Exhibit 2.23
 WARRANT AGREEMENT
BY WAY OF DEED POLL
 DATED AS OF APRIL 7, 2009
 RELATING TO 4,125,000 WARRANTS IN REGISTERED FORM EXERCISABLE
FOR CASH AND/OR FOR SHARES
 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED




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THIS WARRANT AGREEMENT Agreement Company Warrant Agent Warrant
Registrar
 RECITALS
 Warrant Warrants
   AGREEMENT
  1. CERTAIN DEFINITIONS
  Adjusted Strike Price
 Adjustment Event
 ADRs
 ADSs
 Affiliate control
 Agreement
 Articles
 Base Warrant Amount
 Board of Directors
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Business Day
 Cash Settlement Date
 Clearstream société anonyme
 Commission
 Common Depositary
 Company
 Consent
 Definitive Warrants
 Deposit Agreement
 Depositary
 Directors
 Euroclear
 Event of Default
 Exchange Act
 Excess Price
 Exercise Period
 Exercise Date
 Exercise Price
 Facilities Agreement
 Fifth Exercise Period Fifth Exercise Date
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First Exercise Period First Exercise Date
 First Utilisation Date
 Fourth Exercise Period Fourth Exercise Date
 Global Warrants
 Maximum Warrant Amount
   Notional Warrant Share Amount
 NYSE
 Officer
 Opinion of Counsel
 Participant
 Person
 Put Notice
 Put Price
     Registration Period
 Regulation S
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Second Exercise Period Second Exercise Date
 Securities Act
 Shares
 Strike Price
 Subsidiary
 Subscription Rights Reserve
 Termination Date
 Third Exercise Period Third Exercise Date
 Total Settlement Amount
     Trading Day
 Unexercised Warrant Amount
 (a)
    
    in relation to the Second Exercise Period, the Base Warrant Amount less the amount of
Warrant(s) exercised during the First Exercise Period (the First Period Accumulated Amount);(b)
    
    in relation to the Third Exercise Period, an amount equal to (i) the aggregate of the Base
Warrant Amount and the First Period Accumulated Amount less (ii) the amount of Warrant(s) exercised
during the Second Exercise Period (the Second Period Accumulated Amount);(c)
    
    in relation to the Fourth Exercise Period, an amount equal to (i) the aggregate of the Base
Warrant Amount and the Second Period Accumulated Amount less (ii) the amount of Warrant(s)
exercised during the Third Exercise Period (the Third Period Accumulated Amount); and(d)
    
    in relation to the Fifth Exercise Period, an amount equal to (i) the aggregate of the Base
Warrant Amount and the Third Period Accumulated Amount less (ii) the amount of Warrant(s) exercised
during the Fourth Exercise Period.
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U.S.
 United States Dollars or US$
 Warrant Warrants
 Warrant ADSs
 Warrant ADS Settlement Date
 Warrant Agent
 Warrant Authentication Order
 Warrant Certificate
 Warrant Shares
 Warrant Share Settlement Amount
     Warrant Share Settlement Date
 Warrant Register
 Warrant Registrar
 2. APPOINTMENT OF WARRANT AGENT
  3. ISSUANCE OF WARRANTS; WARRANT CERTIFICATES
 3.1 Form and Dating
 (a)
    
    GeneralThe Warrants and the Warrant Shares may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Warrant shall be dated the date of the Warrant
Authentication Order.
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The terms and provisions contained in the Warrants shall constitute, and are hereby
expressly made, a part of this Warrant Agreement. The Company and the Warrant Agent, by
their execution and delivery of this Warrant Agreement, expressly agree to such terms and
provisions and to be bound thereby. However, to the extent any provision of any Warrant
conflicts with the express provisions of this Warrant Agreement, the provisions of this
Warrant Agreement shall govern and be controlling.(b)
    
    Global WarrantsThe Warrants shall be issued from time to time initially in the form of global warrants
(each a Global Warrant). Global Warrants shall be substantially in the form of Schedule B
attached hereto (including the Global Warrant Legend and the Regulation S Legend thereon and
the Schedule of Exchanges of Interests in the Global Warrantattached thereto, each a
Warrant Certificate). Definitive Warrants shall be substantially in the form of Schedule B
attached hereto, but without the Global Warrant Legend thereon, the Schedule of Exchanges
of Interests in the Global Warrantattached thereto or other such changes that may be
necessary to reflect the definitive nature of the Warrant. Each Global Warrant shall
represent such of the outstanding Warrants as shall be specified therein and each shall
provide that it shall represent the number of outstanding Warrants from time to time
endorsed thereon and that the number of outstanding Warrants represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the
number of outstanding Warrants represented thereby shall be made by the Warrant Agent in
accordance with instructions given by the holder thereof as required by Section 3.5 hereof.
Each Global Warrant shall be deposited with the Common Depositary, which shall hold such
Global Warrant in safe custody for the account of Euroclear and/or Clearstream and instruct
Euroclear or Clearstream or both of them, as the case may be, to credit the number of
Warrants represented by such Global Warrant to the holders distribution account with
Euroclear or Clearstream.(c)
    
    Euroclear and Clearstream Procedures ApplicableThe provisions of the Operating Procedures of the Euroclear System and Terms and
Conditions Governing Use of Euroclear and the General Terms and Conditions of Clearstream
Banking and Customer Handbook of Clearstream shall be applicable to transfers of
beneficial interests in the Global Warrants that are held by Participants through Euroclear
or Clearstream.
 3.2 Execution
   Warrant Authentication Order
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3.3 Warrant Register and Appointment of Warrant Registrar
 Warrant Registrar Warrant Register
  3.4 Holder Lists
  3.5 Transfer and Exchange
 (a)
    
    In accordance with the terms of this Warrant Agreement, the Warrant Agent shall deliver at
the cost of the Company, upon not less than 45 days notice to the Warrant Agent by Euroclear
or Clearstream, the relevant Warrants in definitive form (Definitive Warrants) in exchange
for interests in such Global Warrant. For this purpose, the Warrant Agent is authorized and it
shall (A) request the Warrant Registrar to authenticate each such Definitive Warrant and (B)
deliver each such Definitive Warrant to or to the order of Euroclear or Clearstream, in
exchange for interests in such Global Warrant. The Warrant Agent shall promptly notify the
Company, upon receipt of a request for issue of Definitive Warrants, the aggregate number of
Warrants represented by the relevant Global Warrant to be exchanged in connection therewith.
The Company undertakes to deliver to, or to the order of, the Warrant Agent sufficient numbers
of duly executed Definitive Warrants to enable the Warrant Agent to comply with its
obligations under this Section 3.5(a). Transfer of a Global Warrant by the Common Depositary
to another shall be limited to transfer of such Global Warrant in whole, but not in part, to
nominees of Euroclear or Clearstream, to a successor of Euroclear or Clearstream, such
successors nominee, or such depositary other than the Common Depositary (or its nominee) as
the Company may instruct. Notwithstanding the above, interests in a Global Warrant shall be
exchangeable in whole (but not in part) at the cost of the Company for Definitive Warrants if
either Euroclear or Clearstream or any other relevant clearing system ceases to operate as a
clearing system for 14 consecutive days (other than by reason of public holiday) or announces
an intention to permanently cease business and it shall not be practicable to transfer the
relevant Warrants to another clearing system within 90 days.(b)
    
    Upon any exchange of an interest in a Global Warrant for Definitive Warrants, the relevant
Global Warrant shall be endorsed by the Warrant Agent to reflect the reduction of the number
of Warrants so exchanged. Until exchanged in full, the holder of any interest in any Global
Warrant shall in all respects be entitled to the same benefits under this Warrant Agreement as
Definitive Warrants authenticated and delivered hereunder. Once exchanged in full, a Global
Warrant shall be cancelled and disposed of by the Warrant Agent in accordance with its
customary procedures.
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(c)
    
    The Warrant Agent shall cause all Global Warrants and Definitive Warrants delivered to it and
held by it hereunder to be maintained in safe custody in accordance with this Section 3.5, and
shall ensure that such Warrants are issued only in accordance with the provisions of this
Warrant Agreement.(d)
    
    The Warrant Agent shall be entitled to treat a facsimile communication from a person
purporting to be (and who the Warrant Agent believes in good faith to be) the authorized
representative of the Company, named in a list furnished to the Warrant Agent from time to
time, as sufficient instructions and authority of the Company for the Warrant Agent to act in
accordance with this Section 3.5. The Company shall furnish the Warrant Agent with its
initial list of authorized representatives, along with specimen signatures of such authorized
representatives, upon execution of this Warrant Agreement.(e)
    
    Title to the Definitive Warrants shall pass by notation on the Warrant Register. However,
title to Warrants issued in the form of Global Warrants held through Euroclear and Clearstream
shall be transferable only in accordance with the rules and procedures of Euroclear and
Clearstream, as appropriate.(f)
    
    General Provisions Relating to Transfers and Exchanges
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(g)
    
    Facsimile Submissions to Warrant AgentAll certifications, certificates and Opinions of Counsel required to be submitted to the
Warrant Registrar pursuant to this Section 3.5 to effect a registration of transfer or
exchange may be submitted by facsimile.Notwithstanding anything herein to the contrary, as to any certificates and/or
certifications delivered to the Warrant Registrar pursuant to this Section 3.5, the Warrant
Registrars duties shall be limited to confirming that any such certifications and
certificates delivered to it are in the form of Schedule C attached hereto. The Warrant
Registrar shall not be responsible for confirming the truth or accuracy of representations
made in any such certifications or certificates. As to any Opinions of Counsel delivered
pursuant to this Section 3.5, the Warrant Registrar may rely upon, and be fully protected in
relying upon, such opinions.
 3.6 Replacement Warrants
   3.7 Temporary Warrants
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3.8 Cancellation
  4. EXERCISE OF WARRANTS; TERMS OF WARRANTS
 (a)
    
    Each holder of any Warrant will have the right, by way of exercise of such Warrant to receive
Warrant Shares equal to the relevant Warrant Share Settlement Amount, in the manner set forth
in this Section 4 and otherwise upon the terms of and subject to this Agreement, by delivering
to the Company at the corporate trust office of the Warrant Agent (as set forth in Section 20
hereof) at or before 5:00 p.m., Hong Kong time, on any Business Day during any Exercise Period
an Election to Exercise Warrant properly completed and executed on the reverse of the Warrant
Certificate, or in the case of a book-entry interest in a Global Warrant, properly delivered
by the Participant in compliance with Euroclear or Clearstreams procedures relating to the
exercise of such book-entry interest in such Global Warrant, provided that the Company may, at
its sole discretion, in lieu of delivering Warrant Shares as aforesaid, elect to settle a
Warrant in (i) cash or (ii) a combination of cash and Warrant Shares by giving notice of such
election as set out in Schedule F (a Company Exercise Notice) to the relevant holder and the
Warrant Agent (and in the case of (ii) such notice setting out the amount of cash and number
of Warrant Shares to be delivered to the holder of the Warrant), in each case such notice
being given by the Company to the relevant holder and the Warrant Agent no later than two (2)
Business Days after the end of the relevant Exercise Period.
  (i)
    
    If the Company does not make an election to settle a Warrant in cash or a
combination of cash and Warrant Shares, it shall settle the Warrant in Warrant Shares
on or prior to the Warrant Share Settlement Date in accordance with Section 4(b).(ii)
    
    If the Company elects to settle a Warrant in cash, it shall do so by paying the
Total Settlement Amount (after confirming the accuracy of such Total Settlement Amount
with the Warrant Agent) to the holder of the Warrant on or prior to the Cash Settlement
Date.(iii)
    
    If the Company elects to settle a Warrant in a combination of cash and Warrant
Shares, it shall settle the Warrant by (A) paying the Total Settlement Amount, as
adjusted for that portion of a Warrant which the Company elects to settle in Warrant
Shares instead of cash (after confirming the accuracy of such Total Settlement Amount
(as adjusted) with the Warrant Agent), to the holder of the Warrant on or prior to the
Cash Settlement Date and (B) settling that portion of the Warrant which the Company
elects to settle in Warrant Shares instead of cash on or prior to the Warrant Share
Settlement Date in accordance with Section 4(b).
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The Company shall notify the Warrant Agent of the amount of cash and/or number of Warrant
Shares that have been delivered by the Company to the holder of such Warrant within two (2)
Business Days of such delivery.(b)
    
    Subject to the provisions of Section 5 hereof, upon compliance with Section 4(a) above, the
Company shall deliver or cause to be delivered, to or to the written order of the holder and
in such name or names as the holder may designate, on or prior to the relevant Warrant Share
Settlement Date, a certificate or certificates for the number of whole Warrant Shares issued
upon the exercise of such Warrants together, if applicable, with cash as provided in Section
4(e) hereof; providedthat if any consolidation, subdivision, merger or lease or sale of
assets is proposed to be effected by the Company or its subsidiaries as described in Schedule
A hereof, or a tender offer or an exchange offer for Shares shall be made, upon such surrender
of Warrants in accordance with Section 4(a) above, the Company shall, as soon as possible, but
in any event not later than five (5) Business Days thereafter, deliver or cause to be
delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the
manner described in this sentence or other securities or property to which such holder is
entitled hereunder, together, if applicable, with cash as provided in Section 4(e) hereof and
in accordance with the information provided by the holder or Participant in its Election to
Exercise Warrant. Such certificate or certificates shall be deemed to have been issued and any
Person so designated to be named therein shall be deemed to have become a holder of record of
such Warrant Shares as of the date of the surrender of such Warrants.(c)
    
    If an event of default (as defined under the Facilities Agreement) occurs and is continuing,
the Company shall promptly notify the same to the holders of the Warrants and enter into
negotiations with such holders for a period of not more than 30 days with a view to agreeing
to a waiver or a resolution to the circumstances giving rise to such event of default. If the
relevant event of default has not been waived or the relevant events resolved by sanction of a
Consent, all the Warrants shall become immediately exercisable regardless of the original
Exercise Period of each of the Warrants.(d)
    
    The Notional Warrant Share Amount shall be exercisable, at the election of the holders
thereof, during the Exercise Period. After the exercise of Warrants during any Exercise
Period, each holders Warrant Certificate shall be surrendered and a new Warrant Certificate
of the same tenor and for the number of Warrants which were not exercised shall be executed by
the Company and delivered to the Warrant Registrar and the Warrant Registrar shall
authenticate the new Warrant Certificate, registered in such name or names as may be directed
in writing by the holder, and shall deliver or cause to be delivered the new Warrant
Certificate to the Person or Persons entitled to receive the same. In the case of a book-entry
interest in a Global Warrant the Warrant Agent shall notify the Common Depositary to debit the
Participants account representing each holder of Warrants for the relevant exercised amount
and shall cause the schedule to each Global Warrant to note such exercise and the remaining
amount of such Global Warrant.(e)
    
    The Company shall not be required to issue fractional Warrant Shares upon the exercise of the
Warrants. If more than one Warrant shall be presented for exercise in full at the same time
by the same holder, the number of full Warrant Shares which shall be issuable upon the
exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares
purchasable on exercise of the Warrants so presented. If any fraction of Warrant Share would,
except for the provisions of this Section 4(e), be issuable on the exercise of any Warrants
(or specified portion thereof), the Company shall pay an amount in cash equal to the fair
value per Warrant Share, as determined by closing price of the ADSs on the NYSE on a per Share
basis on the day immediately preceding the date the Warrant is presented for exercise,
multiplied by such fraction, computed to the nearest whole U.S. cent.(f)
    
    Following the delivery of Warrant Shares in connection with the conditions of this Section 4,
the Company shall, upon the written request of the holder of such Warrant Shares, use its best
endeavours to deliver or cause to be delivered within 10 Business Days in the name of and to
the
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account designated by such holder of Warrant Shares the corresponding number of Warrant ADSs
based on the Share to ADSs ratio set out in the Deposit Agreement. The holders of Warrant
Shares shall provide the Company with any such information as is reasonably required to
effect delivery of the Warrant ADSs subject to the provisions of this Section 4(f).(g)
    
    All Warrant Certificates surrendered upon the exercise of Warrants shall be cancelled by the
Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant
Agent in a manner satisfactory to the Company. The Warrant Agent shall report promptly to the
Company with respect to Warrants exercised.(h)
    
    The Warrant Agent shall keep copies of this Agreement and any notices given or received
hereunder available for inspection by the holders which shall be allowed upon prior written
request with reasonable notice and during normal business hours at its office. The Company
shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement
as the Warrant Agent may request.
 5. PAYMENT OF TAXES
 provided
 6. RESERVATION OF SHARES
 (a)
    
    The Company shall establish a Subscription Rights Reserve in accordance with Article 149 of
the Articles and shall comply with the provisions set out therein for so long as the Warrants
remain exercisable.(b)
    
    Before taking any action which would cause an adjustment pursuant to Section 8 hereof to
reduce the Strike Price below the then par value (if any) of the Shares represented by the
Warrant Shares, the Company shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally issue fully paid and
non-assessable Shares represented by the Warrant Shares at the Strike Price as so adjusted.(c)
    
    The Company covenants that all Shares represented by the Warrant Shares which may be issued
upon exercise of Warrants shall, upon issue, subject to the provisions of the Articles, be
fully paid, non-assessable, free of pre-emptive rights and free from all taxes, liens, charges
and security interests with respect to the issuance thereof.
 7. MAINTENANCE OF STOCK EXCHANGE LISTING
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8. ADJUSTMENT OF STRIKE PRICE
 (a)
    
    The Strike Price for each Warrant shall be adjusted to the volume weighted average per ADS
closing price of the ADSs on the NYSE on a per Share basis for the 20 Trading Day period
commencing the first Business Day following the announcement of the Companys 2008 audited
annual results (Adjusted Strike Price) if such Adjusted Strike Price is less than 95% of the
Strike Price. However, the Adjusted Strike Price cannot be lower than 65% of the original
Strike Price.(b)
    
    The Strike Price shall from time to time be adjusted in accordance with the provisions set
out in Schedule A. If the event giving rise to any such adjustment is capable of falling
within more than one of paragraphs 1.1(a) to 1.1(f) inclusive of Schedule A, it shall be taken
to fall within the first of the applicable paragraphs to the exclusion of the remaining
paragraphs.
 9. PUT OPTION
 Put Notice
 10. NOTICES TO THE HOLDERS OF WARRANTS
 (a)
    
    Upon any adjustment of the applicable Strike Price pursuant to Section 8 hereof, the Company
shall promptly thereafter (i) provide to the holders of Warrants and the Warrant Agent a
certificate setting forth the applicable Strike Price after such adjustment and setting forth
in reasonable detail the method of calculation and the facts upon which such calculations are
based and setting forth the number of Warrant Shares issuable after such adjustment in the
applicable Strike Price upon exercise of a Warrant (a Calculation Certificate); provided,
however, that, if the holders of a majority of the then outstanding Warrants dispute the
accuracy of the calculations in such Calculation Certificate, the Company and the holders of a
majority of the then outstanding Warrants shall discuss such dispute and failing any
settlement of the dispute after ten (10) Business Days from the date of notification of the
dispute (the Negotiation Period), the Company shall forthwith (and in any event no later
than five (5) Business Days after the elapse of the above Negotiation Period) appoint (at the
cost of the Company) any one of the big four accounting firms (being PricewaterhouseCoopers,
Deloitte, KPMG, or Ernst & Young, collectively the Big Four Accounting Firms), as
calculation agent to report to the Company and the holders of Warrants to confirm the accuracy
of the calculations in such Calculation Certificate and, subject to such calculations agents
findings, such Calculation Certificate shall be conclusive evidence of the correctness of the
matters set forth therein. Where appropriate, such notice may be given in advance and included
as a part of the notice required to be mailed under the other provisions of this Section 10.
In the event that within five (5) Business Days of the elapse of the above Negotiation Period
the Company has not appointed any one of the Big Four Accounting Firms as calculation agent to
report to the Company and the holders of Warrants to confirm the accuracy of the calculations
in such Calculation Certificate, then the holders of Warrants shall be entitled to appoint one
of the Big Four Accounting Firms as calculation agent to report to the Company and the holders
of Warrants to confirm the accuracy of the calculations in such Calculation Certificate and,
subject to such calculations agents findings, such Calculation Certificate shall be
conclusive evidence of the correctness of the matters set forth therein. In the case of any
dispute with the calculations in a Calculation Certificate, acceptance of any Warrant Shares
or Warrant ADSs shall not constitute agreement with any calculations in such Calculation
Certificate.
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(b)
    
    In the event:
 (i)
    
    that the Company authorizes the issuance to all holders of Shares of rights,
options or warrants to subscribe for or purchase Shares or of any other subscription
rights or warrants;(ii)
    
    that the Company authorizes the distribution to all holders of Shares any
evidence of its indebtedness or assets (other than dividends payable in Shares or
distributions referred to in Schedule A hereof);(iii)
    
    of any consolidation or merger to which the Company is a party and for which
approval of any shareholders of the Company is required, or of the conveyance, lease or
transfer of all or substantially all of the Companys properties and assets, or of any
reclassification or change of Shares (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination), or a tender offer or exchange offer for Shares;(iv)
    
    of the voluntary or involuntary dissolution, liquidation or winding up of the
Company; or(v)
    
    that the Company proposes to take any action which would require an adjustment
of the applicable Strike Price pursuant to Section 8 hereof;
 then the Company shall cause to be filed with the Warrant Agent and shall cause to be given
to each of the registered holders of Warrants at their address appearing on the Warrant
Register, at least 20 days (or 10 days in any case specified in clauses (i) or (ii) above)
prior to the applicable record date hereinafter specified, or promptly in the case of events
for which there is no record date, by first-class mail, postage prepaid, a written notice
stating (x) the date as of which the holders of record of Shares to be entitled to receive
any such rights, options, warrants or distribution are to be determined, (y) the initial
expiration date set forth in any tender offer or exchange offer for Shares, or (z) the date
on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding up is expected to become effective or consummated, and the date as of which it is
expected that holders of record of Shares shall be entitled to exchange such Shares for
securities or other property, if any, deliverable upon such reclassification, consolidation,
merger, conveyance, transfer, dissolution, liquidation or winding up. The failure to give
the notice required by this Section 10 or any defect therein shall not affect the legality
or validity of any distribution, right, option, warrant, consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding up, or the vote upon any action.(c)
    
    Nothing contained in this Agreement or in any of the Warrant Certificates shall be construed
as conferring upon the holders of Warrants the right to vote or to consent or to receive
notice as shareholders in respect of the meetings of shareholders or the election of directors
of the Company or any other matter, or any rights whatsoever as shareholders of the Company.
 11. MERGER, CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT
 (a)
    
    Any corporation into which the Warrant Agent may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which the Warrant Agent shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Warrant Agent, shall be the successor to
such Warrant Agent hereunder without the execution or filing of any papers or any further act
on the part of any of the parties hereto; providedthat such corporation would have a combined
capital and surplus of at least US$500 million (or would be a wholly-owned subsidiary of a
bank or trust company, or of a bank holding company, the principal subsidiary of which is a
bank or trust company having a combined capital and surplus of at least US$500 million) as set
forth in its most recent published annual report of condition.
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(b)
    
    In case at any time the name of the Warrant Registrar shall be changed and at such time any
of the Warrant Certificates shall have been authenticated but not delivered, the Warrant
Registrar whose name has been changed may adopt the authentication under its prior name, and
in case at that time any of the Warrant Certificates shall not have been authenticated, the
Warrant Registrar may authenticate such Warrant Certificates either in its prior name or in
its changed name, and in all such cases such Warrant Certificates shall have the full force
and effect provided in the Warrant Certificates and in this Agreement.
 12. WARRANT AGENT
  (a)
    
    The Warrant Agent shall be obligated to perform such duties and only such duties as are set
out in this Agreement and no implied duties or obligations shall be read into this Agreement
against the Warrant Agent. Notwithstanding anything to the contrary contained in this
Agreement, the Warrant Agent shall not be obliged to act or omit to act in accordance with any
instruction, direction or request delivered to it by the Company unless such instruction,
direction or request is delivered to the Warrant Agent in writing. The Warrant Agent may, in
connection with its services hereunder rely upon the terms of any notice, communication or
other document believed by it to be genuine.(b)
    
    The Warrant Agent may rely upon and shall not be liable for acting or refraining from acting
upon any written notice, instruction or request furnished to it hereunder and believed by it
to be genuine and to have been signed or presented by the proper party or parties. The Warrant
Agent shall be under no duty to inquire into or investigate the validity, accuracy or content
of any such document.(c)
    
    The Warrant Agent shall not be responsible for any failure of the Company to comply with any
of the covenants contained in this Agreement or in the Warrant Certificates to be complied
with by the Company.(d)
    
    The Warrant Agent may engage and consult at the expense of the Company with any legal adviser
and professional adviser selected by it and rely upon any advice so obtained and the Warrant
Agent and its respective directors, officers, employees and duly appointed agents shall be
protected and shall not be liable in respect of any action taken, or omitted to be done or
suffered to be taken, in accordance with such advice.(e)
    
    The Warrant Agent shall incur no liability or responsibility to the Company or to any holder
of any Warrant Certificate for any action taken in reliance on any Warrant Certificate,
certificate of Shares, notice, resolution, waiver, consent, order, certificate, or other
paper, document or instrument believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties.(f)
    
    The Company agrees to pay to the Warrant Agent compensation for all services rendered by the
Warrant Agent in the execution of this Agreement, to reimburse the Warrant Agent for all
reasonable expenses, taxes and governmental charges and other charges of any kind and nature
incurred by the Warrant Agent in the execution of this Agreement. At the request of the
Warrant Agent, parties to this Agreement may from time to time during the continuance of this
Agreement review the commissions agreed initially with a view to determining whether the
parties can mutually agree upon any changes to the commissions. The Company hereby
unconditionally and irrevocably covenants and undertakes to indemnify and hold harmless the
Warrant Agent, its directors, officers, employees and agents (each an indemnified party) in
full at all times against all losses, liabilities, actions, proceedings, claims, demands,
penalties, damages, costs, expenses disbursements, and other liabilities whatsoever (the
Losses), including without limitation the reasonable costs and expenses of legal advisors
and other experts, which may be incurred, suffered or brought against such
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indemnified party as a result or in connection with (a) their appointment or involvement
hereunder or the exercise of any of their powers or duties hereunder or the taking of any
acts in accordance with the terms of this Agreement or its usual practice; (b) this
Agreement and any other documents in connection with the sale of the Warrants or pursuant to
this Agreement, or (c) any instruction or other direction upon which the Warrant Agent may
rely under this Agreement, as well as the reasonable costs and expenses incurred by an
indemnified party of defending itself against or investigating any claim or liability with
respect of the foregoing; providedthat this indemnity shall not apply in respect of an
indemnified party to the extent that any such Losses incurred or suffered by or brought
against such indemnified party arises directly from the fraud, bad faith, wilful misconduct
or gross negligence of such indemnified party. The parties hereto acknowledge that the
foregoing indemnities shall survive the resignation or removal of the Warrant Agent or the
termination of this Agreement.(g)
    
    In the event that the Warrant Agent shall be uncertain as to its duties or rights hereunder
or shall receive instructions, claims or demands from the Company, in its opinion, conflict
with any of the provisions of this Agreement, it shall be entitled to refrain from taking any
action until it is directed in writing by a final order or judgment of a court of competent
jurisdiction. In addition, the Warrant Agent shall be under no obligation to institute any
action, suit or legal proceeding or to take any other action likely to involve expense unless
the Company or one or more registered holders of Warrants shall furnish the Warrant Agent with
reasonable security and indemnity satisfactory to the Warrant Agent for any costs and expenses
which may be incurred, but this provision shall not affect the power of the Warrant Agent to
take such action as it may consider proper, whether with or without any such security or
indemnity. All rights of action under this Agreement or under any of the Warrants may be
enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the
production thereof at any trial or other proceeding relative thereto, and any such action,
suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant
Agent and any recovery of judgment shall be for the ratable benefit of the registered holders
of the Warrants, as their respective rights or interests may appear.(h)
    
    The Warrant Agent, and any shareholder, director, officer or employee of it, may buy, sell or
deal in any of the Warrants or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not Warrant Agent
under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.(i)
    
    The Warrant Agent shall not be liable for any action taken or omitted by it except to the
extent that a court of competent jurisdiction determines that the Warrant Agents, fraud, bad
faith, gross negligence or wilful misconduct was the primary cause of any loss to the Company.(j)
    
    The Warrant Agent shall not at any time be under any duty or responsibility to any holder of
any Warrant Certificate to make or cause to be made any adjustment of the applicable Strike
Price or number of the Warrant Shares or other securities or property deliverable as provided
in this Agreement, or to determine whether any facts exist which may require any of such
adjustments, or with respect to the nature or extent of any such adjustments, when made, or
with respect to the method employed in making the same. The Warrant Agent shall not be
accountable with respect to the validity or value or the kind or amount of any Warrant Shares
or of any securities or property which may at any time be issued or delivered upon the
exercise of any Warrant or with respect to whether any such Warrant Shares or other securities
will when issued be validly issued and fully paid and non-assessable, and makes no
representation with respect thereto.(k)
    
    The Warrant Agent shall not be required to risk or expend its own funds on the performance of
it obligations and duties hereunder.
 16




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(l)
    
    Notwithstanding any other term or provision of this Agreement to the contrary, the Warrant
Agent shall not be liable under any circumstances for special, punitive, indirect or
consequential loss or damage of any kind whatsoever including but not limited to loss of
profits, whether the claim for such loss or damage is made in negligence, for breach of
contract, breach of trust, breach of fiduciary obligation or otherwise. The provisions of this
Section shall survive the termination or expiration of this Agreement or the resignation or
removal of the Warrant Agent.(m)
    
    The Warrant Agent may execute any of its powers and perform any of its duties hereunder
directly or through delegates or attorneys and may consult with counsel, accountants and other
skilled persons to be reasonably selected and retained by it. The Warrant Agent shall not be
liable for the acts of such delegates or attorneys, or for anything done, suffered or omitted
by it in accordance with the advice or opinion of any such counsel, accountants or other
skilled persons.(n)
    
    The Warrant Agent may execute any of its powers and perform any of its duties hereunder
directly or through delegates or attorneys and may consult with counsel, accountants and other
skilled persons to be reasonably selected and retained by it.(o)
    
    The Warrant Agent may take and instruct any delegate to take any action which it in its sole
discretion considers appropriate so as to comply with any applicable law, regulation, request
of a public or regulatory authority or any internal policy which relates to the prevention of
fraud, money laundering, terrorism or other criminal activities or the provision of financial
and other services to sanctioned persons or entities. Such action may include but is not
limited to the interception and investigation of transactions on the depositors accounts
(particularly those involving the international transfer of funds) including the source of the
intended recipient of fund paid into or out of the depositors accounts. In certain
circumstances, such action may delay or prevent the processing of the depositors
instructions, the settlement of transactions over the depositors accounts or the Warrant
Agents performance of its obligations under this Agreement. Where possible, the Warrant Agent
will endeavour to notify the depositor of the existence of such circumstances. Neither the
Warrant Agent nor any delegate will be liable for any loss (whether direct or consequential
and including, without limitation, loss of profit or interest) caused in whole or in part by
any actions which are taken by the Warrant Agent or any delegate pursuant to this subclause
(o).(p)
    
    The Warrant Agent shall not be under any fiduciary duty or other obligation towards or have
any relationship of agency for or with any person other than the Company or any relationship
of trust for or with any person.
 13. CHANGE OF WARRANT AGENT
  17




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14. REGISTRATION
 (a)
    
    The Company agrees with and for the benefit of the holders of the Warrants that for a period
(the Registration Period) commencing on the date which is 120 days following the date of
issuance of the Warrants and continuing until all Warrant Shares (x) have been sold pursuant
to an effective registration statement filed with the Commission pursuant to the provisions of
the Securities Act or (y) in the opinion of United States counsel to the Company, may be sold
without volume limitations pursuant to Rule 144(e) under the Securities Act, such opinion
delivered to the Company in substance acceptable to the holders of a majority of the Warrants
then outstanding, the Company will have registered with the Commission or otherwise qualified
all Warrant Shares pursuant to the provisions of the Securities Act, and the Company will file
such amendments and/or supplements to any registration statement under the Securities Act
covering the resale of such Warrant Shares (in the form of ADSs), and supplement and keep
current any prospectus forming a part of such registration statement, as may be necessary to
permit the Company to comply with the Securities Act and the rules and regulations thereunder,
and to permit the Company to deliver to each holder of Warrants exercising a Warrant a
prospectus meeting the requirements of Section 10(a)(3) of the Securities Act and otherwise
comply therewith; and the Company will deliver such prospectus to each such holder of
Warrants. During the Registration Period, the Company shall, upon the request of any holder of
Warrants that may be required pursuant to the Securities Act to deliver a prospectus in
connection with any sale or other disposition of Warrant Shares, include within the plan of
distribution section of the prospectus and in such other places in the prospectus as may be
necessary, all information necessary under the Securities Act to enable such holder of
Warrants to deliver such prospectus in connection with sales or other dispositions of such
Warrant Shares (in the form of ADSs), and the Company shall also take such action as may be
necessary under the Securities Act with respect to the related registration statement to
enable such holder of Warrants to effect such delivery in connection with such sale or other
disposition. The Company further agrees to provide any holder of Warrants who during such
period may be required to deliver a prospectus upon the sale or other disposition of such
Warrant Shares (in the form of ADSs), such number of copies of the prospectus as such holder
of Warrants reasonably requests.(b)
    
    The Company has registered on Form F-6 a sufficient number of ADSs to be delivered upon the
deposit of any Warrant Shares into the Companys ADR facility. If at any time while any
Warrants remain outstanding, the outstanding number of ADSs registered on Form F-6 are not
sufficient to cover such delivery of ADSs, the Company will register, or cause the relevant
depositary of its ADR facility to register, on Form F-6 such additional ADSs as is necessary
to cover the delivery of such ADSs upon the deposit of the Warrant Shares into the Companys
ADR facility.(c)
    
    All expenses incident to the Companys performance of or compliance with this Section will be
borne by the Company, including without limitation: (i) all registration and filing fees and
expenses; (ii) all fees and expenses of compliance with federal securities laws; (iii) all
expenses of printing (including printing certificates for the Warrant Shares and printing of
prospectuses), messenger and delivery services; (iv) all fees and disbursements of counsel for
the Company; (v) all fees and disbursements of independent certified public accountants of the
Company (including the expenses of any special audit and comfort letters required by or
incident to such performance); and (vi) the Companys internal expenses, the expenses of any
annual or other audit and the fees and expenses of any person, including special experts,
retained by the Company.
 15. REPORTS
  18




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16. INFORMATION AND OTHER RIGHTS OF HOLDERS OF WARRANTS
  (a)
    
    copies of every statement, notice or circular (including, for the avoidance of doubt, draft
written resolutions) issued to the holders of Shares concurrently with the issue of the same
to those holders; and(b)
    
    copies of all information and documents provided Gold Sun Day Limited (or its successors,
assigns or transferees) under the terms of the Security Sharing Agreement concurrently with
the provision of the same to the Security Agent.
  17. REPRESENTATIONS AND WARRANTIES
  (a)
    
    it is a limited liability company, duly incorporated and validly existing under the laws of
its jurisdiction of original incorporation;(b)
    
    it has the power to own its assets and carry on its business as it is being conducted;(c)
    
    it has the power to enter into and perform, and has taken all necessary action to authorise
the entry into and performance of, this Agreement and the Warrants and the transactions
contemplated by this Agreement and the Warrants;(d)
    
    this Agreement and the Warrants are its legally binding, valid and enforceable obligations;(e)
    
    this Agreement and the Warrants are in the proper form for their enforcement in the
jurisdiction of its incorporation;(f)
    
    the entry into and performance by it of, and the transactions contemplated by, this Agreement
and the Warrants do not conflict with:
 (i)
    
    any law or regulation applicable to it;(ii)
    
    its constitutional documents; or(iii)
    
    any document which is binding upon it or any of its assets;
 (g)
    
    all authorisations required by it in connection with the entry into, performance, validity
and enforceability of, and the transactions contemplated by, this Agreement and the Warrants
have been obtained or effected (as appropriate) and are in full force and effect;(h)
    
    the entry into by it of this Agreement and the Warrants constitutes, and the exercise by it
of its rights and performance of its obligations under this Agreement and the Warrants will
constitute, private and commercial acts performed for private and commercial purposes;
 19




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(i)
    
    it will not be entitled to claim immunity from suit, execution, attachment or other legal
process in any proceedings taken its jurisdiction of incorporation in relation to this
Agreement or any Warrant;(j)
    
    its obligations under this Agreement and the Warrants rank and will rank at least pari passu
with all its other unsecured obligations, except for obligations mandatorily preferred by law
applying to companies generally;(k)
    
    as at the date of the issue of the Warrants, the aggregate number of Shares in issue and
which the Company could be obliged to issue pursuant to any right then subsisting (whether or
not then exercisable) other than pursuant to the Warrants did not exceed 134,105,425 in
aggregate.
  (a)
    
    is made by the Company on the date of this Agreement and on the date of each Warrant; and(b)
    
    is deemed to be repeated by the Company on each date until the date on which all rights of
the holders of Warrants under this Agreement and the Warrants cease to have full force and
effect.
  18. UNDERTAKINGS
  (a)
    
    neither the Company nor any of its Subsidiaries will enter into any transaction with a
shareholder in the Company or any Affiliate of such a shareholder (excluding the issue of
Shares or the grant of rights to subscribe for, or to convert securities into, Shares) other
than on arms length terms and with the approval of the Companys audit committee;(b)
    
    it will not reduce any of its authorized share capital (or any uncalled or unpaid liability
in respect of any of its share capital) or share premium account or capital redemption
reserve;(c)
    
    it will not make any distribution of profits to holders of Shares or ADSs or any distribution
of reserves unless the holders of Warrants are paid or given the same amount or asset they
would have received had they exercised their Warrants (and had the Warrant Shares arising on
such exercise been issued) immediately prior to the record date for the distribution;(d)
    
    it will not issue securities by way of capitalisation of profits or reserves;(e)
    
    it will use its best endeavours to cause the Depositary to issue ADSs within ten (10) days
from the issuance of the Warrant Shares;(f)
    
    it will not modify the rights attached to its Shares or ADSs in any way which could adversely
affect the holders of Warrants or create or issue any Shares or ADSs with rights which in any
respect rank in priority to, or are more favourable than, those attaching to the Shares or
ADSs or create or issue any shares which carry any right to vote in a general meeting of the
Company unless such shares are Shares;(g)
    
    it will not alter its memorandum of association or the Articles in any way which could
adversely affect the holders of Warrants and will comply with and enforce the terms of the
Articles.
 20




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19. EVENT OF DEFAULT
 Event of Default
 20. NOTICES TO COMPANY AND WARRANT AGENT
  
  
   21




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##### 



Warrant Agent
 
 Warrant Registrar
 
 21. SUPPLEMENTS AND AMENDMENTS
    22. SUCCESSORS
  23. TERMINATION
  24. GOVERNING LAW
  25. JURISDICTION
  22




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##### 



26. BENEFITS OF THIS AGREEMENT
  27. DEFINITION OF WARRANT AGENT
 Warrant
Agent
 28. COUNTERPARTS
   23




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##### 



EXECUTED as a deed
    
    )by YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
    
    )acting by
    
    ))in the presence of: /s/ Zongwei Li
    
    )WitnesssSignature: /s/ Qing MiaoName:Address:EXECUTED as a deed
    
    )by DEUTSCHE BANK AG, HONG KONG BRANCH
    
    )as Warrant Agent
    
    )acting by
    
    )in the presence of : /s/ Aric Kay-Russell
    
    )WitnesssSignature:Name: /s/ Choi Siu LingAddress:EXECUTED as a deed by
    
    )as attorney for
    
    )by DEUTSCHE BANK LUXEMBOURG S.A.
    
    )as Warrant Registrar
    
    )in the presence of : /s/ Aric Kay-Russell
    
    )WitnesssSignature: /s/ Choi Siu LingName:Address:
 24




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##### 



SCHEDULE A
 ADJUSTMENTS TO THE STRIKE PRICE
 1.1
    
    The Strike Price shall from time to time be adjusted in accordance with the provisions set out
below:
 (a)
    
    Consolidation or subdivision- If and whenever there shall be an alteration to
the nominal amount of each of the Shares by reason of any consolidation or subdivision,
the Strike Price in force immediately prior thereto shall be adjusted by multiplying it
by the following fraction:
 
  A =
    
    the nominal amount of one Share immediately after such alteration; andB =
    
    the nominal amount of one Share immediately before such alteration.
 Each such adjustment shall be effective from the close of business on the Business
Day immediately preceding the date on which the relevant consolidation or subdivision
(as the case may be) becomes effective.(b)
    
    Capitalisation of profits or reserves- If and whenever the Company shall issue
any Shares credited as fully paid by way of capitalisation of profits or reserves
(including any share premium account fund), the Strike Price in force immediately prior
to such issue shall be adjusted by multiplying it by the following fraction:
 
  C =
    
    the aggregate nominal amount of the Shares in issue immediately
before such issue; andD =
    
    the aggregate nominal amount of the Shares issued in connection
with and as a result of such capitalisation,
 provided that if the relevant issue of Shares is made as part of an arrangement
involving a reduction of capital, the Strike Price shall be adjusted in such manner
as an Approved Investment Bank shall certify to be appropriate, having regard to the
relative interests of the persons affected thereby taken as a whole and such other
matters as the Approved Investment Bank shall consider relevant.Each such adjustment shall be effective (if appropriate retroactively) from the
commencement of the day next following the Record Date for such issue.(c)
    
    Capital Distribution, etc.  If and whenever the Company shall make (whether on
a reduction of capital or otherwise) any Capital Distribution to all holders of Shares
(in their capacity as such) (including, but not limited to, such a distribution
pursuant to a reduction or redemption of share capital, share premium account fund or
otherwise) or shall grant to such
 A-1




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##### 



holders rights to acquire for cash assets of the Company or any of its Subsidiaries,
the Strike Price in force immediately prior to such Capital Distribution or grant
shall be adjusted by multiplying it by the following fraction:
 
  E =
    
    the Closing Price per Share on the Relevant Stock Exchange on
the Trading Day immediately preceding the date on which the Capital Distribution
or, as the case may be, the grant is announced (whether or not such Capital
Distribution or grant is subject to the approval of the holders of Shares or
other persons) or (if there is no such announcement) immediately preceding the
date on which the Share is traded ex such Capital Distribution or, as the case
may be, the grant (or, where there is no Closing Price on such Trading Day, the
Closing Price on the Trading Day on which there was a Closing Price immediately
preceding the relevant date); andF =
    
    the amount calculated by dividing the fair market value on the
day of such announcement or (as the case may require) the day immediately
preceding the date on which the Share is traded ex such Capital Distribution or,
as the case may be, the grant, as determined in good faith by an Approved
Investment Bank, of such Capital Distribution or of such rights by the number of
Shares participating in such Capital Distribution or, as the case may be, in the
grant of such rights,
  (a)
    
    if in the opinion of the relevant Approved Investment Bank, the
use of the fair market value as aforesaid produces a result which, having regard
to the relative interests of the persons affected thereof taken as a whole, is
significantly inequitable, it may instead determine (and in such event the above
formula shall be construed as if F meant) the portion of the said Closing Price
which should, in its opinion, properly be attributed to the value of the
relevant Capital Distribution or rights in question; and(b)
    
    the provisions of this paragraph (c) shall not apply in relation
to the issue of Shares credited as fully paid or partly paid out of profits or
reserves and issued in lieu of a cash dividend.
 Each such adjustment shall be effective (if appropriate retroactively) from the
commencement of the day next following the Record Date for the relevant Capital
Distribution or grant.(d)
    
    Rights issue of Shares or options / warrants over Shares- If and whenever the
Relevant Company shall offer to all holders of Shares new Shares for subscription by
way of rights, or shall grant to all holders of Shares any options or warrants to
subscribe for new Shares, at a price per new Share which is less than the Market Price
on the date the offer or grant is announced (whether or not such offer or grant is
subject to the approval of the holders of Shares or other persons), the Strike Price
shall be adjusted by multiplying the Strike Price in force immediately before such
offer or grant by the following fraction:
 A-2




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G =
    
    the number of Shares in issue immediately before the date such
offer or grant is made or , as the case may be, announced;H =
    
    the number of Shares which the aggregate of the two following
amounts would purchase at such Market Price:
 (a)
    
    the total amount (if any) payable for the rights,
options or warrants being offered or granted by the Company; and(b)
    
    the total amount payable for all of the new
Shares being offered for subscription by way of rights or comprised in
the options or warrants being granted; and
 I =
    
    the aggregate number of Shares being offered for subscription
or comprised in the options or warrants being granted.
 Such adjustment shall become effective (if appropriate retroactively) from the
commencement of the day next following the Record Date for the relevant offer or
grant.For the avoidance of doubt, no adjustment shall take effect in accordance with this
paragraph (d) should such offer or grant fail to become effective or unconditional.
 (e)
    
    (i)
    
    Issue of other securities- If and whenever the Company or any of its
Subsidiaries shall issue wholly for cash any securities which by their terms are
convertible into or exchangeable for or carrying rights of subscription for new Shares,
and the total Effective Consideration per new Share (as defined in paragraph (iii)
below) initially receivable for such securities is less than the Market Price on the
date the issue of such securities is announced (whether or not such issue is subject to
the approval of the holders of Shares or other persons), the Strike Price shall be
adjusted by multiplying the Strike Price in force immediately prior to such issue by
the following fraction:
 
 J =
    
    the number of Shares in issue immediately
before the date of the issue of such securities;K =
    
    the number of Shares which the total Effective
Consideration receivable for such securities would purchase at such
Market Price (exclusive of any expenses and disbursements incurred in
connection therewith); andL =
    
    the maximum number of new Shares to be issued
upon full conversion or exchange of, or the exercise in full of the
subscription rights conferred by, such securities at their relative
initial conversion or exchange rate or subscription price.
 Such adjustment shall become effective (if appropriate retroactively) from
the close of business on the Business Day immediately preceding the date on
which the issuer
 A-3




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##### 



of the relevant securities determines the conversion or exchange rate or
subscription price for the purpose of such securities is announced (whether
or not subject to the approval of holders of Shares or other persons) and the
date of such announcement is earlier than the said date, the Business Day
immediately preceding the date of such announcement.(ii)
    
    Modification of conversion/exchange/subscription rights- If and
whenever the rights of conversion or exchange or subscription attaching to any
such securities as are mentioned in sub-paragraph (i) above of this paragraph
(e) are modified so that the total Effective Consideration per new Share
initially receivable for such securities shall be less than the Market Price on
the date the proposal to modify such rights of conversion or exchange or
subscription is announced, the Strike Price shall be adjusted by multiplying the
Strike Price in force immediately prior to such modification by the following
fraction:
 
  M =
    
    the number of Shares in issue immediately
before the date of such modification;N =
    
    the number of Shares which the total Effective
Consideration receivable for such securities at the modified conversion
or exchange rate or subscription price would purchase at such Market
Price; andO =
    
    the maximum number of new Shares to be issued
upon full conversion or exchange of, or the exercise in full of the
subscription rights conferred by, such securities at their relative
modified conversion or exchange rate or subscription price.
 Such adjustment shall become effective (if appropriate retroactively) as at
the date upon which such modification shall take effect. A right of
conversion or exchange or subscription shall not be treated as modified for
the purposes of this paragraph (e)(ii) where it is adjusted to take account
of rights or capitalisation issues and other events normally giving rise to
adjustments of conversion, exchange or subscription terms.(iii)
    
    For the purposes of this paragraph (e):
 (A)
    
    the total Effective Considerationreceivable for
the relevant securities shall be deemed to be the aggregate
consideration receivable by the issuer of such securities for the issue
thereof plus the additional minimum consideration (if any) to be
received by such issuer and/or the Company (if not the issuer) upon (and
assuming) the full conversion or exchange thereof or the exercise in
full of the subscription rights attaching thereto; and(B)
    
    the Effective Consideration per new Share
initially receivable for such securities shall be the total Effective
Consideration divided by the maximum number of new Shares to be issued
upon (and assuming) the full conversion or exchange thereof at the
initial conversion or exchange rate or the exercise in full of the
subscription rights attaching thereto at the initial subscription
 A-4




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price, in each case without any deduction of any commissions,
discounts or expenses paid, allowed or incurred in connection with the
issue thereof.
 (f)
    
    Issue below Market Price- If and whenever the Company shall issue wholly for
cash any Shares at a price which is less than the Market Price on the date such issue
is announced, the Strike Price shall be adjusted by multiplying the Strike Price in
force immediately prior to such issue by the following fraction:
 
  P =
    
    the number of Shares in issue immediately before the date of such announcement;Q =
    
    the number of Shares which the aggregate amount payable for the
Shares allotted pursuant to such issue would purchase at such Market Price
(exclusive of any expenses and disbursements incurred in connection therewith);
andR =
    
    the number of Shares allotted pursuant to such issue.
 Such adjustment shall become effective (if appropriate retroactively) on the date of
the issue of such Shares.(g)
    
    Consolidation, merger and transfer or lease of assets
    A-5




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##### 



(h)
    
    If and whenever the Company makes an offer or invitation to holders of Shares
to tender for sale to the Company any Shares or if the Company shall purchase any
Shares or securities convertible into Shares or any rights to acquire Shares (excluding
any such purchase made on the Relevant Stock Exchange), the Company shall appoint an
Approved Investment Bank to consider whether, for any reason whatever as a result of
such purchases, an adjustment should be made to the Strike Price fairly and
appropriately to reflect the relative interests of the persons affected by such
purchases by the Company and, if such Approved Investment Bank shall consider in its
opinion that it is appropriate to make an adjustment to the Strike Price, an adjustment
to the Strike Price shall be made in such manner as such Approved Investment Bank shall
certify to be, in its opinion, appropriate. Such adjustment shall become effective (if
appropriate retroactively) from the close of business on the Business Day next
preceding the date on which such purchases by the Company are made.
 1.2
    
    For the purposes of this Schedule:Announcementshall include the release of an announcement to the press or the delivery or
transmission by telephone, telex, facsimile transmission or otherwise of an announcement to
the Relevant Stock Exchange, date of announcementshall mean the date on which the
announcement is first so released, delivered or transmitted and announceshall be construed
accordingly.Approved Investment Bankmeans an independent investment bank or other financial institution
of international repute selected by the Company, and paid for at its expense, which is
subject to a Consent for the purposes contemplated in this Schedule.Auditorsmeans an internationally recognized auditing firm approved by a Consent.Capital Distributionshall (without prejudice to the generality of that phrase) include
distributions in cash or specie, and any dividend charged or provided for in the accounts
for any financial period shall (whenever paid and however described) be deemed to be a
capital distribution, provided that any such dividend shall not be so deemed if:
 (a)
    
    it is paid out of the aggregate of the net income and/or
contributed surplus attributable to the holders of Shares as shown in the latest
audited consolidated statement of income of the Company and its Subsidiaries; or(b)
    
    to the extent that (a) above does not apply, the rate (as a
percentage of net income and/or contributed surplus) of that dividend, together
with all other dividends on the class of capital in question charged or provided
for in the accounts for the financial period in question, does not exceed the
aggregate rate of dividend on such class of capital charged or provided for in
the accounts for the last preceding financial period. In computing such rates,
such adjustments may be made as are in the opinion of the Auditors appropriate
in the circumstances and shall be made in the event that the lengths of such
periods differ materially.
 Closing Pricemeans, in relation to a Share, the closing price of the ADSs, on a per Share
basis, on the Relevant Stock Exchange.Issueshall include allot.Market Pricemeans the Closing Price immediately preceding the day on or as of which the
Market Price is to be ascertained.
 A-6




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Sharesincludes, for the purposes of Shares comprised in any issue, distribution, offer or
grant pursuant to paragraphs 1.5, (b), (c), (d), (e) or (f) of Clause 1.1, any such Shares
of the Company as, when fully paid, will be Shares.Record Datemeans the date fixed by the articles of association or equivalent constitutional
documents of the Company or otherwise specified by the Company for the purpose of
determining entitlement to dividends or other distributions to, or rights of, holders of
Shares.Relevant Stock Exchangemeans the New York Stock Exchange or if pursuant to Section 7 of
this Agreement the ADS are no longer listed on the New York Stock Exchange, a principal
securities exchange, automated quotation system or other internationally-recognized stock
market .Reservesincludes unappropriated profits and share premium account.Rightsincludes rights in whatsoever form issued.1.3
    
    The provisions of paragraphs (b), (c), (d), (e), or (f) shall not apply to the exercise of
any rights to acquire Shares.1.4
    
    If the Company at any time or from time to time prior to the full exercise of the Warrants
shall take any action affecting its Shares or share capital similar to or having an affect
similar to any of the actions described in paragraphs (a) to (f), then, and in each such case,
the Strike Price shall be adjusted in such manner as an Approved Investment Bank would
consider fair and equitable in the circumstances.1.5
    
    Any adjustment to the Strike Price shall be made to the nearest US$0.01 and in no event shall
any adjustment (otherwise than upon the consolidation of Shares into shares of a larger
nominal amount each or upon a repurchase of Shares) be made which would involve an increase in
the Strike Price. Every adjustment to the Strike Price shall, save as otherwise expressly
provided herein, be certified by an Approved Investment Bank at the expense of the Issuer. The
Company shall as soon as practicable furnish to each holder of Warrants a copy of the
certificate issued by the Approved Investment Bank setting forth the event giving rise to the
adjustment, the Strike Price immediately after such adjustment, the date on which such
adjustment takes effect, and calculations showing in reasonable detail how the adjustment was
calculated.1.6
    
    Notwithstanding anything contained in this Agreement or the Warrants, no adjustment shall be
made to the Strike Price in any case in which the amount by which the same would be reduced in
accordance with the foregoing provisions would be less than US$0.01 and any adjustment that
would otherwise be required then to be made shall not be carried forward.
 A-7




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SCHEDULE B
   GLOBAL WARRANT LEGEND
  REGULATION S LEGEND
 SECURITIES ACT
    B-1




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société anonyme
      B-2




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YINGLI GREEN ENERGY HOLDING COMPANY LIMITEDBy:Name:Title:Authenticated:DEUTSCHE BANK LUXEMBOURG S.A.As Warrant RegistrarBy:Authorized Signatory
  B-3




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holders holder
    B-4




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B-5




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FORM OF ELECTION TO EXERCISE WARRANT
 Yingli Green Energy Holding Company Limited
 To :
    
    Yingli Green Energy Holding Company LimitedNo. 3055 Middle Fuxing RoadBaoding 070151Peoples Republic of ChinaFacsimile No.: (86) 312 892 9800Attention: Chief Financial OfficerandDeutsche Bank AG, Hong Kong Branch48th Floor Cheung Kong Center2 Queens Road CentralHong KongFacsimile No.: (852) 2203 7320Attention: Trust and Securities ServicesandDeutsche Bank AG, London BranchFacsimile No.: +44 20 7547 6749 or +44 20 7547 6624Attention: Operation Team, Trust & Securities Services
 IMPORTANT: PLEASE READ THE NOTES AT THE END OF THIS NOTICE BEFORE COMPLETING THIS NOTICE.
   Total number of Warrants:Serial or identifying number of Warrant Certificates*:ISIN number of Global Warrant:
 
 *
    
    Not required for Warrants represented by a Global Warrant. Please complete all remaining sections of this notice before delivering it to the Warrant Agent.
 B-6




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A.
    
    Exercising holders Information
 Name of Holder:Address of Holder:Telephone Number:Fax Number:Email Address:Contact Person:
 B.
    
    Delivery of Warrant Shares and/or Warrant ADSs
  Name:Address:
  Name:Address(1):Euroclear/Clearstream Participant
Account Information (1):Name and Telephone Number
of Contact Person:
 OR
  Name:Address(1):Euroclear/Clearstream Participant
Account Information (1):Name and Telephone Number
of Contact Person:
 B-7




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Fractional Interest
  Name:Paid by Remittance:
(with bank account details)
 Signed
  Date:NOTES:
 
 (1)
    
    Delete as appropriate. B-8




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For Companys use only:
 1.
    
    Warrant Shares to be issued upon exercise.
 (a) Aggregate Warrants deposited for exercise:(b) Number of Warrant Shares deliverable:(c) Amount of cash payment due in respect
of fractions of Warrant Shares
(if any and if applicable):
  B-9




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WARRANTS
 1.
    
    This notice will be void unless all relevant details are duly completed and deposited during
the Exercise Period.2.
    
    Your attention is particularly drawn to Section 4 of the Warrant Agreement relating to the
exercise of the Warrants.3.
    
    If a retroactive adjustment of the Strike Price contemplated by the terms and conditions of
the Warrants is required in respect of an exercise of Warrants, additional Warrant Shares
deliverable pursuant to such retroactive adjustment (together with any other securities,
property or cash) shall be delivered or dispatched in accordance with the Warrant Agreement.4.
    
    Despatch of share certificates or other securities or property will be made at the risk of
the exercising holder and the exercising holder will be required to submit any necessary
documents required in order to effect, despatch in the manner specified.
 B-10




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Date of Exchange
    
    Amount of decrease
    
    Amount of increase
    
    Number of Warrants
    
    Signature ofin number of
    
    in number of
    
    in this Global
    
    authorized officerWarrants in this
    
    Warrants in this
    
    Warrant following
    
    of Warrant AgentGlobal Warrant
    
    Global Warrant
    
    such decrease orincrease
 B-11




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SCHEDULE C
 FORM OF CERTIFICATE OF TRANSFER
 
  
  Warrant
Agreement Company Warrant Agent
 Transferee
  o Check if Transferee will take delivery of a beneficial interest in the Global Warrant or a
Definitive Warrant pursuant to Regulation S Securities Act
 C-1




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o Check if Transfer is Pursuant to Other Exemption
  [Insert Name of Transferee]By:Name:Title:Dated:
 C-2




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SCHEDULE D
 FORM OF PUT NOTICE
 RELATING TO WARRANTS ISSUED BY
 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED (THE COMPANY)
 
  
    (1)
 
 (1)
 
 Payment Instructions
  Bank:
    
    
    
    Branch Address:Branch Code:
    
    
    
    Account Number:Signature of holder:
 D-1




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NOTES:
  D-2




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SCHEDULE E
 FORM OF CERTIFICATE OF BENEFICIAL OWNER
 
  
  Warrant
Agreement Company Beneficial Owner
 (a)
    
    The Beneficial Owner is not a U.S. person (as defined in Rule 902 of
Regulation S) and it understands that no action has been or will be taken in any
jurisdiction by the Company that would permit a public offering of the Warrants and/or
the Warrant Shares in any country or jurisdiction where action for that purpose is
required. The Beneficial Owner is not acquiring the Warrants and/or the Warrant Shares
for the account or benefit of any U.S. persons except in accordance with exemption from
registration requirements of the Act below or in a transaction not subject thereto.(b)
    
    The Beneficial Owner is acquiring the Warrants and, upon the exercise of the
Warrants, the Warrant Shares, for its own account and is not acquiring the Warrants
and/or the Warrant Shares with a view to any distribution thereof that would violate
the Act or the securities laws of any state of the United States or any other
applicable jurisdiction.(c)
    
    The Beneficial Owner represents that it understands that the Warrants and/or
the Warrant Shares may not be offered or sold in the United States or to any U.S.
person within 40 days following the date the Warrants are issued to the Beneficial
Owner by the Company and that the Warrants and/or the Warrant Shares shall bear a
restrictive legend (and a stop-transfer order may be placed against transfer of such
Warrants and/or the Warrant Shares) unless such Warrants and/or the Warrant Shares are
sold pursuant to a registration statement that has been declared effective under the
Act (and which continues to be effective at the time of such transfer) or pursuant to
Rule 144 under the Act or any similar provision then in effect.(d)
    
    The Beneficial Owner acknowledges that the Warrants and the Warrant Shares are
restricted securities as defined in Rule 144 under the Act.
 E-1




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GOLD SUN DAY LIMITEDBy:Name:Title: E-2




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SCHEDULE F
 COMPANY EXERCISE NOTICE RELATING TO WARRANTS ISSUED BY
YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
 To:
    
    the holder of Warrant(s) of the above-mentioned issue.Copy:
    
    Deutsche Bank AG, Hong Kong Branch, as Warrant AgentFacsimile No.: +852 2203 7320Attention: Trust and Securities ServicesDeutsche Bank AG, London Branch, Operation Team, Trust & Securities ServicesFacsimile No.: +44 20 7547 6749 or +44 20 7547 6624Attention: Operation Team, Trust & Securities Services
  o
  o
  o
  
 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
 By:Name:Title:
 F-1