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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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, 2008ORo

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

New York Stock ExchangeAmerican Depositary Shares, each representing one Ordinary Share   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

o Non-accelerated
    filer     þ U.S. GAAP

o
    International Financial Reporting Standards as issued

o
    Otherby the International Accounting Standards Board   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


37Item 4A.


Unresolved Staff Comments


65Item 5.


Operating and Financial Review and Prospects


65Item 6.


Directors, Senior Management and Employees


105Item 7.


Major Shareholders and Related Party
    Transactions


120Item 8.


Financial Information


129Item 9.


The Offer and Listing


130Item 10.


Additional Information


131Item 11.


Quantitative and Qualitative Disclosures About
    Market Risk


136Item 12.


Description of Securities Other than Equity
    Securities


138PART IIItem 13.


Defaults, Dividend Arrearages and
    Delinquencies


138Item 14.


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


138Item 15.


Controls and Procedures


139Item 16A.


Audit Committee Financial Expert


140Item 16B.


Code of Ethics


140Item 16C.


Principal Accountant Fees and Services


141Item 16D.


Exemptions from the Listing Standards for Audit
    Committees


141Item 16E.


Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


141Item 16F.


Change in Registrants Certifying
    Accountant


141Item 16G.


Corporate Governance


141PART IIIItem 17.


Financial Statements


142Item 18.


Financial Statements


142Item 19.


Exhibits


142EX-2.23EX-4.6EX-4.7EX-4.8EX-4.9EX-4.10EX-4.11EX-4.12EX-4.13EX-4.14EX-4.15EX-4.16EX-4.17EX-4.18EX-4.19EX-4.20EX-4.21EX-4.23EX-4.24EX-4.35EX-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, 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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##### Table of Contents



Predecessor



Yingli Green EnergyFor the



For thePeriod from



Period fromJanuary 1,



August 7,For the Year Ended


2006 through



2006 throughDecember 31,


September 4,



December 31,



For the Year Ended December 31,2004


2005


2006



2006



2007



2008(In thousands, except per share and per ADS data)(In thousands of RMB)



RMB



RMB



RMB


US$Consolidated Income Statement DataNet revenues


120,483



361,794



883,988




754,793




4,059,323




7,553,015



1,107,074Gross profit


25,180



108,190



272,352




179,946




956,840




1,629,609



238,858Income from operations


13,744



83,675



234,631




132,288




679,543




1,153,300



169,044Interest expense


(6,411
)


(5,278
)


(22,441
)



(25,789
)



(64,834
)



(149,193
)


(21,868
)Foreign currency exchange losses, net


(0.6
)


(1,812
)


(3,406
)



(4,693
)



(32,662
)



(66,286
)


(9,716
)Gain (loss) on debt extinguishment






2,165








(3,908
)












Income tax benefit (expense)(1)


(1,221
)


(12,736
)


(22,546
)



(22,968
)



(12,928
)



5,588



819Minority interests(1)


76



36



76




(45,285
)



(192,612
)



(293,300
)


(42,990
)Net income(1)(2)


6,089



65,954



186,223




30,017




389,020




666,764



97,730Net income applicable to ordinary shareholders(1)















23,048




335,869




666,764



97,730Basic earnings per share applicable to ordinary
    shareholders(1)(2)(3)















0.36




3.00




5.23



0.77Diluted earnings per share(1)(2)(3)















0.36




2.89




5.15



0.75Basic earnings per ADS(1)(2)(3)















0.36




3.00




5.23



0.77Diluted earnings per ADS(1)(2)(3)















0.36




2.89




5.15



0.75   2




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Predecessor


Yingli Green EnergyFor the Periodfrom


For the PeriodJanuary 1,


from August 7,For the Year Ended


2006 through


2006 through


For the YearDecember 31,


September 4,


December 31,


Ended December 31,2004


2005


2006


2006


2007


2008(In percentages)Other Consolidated Financial DataGross profit margin(4)


20.9
%


29.9
%


30.8
%


23.8
%


23.6
%


21.6
%Operating profit margin(4)


11.4
%


23.1
%


26.5
%


17.5
%


16.7
%


15.3
%Net profit margin(1)(4)


5.1
%


18.2
%


21.1
%


4.0
%


9.6
%


8.8
%   Predecessor



Yingli Green EnergyAs of December 31,



As of December 31,2004


2005



2006


2007


2008(In thousands



(In thousands


(In thousands


(In thousands


(In thousandsof RMB)



of RMB)


of RMB)


of RMB)


of US$)Consolidated Balance Sheets DataCash


21,739



14,865




78,455



961,077



1,108,914



162,538Accounts receivable, net


6,120



40,505




281,921



1,240,844



1,441,949



211,352Inventories


17,499



106,566




811,746



1,261,207



2,040,731



299,118Prepayments to suppliers


12,617



123,452




134,823



1,056,776



774,014



113,450Total current assets(5)


62,233



334,673




1,722,295



5,074,225



6,062,020



888,534Long-term prepayments to suppliers











226,274



637,270



674,164



98,815Property, plant and equipment, net


120,980



341,814




583,498



1,479,829



3,385,682



496,252Total assets(1)(5)


204,076



704,775




2,813,461



7,658,896



11,068,683



1,622,380Short-term borrowings and current portion of long-term bank
    borrowings(6)


92,000



346,757




267,286



1,261,275



2,044,200



299,626Total current liabilities(5)


131,208



561,808




649,002



1,519,577



2,829,419



414,719Convertible senior notes















1,262,734



1,241,908



182,031Long-term bank borrowings, excluding the current portion



















662,956



97,172Total liabilities(1)(5)


132,836



567,617




1,339,878



2,902,272



4,922,621



721,528Minority interests(1)


606



569




387,716



754,799



1,395,151



204,493Ordinary shares(3)











4,745



9,884



9,922



1,454Total owners / shareholders equity(1)


70,634



136,589




68,530



4,001,825



4,750,911



696,359   For the Year Ended December 31,2004


2005


2006


2007


2008Consolidated Operating DataPV modules sold (in megawatts)(7)


4.7



11.9



51.3



142.5



281.5Average selling price of PV modules (per watt in US$)(8)


2.83



3.49



3.82



3.86



3.88      (1)
    
    Our previously reported unaudited 2008 financial results have
    been revised to reflect a decrease in the income tax benefit
    from RMB 19.5 million to RMB 5.6 million due to a
    revised calculation of deferred taxes resulting from a change in
    the enacted income tax rate from 15% to 25% for calendar years
    starting from 2012 in respect of Tianwei Yingli. 3




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##### Table of Contents



(2)
    
    Commencing January 1, 2007, our primary operating
    subsidiary, Tianwei Yingli, began enjoying certain exemptions
    from income tax. Prior to January 1, 2007, there was no tax
    exemption in place.The net income effects, basic and diluted earnings per share
    effects of the tax holiday for the years ended December 31,
    2007 and 2008 are as follows:  For the Year Ended December 31,2007


2008RMB


RMB


US$(In thousands, except per share data)Net income(1)


78,357



196,873



28,856Basic earnings per share(1)


0.80



1.55



0.23Diluted earnings per share(1)


0.78



1.52



0.22   (3)
    
    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 ordinary shares or earnings per
    share for Tianwei Yingli.(4)
    
    Gross profit margin, operating profit margin and net profit
    margin represent gross profit, operating profit and net profit,
    respectively, divided by net revenues.(5)
    
    Certain balance sheet accounts prior to January 1, 2008
    have been reclassified to conform to the presentation for the
    balance sheet as of December 31, 2008 for comparative
    purposes.(6)
    
    Includes loans guaranteed or entrusted by related parties, which
    amounted to RMB 80.0 million, RMB 234.0 million,
    RMB 233.0 million, RMB 470.2 million and nil, as of
    December 31, 2004, 2005, 2006, 2007 and 2008, respectively.(7)
    
    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.(8)
    
    We compute average selling price of PV modules per watt for a
    given period as the total sales of PV modules divided by the
    total watts of the PV modules sold during such period, and
    translated into U.S. dollars at the noon buying rate at the end
    of such period as certified by the United States Federal Reserve
    Board.  Exchange
    Rate Information
   4




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Noon Buying Rate(1)Period

Period End


Average(2)


High


Low(RMB per US$1.00)2004


8.2765



8.2768



8.2771



8.27652005


8.0702



8.1826



8.2765



8.07022006


7.8041



7.9579



8.0702



7.80412007


7.2946



7.5806



7.8127



7.29462008


6.8225



6.9477



7.2946



6.78002008December


6.8225



6.8539



6.8842



6.82252009January


6.8392



6.8360



6.8403



6.8225February


6.8395



6.8363



6.8470



6.8241March


6.8329



6.8360



6.8438



6.8240April


6.8180



6.8304



6.8361



6.8180May


6.8278



6.8235



6.8326



6.8176June (through June 5)


6.8329



6.8304



6.8331



6.8264     (1)
    
    Source: Federal Reserve Bank of New York for December 2008 and
    prior periods and H.10 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    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 affect on our profitability and results of
    operations.
     5




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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.
    A
    significant reduction in or discontinuation of government
    subsidies and economic incentives may have a material adverse
    effect on our results of operations.
     6




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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.
        Our
    failure to obtain polysilicon at acceptable prices could
    adversely affect our business, financial condition and results
    of operations.
   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.
         9




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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.
    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 many of our polysilicon
    suppliers and 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 also require PRC regulatory approvals
    in order for such funds to be transferred to our subsidiaries,
    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 lawsuits
    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 establish in-house polysilicon manufacturing
    capacity on a timely basis or at all.
  start-up
  
    the need to procure polysilicon production equipment at
    reasonable costs and on a timely basis;
    the need to procure supplies of consumables and other materials
    at reasonable costs and on a timely basis;
    the need to raise additional funds to finance our purchase of
    equipment and the construction of manufacturing facilities on
    reasonable terms;
    construction 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 required permits and approvals for our
    plant construction and operations, including but not limited to
    environmental approvals, by relevant government authorities. 12




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We
    have no prior experience in polysilicon production and may not
    be successful in producing polysilicon
    cost-effectively.
      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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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.
    We
    have limited insurance coverage and may incur losses resulting
    from product liability claims, business interruption or natural
    disasters.
   15




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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.
    The
    practice of requiring our customers to make advance payments
    when they place orders with us has diminished, we have
    experienced and will continue to experience increased needs to
    finance our working capital requirements and are exposed to
    increased credit risk.
    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; 16




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
    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;
    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.
      
    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.   17




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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.
       18




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Our
    substantial indebtedness could adversely affect our business,
    financial condition and results of operations, as well as our
    ability to meet any of our payment obligations under the
    debentures and our other debt.
      
    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
    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.
   19




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We
    have significant short-term borrowings outstanding, and we may
    not be able to obtain extensions when they mature.
      Most
    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.
     20




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##### Table of Contents



Our
    controlling 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, our
    principal operating entity, from which we currently derive
    substantially all of our revenue and earnings, 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.
         21




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##### Table of Contents



We may
    not be able to obtain adequate funding to acquire the equity
    interest in Tianwei Yingli held by Tianwei
    Baobian.
    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
    acquirer of the parent of our minority partner in Tianwei Yingli
    or any affiliate of such acquirer engages in sanctioned
    activities inconsistent with the laws and policies of other
    countries, some of our shareholders may divest our shares and
    prospective investors may decide not to invest in our
    shares.
   22




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##### Table of Contents



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.
    The
    grant of employee share options and other share-based
    compensation could adversely affect our net
    income.
  Share-Based
    Payment
  New
    labor laws in the PRC may adversely affect our results of
    operations.
    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.
   23




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##### Table of Contents



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.
     24




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##### Table of Contents



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.
   25




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##### Table of Contents



Compliance
    with environmental regulations can be expensive, and
    noncompliance with these regulations may result in adverse
    publicity, potentially significant monetary damages and fines
    and supervision of our business operations.
    The
    ordinary shares underlying our ADSs purchased or received upon
    the conversion of the convertible notes could become redeemable
    by us without your approval.
    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
   26




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##### Table of Contents



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.
    If a
    poll is not demanded at our shareholder meetings, voting will be
    by show of hands and shares will not be proportionately
    represented.
   27




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##### Table of Contents



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.     28




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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
  Recent
    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
 29




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##### Table of Contents



Dividends
    we may receive from our operating subsidiaries located in the
    PRC may be subject to PRC withholding tax.
    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.
   30




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##### Table of Contents



Dividend
    payable by us to non-PRC holders of our ordinary shares or ADS
    and gain on the sale of our ordinary shares or ADSs may become
    subject to taxes under PRC tax laws.
      Restrictions
    on currency exchange may limit our ability to receive dividends
    from Tianwei Yingli, Yingli China and Yingli Beijing 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.
   31




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##### Table of Contents



We
    rely principally on dividends and other distributions on equity
    paid by our PRC operating subsidiaries, including Tianwei Yingli
    and Yingli China, and limitations on their ability to pay
    dividends to us could have a material adverse effect on our
    business and results of operations.
      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.
   32




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##### Table of Contents



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.
   33




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##### Table of Contents



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.
   34




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##### Table of Contents



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.    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.
   35




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##### Table of Contents



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.
      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.
     36




---



##### Table of Contents



You
    may have difficulty enforcing judgments obtained against
    us.
    Item 4.
    Information
    on the Company  A.
    History
    and Development of the Company  History
     37




---



##### Table of Contents



312) 8929-700 (86 312) 3151-880.
      Restructuring
   38




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##### Table of Contents




    On June 7, 2006, Yingli Power was established in the
    British Virgin Islands by its sole shareholder,
    Mr. Liansheng Miao;
    On August 7, 2006, in connection with the incorporation of
    Yingli Green Energy, Yingli Power subscribed for 50 million
    of our ordinary shares at par value of US$0.01 per share and
    became our sole shareholder. On September 25, 2006, Yingli
    Power subscribed for an additional 9.8 million of our
    ordinary shares for a consideration of US$0.1 million;
    On August 9, 2006, Yingli Group and Tianwei Baobian made
    additional equity contributions to Tianwei Yingli, as a
    result of which, (i) the registered capital of Tianwei
    Yingli was increased from RMB 75 million to RMB
    100 million; (ii) Yingli Group increased its equity
    interest in Tianwei Yingli from 49% to 51%; and (iii) the
    equity interest of Tianwei Baobian in Tianwei Yingli was
    correspondingly decreased from 51% to 49%;
    On August 25, 2006, we entered into a Sino-foreign equity
    joint venture company contract with Tianwei Baobian under which
    we granted to Tianwei Baobian a right to subscribe for newly
    issued ordinary shares of us in exchange for all but not part of
    Tianwei Baobians equity interest in Tianwei Yingli.
    Tianwei Baobian may exercise this subscription right only after
    certain conditions (as described below) are satisfied; and
    On September 5, 2006, Yingli Group transferred all of its
    51% equity interest in Tianwei Yingli to us in a transaction
    between entities under common control for cash consideration of
    approximately RMB 134.6 million (US$17 million as
    translated at the applicable rate at the historical transaction
    date). As a result of such transfer, Tianwei Yingli became our
    subsidiary. For financial statements reporting purposes, Tianwei
    Yingli is deemed to be our predecessor.  Private
    Equity Investments and Other Financings Following the
    Restructuring
  
    On September 28, 2006, we issued to Inspiration Partners
    Limited 8,081,081 Series A preferred shares for an
    aggregate purchase price of approximately US$17.0 million.
    On the same date, we also issued to TB Management Ltd., an
    affiliate of Inspiration Partners Limited, a warrant to purchase
    678,811 of our ordinary shares at an exercise price of US$2.10
    per share, which has since been transferred to its affiliate,
    Fairdeal Development Ltd., and which was exercised on
    May 23, 2007. All outstanding Series A preferred
    shares held by Inspiration Partners Limited were automatically
    convertible into our ordinary shares upon the completion of our
    initial public offering at a conversion ratio of
    one-to-one,
    subject to certain anti-dilution provisions. The proceeds from
    the issuance and sale of the Series A preferred shares were
    used to finance the transfer to us of the 51% equity interest in
    Tianwei Yingli held by Yingli Group. Upon the completion of our
    initial public offering, all of our Series A preferred
    shares were converted into our ordinary shares on a
    one-for-one
    basis.
    On November 13, 2006, we issued interest-bearing mandatory
    redeemable bonds and mandatory convertible bonds to Yingli Power
    in the aggregate principal amount of US$85 million and at
    an issue price equal to 98.75% of such aggregate principal
    amount. The mandatory redeemable bonds in the principal amount
    of US$38 million were required to be redeemed at their
    principal amount upon the completion of our initial public
    offering. The mandatory convertible bonds in the principal
    amount of US$47 million were automatically convertible into
    our equity interest at an aggregate value equal to the value of
    a 3.73% effective equity interest in Tianwei Yingli at the time
    of the conversion upon the completion of our initial public
    offering. The net proceeds from these bonds were used
    (i) up to US$62 million, to increase our equity
    interest in Tianwei Yingli from 53.98% to 62.13% (which event
    occurred on December 18, 2006), (ii) up to
    US$17 million, to further increase our equity interest in
    Tianwei Yingli, (iii) US$4.5 million to be held in a
    restricted account to be used to service the first three
    interest payments falling due under these bonds and
    (iv) the remaining proceeds for general corporate purpose
    and working capital. Upon the completion of our initial public
    offering in June 2007, we redeemed the mandatory redeemable
    bonds and issued 5,340,088 of our ordinary shares to Yingli
    Power upon conversion of the mandatory convertible bonds. 39




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##### Table of Contents




    In connection with the issuance of these bonds, on
    November 13, 2006, our controlling shareholder,
    Yingli Power, issued to Deutsche Bank AG, Singapore Branch,
    floating rate notes in the aggregate principal amount of
    US$85 million and at an issue price equal to 98.75% of such
    aggregate principal amount. The floating rate notes consisted of
    US$55 million mandatory redeemable notes and
    US$30 million mandatory exchangeable notes exchangeable
    into equity interests in us at an aggregate value substantially
    equal to the value of a 3.73% equity interest in Tianwei Yingli
    at the time of the exchange upon the completion of our initial
    public offering, the terms of which (other than the allocation
    of the principal amounts between the redeemable and convertible
    or exchangeable portions) were substantially similar to the
    terms of the mandatory redeemable bonds and the mandatory
    convertible bonds issued by us to Yingli Power. Yingli Power
    used the proceeds from the issuance of the floating rate notes
    to subscribe for the mandatory redeemable bonds and the
    mandatory convertible bonds issued by us. Yingli Power pledged
    to Deutsche Bank AG, Singapore Branch all of its then existing
    equity interest in us and its other tangible and intangible
    asset as collateral for its obligations under these floating
    rate notes. Upon the completion of our initial public offering
    in June 2007, Yingli Power redeemed the mandatory redeemable
    notes and delivered 4,612,816 of our ordinary shares to Deutsche
    Bank AG, Singapore Branch, and several underlying investors of
    these notes upon exchange of the mandatory exchangeable notes.
    On October 10, 2006, we amended the joint venture contract
    with Tianwei Baobian to make an equity contribution of
    US$17 million to Tianwei Yingli. The equity contribution
    was consummated on November 20, 2006, which increased our
    equity interest in Tianwei Yingli to 53.98% from 51%. This
    equity contribution was funded with advance payments in an
    aggregate amount of US$17 million from three of our
    Series B preferred shareholders described below.
    On November 13, 2006, we further amended the joint venture
    contract with Tianwei Baobian to make an additional equity
    contribution of US$62 million to Tianwei Yingli. The equity
    contribution was consummated on December 18, 2006 and was
    funded with proceeds from the issuance of the mandatory
    convertible bonds and the mandatory redeemable bonds. This
    equity contribution increased our equity interest in Tianwei
    Yingli to 62.13% from 53.98%.
    During the period from December 20, 2006 through
    January 13, 2007, we issued to Baytree Investments
    (Mauritius) Pte Ltd, or Baytree Investments, an affiliate of
    Temasek Holdings (Private) Limited, and 13 other investors,
    including J.P. Morgan Securities Ltd., a total of
    24,405,377 Series B preferred shares for an aggregate
    purchase price of US$118 million, or at US$4.835 per share.
    Upon our initial public offering, all of our Series B
    preferred shares were converted into our ordinary shares on a
    one-for-one
    basis.
    On December 18, 2006, we further amended the joint venture
    contract with Tianwei Baobian for us to make an additional
    equity contribution of US$118 million to Tianwei Yingli.
    The equity contribution was consummated on June 20, 2007
    and was funded with proceeds from the Series B and the
    other financings. This equity contribution increased our equity
    interest in Tianwei Yingli to 70.11% from 62.13%.
    On September 28, 2007, we further amended the joint venture
    contract with Tianwei Baobian to make an additional equity
    contribution of the U.S. dollar equivalent of RMB
    1,750.84 million to Tianwei Yingli, increasing Tianwei
    Yinglis registered capital from RMB 1,624.38 million
    to RMB 3,375.22 million. The equity contribution was
    consummated on March 14, 2008 and was funded with part of
    the proceeds from our initial public offering. This equity
    contribution increased our equity interest in Tianwei Yingli to
    74.01% from 70.11%.
    In connection with a convertible loan to Tianwei Yingli from
    China Foreign Economic and Trade & Investment Co.,
    Ltd., or FOTIC, a trust and investment company established in
    China, FOTIC acted as a nominee for certain third-party
    individuals. This convertible loan was made on May 17,
    2006. Under a repayment and termination agreement dated
    December 29, 2006 among Tianwei Yingli, FOTIC,
    China Sunshine Investment Co., Ltd., or China Sunshine, a
    British Virgin Islands investment holding company, and us,
    Tianwei Yingli repaid the convertible loan in the principal
    amount of RMB 85.6 million plus accrued interest of RMB
    4.3 million on December 29, 2006. As a condition of
    repayment, under the repayment and termination agreement, we
    issued on December 29, 2006 to China Sunshine a warrant to
    purchase 2,068,252 of our ordinary shares at an exercise price
    of US$4.835 per share. On February 2, 2007, 40




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##### Table of Contents



China Sunshine fully exercised this warrant at an exercise price
    per share of US$4.835 and purchased 2,068,252 of our ordinary
    shares.  Our
    Initial Public Offering
    Our
    Convertible Senior Notes Offering and Secondary
    Offering
    Our
    Guaranteed Senior Secured Convertible Notes
    ADM
    Capital Warrants
    Joint
    Venture Contract
      Tianwei
    Yinglis Management Structure
  Board of
    Directors
   41




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##### Table of Contents




    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. 42




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##### Table of Contents



Senior
    Management
    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.   43




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##### Table of Contents



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.  Our
    Additional Contribution to Tianwei Yinglis Registered
    Capital with Proceeds from our Public Offering or Private
    Placements
   44




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##### Table of Contents



(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
    Approval
    by the Board and the Relevant PRC Authority
     45




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##### Table of Contents



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;
    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 46




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##### Table of Contents




    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
       47




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##### Table of Contents



Our
    Products and Services
    Polysilicon
    Ingots and Blocks
    Polysilicon
    Wafers
  ramp-up
  PV
    Cells
     48




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##### Table of Contents



PV
    Modules
    OptimumMaximum


OperatingDimensions

Weight


Power


Voltage(mm x mm)

(Kilograms)


(Watts)


(Volts)1310 x 990


15.8



150  185



231335 x 990


16.3



150  185



231650 x 990


19.8



200  230



291650 x 1030


20.1



200  230



29   Integrated
    PV Systems
  on-site on-site start-up. start-up
  Manufacturing
    Manufacturing
    Process
  Polysilicon Ingots.
 49




---



##### Table of Contents



Blocks and Wafers.
  PV Cells.
    
  PV Modules.
    
  PV Systems.
 50




---



##### Table of Contents



on-site. on-site
  Manufacturing
    Capacity Expansion
      As of December 31,2006


2007


2008(Megawatts)Ingot and wafers


95



200



400PV cells


60



200



400PV modules


100



200



400   Raw
    Materials
      Polysilicon.
     51




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##### Table of Contents



Quality
    Control
      Certification or Test Dates

Certification or Test Standard

Relevant ProductsFebruary 2004, and renewed in December 2006

ISO 9001: 2000 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 manufacture of PV application system controller,
    integrated inverter and controller; the manufacture of
    multicrystalline polysilicon wafers, crystalline silicon PV
    cells and modules 52




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##### Table of Contents



Certification or Test Dates

Certification or Test Standard

Relevant ProductsApril 2004 and renewed in December 2006

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 modulesJune 2004, December 2004, June 2005, December 2005, June 2006,
    January 2007, February 2007 and May 2009

IEC 61215: 1993 test standard, administered by Arizona State
    University Photovoltaic Testing Laboratory. An international
    test standard recognized by the United States for crystalline
    silicon PV modules, providing assurance that the product is
    reliable and durable.

Certain models of PV modulesAugust 2004, July 2005, January 2006, February 2007, May 2007,
    July 2007, June 2008 and May 2009

TÜV certification, conducted by TÜV Immissionsschutz
    und Energiesysteme GmbH, an independent approval agency in
    Germany, against the requirements of Safety Class II Test
    on PV modules.

Certain models of PV modulesJanuary 2007

ISO 14001 certification for environment management system.

Manufacturing of wafer, cell, module and related services;
    design, manufacturing of PV system, inverter and related
    services and administration.   Markets
    and Customers
     53




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##### Table of Contents



Sales and
    Marketing
        Customer
    Support and Services
      Intellectual
    Property
   54




---



##### Table of Contents



Competition
         55




---



##### Table of Contents



Environmental
    Matters
      Insurance
    PRC
    Governmental Regulations
   56




---



##### Table of Contents



Renewable
    Energy Law and Other Government Directives
                 57




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##### Table of Contents



Environmental
    Regulations
        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
   58




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59




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##### Table of Contents



Value
    Added Tax
    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 Foreign Investment Enterprise Law (1986), as amended; and
    the Administrative Rules under the Foreign Investment Enterprise
    Law (2001). 60




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##### Table of Contents



Regulation
    of Foreign Exchange in Certain Onshore and Offshore
    Transactions
         61




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Regulations
    of Employee Share Options
     62




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##### Table of Contents



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 Group Limited, or 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 Holding Company Limited
    is investment in polysilicon manufacturing, provision of
    financing services and execution of other commercial and
    financing activities.(8)
    
    The principal business of Yingli Green Energy Americas, Inc. is
    the sale and marketing of PV products and relevant accessories
    and investments in renewable energy projects.(9)
    
    The principal business of Yingli Capital is investment in
    renewable energy, provision of financing services and execution
    of other commercial and financing activities.(10)
    
    The principal business of Yingli Europe is the sale and
    marketing of PV products and relevant accessories in Europe.(11)
    
    The principal business of Yingli Greece is the production, sale
    and marketing of PV products and relevant products in Greece,
    Cyprus, the Balkans and the Middle East. 63




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##### Table of Contents



(12)
    
    The principal business of Yingli Beijing is the sale and
    manufacture of PV modules and PV system.(13)
    
    The principal business of Yingli China is the research,
    manufacture, sale and installation of renewable energy products.(14)
    
    The principal business of Chengdu Yingli is the sale of PV
    modules and PV systems.(15)
    
    The principal business of Tibetan Yingli is assembly of PV
    modules and sale and installation of PV systems. The remaining
    50% equity interest of Tibetan Yingli is owned, as to 30%, by
    Weiping Yu, vice chairperson of Tibetan Yingli and, as to the
    other 20%, by Tibetan Energy Demonstration Center, an entity
    wholly owned by the Tibetan Bureau of Technology, a Tibetan
    government agency. Tibetan Yingli was initially established as a
    joint venture enterprise with the Tibetan Bureau of Technology,
    through the Tibetan Energy Demonstration Center, in order to
    comply with a mandate of the Tibetan government to foster
    regulated competition in its solar energy industry. Neither
    Mr. Yu nor Tibetan Energy Demonstration Center is otherwise
    affiliated with us.(16)
    
    The principal business of Yingli HK Trading is the sale of PV
    products and purchase of raw materials.(17)
    
    The principal business of YGE International Trading is the sale
    of PV products and purchase of raw materials.(18)
    
    Fine Silicon Co., Ltd. is a development stage company with plans
    to manufacture and sell solar-grade polysilicon.(19)
    
    The principal business of Yingli Hong Kong is investment in
    renewable energy, provision of financing services and execution
    of other commercial and financing activities.(20)
    
    The principal business of Yingli Shuntong is the provision of
    freight logistics services.(21)
    
    The principal business of Beijing Gelin Science and Electronics
    Technologies Co., Ltd. is the research, development and
    manufacture of solar or wind energy power generation equipment
    and related products and systems and technology consultation,
    sale and servicing of products.(22)
    
    The principal business of Tibetan Keguang is the assembly of PV
    modules.  D.
    Property,
    Plant and Equipment         64




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Item 4A.
    Unresolved
    Staff Comments    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.
  The following discussion and analysis of our financial
    condition and results of operations includes a summary of the
    unaudited combined results of operations of us and our
    predecessor, Tianwei Yingli, for the periods indicated. In our
    discussion of the results for the year ended December 31,
    2006, we refer to certain line items in the statement of income
    as combined for comparative purposes. These combined
    amounts represent the addition of the amounts for certain income
    statement line items of Tianwei Yingli, our predecessor, for the
    period from January 1, 2006 through September 4, 2006,
    and the amounts for the corresponding income statement line
    items of us, for the period from August 7, 2006 (date of
    inception) through December 31, 2006. For the period from
    August 7, 2006 (date of inception) through
    September 4, 2006, during which the financial statements of
    the predecessor and those of Yingli Green Energy overlap, Yingli
    Green Energy did not engage in any business or operations. The
    unaudited combined financial data for the year ended
    December 31, 2006 do not comply with U.S. GAAP or the
    rules relating to pro forma presentation. We are including these
    unaudited combined amounts to supplementally provide information
    which we believe will be helpful to gaining a better
    understanding of our results of operations and improve the
    comparative
    period-to-period
    analysis. These unaudited combined amounts do not purport to
    represent what our results of operations would have been in such
    periods if Yingli Group had transferred its 51% equity interest
    in Tianwei Yingli to us on January 1, 2006.
  A.
    Operating
    Results  Overview
     65




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
    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
     66




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##### Table of Contents



Availability
    and Accessibility of Financing for Solar Energy
    Applications
    Capacity
        Competition
    and Product Pricing
     67




---



##### Table of Contents



Availability
    and Price of Polysilicon
           68




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##### 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; 69




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##### Table of Contents




    sales of PV systems, which consist of sales of PV systems and
    related installation services; and
    other revenues, which consist primarily of occasional sales of
    substandard PV cells, wafers and raw materials and to a lesser
    extent, sales from processing PV cells into PV modules for
    third-party vendors.    For the Year Ended December 31,2006(1)


2007


2008% of Total





% of Total








% of TotalRMB


Net Revenues


RMB


Net Revenues


RMB


US$


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


1,530,585



93.4
%


4,015,788



98.9
%


7,455,790



1,091,358



98.6
%Sales of PV systems


15,227



0.9



1,952



0.1



27,584



4,043



0.4Other revenues


92,969



5.7



41,583



1.0



79,641



11,673



1.0Total net revenues


1,638,781



100.0
%


4,059,323



100.0
%


7,553,015



1,107,074



100
%     (1)
    
    Represents the addition of the amounts for the specified line
    items of Tianwei Yingli, our predecessor, for the period from
    January 1, 2006 through September 4, 2006 and the
    amounts for the corresponding line items of Yingli Green Energy,
    for the period from August 7, 2006 (date of inception)
    through December 31, 2006. The presentation of such
    combined financial data is not in accordance with U.S. GAAP. For
    the period from August 7, 2006 (date of inception) through
    September 4, 2006, during which the financial statements of
    the predecessor and those of Yingli Green Energy overlap, Yingli
    Green Energy did not engage in any business or operations.     70




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For the Year Ended December 31,2006(1)


2007


2008% of Total





% of Total





% of TotalCountry/Region

Revenues


Revenues


Revenues


Revenues


Revenues


RevenuesRMB





RMB


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


1,009,675



61.2
%


889,036



21.9
%


3,118,713



457,122



41.3
%Spain


236,069



14.3



2,606,125



64.2



3,041,767



445,844



40.3Italy


1,610



0.1



292,836



7.2



95,237



13,959



1.2France










556







291,814



42,772



3.9Belgium










2,507



0.1



58,716



8,606



0.8Others


86,842



5.3



3,854



0.1



26,899



3,943



0.3Subtotal  Europe


1,334,196



80.9



3,794,914



93.5



6,633,146



972,246



87.8China


80,969



4.9



61,098



1.5



186,488



27,334



2.5Hong Kong


154,585



9.4



103,794



2.6











United States


40,577



2.4



36,182



0.9



127,743



18,724



1.7Japan










55,949



1.4



309,421



45,353



4.1South Korea










2,045







287,193



42,095



3.8Other countries


39,816



2.4



5,347



0.1



9,024



1,322



0.1Total revenues


1,650,143



100.0
%


4,059,329



100.0
%


7,553,015



1,107,074



100.0
%Sales tax and surcharge


(11,362
)






(6
)










Total net revenues


1,638,781







4,059,323







7,553,015



1,107,074     (1)
    
    Represents the addition of the amounts for the specified line
    items of Tianwei Yingli, our predecessor, for the period from
    January 1, 2006 through September 4, 2006, and the
    amounts of the corresponding line items of Yingli Green Energy,
    for the period from August 7, 2006 (date of inception)
    through December 31, 2006. The presentation of such
    combined financial data is not in accordance with U.S. GAAP. For
    the period from August 7, 2006 (date of inception) through
    September 4, 2006, during which the financial statements of
    the predecessor and those of Yingli Green Energy overlap, Yingli
    Green Energy did not engage in any business or operations.    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 used to
    be less than the production capacities for our wafers and PV
    modules, we used 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 71




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PV modules. The cost of producing PV cells through a toll
    manufacturing arrangement is typically higher than the cost of
    producing them in-house. Having attained overall annual
    manufacturing capacity for each of polysilicon ingots and
    wafers, PV cells and PV modules of 200 megawatts in July 2007
    and further to 400 megawatts in September 2008, our PV cell
    production has reached the same level as our wafer and PV module
    production through the
    ramp-up of
    our manufacturing capacity. Therefore, we expect to use toll
    manufacturing arrangements only in limited circumstances, such
    as to fill potential shortfalls in manufacturing capacity along
    the product chain until the disparity between our wafer
    manufacturing capacity and the PV cell manufacturing capacity is
    resolved.  
    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 motor vehicles, four 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 600 megawatts in the third quarter of 2009 and the
    establishment of our in-house polysilicon manufacturing
    facilities.
    Warranty Cost.  Currently, our PV modules sold
    to customers outside of China typically carry a five-year
    limited warranty for defects in materials and workmanship,
    although historically our PV modules were typically sold with a
    two-year limited warranty for such defects. In addition, our PV
    models typically carry a ten-year and twenty-five-year limited
    warranty against declines of more than 10.0% and 20.0%,
    respectively, from the initial power generation capacity at the
    time the product is sold. These warranties require us to fix or
    replace the defective products. We currently accrue the
    equivalent of 1% of gross revenues for potential warranty
    obligations. In 2008, we recognized warranty expense of RMB
    74.0 million (US$10.9 million).      Gross
    Profit and Gross Margin
     72




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Operating
    Expenses
    
    Selling Expenses,which consist primarily of advertising
    costs, salaries and employee benefits of sales personnel,
    sales-related travel and entertainment expenses, 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 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, bad debt expenses, 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, including improving the technical know-how to
    produce ingots and wafers with a higher proportion of
    polysilicon scraps without compromising the conversion
    efficiency of our PV cells and modules. 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.  Taxation
     73




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Accounting
    for Minority Interests
  Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51,
  Critical
    Accounting Policies
   74




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Significant
    Factors, Assumptions and Methodologies Used in Determining the
    Fair Value of Series A and B Preferred Shares and
    Warrants
             75




---



##### Table of Contents



E-Ton
           76




---



##### Table of Contents



AdditionalSeries A Warrant

Series B Warrants

Sunshine Warrant

Series B WarrantsFair value of ordinary shares at issuance date

US$2.04

US$4.74

US$4.74

US$11.00Expected warrant term

0.59 year

0.28 year

0.12 year

0.17 yearExpected volatility

58%

47%

42%

56%Risk-free interest rate

5.04%

5.05%

5.20%

5.06%Expected dividend rate

0%

0%

0%

0%           
    in November 2006, we successfully completed the issuance of
    mandatory redeemable bonds and mandatory convertible bonds for
    an aggregate principal amount of US$85 million, which were
    used primarily to purchase 150 tons of polysilicon in November
    and December 2006 and satisfy US$32.6 million of prepayment
    obligations payable in December 2006 under two long-term
    polysilicon supply contracts 77




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##### Table of Contents



with Wacker Chemie AG. The execution of these contracts and
    other bulk purchases improved our ability to secure the
    requisite amount of polysilicon and supported the credibility of
    our output projections and our confidence to obtain necessary
    polysilicon supply for 2007 and onwards, which in turn helped to
    improve our valuation from the time of the issuance of the
    Series A preferred shares in September 2007 to the time of
    the issuance of the Series B preferred shares in December
    2006;  
    in November 2006, we entered into a large sales contract with
    Acciona Energía, S.A., one of our key customers in Spain,
    for the delivery of an aggregate of 42 megawatts of PV modules
    until 2008, which helped to further strengthen our competitive
    position, improve the accuracy of our average selling price
    projections, further justify our capacity expansion plan and
    support our revenue projections. Such contract may not be
    unilaterally terminated by Acciona Energía, except in
    limited circumstances, such as bankruptcy of us or a breach of
    the contract which remains uncured for 60 days after notice
    thereof;
    the prices of polysilicon we were able to obtain under these
    long-term polysilicon supply contracts also supported our belief
    that the polysilicon price over the long term would fall
    significantly and, as a result, our gross profit margin would
    improve over the long term;
    we were able to hire the chief financial officer, chief
    operating officer, chief technology officer and financial
    controller, who helped us to enhance our management capabilities
    and to execute our business plan; and
    in light of the greater immediacy of our public offering and the
    paucity of successful initial public offerings by issuers with
    principal operating subsidiaries in China from September 2006
    through December 2006, we adjusted down the weighted average
    cost of capital by 2% from September 2006 through December 2006
    as the cost of equity had been reduced.    Accrued
    Warranty Obligations
     78




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##### Table of Contents



For the Year Ended December 31,2006


2007


2008RMB


RMB


US$RMB(In thousands)Beginning balance


5,014



20,686



60,780



8,909Product warranty expense


15,672



40,094



74,036



10,852Warranty cost incurred or claimed










(11,167
)


(1,637
)Total accrued warranty liability


20,686



60,780



123,649



18,124Accrued warranty cost, current portion


1,447



4,248



8,957



1,313Accrued warranty cost, excluding current portion


19,239



56,532



114,692



16,811   Long-Lived
    Assets
         79




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##### Table of Contents



Share-Based
    Compensation
  Share-Based Payment
    
    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.   80




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##### Table of Contents



WeightedWeighted


AverageAverage


Remaining


AggregateNumber of


Exercise


Contractual


IntrinsicShares


Price


Term


ValueOutstanding as of August 7, 2006






Granted


610,929


US$
2.10Exercised






Forfeited or expired






Outstanding as of December 31, 2006


610,929


US$
2.10Granted


815,700


US$
23.65Exercised






Forfeited or expired






Outstanding as of December 31, 2007


1,426,629


US$
14.42Granted


2,979,584


US$
8.48Exercised






Forfeited or expired


(43,000
)

US$
19.37Outstanding as of December 31, 2008


4,363,213


US$
10.32



9.30 years


US$
7,312,298Exercisable as of December 31, 2008


521,792


US$
10.76



8.41 years


US$
1,197,601   No. 96-18, Accounting for Equity Instruments that are Issued to Other
    Than Employees for Acquiring, or in Conjunction with Selling,
    Goods or Services
 81




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##### Table of Contents



E-Ton
     82




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
    from December 26, 2006 to June 7, 2007, we had entered
    into three sales contracts with Unitec Europa, S.A., Sinolink
    Development Limited and Laxtron Energías Renovables to
    deliver an aggregate of over 40 megawatts of PV modules in
    2007, which increased our estimated sales in 2007 to be secured
    contractually from approximately 70 megawatts of PV modules as
    of December 28, 2006 to approximately 110 megawatts as of
    May 18, 2007;
    from December 28, 2006 to June 7, 2007, we had secured
    additional supply of polysilicon. In April 2007, we entered into
    a new supply agreement with Sichuan Xinguang Silicon Science and
    Technology Co., Ltd., a PRC silicon manufacturer, to satisfy a
    significant portion of our estimated polysilicon needs for 2007
    and 2008 and further enhanced the credibility of our output
    projections for 2007 and 2008, as well as several other supplier
    contracts in 2007. As a result, we secured as of April 30,
    2007 approximately 930 tons of our estimated polysilicon needs
    for 2007 and approximately 1,000 tons of our estimated
    polysilicon needs for 2008. In contrast, as of December 28,
    2006, we secured approximately 380 tons of our estimated
    polysilicon needs for 2007 and nil tons for our estimated
    polysilicon needs for 2008;
    in March 2007, we successfully added another 30 megawatts cell
    production capacity which enabled us to reach the current PV
    cell production capacity of 90 megawatts. This addition in PV
    cell production capacity enhanced the parity of production
    capacity at each of our entire supply chain and reduced the need
    to enter into toll manufacturing arrangements with third-party
    toll manufacturers, which are more expensive than
    in-house
    production;
    from January 2007 through March 2007, we obtained additional
    banking facilities in the amount of RMB 441.7 million
    (US$60.5 million), sufficient for us to fund the
    construction for new production facilities for the silicon
    ingots and wafers, PV cells and PV modules for up to 100
    megawatts each as well as the related power generation system
    until the end of June 2007. The availability of additional
    funding for capacity expansion increased the likelihood of
    achieving our output target for 2007 and 2008, as well as sales
    targets for 2007 and 2008, which in turn helped to improve our
    valuation. In addition, the production equipment had been
    delivered on schedule;
    in April 2007, we arranged for three individuals to become our
    independent directors upon completion of our initial public
    offering to help us improve our corporate governance and
    internal controls. In April 2007, we also hired a vice president
    with extensive experience in the silicon ingots and wafers
    production process and an assistant financial controller with
    knowledge of and experience in the areas of U.S. GAAP and
    internal control over financial reporting;
    from December 28, 2006 to June 7, 2007, governments in
    certain of our key overseas markets announced plans to promote
    the use of alternative and renewable energy sources, which is
    likely to improve the demand prospects for PV products
    significantly over the long term. These plans include the Energy
    Action Plan adopted by the European Council in March 2007,
    which, among others, set a binding target for the European Union
    to increase the percentage of energy consumption based on
    renewable energy sources to 20% of overall energy consumption in
    the European Union and to increase the percentage of biofuels
    used in the transport fuel consumed in the European Union to 10%
    of such transport fuel, in each case by 2020. In addition, the
    United States also announced a plan in January 2007 to seek a
    20% reduction in gasoline consumption in the United States by
    2017, which would likely require, among others, the use of
    approximately 35 billion gallons of renewable and
    alternative fuels. We believe the positive growth outlook for
    our products as a result of such government plans in turn
    improved our valuation;
    from December 28, 2006 to June 7, 2007, the stock
    prices of listed PV companies in general, including the
    11 companies comparable to us that we examined in
    connection with the valuation performed by us with the 83




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##### Table of Contents



assistance of American Appraisal, improved significantly. For
    example, the aggregate market capitalization of the
    11 companies increased by approximately 30% from
    January 1, 2007 through May 8, 2007, based on an
    average increase of average closing stock prices during the same
    period. We believe that the favorable movements of the stock
    prices of the PV companies since the beginning of 2007 are due
    to, among others, the government plans to expand the use of
    renewable energy sources as described above, news reports in
    April 2007 that the global solar grade silicon supply is
    expected to increase significantly starting in 2008 (which
    exceeded the typical industry estimates made in 2006), and
    continued technological advancements for producing cheaper PV
    modules on a per-watt basis, which in the aggregate would
    contribute to the growth in revenue and profits for PV product
    manufacturers. We also believe that the investor sentiment with
    respect to the PV company stocks were positively affected by the
    improvements in revenues and profits for several listed PV
    companies, such as Suntech Power Holdings and Solarworld AG. We
    believe that the strong stock price performance of the PV
    product manufacturers in general, including the 11 comparable
    companies we examined for purposes of valuation and several
    newly listed PV product manufacturers with operations primarily
    in China, further justify adjusting upwards the fair value of
    our ordinary shares; and  
    in determining the initial public offering price of US$11.00 per
    share, we utilized the market approach, as compared to a
    weighted average of the income approach and market approach,
    which we used in determining the fair value of US$4.74 per share
    on December 28, 2006. We believed that applying the market
    approach best reflected our anticipated pricing for our initial
    offering. The most significant factors that led to an increase
    in the fair value of our ordinary shares from US$4.74 per share
    as of December 28, 2006 to US$11.00 per share, the initial
    public offering price of our ordinary shares, were: (i) the
    utilization of our estimated 2008 EBIT for purposes of
    calculating the initial public offering price for our initial
    public offering versus the utilization of 2007 EBIT for purposes
    of determining the fair value of US$4.74 per ordinary share as
    of December 28, 2006 and (ii) in light of the market
    factors described above, an increase by 75% in the multiple
    applied to such EBIT from December 28, 2006 for purposes of
    calculating the fair value of our ordinary shares as of
    June 7, 2007 for purposes of calculating the initial public
    offering price for our initial public offering.    Valuation
    of Inventories
    Allowance
    for Doubtful Accounts
   84




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##### Table of Contents



Predecessor



Yingli Green EnergyFor the Period



For the Periodfrom January 1,



from August 7,2006 through



2006 throughSeptember 4,



December 31,


For the Year Ended December 31,2006



2006


2007


2008(In thousands of



(In thousands of


(In thousands of


(In thousands of


(In thousands ofRMB)



RMB)


RMB)


RMB)


US$)Balance at the beginning of the period


(1,776
)







(2,309
)


(2,618
)


(384
)Transfer of Tianwei Yingli to Yingli Green Energy







(2,309
)










Additions charged to bad debt expense


(533
)







(647
)


(938
)


(137
)Reversal of allowance for doubtful accounts















1,155



169Write-off of accounts receivable charged against the allowance











338



1,415



208Balance at the end of the period


(2,309
)



(2,309
)


(2,618
)


(986
)


(144
)   Results
    of Operations
  period-to-period
   85




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##### Table of Contents



Yingli GreenEnergyPredecessor



For the


Combined


Yingli Green EnergyFor the



Period from August 7,


For the


For thePeriod from January 1, 2006 Through



2006 Through


Year Ended


Year EndedSeptember 4,



December 31,


December 31,


December 31,2006



2006


2006


2007


2008RMB


%



RMB


%


RMB


%


RMB


%


RMB


US$


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


856,499



96.9
%



674,086



89.3
%


1,530,585



93.4
%


4,015,788



98.9
%


7,445,790



1,091,358



98.6
%Sales of PV systems


905



0.1




14,322



1.9



15,227



0.9



1,952



0.1



27,584



4,043



0.4Other revenues


26,584



3.0




66,385



8.8



92,969



5.7



41,583



1.0



79,641



11,673



1.0Total net revenues


883,988



100.0
%



754,793



100.0
%


1,638,781



100.0
%


4,059,323



100.0
%


7,553,015



1,107,074



100
%Cost of revenues:Cost of PV modules sales


586,196



66.3
%



514,176



68.1
%


1,100,372



67.1
%


3,055,474



75.3
%


5,851,212



857,634



77.5
%Cost of PV systems sales


1,012



0.1




9,927



1.3



10,939



0.7



1,493







19,241



2,820



0.2Cost of other revenues


24,428



2.8




50,744



6.8



75,172



4.6



45,516



1.1



52,953



7,762



0.7Total cost of revenues


611,636



69.2
%



574,847



76.2
%


1,186,483



72.4
%


3,102,483



76.4
%


5,923,406



868,216



78.4
%Gross profit


272,352



30.8
%



179,946



23.8
%


452,298



27.6
%


956,840



23.6
%


1,629,609



238,858



21.6
%Operating expenses:Selling expenses


9,590



1.1
%



5,869



0.8
%


15,459



0.9
%


109,939



2.7
%


157,288



23,054



2.1
%General and administrative expenses


24,466



2.8




22,318



2.9



46,784



2.9



149,813



3.7



261,772



38,369



3.5Research and development expenses


3,665



0.4




19,471



2.6



23,136



1.4



17,545



0.4



57,249



8,391



0.7Total operating expenses


37,721



4.3
%



47,658



6.3
%


85,379



5.2
%


277,297



6.8
%


476,309



69,814



6.3
%Income from operations


234,631



26.5
%



132,288



17.5
%


366,919



22.4
%


679,543



16.7
%


1,153,300



169,044



15.3
%Equity in loss of an affiliate, net


(609
)


(0.1
)



(216
)






(825
)


(0.1
)


(1,109
)






(2,174
)


(319
)


Interest expense, net


(21,923
)


(2.4
)



(25,201
)


(3.3
)


(47,124
)


(2.8
)


(51,212
)


(1.3
)


(136,454
)


(20,001
)


(1.9
)Foreign currency exchange losses, net


(3,406
)


(0.3
)



(4,693
)


(0.6
)


(8,099
)


(0.5
)


(32,662
)


(0.8
)


(66,286
)


(9,716
)


(0.9
)Gain (loss) on debt extinguishment











(3,908
)


(0.6
)


(3,908
)


(0.2
)


















Other income



































6,090



893



0.1Income tax (expense) benefit(2)


(22,546
)


(2.6
)



(22,968
)


(3.0
)


(45,514
)


(2.8
)


(12,928
)


(0.3
)


5,588



819



0.1Income before minority interests(2)


186,147



21.1




75,302



10.0



261,449



16.0



581,632



14.3



960,064



140,720



12.7Minority interests(2)


76








(45,285
)


(6.0
)



(1)



(1)


(192,612
)


(4.7
)


(293,300
)


(42,990
)


(3.9
)Net income(2)


186,223



21.1
%



30,017



4.0
%



(1)



(1)


389,020



9.6
%


666,764



97,730



8.8
%     (1)
    
    This line item for the combined period is not presented because
    it is not comparable to the line item that would have been for
    such period if Yingli Group had transferred its 51% equity
    interest in Tianwei Yingli to us on January 1, 2006 because
    the minority interest for the period from August 7, 2006
    through December 31, 2006, which reflects the ownership of
    Tianwei Yingli not held by us, is not comparable or relevant to
    the results of operations of our predecessor.(2)
    
    Our previously reported unaudited 2008 financial results have
    been revised to reflect a decrease in the income tax benefit
    from RMB 19.5 million to RMB 5.6 million due to a
    revised calculation of deferred taxes resulting from a change in
    the enacted income tax rate from 15% to 25% for calendar years
    starting from 2012 in respect of Tianwei Yingli.  Year
    Ended 2008 Compared to Year Ended 2007
  Net Revenues.
 86




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Cost of Revenues.
    Gross Profit.
  Operating Expenses.
  
    Selling expenses.  Our selling expenses were
    RMB 157.3 million (US$23.1 million) in 2008, which
    significantly increased from RMB 109.9 million in 2007.
    This increase was primarily due to a significant 87




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increase in marketing activities for our PV modules to RMB
    50.0 million (US$7.3 million), an increase in
    personnel costs and the related share-based compensation to RMB
    19.2 million (US$2.8 million) in line with our
    business expansion in 2008 and an increase in amortization
    expenses to RMB 21.5 million (US$3.1 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 decreased to 2.1% in
    2008 from 2.7% in 2007.  
    General and Administrative Expenses.  Our
    general and administrative expenses were RMB 261.8 million
    (US$38.4 million) in 2008, which significantly increased
    from RMB 149.8 million in 2007. The increase in general and
    administrative expenses in 2008 was primarily due to a
    significant 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 104.5 million
    (US$15.3 million) and an increase in amortization expenses
    to RMB 34.9 million (US$5.1 million) for
    intangible assets relating to technology know-how which were
    allocated to general and administrative expenses, and increasing
    audit, legal and consulting fees. General and administrative
    expenses as a percentage of net revenues decreased to 3.5% in
    2008 from 3.7% in 2007.
    Research and Development Expenses.  Our
    research and development expenses were RMB 57.2 million
    (US$8.4 million) in 2008, compared to RMB 17.5 million
    in 2007. The increase in research and development expenses in
    2008 was primarily a result of increased volume of raw materials
    used in the research and development of the production of
    thinner, 180-micron wafers, reduction of breakage rates to
    generate higher yields and improvement of cell conversion
    efficiency rates. Research and development expenses as a
    percentage of net revenues were 0.7% in 2008 and 0.4% in 2007.  Income from Operations.
  Interest Expense, Net.
  Foreign Currency Exchange Loss.
  Income Tax Benefit (Expense).
  Minority Interest.
 88




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##### Table of Contents



Net Income.
  Year
    Ended December 31, 2007 Compared to the Period from
    January 1, 2006 through September 4, 2006 (the
    Predecessor Period in 2006) and the Period from
    August 7, 2006 (Date of Inception) through
    December 31, 2006
  Net Revenues.
       89




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Cost of Revenues.
    Gross Profit.
  Operating Expenses.
  
    Selling expenses.  Our selling expenses were
    RMB 109.9 million in 2007, which significantly increased
    from RMB 9.6 million for the predecessor period in 2006 and
    RMB 5.9 million in the period from August 7, 2006
    through December 31, 2006. This increase was primarily due
    to a significant increase in marketing activities for our PV
    modules, sales commissions of RMB 32.0 million paid to two
    sales agents in Spain, an increase in advertising expenses to
    RMB 24.5 million and an increase in amortization expenses
    to RMB 17.2 million for intangible assets consisting
    of customer relationship and backlog. To a lesser extent, the
    increase in selling expenses was also due to RMB
    11.1 million in expenses relating to exhibitions we
    participated in 2007, RMB 5.1 million in promotional
    expenses and RMB 1.7 million in share-based compensation
    expense. As a result, selling expenses as a percentage of net
    revenues increased to 2.7% for 2007 from 1.1% for the
    predecessor period in 2006 and 0.8% for the period from
    August 7, 2006 through December 31, 2006.
    General and Administrative Expenses.  Our
    general and administrative expenses were RMB 149.8 million
    in 2007, which significantly increased from RMB
    24.5 million in the predecessor period in 2006 and
    RMB 22.3 million in the period from August 7,
    2006 through December 31, 2006. The increase in general and
    administrative expenses in 2007 was primarily due to a
    significant increase in the number of administrative staff and
    the hiring of senior executive officers related to the expansion
    of our operations, RMB 24.8 million in share-based
    compensation expense, and an increase in amortization expenses
    to RMB 22.6 million for intangible assets relating to
    technology know-how which were allocated to general and
    administrative expenses. As a result, general and administrative
    expenses as a percentage of net revenues increased to 3.7% in
    2007 from 2.8% for the predecessor period in 2006 and 2.9% for
    the period from August 7, 2006 through December 31,
    2006. 90




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##### Table of Contents




    Research and Development Expenses.  Our
    research and development expenses were RMB 17.5 million in
    2007, compared to RMB 3.7 million in the predecessor period
    in 2006 and RMB 19.5 million in the period from
    August 7, 2006 through December 31, 2006. The decrease
    in research and development expenses in 2007 was primarily a
    result of the significant research and development expenses
    incurred in 2006 relating to improving ingot and wafer
    production process and PV cell conversion efficiency. As a
    result, research and development expenses as a percentage of net
    revenues were 0.4% for 2007, 0.4% for the predecessor period in
    2006, and 2.6% for the period from August 7, 2006 through
    December 31, 2006.  Income from Operations.
  Interest Expense, Net.
  Income Tax Expense.
  Minority Interest.
  Net Income.
 91




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##### Table of Contents



Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006 on a Combined Basis
  Net Revenues.
    Cost of Revenues.
  Gross Profit.
  Operating Expenses.
  
    Selling Expenses.  Selling expenses increase
    significantly to RMB 109.9 million in 2007 from
    RMB 15.5 million in 2006 on a combined basis,
    primarily as a result of a significant increase in marketing
    activities for our PV modules, sales commissions of RMB
    32.0 million paid to two sales agents in Spain, an increase
    in advertising expenses to RMB 24.5 million and an increase
    in amortization expenses to RMB 17.2 million for
    intangible assets consisting of customer relationship and
    backlog. To a lesser extent, the increase in selling expenses
    was also due to RMB 11.1 million in expenses relating to 92




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##### Table of Contents



exhibitions we participated in 2007, RMB 5.1 million in
    promotional expenses and RMB 1.7 million in share-based
    compensation expense. Our selling expenses as a percentage of
    total net revenues increased to 2.7% in 2007 from 0.9% in 2006
    on a combined basis.  
    General and Administrative Expenses.  General
    and administrative expenses increased significantly to RMB
    149.8 million in 2007 from RMB 46.8 million in 2006 on
    a combined basis, primarily as a result of a significant
    increase in the number of administrative staff and the hiring of
    senior executive officers related to the expansion of our
    operations, RMB 24.8 million in our share-based
    compensation expense, and amortization expenses of RMB
    22.6 million for intangible assets relating to technology
    know-how which were allocated to general and administrative
    expenses. As a result, general and administrative expenses as a
    percentage of total net revenues increased to 3.7% in 2007 from
    2.9% in 2006 on a combined basis.
    Research and Development Expenses.  Research
    and development expenses decreased to RMB 17.5 million in
    2007 from RMB 23.1 million in 2006 on a combined basis,
    primarily due to the significant research and development
    expenses incurred in 2006 relating to improving ingot and wafer
    production process and PV cell conversion efficiency. As a
    result, research and development expenses as a percentage of net
    revenues decreased to 0.4% in 2007 from 1.4% in 2006 on a
    combined basis.  Income from Operations.
  Interest Expense, Net.
  Income Tax Expense.
  Minority Interest.
 93




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B.
    Liquidity
    and Capital Resources      Cash
    Flows and Working Capital
           94




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16-month
   95




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##### Table of Contents



96




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##### Table of Contents



Yingli GreenPredecessor



Energy





Combined


Yingli Green EnergyFor the Period from



For the Period fromJanuary 1,



August 7,





For the2006 Through



2006 Through





Year EndedSeptember 4,



December 31,





December 31,


For the Year Ended December 31,2006



2006


Reconciliation


2006(1)


2007


2008RMB



RMB


RMB


RMB


RMB


RMB


US$(In thousands)Net cash from (used in) operating activities


(306,668
)



(447,997
)






(754,665
)


(2,423,814
)


957,689



140,371Net cash used in investing activities


(138,498
)



(466,795
)






(605,293
)


(687,438
)


(2,212,261
)


(324,259
)Net cash provided by financing activities


517,271




990,951



(86,970
)(2)


1,421,252



4,019,145



1,467,215



215,055Effect of foreign currency exchange rate changes on cash







2,296







2,296



(25,271
)


(64,806
)


(9,498
)Net increase (decrease) in cash


72,105




78,455



(86,970
)(2)


63,590



882,622



147,837



21,669Cash at the beginning of the period


14,865












14,865



78,455



961,077



140,869Cash at the end of the period


86,970




78,455



(86,970
)(2)


78,455



961,077



1,108,914



162,538     (1)
    
    Represents the addition of the amounts for the specified line
    items of Tianwei Yingli, our predecessor, for the period from
    January 1, 2006 through September 4, 2006 and the
    amounts for the corresponding line items of us, for the period
    from August 7, 2006 (date of inception) through
    December 31, 2006, after considering the reconciling item.
    The presentation of such combined financial data for the year
    ended December 31, 2006 is not in accordance with U.S.
    GAAP. For the period from August 7, 2006 (date of
    inception) through September 4, 2006, during which the
    financial statements of the predecessor and those of Yingli
    Green Energy overlap, Yingli Green Energy did not engage in any
    business or operations.(2)
    
    Represents the cash Yingli Green Energy assumed from Tianwei
    Yingli at the time of the transfer to Yingli Green Energy of the
    51% equity interest in Tianwei Yingli held by Yingli Group.  Operating
    Activities
   97




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Investing
    Activities
        Financing
    Activities
         98




---



##### Table of Contents



and/or
  Capital
    Expenditures
    Inflation
    Recent
    Accounting Pronouncements
  SFAS No. 141R and
    SFAS No. 160
   99




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##### Table of Contents



SFAS No. 161
    FASB
    Staff Position No. APB
    14-1 (FSP
    APB
    14-1)
  14-1, 14-1 14-1 14-1 14-1,
  EITF
    07-5
  No. 07-5, No. 07-5 No. 07-5 No. 07-5
  EITF
    08-6
  No. 08-6, No. 08-6 No. 08-6 other-than-temporary No. 08-6
 100




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##### Table of Contents



No. 08-6 No. 08-6 No. 08-6 No. 08-6
  C.
    Research
    and Development          D.
    Trend
    Information    E.
    Off-Balance
    Sheet Arrangements   101




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##### Table of Contents



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


2,707,156



2,044,200



372,486



290,470



Convertible senior notes(1)


1,372,673







1,372,673







Commitments for capital expenditures


960,550



864,495



96,055







Commitments for the purchase of polysilicon


5,953,363



1,901,898



1,290,590



880,752



1,880,123Total


10,993,742



4,810,593



3,131,804



1,171,222



1,880,123     (1)
    
    Includes effective interest of RMB 130.8 million due to the
    guaranteed return on the convertible senior notes.   102




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##### Table of Contents



16-month
      G.
    Safe
    Harbor     103




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##### Table of Contents




    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;
    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.   104




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Item 6.
    Directors,
    Senior Management and Employees  A.
    Directors
    and Senior Management    Name

Age

Yingli Green Energy

Tianwei YingliLiansheng Miao


53



Chairperson of board of directors and chief executive officer



Vice chairperson and chief executive officerZongwei Li


36



Director and chief financial officer



Director and chief financial officerXiangdong Wang


46



Director and vice president



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


68



Independent director



Ming Huang(1)(2)


45



Independent director



Chi Ping Martin Lau(1)(2)


36



Independent director



Junmin Liu


59



Independent director



Seok Jin Lee


54



Chief operating officer



Chief operating officerDengyuan Song


51



Chief technology officer



Chief technology officerYiyu Wang


34



Chief strategic officer



Director and chief strategic officerStuart Brannigan


48



Managing Director of Europe



Jingfeng Xiong


38



Vice president



Vice presidentZhiheng Zhao


60



Vice president



Vice presidentQiuqiu Chen


28



Financial controller



Fengzhi Liu


35



Accounting director



Conghui Liu


33







Director and investment and development directorQing Miao


29







Director and investor relations directorQiang Ding


54







ChairpersonHaiqing Bian


41







DirectorMingjin Yang


44







Director     (1)
    
    Audit committee member.(2)
    
    Compensation committee member.  Mr. Liansheng Miao
  Mr. Zongwei Li
 105




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##### Table of Contents



Mr. Xiangdong Wang
  Mr. Iain Ferguson Bruce
  Professor Ming Huang
  Mr. Chi Ping Martin Lau
  Professor Junmin Liu
 106




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##### Table of Contents



Mr. Seok Jin Lee
  Dr. Dengyuan Song
  Mr. Yiyu Wang
  Mr. Stuart Brannigan
  Mr. Jingfeng Xiong
  Mr. Zhiheng Zhao
  Ms. Qiuqiu Chen
 107




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##### Table of Contents



Ms. Fengzhi Liu
  Ms. Conghui Liu
  Ms. Qing Miao
  Mr. Qiang Ding
  Mr. Haiqing Bian
  Mr. Mingjin Yang
  c/o Tianwei
  B.
    Compensation
    of Directors and Executive Officers    2006
    Stock Incentive Plan
   108




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##### Table of Contents



Administration.
  Change of Control.
  Amendment and Termination of Plan.
  Amendment No. 1 to the 2006 Stock Incentive
    Plan.
  Options.
 109




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##### Table of Contents



Granted Options.
    
    Prior to our initial public offering, we granted options to
    purchase an aggregate of 610,929 ordinary shares to four
    executive officers at an exercise price of US$2.10 per share. We
    agreed to grant options to these executive officers at an
    exercise price of US$2.10 per share, which was determined with
    reference to the purchase price per share for the Series A
    financing transaction, at the time when we began negotiating
    their respective employment terms in September 2006. However,
    these options were not granted until December 28, 2006 when
    we finally adopted the 2006 stock incentive plan. Of these,
    options covering 407,286 ordinary shares have a vesting schedule
    of four equal and separate annual increments and options
    covering 203,643 ordinary shares have a vesting schedule of five
    equal and separate annual increments, with the first increment
    vesting one year after the date of grant in each case.
    In June 2007, upon the completion of our initial public
    offering, we granted options to purchase an aggregate of 115,000
    ordinary shares to three independent directors and one key
    employee at an exercise price of US$11.00 per share. Of these,
    options covering 95,000 ordinary shares have a vesting schedule
    of three equal and separate annual increments and options
    covering 20,000 ordinary shares have a vesting schedule of four
    equal and separate annual increments, with the first increment
    vesting one year after the date of grant in each case.
    In July 2007, we granted options to purchase an aggregate of
    15,000 ordinary shares to one new employee at an exercise price
    of US$11.00 per share. These options have a vesting schedule of
    five equal and separate annual increments with the first
    increment vesting one year after the date of grant.
    In July 2007, we also granted options to purchase an aggregate
    of 20,000 ordinary shares to one new employee at an exercise
    price of US$12.89 per share. These options have a vesting
    schedule of four equal and separate annual increments, with the
    first increment vesting one year after the date of grant.
    In September 2007, we granted options to purchase an aggregate
    of 125,700 ordinary shares to one executive at an exercise price
    of US$18.48 per share. These options have a vesting schedule of
    four equal and separate annual increments, with the first
    increment vesting one year after the date of grant.
    In December 2007, we granted options to purchase an aggregate of
    540,000 ordinary shares to one executive officer and one new
    employee at an exercise price of US$28.30 per share. These
    options have a vesting schedule of four equal and separate
    annual increments, with the first increment vesting one year
    after the date of grant.
    In January 2008, we granted options to purchase 104,000 ordinary
    shares to a new employee at an exercise price of US$38.39 per
    share. These options have a vesting schedule of four equal and
    separate annual increments, with the first increment vesting one
    year after the date of grant.
    In January 2008, we also granted an aggregate of 330,599
    ordinary shares to 38 employees at an exercise price of
    US$21.74 per share. Of these, options covering 32,119 ordinary
    shares have a vesting schedule of three equal and separate
    annual increments, options covering 50,000 ordinary shares have
    a vesting schedule of four equal and separate annual increments
    and options covering 248,480 ordinary shares have a vesting
    schedule of five equal and separate annual increments, with the
    first increment vesting one year after the date of grant in each
    case. 110




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##### Table of Contents




    In February 2008, we granted options to purchase an aggregate of
    73,500 ordinary shares to 35 employees at an exercise price
    of US$16.90 per share. These options have a vesting schedule of
    five equal and separate annual increments, with the first
    increment vesting one year after the date of grant.
    In April 2008, we granted options to purchase an aggregate of
    5,000 ordinary shares to one new employee and one other employee
    at an exercise price of US$17.23 per share. Of these, options
    covering 3,000 ordinary shares have a vesting schedule of four
    equal and separate annual increments and options covering 2,000
    ordinary shares have a vesting schedule of five equal and
    separate annual increments, with the first increment vesting one
    year after the date of grant in each case.
    In May 2008, we granted options to purchase an aggregate of
    70,000 ordinary shares to 15 employees at an exercise price
    of US$22.58 per share. Of these, options covering 20,000
    ordinary shares have a vesting schedule of four equal and
    separate annual increments and options covering 50,000 ordinary
    shares have a vesting schedule of five equal and separate annual
    increments, with the first increment vesting one year after the
    date of grant in each case.
    In May 2008, we also granted options to purchase an aggregate of
    10,000 ordinary shares to one employee at an exercise price of
    US$23.43 per share. These options have a vesting schedule of
    four equal and separate annual increments, with the first
    increment vesting one year after the date of grant.
    In July 2008, we granted options to purchase an aggregate of
    127,000 ordinary shares to three employees and two independent
    directors at an exercise price of US$15.50 per share. Of these,
    options covering 120,000 ordinary shares have a vesting schedule
    of three equal and separate annual increments and options
    covering 2,000 ordinary shares have a vesting schedule of five
    equal and separate annual increments, with the first increment
    vesting one year after the date of grant in each case. The
    remaining options covering 5,000 ordinary shares have a vesting
    schedule in which options covering 32% of the ordinary shares
    vested on December 31, 2008 and those covering the other
    68% will vest on December 31, 2009.
    In August 2008, we granted options to purchase an aggregate of
    7,500 ordinary shares to one new employee at an exercise price
    of US$16.73 per share. These options have a vesting schedule of
    five equal and separate annual increments, with the first
    increment vesting one year after the date of grant.
    In October 2008, we granted options to purchase an aggregate of
    1,744,985 ordinary shares to nine executives and
    149 employees at an exercise price of US$3.59 per share. Of
    these, options covering 1,714,985 ordinary shares have a vesting
    schedule of four equal and separate annual increments, with the
    first increment vesting one year after the date of grant. The
    remaining options covering 30,000 ordinary shares have a vesting
    schedule in which options covering 20,000 of the ordinary shares
    vested immediately on the date of grant and the remaining
    options will vest one year after the date of grant.
    In December 2008, we granted options to purchase an aggregate of
    12,000 ordinary shares to one director at an exercise price of
    US$4.35 per share. These options have a vesting schedule where
    one-third vested immediately on the date of grant and the
    remaining options will vest in equal and separate increments on
    August 4, 2009 and August 4, 2010, respectively.
    In December 2008, we also granted options to purchase an
    aggregate of 495,000 ordinary shares to six directors, seven
    executives and one employee at an exercise price of US$5.14 per
    share. Of these, options covering 475,000 ordinary shares have a
    vesting schedule of two equal and separate annual increments and
    options covering 20,000 ordinary shares have a vesting schedule
    of four equal and separate annual increments, with the first
    increment vesting one year after the date of grant in each case.
    In February 2009, we granted options to purchase an aggregate of
    280,000 ordinary shares to five executives at an exercise price
    of US$3.81 per share. Of these, options covering 200,000
    ordinary shares have a vesting schedule in which one-half vested
    immediately on the date of grant and the remaining options will
    vest one year after the date of grant. The remaining options
    covering 80,000 ordinary shares have a vesting schedule of five
    equal and separate annual increments, with the first increment
    vesting one year after the date of grant.
    In May 2009, we granted options to purchase an aggregate of
    143,000 ordinary shares to five employees at an exercise price
    of US$9.35 per share. These options have a vesting schedule
    of four equal and separate annual increments, with the first
    increment vesting one year after the date of grant. 111




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##### Table of Contents



Ordinary Shares


ExerciseUnderlying


Price perName

Option


Share (US$)


Grant Date

Expiration DateStuart Brannigan


*



18.48


September 15, 2007

September 15, 2017*



3.59


October 25, 2008

October 25, 2018Iain Ferguson Bruce


*



11.00


June 13, 2007

June 13, 2017*



5.14


December 25, 2008

December 25, 2018Qiuqiu Chen


*



5.14


December 25, 2008

December 25, 2018George Jian Chuang(1)


*



4.35


December 8, 2008

December 8, 2018*



5.14


December 25, 2008

December 25, 2018Ming Huang


*



15.50


July 15, 2008

July 15, 2018*



5.14


December 25, 2008

December 25, 2018Chi Ping Martin Lau


*



11.00


June 13, 2007

June 13, 2017*



5.14


December 25, 2008

December 25, 2018Seok Jin Lee


*



2.10


December 28, 2006

December 28, 2016Zongwei Li


*



2.10


December 28, 2006

December 28, 2016*



3.59


October 25, 2008

October 25, 2018*



5.14


December 25, 2008

December 25, 2018*



3.81


February 27, 2009

February 27, 2019Conghui Liu


*



3.59


October 25, 2008

October 25, 2018*



5.14


December 25, 2008

December 25, 2018*



3.81


February 27, 2009

February 27, 2019Fengzhi Liu


*



5.14


December 25, 2008

December 25, 2018Junmin Liu


*



15.50


July 15, 2008

July 15, 2018*



5.14


December 25, 2008

December 25, 2018Liansheng Miao


*



28.30


December 6, 2007

December 6, 2017*



3.59


October 25, 2008

October 25, 2018Qing Miao


*



3.59


October 25, 2008

October 25, 2018*



5.14


December 25, 2008

December 25, 2018*



3.81


February 27, 2009

February 27, 2019Dengyuan Song


*



3.81


February 27, 2009

February 27, 2019Xiangdong Wang


*



3.59


October 25, 2008

October 25, 2018*



5.14


December 25, 2008

December 25, 2018Yiyu Wang


*



2.10


December 28, 2006

December 28, 2016*



21.74


January 30, 2008

January 30, 2018*



3.59


October 25, 2008

October 25, 2018*



5.14


December 25, 2008

December 25, 2018*



3.81


February 27, 2009

February 27, 2019Jiesi Wu(2)


*



11.00


June 13, 2007

June 13, 2017Jingfeng Xiong


*



3.59


October 25, 2008

October 25, 2018Guoxiao Yao(3)


*



2.10


December 28, 2006

December 28, 2016Zhiheng Zhao


*



3.59


October 25, 2008

October 25, 2018*



5.14


December 25, 2008

December 25, 2018Employee


*



11.00


June 13, 2007

June 13, 2017New employee


*



11.00


July 18, 2007

July 18, 2017 112




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##### Table of Contents



Ordinary Shares


ExerciseUnderlying


Price perName

Option


Share (US$)


Grant Date

Expiration DateNew employee


*



12.89


July 18, 2007

July 18, 2017New employee


*



28.30


December 6, 2007

December 6, 2017New employee


*



38.39


January 1, 2008

January 1, 2018New employee


*



23.43


May 21, 2008

May 21, 2018New employee


*



16.73


August 4, 2008

August 4, 2018Other employees as a group**


*



21.74


January 30, 2008

January 30, 2018Other employees as a group**


*



16.90


February 28, 2008

February 28, 2018Other employees as a group**


*



17.23


April 1, 2008

April 1, 2018Other employees as a group**


*



22.58


May 13, 2008

May 13, 2018Other employees as a group**


*



15.50


July 15, 2008

July 15, 2018Other employees as a group**


*



3.59


October 25, 2008

October 25, 2018Other employees as a group**


*



5.14


December 25, 2008

December 25, 2018Other employees as a group**


*



9.35


May 22, 2009

May 22, 2019Non-employee


*



15.50


July 15, 2008

July 15, 2018Total


4,829,213
(4)     *
    
    Less than 1% of our outstanding share capital.**
    
    None of these employees is a director or officer.(1)
    
    George Jian Chuang resigned as an independent director on
    April 1, 2009.(2)
    
    Jiesi Wu resigned as an independent director upon expiration of
    his term of office on August 4, 2008.(3)
    
    Guoxiao Yao resigned as our chief technology officer on
    January 15, 2009.(4)
    
    Includes 189,757 ordinary shares underlying forfeited options.  Restricted Shares.
  Granted Restricted Shares.
   113




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##### Table of Contents




    In January 2007, we granted 2,576,060 restricted shares for the
    benefit of certain of our directors, officers and other
    employees with a vesting schedule of five equal and separate
    annual increments, with the first increment vesting one year
    after the date of grant.
    In April 2007, we granted 15,000 restricted shares for the
    benefit of one non-employee with a vesting schedule of five
    equal and separate annual increments, with the first increment
    vesting one year after the date of grant.
    In May 2007, we granted 30,000 restricted shares for the benefit
    of one officer with a vesting schedule of five equal and
    separate annual increments, with the first increment vesting one
    year after the date of grant.
    In February 2009, we granted 24,000 restricted shares for the
    benefit of certain of our directors and officers. One-half of
    these restricted shares vested immediately on the date of grant
    the remaining one-half will vest one year after the date of
    grant.   114




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##### Table of Contents



Restricted SharesGranted


Grant Date


End of Vesting PeriodHaiqing Bian


*



January 19, 2007



January 19, 2012Nabih Cherradi(1)


*



May 14, 2007



May 14, 2012Qiang Ding


*



January 19, 2007



January 19, 2012Zongwei Li


*



February 27, 2009



February 27, 2010Conghui Liu


*



January 19, 2007



January 19, 2012*



February 27, 2009



February 27, 2010Liansheng Miao


*



January 19, 2007



January 19, 2012Qing Miao


*



January 19, 2007



January 19, 2012*



February 27, 2009



February 27, 2010Xiangdong Wang


*



January 19, 2007



January 19, 2012Yiyu Wang


*



February 27, 2009



February 27, 2010Mingjin Yang


*



January 19, 2007



January 19, 2012Zhiheng Zhao


*



January 19, 2007



January 19, 2012Directors and executive officers as a group


1,630,300
(2)Other employees


999,760



January 19, 2007



January 19, 2012One non employee


15,000



April 16, 2007



April 16, 2012Total:


2,645,060
(2)     *
    
    Less than 1% of our outstanding share capital.(1)
    
    Nabih Cherradi resigned as our vice president on
    December 15, 2008.(2)
    
    Includes 6,000 vested restricted shares that are no longer held
    in trust by the trustee and 24,000 forfeited restricted shares.  Employee
    Pension and Other Retirement Benefits
    C.
    Board
    Practices  Terms of
    Directors and Executive Officers
   115




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##### Table of Contents



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;
    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; 116




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##### Table of Contents




    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
    Qualification
    Employment
    Agreements
   117




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##### Table of Contents



D.
    Employees  Employees
    As of December 31, 2008Number of


Percentage ofEmployees


TotalManufacturing


2,856



60.7
%Quality Inspection


160



3.4Research and Development


25



0.5Procurement, Sales and Marketing


122



2.6Management and Administrative


263



5.6Logistics, Manufacturing Support and Others


1,278



27.2Total


4,704



100.0
%         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.  118




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##### Table of Contents



Ordinary Shares Beneficially Owned(1)(2)Number of Shares


%Directors and Executive Officers:Liansheng Miao(3)


54,780,052



42.08Xiangdong Wang


*



*Iain Ferguson Bruce


*



*Ming Huang


*



*Chi Ping Martin Lau


*



*Junmin Liu


*



*Seok Jin Lee


*



*Zongwei Li


*



*Dengyuan Song


*



*Yiyu Wang


*



*Stuart Brannigan


*



*Jingfeng Xiong


*



*Zhiheng Zhao


*



*All directors and executive officers as a group


55,317,679



42.32Principal Shareholders and 5% Shareholders:Yingli Power Holding Company Ltd.(4)


54,600,652



42.00TB Partners GP Limited(5)


11,466,574



8.21Mackenzie Financial Corporation(6)


9,730,300



7.49     *
    
    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 129,989,700 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 54,600,652 of our ordinary shares owned by Yingli
    Power, our controlling shareholder, which is 100% beneficially
    owned by the family trust of Mr. Miao, and 54,400
    restricted shares that were vested and 125,000 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 54,600,652 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.(5)
    
    Represents 11,466,574 of our ordinary shares held by Gold Sight
    International Limited, or Gold Sight, a British Virgin Islands
    company and wholly owned subsidiary of Trustbridge Partners II,
    L.P., a limited partnership whose general partner is TB Partners
    GP2, L.P. The general partner of each of TB Partners GP1, L.P.
    and TB Partners GP2, L.P. is TB Partners GP Limited. Assumes
    conversion of up to US$50 million in our senior secured
    convertible notes due 2012 held by Gold Sight into 11,466,574
    ordinary shares, in connection with our acquisition of Cyber
    Power. In June 2009, 2,000,000 of such 11,466,574 ordinary
    shares were issued to and deposited by Trustbridge Partners II,
    L.P. with the depositary for our ADSs and were subsequently held
    in the form of ADSs. The address of the principal business
    office of TB Partners GP Limited is 2701B, Azia Center, 1233
    Lujiazui Ring Road, Shanghai, Peoples Republic of China.  119




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##### Table of Contents



(6)
    
    Based on the Schedule 13G filing with the Commission on
    January 20, 2009. 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
       120




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##### Table of Contents



Transactions
    with Yingli Group
           121




---



##### Table of Contents



Other
    Transactions with Mr. Liansheng Miao and Entities
    Controlled by Mr. Miao
           122




---



##### Table of Contents



Transactions
    with Tianwei Baobian and Its Controlling Shareholder
               123




---



##### Table of Contents



Certain
    Other Related Party Transactions
                 124




---



##### Table of Contents



Private
    Equity Investments and Other Financings
  Series A
    Preferred Shares and Related Warrant
   125




---



##### Table of Contents



Mandatory
    Redeemable Bonds and Mandatory Convertible Bonds
      Series B
    Preferred Shares
   126




---



##### Table of Contents



Capital
    Contributions to Tianwei Yingli
          China
    Sunshine Warrant
   127




---



##### Table of Contents



and/or
    Employment
    Agreements
    Stock
    Incentive Plan
    C.
    Interests
    of Experts and Counsel   128




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##### Table of Contents



Item 8.
    Financial
    Information  A.
    Consolidated
    Statements and Other Financial Information    Legal and
    Administrative Proceedings
    Dividend
    Policy
            B.
    Significant
    Changes   129




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##### Table of Contents



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



2.50Quarterly Highs and LowsSecond Quarter 2007 (from June 8, 2007)


14.80



10.48Third Quarter 2007


28.99



11.44Fourth Quarter 2007


41.50



22.50First Quarter 2008


39.95



13.15Second Quarter 2008


27.96



15.33Third Quarter 2008


18.39



9.76Fourth Quarter 2008


11.62



2.50First Quarter 2009


7.57



3.32Monthly Highs and LowsDecember 2008


6.40



3.25January 2009


7.57



4.50February 2009


6.50



3.61March 2009


6.66



3.32April 2009


7.58



5.75May 2009


12.98



6.98June 2009 (through June 12)


16.09



13.03     B.
    Plan
    of Distribution    C.
    Markets    D.
    Selling
    Shareholders    E.
    Dilution    F.
    Expenses
    of the Issue   130




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##### Table of Contents



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
   131




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##### Table of Contents



Governor-in-Council
        Peoples
    Republic of China Taxation
        Certain
    United States Federal Income Tax Consequences
   132




---



##### Table of Contents




    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;
    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.
   133




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##### Table of Contents



Distributions
    on ADSs or Ordinary Shares
         134




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##### Table of Contents



Sale,
    Exchange or Other Disposition of ADSs or Ordinary
    Shares
      Passive
    Foreign Investment Company
    Information
    Reporting and Backup Withholding
    F.
    Dividends
    and Paying Agents   135




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##### Table of Contents



G.
    Statement
    by Experts    H.
    Documents
    on Display            I.
    Subsidiary
    Information    Item 11.
    Quantitative
    and Qualitative Disclosures About Market Risk  Foreign
    Exchange Risk
      and/or
 136




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##### Table of Contents



137




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##### Table of Contents



Interest
    Rate Risk
      Item 12.
    Description
    of Securities Other than Equity Securities   PART II  Item 13.
    Defaults,
    Dividend Arrearages and Delinquencies    Item 14.
    Material
    Modifications to the Rights of Security Holders and Use of
    Proceeds       138




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##### Table of Contents



Form F-1 333-142851)
    
    approximately US$236.6 million to make an equity
    contribution to Tianwei Yingli, which increased our equity
    interest in Tianwei Yingli from 70.11% to 74.01%; and
    approximately US$35.3 million to fully redeem the mandatory
    redeemable bonds issued by us in November 2006.    
    approximately US$44.0 million to expand its manufacturing
    capacity;
    approximately US$139.3 million to purchase, or make
    prepayments for, raw materials; and
    approximately US$53.3 million for other general corporate
    purposes.    Form F-1 333-147223)
    
    approximately US$120.0 million to make an equity
    contribution to our newly formed subsidiary, Yingli China,
    in connection with our capacity expansion; and
    the remaining amount for other general corporate purposes.  Item 15.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
 139




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##### Table of Contents



Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Rule 13a-15(f)
      page F-3
  Changes
    in Internal Control over Financial Reporting
    Item 16A.
    Audit
    Committee Financial Expert  Form 20-F. Rule 10A-3(b)(1)
  Item 16B.
    Code
    of Ethics  (File No. 333-142851),
 140




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##### Table of Contents



Item 16C.
    Principal
    Accountant Fees and Services    For the Year Ended December 31,2006


2007


2008(In thousands of


(In thousands of


(In thousands of


(In thousands ofRMB)


RMB)


RMB)


US$)Audit fees(1)


5,600



12,880



5,950



872Audit-related fees(2)






1,990



4,390



643     (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
  
    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. 141




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##### Table of Contents



PART III  Item 17.
    Financial
    Statements    Item 18.
    Financial
    Statements    
    Reports of Independent Registered Public Accounting Firm
    Consolidated Balance Sheets as of December 31, 2007 and 2008
    Consolidated Statements of Income for the period from
    January 1, 2006 through September 4, 2006 of Baoding
    Tianwei Yingli New Energy Resources Co., Ltd. and its
    Subsidiary, and for the period from August 7, 2006 through
    December 31, 2006 and the years ended December 31,
    2007 and 2008 of Yingli Green Energy Holding Company
    Limited and its Subsidiaries
    Consolidated Statement of Owners Equity for the period
    from January 1, 2006 through September 4, 2006 of
    Baoding Tianwei Yingli New Energy Resources Co., Ltd. and its
    Subsidiary, and the Consolidated Statements of
    Shareholders Equity and Comprehensive Income for the
    period from August 7, 2006 through December 31, 2006
    and the years ended December 31, 2007 and 2008 of Yingli
    Green Energy Holding Company Limited and its Subsidiaries
    Consolidated Statements of Cash Flows for the period from
    January 1, 2006 through September 4, 2006 of Baoding
    Tianwei Yingli New Energy Resources Co., Ltd. and its
    Subsidiary, and for the period from August 7, 2006 through
    December 31, 2006 and the years ended December 31,
    2007 and 2008 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)2
.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) 142




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##### Table of Contents



ExhibitNumber

Description of Document2
.6

Series A Preferred Share Purchase Agreement, dated as of
    September 20, 2006, among the Registrant and Inspiration
    Partners Limited, Yingli Power Holding Company Ltd. and
    Liansheng Miao (incorporated by reference to Exhibit 4.4
    from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.7

Series A Preferred Shareholders Agreement, dated as of
    September 20, 2006, among the Registrant and Inspiration
    Partners Limited, Yingli Power Holding Company Ltd. and
    Liansheng Miao (incorporated by reference to Exhibit 4.5
    from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.8

Amendment Agreement, dated as of September 28, 2006, among
    the Registrant and the parties thereto, amending the
    Series A Preferred Shares Purchase Agreement and the
    Series A Preferred Shareholders Agreement (incorporated by
    reference to Exhibit 4.6 from our F-1 registration
    statement
    (File No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.9

Ordinary Shares Purchase Warrant, dated as of September 28,
    2006, issued to TB Management Ltd. (incorporated by reference to
    Exhibit 4.7 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.10

Trust Deed, dated as of November 13, 2006, between the
    Registrant and DB Trustees (Hong Kong) Limited, as trustee
    (incorporated by reference to Exhibit 4.8 from our F-1
    registration statement
    (File No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.11

Subscription Agreement, dated as of November 13, 2006,
    between the Registrant and Yingli Power Holding Company Ltd.
    (incorporated by reference to Exhibit 4.9 from our F-1
    registration statement
    (File No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.12

Amended and Restated Series B Preferred Share Purchase
    Agreement, dated as of December 15, 2006 by and among the
    Registrant, Yingli Power Holding Company Ltd., Liansheng Miao
    and the investors listed on Schedule I thereto
    (incorporated by reference to Exhibit 4.10 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.13

Second Amended and Restated Shareholders Agreement, dated as of
    December 15, 2006 by and among the Registrant, Liansheng
    Miao, Yingli Power Holding Company Ltd., Inspiration Partners
    Limited and the investors listed on Schedule I thereto
    (incorporated by reference to Exhibit 4.11 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.14

Warrant Side Letter, dated December 20, 2006, by and
    between the Registrant and Baytree Investments (Mauritius) Pte
    Ltd (incorporated by reference to Exhibit 4.12 from our F-1
    registration statement
    (File No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.15

Form of Ordinary Shares Purchase Warrant issued to certain
    Series B preferred shareholders (incorporated by reference
    to Exhibit 4.13 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.16

Ordinary Shares Purchase Warrant, dated as of December 29,
    2006, issued to China Sunshine Investment Co., Ltd.
    (incorporated by reference to Exhibit 4.14 from our F-1
    registration statement
    (File No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.17

Amendment No. 1 to the Amended and Restated Series B
    Preferred Share Purchase Agreement and Warrant Side Letter,
    dated as of March 9, 2007, by and among the Registrant,
    Yingli Power Holding Company Ltd., Liansheng Miao and Baytree
    Investments (Mauritius) Pte Ltd (incorporated by reference to
    Exhibit 4.15 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.18

Agreement, dated May 21, 2007, among the Registrant, Yingli
    Power, Mr. Liansheng Miao and Baytree Investments
    (Mauritius) Pte Ltd (incorporated by reference to
    Exhibit 4.16 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.19

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) 143




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##### Table of Contents



ExhibitNumber

Description of Document2
.20

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
.21

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 20-F (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
.22

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
.23*

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 registrar2
.24

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

Guarantee Contract, dated February 6, 2007, between Tianwei
    Baobian and Bank of Communications, Shijiazhuang Branch
    (incorporated by reference to Exhibit 10.7 from our F-1
    registration statement
    (File No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.5

Maximum Amount Guarantee Contract, dated December 20, 2006,
    between Baoding Tianwei Group Co., Ltd. (Tianwei
    Group) and Bank of China Limited, Baoding Yuhua Sub-branch
    (incorporated by reference to Exhibit 10.17 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.6*

Registrants US$20 million 10.0% Guaranteed Senior
    Secured Convertible Notes Due 2012, dated January 16, 20094
.7*

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 trustee4
.8*

Supplemental Indenture, dated May 21, 2009, between the
    Registrant and DB Trustees (Hong Kong) Limited as trustee4
.9*

Note Purchase Agreement, dated January 7, 2009, between the
    Registrant and Trustbridge Partners II, L.P. as purchaser4
.10*

Share Purchase Agreement, dated January 7, 2009, between
    Grand Avenue Group Limited as seller and the Registrant as
    purchaser4
.11*

Credit Agreement, dated January 24, 2009, between Gold Sun
    Day Limited as lender and Yingli Energy (China) Company Limited
    as borrower4
.12*

Guarantee and Undertaking, dated January 24, 2009, by the
    Registrant4
.13*

Share Mortgage, dated February 13, 2009, between Cyber
    Power Group Limited as mortgagor and Gold Sun Day limited
    as mortgagee 144




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##### Table of Contents



ExhibitNumber

Description of Document4
.14*

Account Charge, dated February 13, 2009, between Cyber
    Power Group Limited as mortgagor and Gold Sun Day limited
    as mortgagee4
.15*

Security Agreement, dated February 13, 2009, between Cyber
    Lighting Holding Company Limited as chargor and Gold Sun Day
    limited as chargee4
.16*

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 chargee4
.17*

Loan Agreement, dated December 22, 2008, between Yingli
    Energy (China) Company Limited as borrower and China Development
    Bank as lender4
.18*

Agreement on Pledge of Receivables, dated December 22,
    2008, between Yingli Energy (China) Company Limited as pledgor
    and China Development Bank as pledgee4
.19*

Mortgage Agreement, dated December 22, 2008, between Yingli
    Energy (China) Company Limited as mortgagor and China
    Development Bank as mortgagee4
.20*

Guarantee Agreement, dated December 22, 2008, between
    Baoding Tianwei Yingli New Energy Resources Co., Ltd. as
    guarantor and China Development Bank as guarantee4
.21*

Loan Contract, dated April 16, 2009, between Baoding
    Tianwei Yingli New Energy Resources Co., Ltd. as borrower, and
    The Export-Import Bank of China as lender4
.22

Purchase and Sale Contract between Tianwei Yingli and Baoding
    Tianwei Fu Xing Aluminum Co., Ltd. (incorporated by reference to
    Exhibit 10.22 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.23*

Notice of Amendment or Cancellation of Contract, as amendment to
    the Solar Power Photovoltaic Modules Supply Contract, dated
    February 26, 2007, between Tianwei Yingli and Unitec
    Europa, S.A.4
.24*

Notice of Amendment or Cancellation of Contract, as amendment to
    the Supply Agreement, dated as of November 9, 2006, between
    Acciona Energía S.A. and Tianwei Yingli4
.26

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
.26

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)4
.27

Purchase Agreement, dated April 10, 2007, between Sichuan
    Xinguang Silicon Science and Technology Co., Ltd. and Tianwei
    Yingli (incorporated by reference to Exhibit 10.31 from our
    F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.28

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
.29

Sales and Purchase Contract, dated April 23, 2007, between
    Tianwei Yingli and Komex Inc. (incorporated by reference to
    Exhibit 10.34 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.30

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
.31

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
.32

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) 145




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##### Table of Contents



ExhibitNumber

Description of Document4
.33

Purchase Agreement, dated October 19, 2007, between Sichuan
    Xinguang Silicon Science and Technology Co., Ltd. and Tianwei
    Yingli and Supplemental Agreement to the Purchase Agreement,
    dated October 29, 2007, and Purchase Order for 182 Ton
    Silicon, dated July 5, 2007 (incorporated by reference to
    Exhibit 10.38 from our F-1 registration statement (File
    No. 333-147223),
    as amended, initially filed with the Commission on
    November 7, 2007)4
.34

Sales contract, dated June 21, 2007, between Tianwei Yingli
    and Control y Montages Industriales CYMI S.A. (incorporated by
    reference to Exhibit 10.39 from our F-1 registration
    statement
    (File No. 333-147223),
    as amended, initially filed with the Commission on
    November 7, 2007)4
.35*

Second Supplemental Indenture, dated June 15, 2009, between
    the Registrant and DB Trustee (Hong Kong) Limited, as
    trustee4
.36

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
.37

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
.38

Master Agreement for Grant of Trade Finance and Letter of
    Guarantee Credit Line Facilities, dated October 27, 2008,
    between Tianwei Yingli and Export & Import Bank of
    China (incorporated by reference to Exhibit 10.3 from our
    F-3 registration statement (File
    No. 333-155782),
    as amended, initially filed with the Commission on
    November 28, 2008)4
.39

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)8
.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 146




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##### Table of Contents



SIGNATURES
  Form 20-F
    By:
    /s/  Liansheng
    Miao   Title:
    Chairman and Chief Executive Officer   147




---



##### Table of Contents



Table of
    Contents
  PageReports of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets


F-4Consolidated Statements of Income


F-6Consolidated Statement of Owners Equity


F-7Consolidated Statements of Shareholders
    Equity and Comprehensive Income


F-8Consolidated Statements of Cash Flows


F-10Notes to Consolidated Financial Statements


F-14  F-1




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##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES



Consolidated
    Balance Sheets

(Amounts
    in thousands, except share and per share data)  December 31, 2007


December 31, 2008RMB


RMB


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


961,077



1,108,914



162,538Restricted cash


7,164



109,234



16,011Accounts receivable, net


1,240,844



1,441,949



211,352Accounts receivable from related parties


4,024



23,024



3,375Inventories


1,261,207



2,040,731



299,118Prepayments to suppliers


1,056,776



774,014



113,450Prepayments to related party suppliers


373,876



50,128



7,347Value-added tax recoverable


136,383



461,585



67,656Prepaid expenses and other current assets


28,626



40,532



5,942Other amounts due from related parties


4,248



4,059



595Deferred income taxes






7,850



1,150Total current assets


5,074,225



6,062,020



888,534Long-term prepayments to suppliers


637,270



674,164



98,815Property, plant and equipment, net


1,479,829



3,385,682



496,252Land use rights


54,972



63,022



9,237Intangible assets, net


331,328



392,763



57,569Goodwill


27,856



273,666



40,112Investments in and advances to affiliates


20,731



21,557



3,160Acquisition deposit






170,980



25,062Debt issuance cost


32,685



24,372



3,572Deferred income taxes






457



67Total assets


7,658,896



11,068,683



1,622,380LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS
    EQUITYCurrent liabilities:Short-term bank borrowings, including current portion of
    long-term bank debt


1,261,275



2,044,200



299,626Accounts payable


158,077



628,903



92,181Income taxes payable






2,108



309Other current liabilities and accrued expenses


56,777



73,498



10,773Accrued warranty cost


4,248



8,957



1,313Advances from customers


22,147



51,933



7,612Dividend payable


10,956



10,956



1,606Amounts due to related parties


6,097



8,864



1,299Total current liabilities


1,519,577



2,829,419



414,719Deferred income taxes


41,419



59,300



8,693Convertible senior notes


1,262,734



1,241,908



182,031Long-term bank debt, excluding current portion






662,956



97,172Accrued warrant cost, excluding current portion


56,532



114,692



16,811Other liabilities


22,010



14,346



2,102Total liabilities


2,902,272



4,922,621



721,528    F-4




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Consolidated
    Balance Sheets  (Continued)
 (Amounts
    in thousands, except share and per share data)
  December 31, 2007


December 31, 2008RMB


RMB


US$(Amounts in thousands, except share andper share data)Minority interests


754,799



1,395,151



204,493Shareholders equity:Ordinary shares Par value: US$0.01Authorized shares: 1,000,000,000Issued and outstanding shares:126,923,609 and 127,447,821 as of December 31, 2007 and
    2008, respectively


9,884



9,922



1,454Additional paid-in capital


3,620,827



3,681,342



539,588Accumulated other comprehensive income


12,197



33,966



4,979Retained earnings


358,917



1,025,681



150,338Total shareholders equity


4,001,825



4,750,911



696,359Commitments and contingencies










Total liabilities, minority interests and shareholders
    equity


7,658,896



11,068,683



1,622,380    F-5




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY (Predecessor)



Consolidated
    Statements of Income(Amounts
    in thousands, except per share data)  PredecessorFrom



August 7, 2006January 1,



(Date of2006 to



Inception) toSeptember 4,



December 31,


Year Ended December 31,2006



2006


2007


2008RMB



RMB


RMB


RMB


US$Net revenuesSales of PV modules


856,499




674,086



4,015,788



7,445,790



1,091,358Sales of PV systems


905




14,322



1,952



27,584



4,043Other revenues


26,584




66,385



41,583



79,641



11,673Total net revenues


883,988




754,793



4,059,323



7,553,015



1,107,074Cost of revenuesCost of PV modules sales


586,196




514,176



3,055,474



5,851,212



857,634Cost of PV systems sales


1,012




9,927



1,493



19,241



2,820Cost of other revenues


24,428




50,744



45,516



52,953



7,762Total cost of revenues


611,636




574,847



3,102,483



5,923,406



868,216Gross profit


272,352




179,946



956,840



1,629,609



238,858Selling expenses


9,590




5,869



109,939



157,288



23,054General and administrative expenses


24,466




22,318



149,813



261,772



38,369Research and development expenses


3,665




19,471



17,545



57,249



8,391Total operating expenses


37,721




47,658



277,297



476,309



69,814Income from operations


234,631




132,288



679,543



1,153,300



169,044Other income (expense)Equity in losses of affiliates, net


(609
)



(216
)


(1,109
)


(2,174
)


(319
)Interest expense


(22,441
)



(25,789
)


(64,834
)


(149,193
)


(21,868
)Interest income


518




588



13,622



12,739



1,867Foreign currency exchange losses, net


(3,406
)



(4,693
)


(32,662
)


(66,286
)


(9,716
)Loss on debt extinguishment







(3,908
)










Other income















6,090



893Earnings before income taxes and minority interest


208,693




98,270



594,560



954,476



139,901Income tax benefit (expense)


(22,546
)



(22,968
)


(12,928
)


5,588



819Earnings before minority interests


186,147




75,302



581,632



960,064



140,720Minority interests


76




(45,285
)


(192,612
)


(293,300
)


(42,990
)Net income


186,223




30,017



389,020



666,764



97,730Accretion of Series A and Series B redeemable
    convertible preferred shares to redemption value







(6,969
)


(53,151
)






Net income applicable to ordinary shareholders







23,048



335,869



666,764



97,730Basic earnings per share applicable to ordinary shareholders







0.36



3.00



5.23



0.77Diluted earnings per share







0.36



2.89



5.15



0.75    F-6




---



##### Table of Contents



BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
    (Predecessor)Consolidated Statement of Owners EquityFor the period January 1, 2006 to September 4,
    2006 (Amounts
    in thousands)
  PredecessorRegistered


Subscription





Statutory


RetainedCapital


Receivable


Capital Surplus


Reserves


Earnings


TotalRMB


RMB


RMB


RMB


RMB


RMBBalance as of January 1, 2006


75,000



(5,000
)






14,377



52,212



136,589Net income


















186,223



186,223Owners equity recapitalization


25,000







7,466







(43,422
)


(10,956
)Dividend declared






5,000











(5,000
)


Balance as of September 4, 2006


100,000







7,466



14,377



190,013



311,856    F-7




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIESConsolidated Statements of Shareholders
    Equity and Comprehensive IncomeFor the period August 7, 2006 (date of inception) to
    December 31, 2006 and the years ended December 31,
    2007 and 2008 (Amounts
    in thousands, except share data)
  Ordinary Shares


Additional


Accumulated OtherNumbers of





Paid-in


Comprehensive


Retained





ComprehensiveShares


Amount


Capital


Income


Earnings


Total


IncomeRMB


RMB


RMB


RMB


RMB


RMBBalance as of August 7, 2006






















Net income


















30,017



30,017



30,017Foreign currency exchange translation adjustment, net of nil tax














5,395







5,395



5,395Comprehensive income


























35,412Issuance of ordinary shares to a shareholder


59,800,000



4,745



16











4,761Shareholders contribution of Tianwei Yinglis net
    assets










157,608











157,608Cash paid to Yingli Group for transfer of Tianwei Yingli










(134,574
)










(134,574
)Issuance of ordinary share warrants in connection with issuance
    of Series A redeemable convertible preferred shares










1,671











1,671Issuance of ordinary share warrants in connection with issuance
    of Series B redeemable convertible preferred shares










6,651











6,651Issuance of ordinary share warrant in connection with debt
    extinguishment










3,908











3,908Accretion of Series A redeemable convertible preferred
    shares to redemption value


















(3,750
)


(3,750
)Accretion of Series B redeemable convertible preferred
    shares to redemption value


















(3,219
)


(3,219
)Share-based compensation










62











62Balance as of December 31, 2006


59,800,000



4,745



35,342



5,395



23,048



68,530     F-8




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    Consolidated Statements of Shareholders Equity and
    Comprehensive Income  (Continued)
    For the period August 7, 2006 (date of inception) to
    December 31, 2006 and the years ended December 31,
    2007 and 2008 (Amounts
    in thousands, except share data)
  Ordinary





AccumulatedShare


Additional


OtherNumbers





Paid-in


Comprehensive


Retained





Comprehensiveof Shares


Amount


Capital


Income


Earnings


Total


IncomeRMB


RMB


RMB


RMB


RMB


RMBBalance as of January 1, 2007


59,800,000



4,745



35,342



5,395



23,048



68,530Net income


















389,020



389,020



389,020Foreign currency exchange translation adjustment, net of nil tax














6,802







6,802



6,802Comprehensive income


























395,822Issuance of warrants in connection with issuance of
    Series B redeemable convertible preferred shares










343











343Issuance of warrants in connection with release of escrow
    arrangement










5,849











5,849Accretion of Series A redeemable convertible preferred
    shares to redemption value


















(6,414
)


(6,414
)Accretion of Series B redeemable convertible preferred
    shares to redemption value


















(46,737
)


(46,737
)Issuance of ordinary shares upon initial public offering
    (IPO), net of expenses of RMB 227,332


26,550,000



2,035



2,009,371











2,011,406Issuance of ordinary shares in connection with the exercise of
    warrants


2,747,063



212



88,311











88,523Conversion of Series A and B redeemable convertible
    preferred shares to ordinary shares


32,486,458



2,485



1,075,397











1,077,882Conversion of mandatory convertible bonds


5,340,088



407



378,500











378,907Share-based compensation










27,714











27,714Balance as of December 31, 2007


126,923,609



9,884



3,620,827



12,197



358,917



4,001,825Net income


















666,764



666,764



666,764Foreign currency exchange translation adjustment, net of nil tax














21,769







21,769



21,769Comprehensive income


























688,533Issuance of ordinary shares upon vesting of restricted shares


524,212



38



(38
)










Share-based compensation










60,553











60,553Balance as of December 31, 2008


127,447,821



9,922



3,681,342



33,966



1,025,681



4,750,911Balance as of December 31, 2008  US$






1,454



539,588



4,979



150,338



696,359    F-9




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor)Consolidated Statements of Cash Flows (Amounts
    in thousands)
  PredecessorFrom January 1,



August 7, 20062006



(Date of Inception)to September 4,



to December 31,


Year Ended December 31,2006



2006


2007


2008RMB



RMB


RMB


RMB


US$Cash flow from operating activities:Net income


186,223




30,017



389,020



666,764



97,730Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation


22,727




13,050



77,694



158,844



23,282Amortization of intangible assets


285




2,245



43,362



56,345



8,259Loss on disposal of property, plant and equipment


82




920







657



96Bad debt expense (credit), net


533








647



(217
)


(32
)Write-down of inventories to net realizable value


1,737




4,942



22,664



7,506



1,100Minority interest


(76
)



45,285



192,612



293,300



42,990Equity in losses of affiliates, net


610




216



1,109



2,174



319Land use rights expense


548




65



1,145



1,310



192Loss on debt extinguishment







3,908











Amortization of bonds discount







2,555



8,010







Amortization of debt issuance cost











2,405



19,036



2,791Share-based compensation







62



27,714



60,553



8,875Deferred income tax expense (benefit)


(1,233
)



1,360



12,928



(10,070
)


(1,476
)Accreted interest on convertible senior notes















61,399



9,000Foreign currency exchange gains, net















(33,783
)


(4,952
)Changes in operating assets and liabilities excluding the
    effects of shareholders contribution of Tianwei
    Yinglis net assets in 2006:Restricted cash related to purchase of inventory and other
    operating activities


6,008




(7,243
)


8,941



(25,389
)


(3,721
)Accounts receivable, including related parties


(14,146
)



(227,803
)


(963,594
)


(219,973
)


(32,243
)Inventories


(484,159
)



(4,588
)


(343,400
)


(87,275
)


(12,793
)Prepayments to suppliers


(296,963
)



(163,793
)


(1,456,817
)


(95,543
)


(14,002
)Prepaid expenses and other current assets


(8,510
)



(22,524
)


16,758



(3,253
)


(477
)Value-added tax recoverable


(16,767
)



(22,359
)


(93,173
)


(325,202
)


(47,666
)Amounts due from related parties, including prepayments to
    related party suppliers


(214
)



(955
)


(373,876
)


(40,010
)


(5,865
)Accounts payable


92,336




(38,135
)


40,977



358,564



52,555Other current liabilities and accrued expenses


26,641




(3,633
)


12,848



16,639



2,438Accrued warranty


8,659




7,013



40,094



62,869



9,215Advances from customers


146,807




(61,043
)


(91,491
)


33,683



4,937Other liabilities











29,021



(6,032
)


(884
)Income taxes payable


22,854




(8,401
)


(33,518
)


2,108



309Amounts due to other related parties


(650
)



842



4,106



2,685



394Net cash provided by (used in) operating activities


(306,668
)



(447,997
)


(2,423,814
)


957,689



140,371    F-10




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor)
    Consolidated Statements of Cash Flows  (Continued) (Amounts
    in thousands)
  PredecessorFrom January 1,



August 7, 20062006 to



(Date of Inception)September 4,



to December 31,


Year Ended December 31,2006



2006


2007


2008RMB



RMB


RMB


RMB


US$Cash flows from investing activitiesPurchase of property, plant and equipment


(85,530
)



(169,298
)


(974,070
)


(1,950,295
)


(285,862
)Restricted cash related to purchase of property, plant and
    equipment















(76,681
)


(11,239
)Payments for land use rights







(46,097
)


(2,254
)


(9,360
)


(1,372
)Proceeds from disposal of property, plant and equipment


124
















Increase (release) of restricted cash related to Series B
    redeemable convertible preferred shares, mandatory redeemable
    bonds and mandatory convertible bonds







(305,675
)


300,692







Acquisition of remaining equity interest in Chengdu Yingli











(720
)






Investment in and advances to affiliates


(2,092
)



(5,572
)


(9,057
)


(3,000
)


(440
)Deposit paid for pending business acquisition















(170,865
)


(25,044
)Loans made to related parties


(51,000
)



(64,000
)


(2,029
)


(4,310
)


(632
)Cash proceeds from repayment of loans made to related parties







123,847







2,250



330Net cash used in investing activities


(138,498
)



(466,795
)


(687,438
)


(2,212,261
)


(324,259
)Cash flows from financing activitiesProceeds from short-term bank borrowings


741,303




692,442



3,114,284



5,213,899



764,222Proceeds from long-term bank debt















718,378



105,295Repayment of short-term bank borrowings


(185,891
)



(1,271,609
)


(2,108,295
)


(4,444,922
)


(651,509
)Payment for bank borrowings issuance costs











(2,868
)


(21,781
)


(3,193
)Proceeds from issuance of ordinary shares upon IPO, net of
    issuance cost of RMB 227,332











2,011,406







Proceeds from exercise of warrants











88,524







Proceeds from (repayment of) convertible loan


85,635




(85,635
)










Proceeds from issuance of ordinary shares, net of nil issuance
    cost







4,761











Cash paid to Yingli Group for transfer of Tianwei Yingli







(134,574
)










Cash assumed from the transfer of Tianwei Yingli







86,970











Contribution from (repayment to) minority interest shareholders


490








(490
)


3,104



455    F-11




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor)
    Consolidated Statements of Cash Flows  (Continued) (Amounts
    in thousands)
  Predecessor



August 7, 2006From January 1,



(Date of Inception)2006 to September 4,



to December 31,


Year Ended December 31,2006



2006


2007


2008RMB



RMB


RMB


RMB


US$Proceeds from issuance of Series A redeemable convertible
    preferred shares







134,187











Proceeds from issuance of Series B redeemable convertible
    preferred shares







887,547



34,804







Repayment of mandatory redeemable bonds











(269,016
)






Proceeds from (repayment of) over-subscription of Series B
    redeemable convertible preferred shares







23,672



(23,672
)






Proceeds from borrowings from related parties


20,900




20,322



63,928



6,206



909Repayment of borrowings from related parties


(99,450
)



(10,273
)


(95,778
)


(7,669
)


(1,124
)Proceeds from issuance of convertible senior notes, net of
    issuance cost of RMB 41,726











1,218,318







Proceeds from issuance of mandatory redeemable bonds and
    mandatory convertible bonds







653,141











Proceeds from borrowings from third party non-financial services
    companies


5,000








77,000







Repayment of borrowings from third party non-financial services
    companies


(50,716
)



(10,000
)


(89,000
)






Net cash provided by financing activities


517,271




990,951



4,019,145



1,467,215



215,055Effect of foreign currency exchange rate changes on cash







2,296



(25,271
)


(64,806
)


(9,498
)Net increase in cash


72,105




78,455



882,622



147,837



21,669Cash at beginning of period


14,865








78,455



961,077



140,869Cash at end of period


86,970




78,455



961,077



1,108,914



162,538    F-12




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor)
    Consolidated Statements of Cash Flows  (Continued) (Amounts
    in thousands)
    PredecessorFrom January 1,



August 7, 20062006 to



(Date of Inception)September 4,



to December 31,


Year Ended December 31,2006



2006


2007


2008RMB



RMB


RMB


RMB


US$Interest paid, net of capitalized interest


16,652




23,534



57,034



63,210



9,265Income tax paid


925




30,009



33,518



2,374



348Non-cash investing and financing transactions:Advances to an affiliate by transferring of property, plant and
    equipment


1,656
















Payables for purchase of property, plant and equipment


6,554




29,669



39,733



155,465



22,787Payables for purchase of land use right


75,986
















Offset of advances to Tibetan Yingli with amount payable to
    Tibetan Yingli







8,000











Settlement of subscription receivable through profit
    appropriation


5,000
















Conversion of Series A and B redeemable convertible
    preferred shares











1,077,882







Conversion of mandatory convertible bonds to ordinary shares











378,907







    F-13




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor)Notes
    to Consolidated Financial Statements
    (Amounts in thousands, except share and per share data)  (1)
    Description
    of Business and Organization  (a)
    Description
    of Business    (b)
    Organization       F-14




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    (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
   F-15




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    PredecessorFrom






August 7,January 1,






2006 (Date2006 to






of Inception)





Year EndedSeptember 4,


% of Net



to December 31,


% of Net


December 31,


% of Net


Year Ended


% of Net2006


Revenue



2006


Revenue


2007


Revenue


December 31, 2008


RevenueRMB






RMB





RMB





RMB


US$Germany


602,786



68
%



406,889



54
%


889,036



22
%


3,118,713



457,122



41
%Spain


78,595



9
%



157,474



20
%


2,606,125



64
%


3,041,767



445,844



40
%Total


681,381



77
%



564,363



74
%


3,495,161



86
%


6,160,480



902,966



81
%         Predecessor



August 7,From






2006January 1,






(Date of2006 to






Inception) to





Year EndedSeptember 4,


% of Net



December 31,


% of Net


December 31,


% of Net


Year Ended


% of NetLocation

2006


Revenue



2006


Revenue


2007


Revenue


December 31, 2008


RevenueRMB






RMB





RMB





RMB


US$Customer A

Germany


78,071



9
%



218,831



29
%


208,587



5
%


138,391



20,284



2
%Customer B

Germany


60,539



7
%



95,745



13
%






0
%










0
%Customer C

Germany






0
%







0
%


32,347



1
%


878,244



128,728



12
%Customer D

Spain


55,805



6
%



128,681



17
%


545,567



14
%


201,587



29,547



3
%Customer E

Spain






0
%







0
%


793,065



20
%


376,742



55,221



5
%Customer F

Spain






0
%







0
%


497,438



12
%


593,578



87,003



8
%Total




194,415



22
%



443,257



59
%


2,077,004



52
%


2,188,542



320,783



30
%  F-16




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    December 31,Location

2007


2008RMB


RMB


US$Customer A

Germany


72,092



19



3Customer B

Germany










Customer C

Germany






207,853



30,465Customer D

Spain


130,840



188,737



27,664Customer E

Spain


335







Customer F

Spain


380,808







Total




584,075



396,609



58,132   Accounts
    receivable concentrations
    Dependence
    on suppliers
     F-17




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    December 31,Location

2007


2008RMB


RMB


US$Supplier A

United States of America


605,348



24,668



3,616Supplier B

United States of America






156,164



22,890Supplier C

South Korea






309,735



45,399Supplier D

Germany


637,270



596,373



87,413Total




1,242,618



1,086,940



159,318    F-18




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  Concentrations
    of cash balances held at financial institutions
    December 31, 2007


December 31, 2008Original


RMB


Original


RMBCurrency


Equivalents


Currency


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


59,022



59,022



551,130



551,130-US$


13,778



100,762



45,423



310,450-EURO


110



1,317



3,702



35,757Hong Kong Special Administrative Region (the HK SAR):-US$


109,212



797,753



25,425



173,772Europe:-US$










2,475



16,914-EURO


142



1,511



2,039



19,695Total cash held by financial institutions






960,365







1,107,718Restricted cash held by financial institutions located in the
    PRC:-RMB


6,914



6,914



92,719



92,719-US$


34



250



33



229-EURO










1,686



16,287Total restricted cash






7,164







109,234     (d)
    Use of
    Estimates   F-19




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    (e)
    Foreign
    Currency          (f)
    Cash
    and Restricted Cash      (g)
    Accounts
    Receivable   F-20




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    (h)
    Inventories  work-in-progress
  (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    F-21




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    Goodwill
    and Other Intangible Assets
      Technical know-how

5.5-6 yearsCustomer relationships

5.5-6 yearsOrder backlog

1-1.5 yearsShort-term supply agreements

0.5 yearLong-term supply agreements

3-9 years commencing in 2009     Impairment
    of Long-Lived Assets
       F-22




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  (k)
    Land
    Use Rights    (l)
    Investments
    in and Advances to Affiliates      (m)
    Statutory
    Reserves    (n)
    Derivative
    Financial Instruments  Accounting for
    Derivative Instruments and Certain Hedging Activities
    (o)
    Share-based
    Payment  Share-Based Payment
 F-23




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  No. 96-18, Accounting for Equity Instruments that are Issued to
    Other Than Employees for Acquiring, or in Conjunction with
    Selling, Goods or Services
  (p)
    Revenue
    Recognition               F-24




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) 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    (s)
    Warranty
    Cost  10-year 25-year
   F-25




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    Predecessor



August 7, 2006From January 1,



(Date of Inception)2006 to September 4,



to December 31,


Year Ended December 31,2006



2006


2007


2008RMB



RMB


RMB


RMB


US$Beginning balance


5,014








20,686



60,780



8,909Transfer of Tianwei Yingli to the Company







13,673











Warranty expense


8,659




7,013



40,094



74,036



10,852Warranty costs incurred or claimed















(11,167
)


(1,637
)Total accrued warranty cost


13,673




20,686



60,780



123,649



18,124Less accrued warranty cost, current portion


859




1,447



4,248



8,957



1,313Accrued warranty cost, excluding current portion


12,814




19,239



56,532



114,692



16,811   (t)
    Income
    Taxes    Accounting for Uncertainty in Income Taxes, an
    interpretation of Statement of Financial Accounting Standards
    No. 109
 F-26




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  (u)
    Commitments
    and Contingencies      (v)
    Segment
    Reporting  Disclosure about Segments of an
    Enterprise and Related Information
  (w)
    Earnings
    Per Share  Computation
    of Earnings Per Share No. 03-06, Participating Securities and the Two-Class Method
    under FASB Statement No. 128 No. 03-06), No. 03-06
     F-27




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  (x)
    Fair
    Value Measurements  Fair Value
    Measurements FAS 157-2, Effective Date of FASB Statement No. 157 FAS 157-2,
    FAS 157-3 ,
    Determining the Fair Value of a Financial Asset When the
    Market for That Asset is Not Active, FAS 157-3 FAS 157-3
  FAS 157-4, Determining Fair Value When the Volume and Level of
    Activity for the Asset or Liability Have Significantly Decreased
    and Identifying Transactions That Are Not Orderly FAS No. 157-4 FAS No. 157-4
  (y)
    Reclassifications   F-28




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  (z)
    Recently
    Issued Accounting Standards  SFAS No. 141R
    (revised 2007) and SFAS No. 160
  Business Combinations Noncontrolling Interests in
    Consolidated Financial Statements an
    amendment to ARB No. 51
  SFAS No. 161
  Disclosures about Derivative Instruments and Hedging
    Activities, an amendment of SFAS No. 133
  FASB
    Staff Position No. APB
    14-1 (FSP
    APB
    14-1)
  14-1, Accounting for Convertible Debt Instruments that May be
    Settled in Cash upon Conversion 14-1). 14-1 14-1 14-1
  14-1,
 F-29




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    EITF
    07-5
  No. 07-5, Determining Whether an Instrument (or Embedded Feature)
    Is Indexed to an Entitys Own Stock. EITF 07-5 EITF 07-5
  EITF
    08-6
  No. 08-6, Equity Method Investment Accounting
    Considerations. EITF 08-6 The Equity Method of Accounting for Investments in
    Common Stock EITF 08-6 EITF 08-6 EITF 08-6 EITF 08-6 Accounting for Certain
    Investments in Debt and Equity Securities EITF 08-6 EITF 08-6
  (3)
    Accounts
    Receivable    December 31,2007


2008RMB


RMB


US$Accounts receivable


1,243,462



1,442,935



211,496Less: Allowance for doubtful accounts


(2,618
)


(986
)


(144
)Total accounts receivable, net


1,240,844



1,441,949



211,352  F-30




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    Predecessor



August 7, 2006From January 1,



(Date of Inception)2006 to September 4,



to December 31,


Year Ended December 31,2006



2006


2007


2008RMB



RMB


RMB


RMB


US$Beginning balance


(1,776
)







(2,309
)


(2,618
)


(384
)Transfer of Tianwei Yingli to the Company







(2,309
)










Additions


(533
)







(647
)


(938
)


(137
)Reversal of allowance for doubtful accounts















1,155



169Write-off of accounts receivable charged against the allowance











338



1,415



208Ending balance


(2,309
)



(2,309
)


(2,618
)


(986
)


(144
)       (4)
    Inventories    December 31,2007


2008RMB


RMB


US$Raw materials


827,006



1,229,173



180,165Work-in-progress


228,343



474,495



69,548Finished goods


205,858



337,063



49,405Total inventories


1,261,207



2,040,731



299,118    F-31




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    (5)
    Property,
    Plant and Equipment    December 31,2007


2008RMB


RMB


US$Buildings


288,807



429,558



62,962Machinery and equipment


983,505



2,324,200



340,667Furniture and fixtures


4,918



10,318



1,512Motor vehicles


13,630



26,280



3,852Construction in progress


278,745



842,917



123,550Total property, plant and equipment


1,569,605



3,633,273



532,543Less: Accumulated depreciation


(89,776
)


(247,591
)


(36,291
)Total property, plant and equipment, net


1,479,829



3,385,682



496,252     August 7, 2006Predecessor



(Date of Inception)From January 1, 2006



to December 31,


Year Ended December 31,to September 4, 2006



2006


2007


2008RMB



RMB


RMB


RMB


US$Cost of revenues


21,138




12,141



72,452



150,204



22,016Selling expenses


65




35



129



203



30General and administrative expenses


1,524




874



5,113



7,936



1,163Research and development expenses















501



73Total depreciation expense


22,727




13,050



77,694



158,844



23,282     August 7, 2006Predecessor



(Date of Inception)From January 1, 2006



to December 31,


Year Ended December 31,to September 4, 2006



2006


2007


2008RMB



RMB


RMB


RMB


US$Interest cost capitalized


1,385




896



20,812



47,523



6,966Interest cost charged to income


22,441




25,789



64,834



149,193



21,868Total interest cost incurred


23,826




26,685



85,646



196,716



28,834  F-32




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  (6)
    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.
    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.    (b)
    Fair
    Value of Financial Instruments    
    Short-term financial instruments (cash, restricted cash,
    accounts receivable, accounts receivable from related parties,
    other amounts due from related parities, accounts payable,
    short-term bank borrowing, advances from customers, and amounts
    due to related parties)  cost approximates fair value
    because of the short maturity period.
    Long-term bank debt  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 bank debt approximate their fair values as all
    the long-term bank borrowings carry variable interest rates
    which approximate rates currently offered by the Companys
    bankers for similar debt instruments of comparable maturities.
    Convertible senior notes  as of December 31,
    2007 and 2008, the fair value of the convertible senior notes,
    determined based on quoted market value of the notes, was
    approximately US$196,441 (RMB 1,434,923) and US$89,700 (RMB
    613,064), respectively.  (7)
    Investment
    in and Advances to Affiliates   F-33




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
        (8)
    Acquisition
    Deposit    (9)
    Bank
    Borrowings  (a)
    Current    December 31,2007


2008RMB


RMB


US$Short-term borrowings from banks:- Guaranteed by Tianwei Baobian and its parent company


470,237







- Secured by accounts receivable


311,140



86,100



12,620- Secured by inventories


5,191



181,523



26,607- Guaranteed by third parties


182,615







- Unsecured loans


292,092



1,721,900



252,385- Current installments of long-term bank debt (note (b))






54,677



8,014Total short-term borrowings and current instalments of
    long-term bank debt


1,261,275



2,044,200



299,626      F-34




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  b)
    Non-current  December 31,2007


2008RMB


RMB


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






205,038



30,053- Unsecured loan






512,595



75,133



717,633



105,186Less: current portion






(54,677
)


(8,014
)Total long-term borrowings






662,956



97,172   6-month
  6-month
        (10)
    Convertible
    Loan     F-35




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    (11)
    Mandatory
    Convertible and Redeemable Bonds           F-36




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    (12)
    Convertible
    Senior Notes                   F-37




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
          (13)
    Income
    Taxes  Cayman
    Islands and British Virgin Islands
    PRC
      
    Prior to September 5, 2006, Tianwei Yingli was considered
    as a domestic enterprise for tax purposes. In addition, as a
    High and New Technology Enterprise, Tianwei Yingli
    was entitled to a preferential PRC EIT rate of 15%, consisting
    of 15% state tax and nil local tax. As part of the
    Reorganization described in Note 1, Tianwei Yinglis
    tax status was changed to a foreign invested enterprise
    beginning on September 5, 2006. F-38




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  However, it continued to qualify as a High and New
    Technology Enterprise and thus Tianwei Yinglis state
    tax rate remained at 15% while its local tax rate was increased
    to 3%.        
    Yingli China was established in October 2007 and was also
    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.    Predecessor



August 7, 2006From January 1, 2006



(Date of Inception)to September 4,



to December 31,


Year Ended December 31,2006



2006


2007


2008RMB



RMB


RMB


RMB


US$Cayman Islands







(18,687
)


16,057



(134,398
)


(19,699
)PRC


208,693




116,957



578,565



1,096,796



160,761Other countries











(62
)


(7,922
)


(1,161
)Total earnings before income taxes and minority interest


208,693




98,270



594,560



954,476



139,901  F-39




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    Predecessor



August 7, 2006From January 1, 2006



(Date of Inception)to September 4,



to December 31,


Year Ended December 31,2006



2006


2007


2008RMB



RMB


RMB


RMB


US$Current tax expensePRC


23,779




21,608







2,996



439Other countries















1,486



218Total current tax expense


23,779




21,608







4,482



657Deferred income tax expense (benefit):PRC


(1,233
)



1,360



12,928



(10,070
)


(1,476
)Sub-total


22,546




1,360



12,928



(10,070
)


(1,476
)Total income tax expense (benefit)


22,546




22,968



12,928



(5,588
)


(819
)     Predecessor



August 7, 2006From January 1, 2006



(Date of Inception)to September 4,



to December 31,


Year Ended December 31,2006



2006


2007


2008RMB



RMB


RMB


RMB


US$Computed expected tax expense


68,869




32,429



196,205



238,619



34,975Tax rate differential, preferential rate


(37,602
)



(17,546
)


(91,977
)


(340
)


(50
)Tax rate change







4,042



17,553







Foreign tax rate differential







5,763



8,163



35,741



5,239Equipment acquisition tax credit


(10,646
)















Tax holiday











(114,853
)


(275,573
)


(40,391
)Research and development tax credit


(275
)



(1,788
)


(2,895
)


(6,625
)


(971
)Non-deductible expenses:Salaries and benefits in excess of allowable limits


1,596
















Interest expense


449




34



43







Entertainment expense















971



142Other


155




34



689



1,619



237Actual income tax expense (benefit)


22,546




22,968



12,928



(5,588
)


(819
)  F-40




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    December 31,2007


2008RMB


RMB


US$Basic earnings per share


0.80



1.55



0.23Diluted earnings per share


0.78



1.52



0.22     December 31,2007


2008RMB


RMB


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






3,925



575Inventories






873



128Employee benefits






1,886



276Property, plant and equipment






1,932



283Accrued warranty


15,101



27,474



4,027Total gross deferred income tax assets


15,101



36,090



5,289Gross deferred income tax liabilities:Property, plant and equipment


(3,875
)


(12,611
)


(1,849
)Intangible assets


(52,324
)


(73,958
)


(10,841
)Land use rights


(321
)


(514
)


(75
)Total gross deferred income tax liabilities


(56,520
)


(87,083
)


(12,765
)Net deferred tax liabilities


(41,419
)


(50,993
)


(7,476
)      F-41




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
      (14)
    Share-Based
    Compensation    Restricted
    Shares
     F-42




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    No. 96-18, Accounting for Equity Instruments that are Issued to
    Other Than Employees for Acquiring, or in Conjunction with
    Selling, Goods or Services
    Number of


Grant Date WeightedNon-vested Shares


Average Fair ValueOutstanding as of December 31, 2006






Granted


2,621,060


US$
5.22Outstanding 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$
5.22Exercisable as of December 31, 2008


524,212


US$
5.22       Year Ended December 31,2007


2008RMB


RMB


US$Cost of revenues


1,179



1,192



175Selling expenses


788



747



109General and administrative expenses


17,433



15,684



2,299Research and development expenses






730



107Total compensation cost recognized for restricted shares


19,400



18,353



2,690  F-43




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  Stock
    Options
            Weighted AverageNumber of


Weighted Average


Remaining


Aggregate IntrinsicStock Options


Exercise Price


Contractual Term


ValueOutstanding as of August 7, 2006






Granted on December 28, 2006


610,929


US$
2.10Exercised






Forfeited or expired






Outstanding as of December 31, 2006


610,929


US$
2.10Granted


815,700


US$
23.65Exercised






Forfeited or expired






Outstanding as of December 31, 2007


1,426,629


US$
14.42Granted


2,979,584


US$
8.48Exercised






Forfeited or expired


(43,000
)

US$
19.37Outstanding as of December 31, 2008


4,363,213


US$
10.32



9.30 years


US$
7,312Exercisable as of December 31, 2008


521,792


US$
10.76



8.41 years


US$
1,198    F-44




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    August 7, 2006(Date of Inception) to


Year Ended December 31,December 31, 2006


2007


2008Expected volatility


70%



65%



67%Expected dividends yield


0%



0%



0%Expected term


6.3 years



6.23 years



6.19 yearsRisk-free interest rate (per annum)


5.13%



4.70%



4.34%Estimated fair value of underlying ordinary shares (per share)

US$
4.74


US$
24.57


US$
8.48           August 7, 2006(Date of Inception) to


Year Ended December 31,December 31, 2006


2007


2008RMB


RMB


RMB


US$Cost of revenues










1,448



212Selling expenses






965



7,807



1,144General and administrative expenses


62



7,349



30,874



4,525Research and development expenses










2,071



304Total compensation cost recognized for stock options


62



8,314



42,200



6,185    F-45




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  (15)
    Redeemable
    Convertible Preferred Shares           F-46




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
             F-47




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
         F-48




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  (16)
    Earnings
    per share  Basic
    and diluted earnings per share
  No. 03-06
  August 7, 2006(Date of Inception) to


Year Ended December 31,December 31, 2006


2007


2008RMB


RMB


RMB


US$Numerator:Net income available to ordinary shares


30,017



389,020



666,764



97,730Accretion to Series A and B preferred shares redemption
    value


(6,969
)


(53,151
)






Earnings allocated to participating preferred shareholders


(2,479
)


(43,722
)






Numerator for basic earnings per share


20,569



292,147



666,764



97,730Effect of dilutive securities














Numerator for diluted earnings per share


20,569



292,147



666,764



97,730Denominator:Denominator for basic earnings per share- Weighted-average ordinary shares outstanding


56,510,959



97,444,766



127,419,040



127,419,040Series A Preferred Share Warrant


243,416



191,544







Series B Preferred Share Warrant


151,503



1,087,818







Stock options






439,870



462,386



462,386Restricted shares






1,859,069



1,612,959



1,612,959Denominator for diluted earning per share


56,905,878



101,023,067



129,494,385



129,494,385Basic earnings per share


0.36



3.00



5.23



0.77Diluted earnings per share


0.36



2.89



5.15



0.75    F-49




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    August 7, 2006(Date of Inception) to


Year Ended December 31,December 31, 2006


2007


2008Shares issuable upon conversion of Series A and B preferred
    shares


32,486,458







Shares issuable upon conversion of mandatory convertible bonds
    payable to Yingli Power


5,485,768



5,340,088



Shares issuable upon exercise of warrants






2,068,252



Shares issuable pursuant to convertible senior notes






3,974,659



3,974,659Shares issuable under stock options and restricted shares


2,679,181



715,700



3,637,284       (17)
    Related-Party
    Transactions    Predecessor



August 7, 2006From January 1, 2006



(Date of Inception) to


Year Ended December 31,to September 4, 2006



December 31, 2006


2007


2008RMB



RMB


RMB


RMB


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


427








6,136



16,498



2,418Purchase of raw materials from related parties (note (b))


3,574




6,450



208,512



980,088



143,655   December 31,2007


2008RMB


RMB


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


4,024



23,024



3,375Prepayments to related party suppliers (note (b))


373,876



50,128



7,347Other amounts due from related parties (note (c))


4,248



4,059



595Total due from related parties


382,148



77,211



11,317Amounts due to related parties (note (b))


(6,097
)


(8,864
)


(1,299
)Dividends payable (note (d))


(10,956
)


(10,956
)


(1,606
)Total due to related parties


(17,053
)


(19,820
)


(2,905
)  F-50




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
     (a)
    
    During the period January 1, 2006 to September 4,
    2006, the Company sold raw material of RMB 427 to a company that
    has an equity shareholder who is a member of the Companys
    senior management. The Company continued to sell raw material of
    RMB 2,697 to this related party for the year ended
    December 31, 2007. Further, the Company sold PV modules of
    RMB 3,439 to its affiliate, Tibetan Yingli, for the year ended
    December 31, 2007. The Company primarily sold PV systems of
    RMB 15,826 (US$2,320) to a subsidiary of Yingli Group for the
    year ended December 31, 2008.(b)
    
    During the period January 1, 2006 to September 4,
    2006, the Company purchased raw material of RMB 3,030 and RMB
    544 from the subsidiaries of Yingli Group and a subsidiary of
    Baoding Tianwei Group Co., Ltd. (Tianwei Group), the
    parent company of Tianwei Baobian, respectively. During the
    period August 7, 2006 to December 31, 2006, the
    Company purchased raw material of RMB 3,752 and RMB 2,698 from
    the subsidiaries of Yingli Group and a subsidiary of Tianwei
    Group, respectively. The Company purchased raw material of RMB
    41,784, RMB 9,959 and RMB 8,426 from the subsidiaries of Yingli
    Group, a subsidiary of Tianwei Group and Dongfa Tianying,
    respectively, for the year ended December 31, 2007.
    Further, the Company purchased the polysilicon of RMB 148,343
    and RMB 444,601 (US$65,167) from an entity whose director is a
    member of the Companys senior management for the year
    ended December 31, 2007 and 2008, respectively. The Company
    imported the polysilicon of RMB 411,828 (US$60,363) from an
    entity whose equity shareholder is a minority shareholder of the
    Companys foreign subsidiary in 2008. In addition, the
    Company purchased raw materials of RMB 83,149 (US$12,187), RMB
    14,268 (US$2,091), RMB 23,646 (US$3,466) and RMB 2,596 (US$381)
    from the subsidiaries of Yingli Group, a subsidiary of Tianwei
    Group, Dongfa Tianying and an entity whose parent companys
    controlling shareholder is a direct relative of the general
    manager of Yingli Beijing, respectively, for the year ended
    December 31, 2008.(c)
    
    It mainly represented the loans and advances to Yingli Group and
    its subsidiary. There amounts were interest-free and repayable
    on demand.(d)
    
    On August 9, 2006, Tianwei Yingli declared dividends of RMB
    21,706 to Tianwei Baobian. Tianwei Baobian reinvested RMB 10,750
    of this dividends in the form of a paid in capital contribution
    to Tianwei Yingli. The remaining dividends payable of RMB 10,956
    is interest free and due on demand.  (18)
    Capital
    Commitments      (19)
    Step-up
    Acquisitions  (a)
    Goodwill   F-51




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
      RMBBalances as of August 7, 2006 (date of inception)


Acquisition of additional equity interest in Tianwei Yingli


3,985Balances as of December 31, 2006


3,985Acquisition of additional equity interest in Tianwei Yingli


23,588Acquisition of additional equity interest in Chengdu Yingli


283Balances as of December 31, 2007


27,856Acquisition of additional equity interest in Tianwei Yingli


245,810Balances as of December 31, 2008


273,666US$


40,112      F-52




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    November 20,


December 18,


June 25,2006


2006


2007


March 14, 2008RMB


RMB


RMB


RMB


US$Total cash consideration


130,940



484,840



908,600



1,750,840



256,627Less: Ownership interest in cash consideration


(70,681
)


(301,232
)


(637,019
)


(1,295,797
)


(189,930
)Net cash consideration


60,259



183,608



271,581



455,043



66,697Net tangible assets acquired (excluding deferred income taxes)


11,514



34,345



96,324



111,096



16,284Deferred income tax liabilities, net


(3,622
)


(11,537
)


(16,084
)


(19,643
)


(2,879
)Identifiable intangible assets:Trademarks


5,044



10,554



28,019



14,055



2,060Technical know-how


25,432



82,177



51,301



46,066



6,752Customer relationships


7,141



15,485



23,395



20,650



3,027Order backlog


2,268



9,683



6,624



4,699



688Short-term supplier contracts


2,761



1,542











Long-term supplier contracts


5,736



41,360



58,414



32,310



4,736Goodwill


3,985







23,588



245,810



36,029Purchase price allocated


60,259



183,608



271,581



455,043



66,697     (b)
    Intangible
    assets    December 31, 2007Weighted Average

Gross Carrying


AccumulatedAmortization Period

Amount


Amortization


Intangibles, NetYears

RMB


RMB


RMBTrademark

Indefinite


43,617







43,617Technical know-how

5.8


158,910



(23,526
)


135,384Customer relationship

5.8


46,021



(6,116
)


39,905Order backlog

1.3


18,575



(11,663
)


6,912Short-term supplier agreements

0.5


4,303



(4,303
)


Long-term supplier agreements

8.8


105,510







105,510Total




376,936



(45,608
)


331,328   F-53




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  December 31, 2008Weighted Average

Gross Carrying


AccumulatedAmortization Period

Amount


Amortization


Intangibles, NetYears

RMB


RMB


RMB


US$Trademark

Indefinite


57,672







57,672



8,453Technical know-how

5.6


204,976



(58,396
)


146,580



21,485Customer relationship

5.8


66,671



(16,960
)


49,711



7,286Order backlog

1.3


23,274



(22,294
)


980



144Short-term supplier agreements

0.5


4,303



(4,303
)






Long-term supplier agreements

9.0


137,820







137,820



20,201Total




494,716



(101,953
)


392,763



57,569        F-54




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
    August 7, 2006(Date of Inception) to


Year Ended December 31,December 31, 2006


2007


2008RMB


RMB


RMB


US$Cost of revenuesShort-term supplier agreements


716



3,586







Selling expensesCustomer relationship


218



5,898



10,843



1,589Order back-log


383



11,279



10,632



1,558General and administrative expensesTechnical know-how


928



22,599



34,870



5,112Total amortization expense


2,245



43,362



56,345



8,259     December 31,RMB2009


64,8872010


63,9092011


63,9092012


62,7632013


19,104274,572  F-55




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  (20)
    Geographic
    Revenue Information    Predecessor



August 7, 2006From January 1, 2006



(Date of Inception) to


Year Ended December 31,to September 4, 2006



December 31, 2006


2007


2008RMB



RMB


RMB


RMB


US$Europe:- Germany


602,786




406,889



889,036



3,118,713



457,122- Spain


78,595




157,474



2,606,125



3,041,767



445,844- Italy


1,610








292,836



95,237



13,959- France











556



291,814



42,772- Belgium











2,507



58,716



8,606- Others


64,640




22,202



3,854



26,899



3,943Subtotal - Europe


747,631




586,565



3,794,914



6,633,146



972,246PRC (excluding HK SAR, Macau and Taiwan)


30,941




50,028



61,098



186,488



27,334HK SAR


83,799




70,786



103,794







United States of America


13




40,564



36,182



127,743



18,724Japan











55,949



309,421



45,353South Korea











2,045



287,193



42,095Other countries


32,962




6,854



5,347



9,024



1,322Total gross revenue


895,346




754,797



4,059,329



7,553,015



1,107,074Sales tax and surcharge


(11,358
)



(4
)


(6
)






Total net revenues


883,988




754,793



4,059,323



7,553,015



1,107,074   (21)
    Subsequent
    Events   F-56




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
  Business
    Combinations
  RMBAssets acquired:Property, plant and equipment


632,743Land use rights


78,770Other assets


116,236Total assets acquired


827,749Liabilities assumed:Accounts payable


266,243Other liabilities


26,766Total liabilities assumed


293,009          F-57




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    AND
    BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
    (Predecessor) Notes
    to Consolidated Financial
    Statements  (Continued)
    (Amounts in thousands, except share and per share data)
     F-58