair value of derivative instruments






(525
)


(80
)Total gross deferred income tax liabilities


(51,945
)


(70,709
)


(10,713
)Net deferred income tax assets


85,985



101,056



15,312   December 31,2009

2010RMB

RMB

US$Current deferred income tax assets, included in prepaid expenses
    and other current assets


78,284



85,117



12,897Non-current deferred income tax assets, included in other assets


15,941



15,939



2,415Non-current deferred income tax liabilities, included in other
    liabilities


(8,240
)






Net deferred income tax assets


85,985



101,056



15,312      F-42




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
          (16)
    Share-Based
    Compensation    Restricted
    shares
   F-43




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
      505-50, Equity-based Payments to Non-employees 505-50)
      Grant DateNumber of

Weighted AverageNon-Vested Shares

Fair ValueOutstanding as of December 31, 2007


2,621,060


US$
5.22Vested


(524,212
)

US$
5.22Outstanding as of December 31, 2008


2,096,848


US$
5.22Granted


24,000


US$
3.89Vested


(530,212
)

US$
5.24Forfeited


(31,344
)

US$
9.59Outstanding as of December 31, 2009


1,559,292


US$
5.10Vested


(527,764
)

US$
4.97Outstanding as of December 31, 2010


1,031,528


US$
5.00  F-44




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
      Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Cost of revenues


1,192



1,113



1,103



167Selling expenses


747



724



717



109General and administrative expenses


15,684



16,712



15,206



2,304Research and development expenses


730



205



225



34Total compensation cost recognized for restricted shares


18,353



18,754



17,251



2,614   Stock
    options
    WeightedWeighted


AverageAverage


Remaining


AggregateNumber of


Exercise


Contractual


IntrinsicStock Options


Price


Term


ValueOutstanding as of December 31, 2007


1,426,629


US$
14.42Granted


2,979,584


US$
8.48Exercised














Forfeited


(43,000
)

US$
19.37Outstanding as of December 31, 2008


4,363,213


US$
10.32Granted


503,000


US$
6.65Exercised


(159,417
)

US$
4.16






(US$
1,857
)Forfeited


(147,557
)

US$
7.16Outstanding as of December 31, 2009


4,559,239


US$
10.23Granted


426,500


US$
11.63Exercised


(139,200
)

US$
4.28






(US$
780
)Forfeited


(33,652
)

US$
3.18Outstanding as of December 31, 2010


4,812,887


US$
10.58



7.63 years


US$
17,122Vested and expected to vest as of December 31, 2010


4,812,887


US$
10.58



7.63 years


US$
17,122Exercisable as of December 31, 2010


2,789,926


US$
10.30



7.34 years


US$
11,283    F-45




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    Year Ended December 31,2008

2009

2010Expected volatility


67
%


73
%


73
%Expected dividends yield


0
%


0
%


0
%Expected term


6.19 years



5.96 years



6.20 yearsRisk-free interest rate (per annum)


4.34
%


3.58
%


2.10
%Estimated fair value of underlying ordinary shares (per share)

US$
8.48


US$
4.51


US$
7.70         Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Cost of revenues


1,448



2,562



3,236



490Selling expenses


7,807



8,839



9,672



1,465General and administrative expenses


30,874



44,157



42,152



6,386Research and development expenses


2,071



1,715



2,442



370Total compensation cost recognized for stock options


42,200



57,273



57,502



8,711    F-46




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (17)
    Earnings
    per share  Basic
    and diluted earnings per share
  Earnings
    Per Share
  Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Numerator:Numerator for basic and diluted earnings per share


653,826



(531,595
)


1,386,776



210,119Denominator:Denominator for basic earnings per share 
    Weighted-average ordinary shares outstanding


127,419,040



138,759,177



151,542,518



151,542,518Stock options


462,386







1,770,501



1,770,501Restricted shares


1,612,959







829,171



829,171ADM warrants










2,416,007



2,416,007Denominator for diluted earnings (loss) per share


129,494,385



138,759,177



156,558,197



156,558,197Basic earnings (loss) per share


5.13



(3.83
)


9.15



1.39Diluted earnings (loss) per share


5.05



(3.83
)


8.86



1.34     Year Ended December 31,2008

2009

2010Shares issuable pursuant to convertible senior notes


3,974,659



3,974,659



27,650Shares issuable pursuant to senior secured convertible notes






9,340,967



3,339,525Shares issuable under stock options and restricted shares


3,637,284



6,118,531



Shares issuable upon exercise of ADM warrants






4,125,000



    F-47




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (18)
    Related-Party
    Transactions    Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Sales of products to related parties (note(a))


16,498



49,144



293,101



44,409Purchase of raw materials from related parties (note(b))


980,088



771,158



1,435,562



217,509   December 31,2009

2010RMB

RMB

US$Accounts receivable from related parties (note(a))


76,592



190,486



28,861Prepayments to related party suppliers (note(b))


223,142



97,566



14,783Other amounts due from related parties (note(c))


3,992



3,512



532Total due from related parties


303,726



291,564



44,176Amounts due to related parties (note(b))


(20,182
)


(84,481
)


(12,800
)Dividends payable (note(d))


(10,956
)






Total due to related parties


(31,138
)


(84,481
)


(12,800
)       (a)
    
    The Company sold PV modules of nil, RMB 2,854 and RMB 14,020
    (US$2,124) to its affiliate, Tibetan Yingli, for the years ended
    December 31, 2008, 2009 and 2010. The Company sold products
    of RMB 15,826, RMB 36,589 and RMB 105,598 (US$16,000) to the
    subsidiaries of Yingli Group for the year ended
    December 31, 2008, 2009 and 2010, respectively. These
    subsidiaries of Yingli Group are controlled by the Chief
    Executive Office of the Company, Mr. Liansheng Miao. The
    Company sold PV modules of nil, RMB 4,007 and RMB 173,483
    (US$26,285) to an entity whose equity shareholder is a
    noncontrolling interest holder of the Companys foreign
    subsidiary for the year ended December 31, 2008, 2009 and
    2010, respectively.(b)
    
    The Company purchased raw materials of RMB 83,149, RMB 250,054
    and RMB 703,625 (US$106,610) from the subsidiaries of Yingli
    Group for the year ended December 31, 2008, 2009 and 2010,
    respectively. The Company purchased raw materials of RMB 14,628,
    RMB 16,949 and nil from a subsidiary of Tianwei Group for the
    year ended December 31, 2008, 2009 and 2010, respectively.
    The Company purchased raw materials of RMB 23,646, RMB 4,103 and
    nil from Dongfa Tianying for the year ended December 31,
    2008, 2009 and 2010, respectively. The Company purchased
    polysilicon of RMB 444,601, RMB 14,101 and nil from an entity
    whose director is a member of the Companys senior
    management for the year ended December 31, 2008, 2009 and
    2010, respectively. The Company imported the polysilicon of RMB
    411,828, RMB 475,178 and RMB 663,012 (US$100,456) from an entity
    whose equity shareholder is a noncontrolling interest holder of
    the Companys foreign subsidiary for the year ended
    December 31, 2008, 2009 and 2010, respectively.(c)
    
    Other amounts due from related parties mainly represent the
    loans and advances to Yingli Group and its subsidiary. These
    amounts were interest-free and repayable on demand.(d)
    
    Dividends payable represents dividends payable of RMB 10,956
    (US$1,660) to Tianwei Baobian. The amount was paid in July 2010. F-48




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (19)
    Capital
    Commitments        (20)
    Net
    Assets Purchase    Business Combinations
  RMBAssets acquired:Property, plant and equipment


642,250Land use rights


78,770Other assets


116,236Total assets acquired


837,256Liabilities assumed:Accounts payable


266,243Other liabilities


26,766Total liabilities assumed


293,009   (21)
    Goodwill
    and Other Intangible Assets  (a)
    Goodwill   F-49




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    RMBBalances as of December 31, 2007


27,856Acquisition of additional equity interest in Tianwei Yingli


245,810Balances as of December 31, 2008


273,666Balances as of December 31, 2009


273,666Balances as of December 31, 2010


273,666US$


41,464       November 20,

December 18,

June 25,

March 14,2006

2006

2007

2008RMB

RMB

RMB

RMBTotal cash consideration


130,940



484,840



908,600



1,750,840Less: Ownership interest in cash consideration


(70,681
)


(301,232
)


(637,019
)


(1,295,797
)Net cash consideration


60,259



183,608



271,581



455,043Net tangible assets acquired (excluding deferred income taxes)


11,514



34,345



96,324



111,096Deferred income tax liabilities, net


(3,622
)


(11,537
)


(16,084
)


(19,643
)Identifiable intangible assets:Trademarks


5,044



10,554



28,019



14,055Technical know-how


25,432



82,177



51,301



46,066Customer relationships


7,141



15,485



23,395



20,650Order backlog


2,268



9,683



6,624



4,699Short-term supplier contracts


2,761



1,542







Long-term supplier contracts


5,736



41,360



58,414



32,310Goodwill


3,985







23,588



245,810Purchase price allocated


60,259



183,608



271,581



455,043    F-50




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (b)
    Intangible
    assets    December 31, 2009WeightedAverage

GrossAmortization

Carrying

Accumulated



Intangibles,Period

Amount

Amortization

Impairment

NetYears

RMB

RMB

RMB

RMBTrademark

Indefinite


57,672











57,672Technical know-how

5.7


207,602



(95,574
)






112,028Customer relationship

5.8


66,671



(28,545
)






38,126Order backlog

1.3


23,274



(23,274
)






Short-term supplier agreements

0.5


4,303



(4,303
)






Long-term supplier agreements

9.0


137,820



(6,643
)


(131,177
)


Total




497,342



(158,339
)


(131,177
)


207,826   December 31, 2010WeightedAverage

GrossAmortization

Carrying

AccumulatedPeriod

Amount

Amortization

Impairment

Intangibles, NetYears

RMB

RMB

RMB

RMB

US$Trademark

Indefinite


57,672











57,672



8,738Technical know-how

5.7


209,084



(132,803
)






76,281



11,558Customer relationship

5.8


66,671



(40,130
)






26,541



4,022Order backlog

1.3


23,274



(23,274
)










Short-term supplier agreements

0.5


4,303



(4,303
)










Long-term supplier agreements

9.0


137,820



(6,643
)


(131,177
)






Total




498,824



(207,153
)


(131,177
)


160,494



24,318        F-51




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    step-up
    Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Cost of revenuesLong-term supplier agreements






6,643







Selling expensesCustomer relationship


10,843



11,585



11,585



1,755Order back-log


10,632



979







General and administrative expensesTechnical know-how


34,870



37,179



37,229



5,641Total amortization expense


56,345



56,386



48,814



7,396     December 31,2010RMB2011


49,0162012


47,8632013


4,2162014


5462015


453  F-52




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (22)
    Geographic
    Revenue Information    Year Ended December 31,2008

2009

2010RMB

RMB

RMB

US$Europe: Germany


3,118,713



4,575,675



7,078,239



1,072,460 Spain


3,041,767



431,520



704,355



106,720 France


291,814



99,915



236,522



35,837 Italy


95,237



445,861



853,788



129,362 Belgium


58,716



163,091







 Holland






348,710



471,889



71,498 Czech






174,405



286,901



43,470 Cyprus






162,064



5,264



798 Greece


12,276



76,984



453,050



68,644 England


10,399



9,331



174,875



26,496 Others


4,224



5,087



41,582



6,300Subtotal  Europe


6,633,146



6,492,643



10,306,465



1,561,585PRC (excluding HK SAR, Macau and Taiwan)


186,488



328,505



745,917



113,018HK SAR






56,862



16,500



2,500United States of America


127,743



147,383



1,216,962



184,388Japan


309,421



1,819



22,854



3,463South Korea


287,193



218,135



154,769



23,450Other countries


9,024



9,522



36,520



5,533Total net revenues


7,553,015



7,254,869



12,499,987



1,893,937   (23)
    Subsequent
    events   F-53