Exhibit 4.9




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Agreement Company Purchaser
 BVI Cyber Power Cyber Power Acquisition Grand
Avenue Cyber Power Acquisition Purchase Price
 Notes First
Tranche Notes
  Gold Sight Purchase
Price Gold Sight Second Tranche Notes
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1. Definitions
  Act
 ADSs
 Affiliate
 Agreement
 Applicable Agreements
 Applicable Law
 Business Day
 BVI
 BVI Cyber Power
 Capital Stock
 Chairman
 Chairman Guarantee
 Charter Documents
 Clearing Facilities
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Clearstream
 Closing
 Closing Date
 Collateral Agent
 Commission
 Company
 Company Common Stock
 Conversion Shares
 Cyber HK Holdco
 Cyber Power Acquisition
 Cyber Power Acquisition Purchase Price
 Cyber Power Group Companies
 Cyber Power Share Purchase Agreement Exhibit B
 Cyber PRC Opco
 Euroclear
 Exchange Act
 FCPA
 First Tranche Notes
 GAAP
 Gold Sight
 Gold Sight Cyber Power Share Purchase Agreement Exhibit C
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Gold Sight Guaranty
 Gold Sight Note
 Gold Sight Purchase Collateral
 Gold Sight Purchase Price
 Gold Sight Share Charge
 Gold Sight Transaction Documents
 Grand Avenue
 Group Companies
 Guarantees
 Guarantor
 Indemnified Party
 Indemnifying Party
 Indenture Exhibit A
 Initial Closing Date
 Intellectual Property
 Lien
 Major Shareholder
 Material Adverse Change
 Material Adverse Effect
  4




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ML Facility
 ML Facility Collateral
       Money Laundering Laws
 Most Recent Balance Sheet
 Note Purchase Amount
 Noteholders
 Notes
 Outside Payment Date
 Person
 PFIC
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PRC
 PRC Subsidiaries
 Proceedings
 Proposal
 Purchaser
 Regulation S
 Rights Agreement
 SEC Reports
 Second Tranche Closing
 Second Tranche Notes
 Securities
 Subsidiary
 (a)
    
    such Person,(b)
    
    such Person and one or more Subsidiaries of such Person, or(c)
    
    one or more Subsidiaries of such Person,
  Tax
 Trading Market
 Transaction Documents
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Trustee
 US$
 YGE Share Charge Exhibit D
 2. Rules of Construction
            3. Issuance of Notes
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Regulation S
 4. Guarantees and Pledges.
 Guarantor
  5. Purchase, Sale and Delivery on the Initial Closing Date and on Subsequent Closing
Date(s)
 Closing Initial Closing
  Second Tranche Closing provided however rd
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rd
 6. Representations and Warranties of the Company , provided
 SEC Reports; Financial Statements
 SEC Reports GAAP
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Trading Market
  Ownership of Shares of Subsidiaries; Affiliates.
    Organization
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Capitalization and Voting Rights
 Capital Stock
 Issued and Issuable Shares
 Voting and Other Agreements
 Authorization
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Valid Issuance of Notes and the Guarantees
 Valid Issuance of Conversion Shares
 Compliance with Instruments Charter Documents Applicable Agreements
 No Conflicts
 Security Interests
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Governmental Filings
 Proceedings Proceedings
 Permits Permits
 Title to Property
 Taxes Tax Taxes
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Intellectual Property
 Intellectual Property
  Internal Controls
 Financial Statements; No Undisclosed Liabilities
 Material Adverse
Change
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Most Recent Balance Sheet
 Debt .
 Related Party Transactions
 Labor Matters
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Brokers and Finders; ML Facility
 Environmental Matters Environmental Laws
 Encumbrances
 Foreign Corrupt Practices Act FCPA
 No Stabilization
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No Sale to the U.S.
 No Directed Selling Efforts
 No Registration
 Ranking of Obligations
 Investment Company
 PFIC PFIC
 OFAC OFAC
 Money Laundering Laws Money Laundering Laws
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Other Representations and Warranties Relating to the PRC Subsidiaries
       18




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Full Disclosure
  7. Covenants of the Company.
        19




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provided however
     Outside
Financing
    20




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Proposal
  8. Purchasers Representations, Warranties and Agreements
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provided however
    9. Conditions Precedent to the Obligation of the Purchaser to Purchase the Notes .
  23




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(i)
    
    each of (A) Grand Avenues purchase from Gold Sight of its BVI Cyber Power
            shares (including delivery of the related note in respect of the Gold Sight Purchase
Price and the Gold Sight Purchase Collateral and related collateral perfection
thereof), (B) the Cyber Power Acquisition by the Company, and (C) the repayment in full
by Grand Avenue of the ML Facility and the release of the ML Facility Collateral (with
such documentation to be provided to the Purchasers reasonable satisfaction in respect
of the repayment in full of the ML Facility and the release of the ML Facility
Collateral) shall have been consummated in accordance with Applicable Law and the terms
of the related agreements on terms satisfactory to the Purchaser;
 (ii)
    
    the Purchaser shall have received the following, in the form and substance
satisfactory to it:
 (A)
    
    an opinion of Simpson Thacher & Bartlett LLP, U.S. counsel to
the Company;(B)
    
    opinions of Conyers Dill & Pearman, Cayman and BVI counsel to
the Company;(C)
    
    certificates of the Company, the Major Shareholder and the
Chairman, substantially in the form attached hereto as Exhibit E; and(D)
    
    all agreements, opinions, certificates, letters and other
documents delivered under or in connection with the transactions contemplated
in the Transaction Documents that are required to be delivered at Closing.
 (iii)
    
    the Collateral Agent shall have received on the Initial Closing Date:
 (A)
    
    duly executed undated share transfers, share certificates (save
where share certificates have otherwise been delivered to Gold Sight pursuant
to the Gold Sight Share Charge) and irrevocable proxies in respect of the
Charged Shares (as defined in the YGE Share Charge) under the YGE Share Charge;(B)
    
    subject to Section 7(m), all other registrations, filings and
other formalities specified in the YGE Share Charge as required to be completed
or performed on or prior to the Initial Closing Date; and(C)
    
    certified copies of searches of all applicable registers of
security interests applicable to the Company, such searches to be satisfactory
to the Purchaser in its sole discretion.
 (iv)
    
    None of the other parties to any of the Transaction Documents shall be in
breach or default under their respective obligations thereunder.
 (v)
    
    The Company shall have received due and proper waivers, or shall have entered
into amendments or agreements effecting such waivers, by the security holder, creditor
or anyone who holds similar rights in the Company (other than the holders of the
Notes), of any restrictions with respect to the issuance or sale of the Notes or the
consummation of the transactions contemplated under the Transaction Documents,
including any right of first refusal or right to be consulted or to make a comparable
offer with respect to the Notes, held by any such security holder, creditor or  holder
of similar rights.
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(i)
    
    The representations and warranties of each of the Company, the Major
Shareholder and the Chairman contained in each Transaction Document to which they are a
party shall be true and correct as of the date hereof and at the Closing Date.(ii)
    
    Each of the Company, the Group Companies, the Major Shareholder and the
Chairman shall have performed, satisfied and complied with, to the Purchasers
satisfaction in its sole discretion, all covenants, agreements and conditions required
by the Transaction Documents to be performed, satisfied or complied with by them at or
prior to the Closing.(iii)
    
    No injunction, restraining order or order of any nature by a Governmental
Authority shall have been issued as of the Closing Date that could prevent or
materially interfere with the consummation of the transactions contemplated under the
Transaction Documents; and no stop order suspending the qualification or exemption from
qualification of any of the Securities in any jurisdiction shall have been issued and
no Proceeding for that purpose shall have been commenced or, to the knowledge of the
Company after due inquiry, be pending or threatened as of the Closing Date.(iv)
    
    No action shall have been taken and no Applicable Law shall have been enacted,
adopted or issued that could, as of the Closing Date, reasonably be expected to prevent
the consummation of the transactions contemplated under the Transaction Documents. No
Proceeding shall be pending or, to the knowledge of the Company after due inquiry,
threatened other than Proceedings that if adversely determined could not, individually
or in the aggregate, adversely affect the issuance or marketability of the Notes or the
Conversion Shares, or could not, individually or in the aggregate, have a Material
Adverse Effect.(v)
    
    Since the date hereof (in the case of the Initial Closing) or the Initial
Closing Date (in the case of any Second Tranche Closing), no event or events have
occurred, no information has become known and no conditions exist that could be
reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect.(vi)
    
    Before and after giving effect to the transactions to occur on such Closing
Date, no default shall exist under the Indenture.(vii)
    
    The Purchaser shall have received:
 (A)
    
    a certificate dated the Closing Date, signed by the Chief
Executive Officer and Chairman of the Board of the Company on behalf of the
Company to the effect that (a) the Companys representations and warranties set
forth in Section 6 are true and correct with the same force and effect as
though expressly made at and as of the Closing Date, (b) the Company has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to the Closing Date, and (c) the
other conditions in 9(b) have been satisfied.(B)
    
    a certificate dated the Closing Date, signed by, as applicable,
the Major Shareholder and the Chairman, to the effect that (a) the
representations and
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warranties set forth in the Transaction Documents which are given by the
Major Shareholder or the Chairman, as applicable, are true and correct with
the same force and effect as though expressly made at and as of the Closing
Date, and (b) the Major Shareholder or the Chairman, as applicable, has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied under the Transaction Documents at or prior to the
Closing Date.10.
    
    Indemnification.
 Indemnifying Party Indemnified Party
 (i)
    
    actions taken or omitted to be taken by any of the Group Companies or their
respective Affiliates, officers, directors, employees or agents in breach or violation
of their respective representations, warranties, covenants and agreements set forth in
the Agreement or the other Transaction Documents, or(ii)
    
    any breach by any of the Group Companies or their respective Affiliates of any
of the representations, warranties, covenants and agreements set forth in any
Transaction Document,
  provided however
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11. Termination
    27




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12. Survival of Representations and Indemnities .
 13. Substitution of Purchaser . provided
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14. Further Assurances
 15. Miscellaneous .
  (i)
    
    if to the Company, to: No. 3055 Middle Fuxing Road, Baoding 070151, Peoples
Republic of China, Fax: (86) 312 892 9800, Attention: Chief Financial Officer, and with
a copy to Simpson Thacher & Bartlett LLP, ICBC Tower, 35th Floor, 3 Garden
Road, Central Hong Kong, Fax: 852 2869-7694, Attention: Mr. Leiming Chen; and(ii)
    
    if to the Purchaser, to: Unit 1206, One Lu Jia Zui Center, 68 Yincheng Road
(C), Shanghai 200120, Peoples Republic of China, Fax: (86) 21 5010-6162 Attention:
Mr. David Lin, and with a copy to OMelveny & Myers LLP, 37th Floor, 1266
Nanjing Road West, Shanghai 200040, Peoples Republic of China, Fax: (86) 21
2307-7300, Attention: Mr. Kurt Berney.
     29




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provided
 [Signature Page(s) to Follow]
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COMPANY:
YINGLI GREEN ENERGY HOLDING COMPANY LIMITEDBy:
    /s/ Zongwei LiName:
    Zongwei LiTitle:
    Chief Financial OfficerPURCHASER:
TRUSTBRIDGE PARTNERS II, L.P. 
              By: TB PARTNERS GP2, L.P., its general partner 
                             By: TB PARTNERS GP LIMITED, its general partnerBy:
    /s/ Shujun LiName:
    Shunjun LiTitle:
    Authorized Signatory




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Exhibit A
 Form of the Indenture




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Exhibit B
 Form of Cyber Power Share Purchase Agreement




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Exhibit C
 Form of Gold Sight Cyber Power Share Purchase Agreement




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Exhibit D
 Form of YGE Share Charge




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Exhibit E
 Form of Certificate