TABLE OF CONTENTS       PageARTICLE I         DEFINITIONS         SECTION 1.01. Certain Defined Terms  1 SECTION 1.02. Definitions  5 SECTION 1.03. Interpretation and Rules of Construction  6      ARTICLE II         PURCHASE AND SALE         SECTION 2.01. Purchase and Sale of the Shares  6 SECTION 2.02. Purchase Price  6 SECTION 2.03. Closing  7 SECTION 2.04. Closing Deliveries by the Seller  7 SECTION 2.05. Closing Deliveries by the Purchaser  7      ARTICLE III         REPRESENTATIONS AND WARRANTIESOF THE SELLER         SECTION 3.01. Organization, Authority and Qualification of the Seller  7 SECTION 3.02. Organization, Authority and Qualification of the Company and the Subsidiaries  8 SECTION 3.03. Capitalization; Ownership of Shares  8 SECTION 3.04. No Conflict  9 SECTION 3.05. Governmental Consents and Approvals  9 SECTION 3.06. Financial Information  9 SECTION 3.07. Absence of Undisclosed Material Liabilities  10 SECTION 3.08. Conduct in the Ordinary Course  10 SECTION 3.09. Litigation  10 SECTION 3.10. Compliance with Laws  10 SECTION 3.11. Environmental Matters  10 SECTION 3.12. Intellectual Property  11 SECTION 3.13. Real Property  11 SECTION 3.14. Personal Property Assets  12 SECTION 3.15. Employee Benefit Matters  12 SECTION 3.16. Taxes  12 SECTION 3.17. Material Contracts  13 SECTION 3.18. Loans  13 
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       PageSECTION 3.19. Share Option and Other Plans  13 SECTION 3.20. Due Diligence  14 SECTION 3.21. Brokers  14      ARTICLE IV         REPRESENTATIONS AND WARRANTIESOF THE PURCHASER         SECTION 4.01. Organization and Authority of the Purchaser  14 SECTION 4.02. Audit Committee Approval  14 SECTION 4.03. No Conflict  15 SECTION 4.04. Governmental Consents and Approvals  15 SECTION 4.05. Financing  15 SECTION 4.06. Litigation  15 SECTION 4.07. Brokers  15      ARTICLE V         CONDITIONS TO CLOSING         SECTION 5.01. Conditions to Obligations of the Seller  15 SECTION 5.02. Conditions to Obligations of the Purchaser  16 SECTION 5.03. Condition Subsequent  16      ARTICLE VI         INDEMNIFICATION         SECTION 6.01. Survival of Representations and Warranties  17 SECTION 6.02. Indemnification by the Seller  17 SECTION 6.03. Indemnification by the Purchaser  17 SECTION 6.04. Limits on Indemnification  17 SECTION 6.05. Notice of Loss; Third Party Claims  18 SECTION 6.06. Remedies  19      ARTICLE VII         TERMINATION, AMENDMENT AND WAIVER         SECTION 7.01. Termination  19 SECTION 7.02. Effect of Termination  19      ARTICLE VIII         GENERAL PROVISIONS         SECTION 8.01. Expenses  19 
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       PageSECTION 8.02. Notices  19 SECTION 8.03. Public Announcements  20 SECTION 8.04. Severability  20 SECTION 8.05. Entire Agreement  20 SECTION 8.06. Assignment  20 SECTION 8.07. Amendment  21 SECTION 8.08. Waiver  21 SECTION 8.09. No Third Party Beneficiaries  21 SECTION 8.10. Currency  21 SECTION 8.11. Governing Law  21 SECTION 8.12. Dispute Resolution  21 SECTION 8.13. Counterparts  22 List of Disclosure Schedule3.02(b) Organization, Authority and Qualifications of the Company and the Subsidiaries3.13(a) Real Property — Owned Real Properties3.13(b) Real Property — Leased Real Properties3.17(a) Material Contracts
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     SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of January 7, 2009, betweenGrand Avenue Group Limited, a British Virgin Islands company (the “Seller”), and YingliGreen Energy Holding Company Limited, a Cayman Islands company (the “Purchaser”).     WHEREAS, the Seller has acquired 30% of the issued and outstanding ordinary shares, US$0.001par value per share (the “Ordinary Shares”), of Cyber Power Group Limited, a British VirginIslands company (the “Company”) pursuant to a share purchase agreement dated as of January7, 2009 (the “Gold Sight SPA”) by and between the Seller and Gold Sight InternationalLimited (“Gold Sight”) and currently owns all the issued and outstanding Ordinary Shares ofthe Company (the “Shares”).     WHEREAS, the Company is a development stage enterprise which will, through its Subsidiaries,be engaged in the business of producing solar-grade polysilicon in Baoding, Hebei Province, thePeople’s Republic of China (the “Business”);     WHEREAS, the Seller and the Purchaser entered into a binding Letter of Intent (the“LOI”) in connection with the acquisition of the Shares on November 26, 2008 with (i)Baoding Yingli Group Company Limited, a company established under the laws of the PRC and anaffiliate of the Seller, (ii) Yingli Energy (China) Company Limited, a company established underthe laws of the PRC and a wholly owned subsidiary of the Buyer, and (iii) Mr. Liansheng Miao;     WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase fromthe Seller, the Shares, all upon the terms and subject to the conditions set forth herein; and     WHEREAS, the Purchaser has agreed to execute a Deed dated as of January 7, 2009 (the“Deed”) pursuant to which the Purchaser agrees to transfer 30% of the Shares to Gold Sightupon the occurrence of certain conditions as specified in the Deed.     NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenantshereinafter set forth, and intending to be legally bound, the Seller and the Purchaser hereby agreeas follows:ARTICLE IDEFINITIONS     SECTION 1.01. Certain Defined Terms. For purposes of this Agreement:     “Action” means any claim, action, suit, arbitration, inquiry, proceeding orinvestigation by or before any Governmental Authority.     “Affiliate” means, with respect to any specified Person, any other Person thatdirectly, or indirectly through one or more intermediaries, controls, is controlled by, or is undercommon control with, such specified Person.
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     “Assets” means the assets and properties of the Company and the Subsidiaries.     “Business Day” means any day that is not a Saturday, a Sunday or other day on whichbanks are required or authorized by Law to be closed in the PRC and the Hong Kong SpecialAdministrative Region.     “Company Intellectual Property” means all Intellectual Property, if any, owned by theCompany or the Subsidiaries that is material to the operation of the Company and the Subsidiariesas currently conducted.     “Control” (including the terms “controlled by” and “under common controlwith”), with respect to the relationship between or among two or more Persons, means thepossession, directly or indirectly or as trustee, personal representative or executor, of the powerto direct or cause the direction of the affairs or management of a Person, whether through theownership of voting securities, as trustee, personal representative or executor, by contract,credit arrangement or otherwise.     “Cyber Lighting” means Cyber Lighting Holding Company Limited, a company incorporatedand existing under the laws of Hong Kong.     “Disclosure Schedule” means the Disclosure Schedule attached hereto, dated as of thedate hereof, delivered by the Seller to the Purchaser in connection with this Agreement.     “Encumbrance” means any security interest, pledge, hypothecation, mortgage, lien orencumbrance, other than any licenses of Intellectual Property.     “Environmental Law” means any federal, state, local or foreign statute, law,ordinance, regulation, rule, code, order, consent decree or judgment, in each case in effect as ofthe date hereof, relating to pollution or protection of the environment.     “Environmental Permits” means any permit, approval, identification number, license andother authorization required under or issued pursuant to any applicable Environmental Law.     “Existing Share Charge” means a charge on certain of Cyber Power’s Ordinary Sharescreated pursuant to a Share Charge in Respect of Shares of Cyber Power Group Limited dated June 10,2008 among the Seller, DB Trustees (Hong Kong) Limited, as the chargee, and DB Trustees (Hong Kong)Limited, as the transferee security agent.     “Fine Silicon” means Fine Silicon Co., Ltd., a company incorporated and existing underthe laws of the PRC.     “GAAP” means United States generally accepted accounting principles and practices ineffect from time to time applied consistently throughout the periods involved.     “Governmental Authority” means any federal, national, supranational, state,provincial, local or other government, governmental, regulatory or administrative authority, agencyor commission or any court, tribunal, or judicial or arbitral body.
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     “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation,determination or award entered by or with any Governmental Authority.     “Indemnified Party” means a Purchaser Indemnified Party or a Seller Indemnified Party,as the case may be.     “Indemnifying Party” means the Seller pursuant to Section 6.02 and the Purchaserpursuant to Section 6.03, as the case may be.     “Intellectual Property” means (a) patents and patent applications, (b) trademarks,service marks, trade names, trade dress and domain names, together with the goodwill associatedexclusively therewith, (c) copyrights, including copyrights in computer software, (d) confidentialand proprietary information, including trade secrets and know-how, and (e) registrations andapplications for registration of the foregoing.     “Law” means any federal, national, supranational, state, provincial, local or similarstatute, law, ordinance, regulation, rule, code, order, requirement or rule of law (includingcommon law).     “Leased Real Property” means the real property leased by the Company or theSubsidiaries, in each case, as tenant, together with, to the extent leased by the Company or theSubsidiaries, all buildings and other structures, facilities or improvements currently or hereafterlocated thereon, all fixtures, systems, equipment and items of personal property of the Company orthe Subsidiaries attached or appurtenant thereto and all easements, licenses, rights andappurtenances relating to the foregoing.     “Liabilities” means any and all debts, liabilities and obligations, whether accrued orfixed, absolute or contingent, matured or unmatured or determined or determinable, including thosearising under any Law, Action or Governmental Order and those arising under any contract,agreement, arrangement, commitment or undertaking.     “Material Adverse Effect” means any circumstance, change in or effect on the Companyand the Subsidiaries that is materially adverse to the consolidated results of operations or theconsolidated financial condition of the Company and the Subsidiaries, taken as a whole;provided, however, that none of the following, either alone or in combination,shall be considered in determining whether there has been a breach of a representation, warranty,covenant or agreement that is qualified by the term “Material Adverse Effect”: (a) events,circumstances, changes or effects that generally affect the industries in which the Company and theSubsidiaries operate (including legal and regulatory changes), (b) general economic or politicalconditions or events, circumstances, changes or effects affecting the securities markets generally,(c) changes arising from the consummation of the transactions contemplated by, or the announcementof the execution of, this Agreement, including (i) any actions of competitors, (ii) any actionstaken by or losses of employees or (iii) any delays or cancellations of orders for products orservices, (d) any reduction in the price of services or products offered by the Company and theSubsidiaries in response to the reduction in price of comparable services or products offered by acompetitor, (e) any circumstance, change or effect that results from any action taken pursuant toor in accordance with this Agreement or at request of the Purchaser and
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(f) changes caused by a material worsening of current conditions caused by acts of terrorismor war (whether or not declared) occurring after the date hereof.     “Owned Real Property” means the real property in which the Company or any Subsidiaryhas fee title (or equivalent) interest, or the land use right as granted by competent GovernmentalAuthorities of the PRC (including, for the purposes of Section 3.13 herein, such land use rightthat relevant Governmental Authorities have undertaken to grant to the Company or any Subsidiary,together with all buildings and other structures, facilities or improvements currently or hereafterlocated thereon, all fixtures, systems, equipment and items of personal property of the Company orany Subsidiary attached or appurtenant thereto and all easements, licenses, rights andappurtenances relating to the foregoing.     “Permitted Encumbrances” means (a) statutory liens for current Taxes not yet due ordelinquent (or which may be paid without interest or penalties) or the validity or amount of whichis being contested in good faith by appropriate proceedings, (b) mechanics’, carriers’, workers’,repairers’ and other similar liens arising or incurred in the ordinary course of business relatingto obligations as to which there is no default on the part of the Company or any Subsidiary, as thecase may be, or the validity or amount of which is being contested in good faith by appropriateproceedings, or pledges, deposits or other liens securing the performance of bids, trade contracts,leases or statutory obligations (including workers’ compensation, unemployment insurance or othersocial security legislation), (c) zoning, entitlement, conservation restriction and other land useand environmental regulations by Governmental Authorities which do not materially interfere withthe present use of the Assets, (d) all covenants, conditions, restrictions, easements, charges,rights-of-way, other Encumbrances and similar matters of record set forth in any state, local ormunicipal franchise of the Company and the Subsidiaries which do not materially interfere with thepresent use of the Assets, (e) matters which would be disclosed by an accurate survey or inspectionof the Real Property which do not materially impair the occupancy or current use of such RealProperty which they encumber and (f) all other Encumbrances that would not have a Material AdverseEffect.     “Person” means any individual, partnership, firm, corporation, limited liabilitycompany, association, trust, unincorporated organization or other entity, as well as any syndicateor group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Actof 1934, as amended.     “PRC” means the People’s Republic of China. For the purposes of this Agreement, thePRC shall exclude Taiwan, Macao Special Administrative Region and Hong Kong Special AdministrativeRegion.     “Purchase Price Bank Account” means a bank account to be designated by the Seller tothe Purchaser before the Closing.     “Real Property” means all land, buildings, improvements and fixtures erected thereonand all appurtenances related thereto.     “Reference Statement Date” means November 30, 2008.
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     “Securities Act” means the Securities Act of 1933, as amended.     “Seller’s Knowledge”, “Knowledge of the Seller” or similar terms used in thisAgreement mean the actual (but not constructive or imputed) knowledge of the directors of theSeller after due inquiry as of the date of this Agreement (or, with respect to a certificatedelivered pursuant to this Agreement, as of the date of delivery of such certificate) without anyimplication of verification or investigation concerning such knowledge.     “Securities Act” means the Securities Act of 1933, as amended.     “Subsidiaries” means Fine Silicon and Cyber Lighting.     “Tax” or “Taxes” means any and all taxes of any kind (together with any andall interest, penalties, additions to tax and additional amounts imposed with respect thereto)imposed by any government or taxing authority.     “Tax Returns” means any and all returns, reports and forms (including elections,declarations, amendments, schedules, information returns or attachments thereto) required to befiled with a Governmental Authority with respect to Taxes.     SECTION 1.02. Definitions. The following terms have the meanings set forth in theSections set forth below:     Definition Location“Agreement”  Preamble“Business”  Recitals“Closing”  2.03 “Closing Date”  2.03 “Company”  Recitals“Deed”  Recitals“Financial Statements”  3.06(a)“Initial Purchase Price”  2.02 “Loss”  6.02 “Material Contracts”  3.17(a)“Ordinary Shares”  Recitals“Purchaser”  Preamble“Purchaser Indemnified Party”  6.02 “Remaining Purchase Price”  2.02 “SEC”  4.02 “Seller”  Preamble“Seller Indemnified Party”  6.03 “Shares”  Recitals“Third Party Claim”  6.05(b)“Total Purchase Price”  2.02 
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          SECTION 1.03. Interpretation and Rules of Construction. In this Agreement, except tothe extent otherwise provided or that the context otherwise requires:     (a) when a reference is made in this Agreement to an Article, Section, Exhibit orSchedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, thisAgreement unless otherwise indicated;     (b) the table of contents and headings for this Agreement are for reference purposesonly and do not affect in any way the meaning or interpretation of this Agreement;     (c) whenever the words “include,” “includes” or “including” are used in this Agreement,they are deemed to be followed by the words “without limitation”;     (d) the words “hereof,” “herein” and “hereunder” and words of similar import, when usedin this Agreement, refer to this Agreement as a whole and not to any particular provision ofthis Agreement;     (e) all terms defined in this Agreement have the defined meanings when used in anycertificate or other document made or delivered pursuant hereto, unless otherwise definedtherein;     (f) the definitions contained in this Agreement are applicable to the singular as wellas the plural forms of such terms;     (g) references to a Person are also to its successors and permitted assigns; and     (h) the use of “or” is not intended to be exclusive unless expressly indicatedotherwise.ARTICLE IIPURCHASE AND SALE          SECTION 2.01. Purchase and Sale of the Shares. Upon the terms and subject to theconditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser the Shares,and the Purchaser shall purchase the Shares.          SECTION 2.02. Purchase Price. The aggregate purchase price for the Shares shall beUS$77,582,838 (the “Total Purchase Price”), among which US$25,000,000 was paid by thePurchaser on November 27, 2008 pursuant to the LOI (the “Initial Purchase Price”), and theremaining US$52,582,838 (the “Remaining Purchase Price”) shall be payable within two (2)Business Days after the Closing Date. The Purchaser and the Seller agree that after the Closing,in the event that the Purchaser shall transfer 30% of the Shares to Gold Sight pursuant to theDeed, the Seller shall promptly refund to the Purchaser 30% of the Total Purchase Price.
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          SECTION 2.03. Closing. Subject to the terms and conditions of this Agreement, thesale and purchase of the Shares contemplated by this Agreement shall take place at a closing (the“Closing”) to be held at the offices of Simpson Thacher & Bartlett LLP, 35thFloor, ICBC Tower, 3 Garden Road, Central, Hong Kong on the execution date of this Agreement (the“Closing Date”), subject to the satisfaction or waiver of the conditions to the obligationsof the parties hereto set forth in Section 5.01 and Section 5.02.          SECTION 2.04. Closing Deliveries by the Seller. At the Closing, the Seller shalldeliver or cause to be delivered to the Purchaser:     (a) updated share registries or share certificates evidencing the Shares duly endorsedin blank, or accompanied by instruments of transfers duly executed in blank and with allrequired share transfer tax stamps affixed; and     (b) all other documents, instruments and writings required to have been executed or deliveredat or prior to the Closing Date by Seller pursuant to this Agreement.     SECTION 2.05. Closing Deliveries by the Purchaser. At the Closing, the Purchasershall deliver or cause to be delivered to the Seller:     (a) the duly executed Deed and all other documents, instruments and writing required to havebeen executed or delivered at or prior to the Closing Date pursuant to the Deed;     (b) all other documents, instruments and writings required to have been executed or deliveredat or prior to the Closing Date by Purchaser pursuant to this Agreement.ARTICLE IIIREPRESENTATIONS AND WARRANTIES