##### Table of Contents





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,
    2009ORo

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


40Item 4A.


Unresolved Staff Comments


66Item 5.


Operating and Financial Review and Prospects


66Item 6.


Directors, Senior Management and Employees


99Item 7.


Major Shareholders and Related Party
    Transactions


114Item 8.


Financial Information


119Item 9.


The Offer and Listing


121Item 10.


Additional Information


122Item 11.


Quantitative and Qualitative Disclosures About
    Market Risk


128Item 12.


Description of Securities Other than Equity
    Securities


129PART IIItem 13.


Defaults, Dividend Arrearages and
    Delinquencies


131Item 14.


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


131Item 15.


Controls and Procedures


132Item 16A.


Audit Committee Financial Expert


133Item 16B.


Code of Ethics


133Item 16C.


Principal Accountant Fees and Services


133Item 16D.


Exemptions from the Listing Standards for Audit
    Committees


134Item 16E.


Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


134Item 16F.


Change in Registrants Certifying
    Accountant


134Item 16G.


Corporate Governance


134PART IIIItem 17.


Financial Statements


134Item 18.


Financial Statements


134Item 19.


Exhibits


135EX-4.23EX-4.30EX-4.32EX-8.1EX-12.1EX-12.2EX-13.1EX-13.2EX-15.1




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




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14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement 470-20, Debt with conversion and Other Option, 470-20 470-20 470-20. 470-20
    Predecessor


Yingli Green EnergyFor the


For thePeriod from


Period fromFor the

January 1,


August 7,Year Ended

2006 through


2006 through

For the Year Ended December 31,December 31,

September 4,


December 31,

2007


20082005

2006


2006

(As adjusted)(7)


(As adjusted)(7)


2009(In thousands, except share, ADS, per share and per ADS
    data)(In thousands of RMB)


RMB

RMB


RMB


RMB

US$Consolidated Statement of Operations DataNet revenues


361,794



883,988




754,793



4,059,323




7,553,015




7,254,869



1,062,844Gross profit(6)


113,346



282,413




189,862



1,040,604




1,767,216




1,714,373



251,157Income from operations(8)


83,675



234,631




132,288



679,543




1,153,300




318,550



46,668Interest expense


(5,278
)


(22,441
)



(25,789
)


(65,945
)



(162,131
)



(376,336
)


(55,133
)Foreign currency exchange gains (losses)


(1,812
)


(3,406
)



(4,693
)


(32,662
)



(66,286
)



38,389



5,624Gain (loss) on debt extinguishment


2,165








(3,908
)












(244,744
)


(35,855
)Loss from revaluation of embedded derivative

























(231,345
)


(33,892
)Income tax benefit (expense)(8)


(12,736
)


(22,546
)



(22,968
)


(12,928
)



5,588




31,831



4,663(Earnings) loss attributable to the noncontrolling interests(8)


36



76




(45,285
)


(192,612
)



(293,300
)



(78,865
)


(11,554
)Net income (loss) attributable to Yingli Green Energy(1)(8)


65,954



186,223




30,017



387,909




653,826




(531,595
)


(77,880
)Net income (loss) applicable to Yingli Green Energys
    ordinary shareholders(8)











23,048



334,758




653,826




(531,595
)


(77,880
)Basic earnings (loss) per share applicable to ordinary
    shareholders(1)(2)(8)











0.36



2.99




5.13




(3.83
)


(0.56
) 2




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##### Table of Contents



Predecessor


Yingli Green EnergyFor the


For thePeriod from


Period fromFor the

January 1,


August 7,Year Ended

2006 through


2006 through

For the Year Ended December 31,December 31,

September 4,


December 31,

2007


20082005

2006


2006

(As adjusted)(7)


(As adjusted)(7)


2009(In thousands, except share, ADS, per share and per ADS
    data)(In thousands of RMB)


RMB

RMB


RMB


RMB

US$Diluted earnings (loss) per share applicable to ordinary
    shareholders(1)(2)(8)











0.36



2.88




5.05




(3.83
)


(0.56
)Basic earnings (loss) per ADS(1)(2)(8)











0.36



2.99




5.13




(3.83
)


(0.56
)Diluted earnings (loss) per ADS(1)(2)(8)











0.36



2.88




5.05




(3.83
)


(0.56
)Weighted average ordinary shares and ADSs outstandingBasic











56,510,959



97,444,766




127,419,040




138,759,177



138,759,177Diluted











56,905,878



101,023,067




129,494,385




138,759,177



138,759,177   PredecessorFor the Period

Yingli Green Energyfrom

For the PeriodFor the Year

January 1,

from August 7,

For the YearEnded

2006 through

2006 through

Ended December 31,December 31,

September 4,

December 31,

2007

20082005

2006

2006

(As adjusted)(7)

(As adjusted)(7)

2009(In percentages)Other Consolidated Financial DataGross profit margin(3)(6)


31.3
%


31.9
%


25.2
%


25.6
%


23.4
%


23.6
%Operating profit margin(3)(8)


23.1
%


26.5
%


17.5
%


16.7
%


15.3
%


4.4
%Net profit/(loss) margin(3)(8)


18.2
%


21.1
%


4.0
%


9.6
%


8.7
%


(7.3
%)   Predecessor


Yingli Green EnergyAs of December 31,


As of December 31,2005


2006

2007

2008

2009(As adjusted)(7)

(As adjusted)(7)(In thousands


(In thousands

(In thousands

(In thousands

(In thousands

(In thousandsof RMB)


of RMB)

of RMB)

of RMB)

of RMB)

of US$)Consolidated Balance Sheets DataCash


14,865




78,455



961,077



1,108,914



3,248,086



475,847Accounts receivable, net(8)


40,505




281,921



1,240,844



1,441,949



1,750,898



256,508Inventories


106,566




811,746



1,261,207



2,040,731



1,665,021



243,927Prepayments to suppliers(8)


123,452




134,823



1,056,776



774,014



329,457



48,266Total current assets(8)


334,673




1,722,295



5,072,908



6,061,133



7,956,475



1,165,631 3




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##### Table of Contents



Predecessor


Yingli Green EnergyAs of December 31,


As of December 31,2005


2006

2007

2008

2009(As adjusted)(7)

(As adjusted)(7)(In thousands


(In thousands

(In thousands

(In thousands

(In thousands

(In thousandsof RMB)


of RMB)

of RMB)

of RMB)

of RMB)

of US$)Long-term prepayments to suppliers







226,274



637,270



674,164



678,311



99,373Property, plant and equipment, net


341,814




583,498



1,479,829



3,385,682



6,573,851



963,075Total assets


704,775




2,813,461



7,657,579



11,067,796



16,257,105



2,381,680Short-term bank borrowings, including current portion of
    long-term bank debt(4)


346,757




267,286



1,261,275



2,044,200



3,501,027



512,903Convertible senior notes



















1,291,843



189,256Total current liabilities


561,808




649,002



1,519,577



2,829,419



6,939,388



1,016,626Convertible senior notes











1,219,808



1,214,813







Long-term bank debt, excluding current portion















662,956



752,809



110,287Total liabilities


567,617




1,339,878



2,859,346



4,895,526



8,071,246



1,182,444Ordinary shares(2)







4,745



9,884



9,922



11,363



1,665Noncontrolling interests(8)


569




387,716



754,799



1,395,151



1,550,785



227,191Total owners / shareholders equity


137,158




1,473,583



4,798,233



6,172,270



8,185,859



1,199,236   For the Year Ended December 31,2005

2006

2007

2008

2009Consolidated Operating DataPV modules sold (in megawatts)(5)


11.9



51.3



142.5



281.5



525.3      (1)
    
    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 (loss) attributable to Yingli Green Energy
    effects and basic and diluted earnings (loss) per share effects
    of the tax holiday for the years ended December 31, 2007,
    2008 and 2009 are as follows:  For the Year Ended December 31,2007

2008

2009RMB

RMB

RMB

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


78,357



196,873



(51,226
)


(7,505
)Basic earnings (loss) per share


0.80



1.55



(0.37
)


(0.05
)Diluted earnings (loss) per share


0.78



1.52



(0.37
)


(0.05
)   (2)
    
    Tianwei Yingli, our predecessor, is not a share-based company
    and had no outstanding shares for the periods presented, and
    therefore, we have not presented ordinary shares or earnings per
    share for Tianwei Yingli. 4




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##### Table of Contents



(3)
    
    Gross profit margin, operating profit margin and net
    profit/(loss) margin represent gross profit, operating profit
    and net profit or loss attributable to Yingli Green Energy,
    respectively, divided by net revenues.(4)
    
    Includes loans guaranteed or entrusted by related parties, which
    amounted to RMB 234.0 million, RMB 233.0 million,
    RMB 470.2 million, nil and RMB 370.0 million
    (US$54.2 million), as of December 31, 2005, 2006,
    2007, 2008 and 2009, respectively.(5)
    
    PV modules sold, for a given period, represents the total PV
    modules, as measured in megawatts, delivered to customers under
    the then effective supply contracts during such period.(6)
    
    Our previously reported audited consolidated statements of
    operations for the year ended December 31, 2005, the period
    from January 1, 2006 to September 4, 2006, the period
    from August 7, 2006 to December 31, 2006, the years
    ended December 31, 2007 and 2008 have been revised to
    reflect a reclassification of the warranty cost of
    RMB 3.5 million, RMB 8.7 million,
    RMB 7.0 million, RMB 40.1 million and
    RMB 74.0 million and shipping and delivery costs
    relating to solar module sales of RMB 1.6 million,
    RMB 1.4 million, RMB 2.9 million,
    RMB 43.7 million and RMB 63.6 million from
    cost of revenues to selling expenses in order to better reflect
    the selling related nature of these expenses and to increase the
    comparability of information with our major competitors.(7)
    
    Due to the adoption and retroactive application of FSP
    APB 14-1, Accounting for Convertible Debt Instruments
    That May Be Settled in Cash upon Conversion (Including Partial
    Cash Settlement), included in ASC Topic 470-20, Debt with
    Conversion and Other Option, our previously reported 2007
    and 2008 financial results have been revised to reflect an
    increase in interest expense from RMB 64.8 million to RMB
    65.9 million and from RMB 149.2 million to RMB
    162.1 million in the year ended December 31, 2007 and
    2008, a decrease in current assets from RMB 28.6 million to
    RMB 27.3 million and from RMB 40.5 million to RMB
    39.6 million as of December 31, 2007 and 2008 and a
    decrease in convertible senior notes from RMB
    1,262.7 million to RMB 1,219.8 million and from RMB
    1,241.9 million to RMB 1,214.8 million as of
    December 31, 2007 and 2008, respectively.(8)
    
    Our previously reported unaudited 2009 financial results have
    been revised to reflect an additional bad debt expense of
    RMB 131.1 million and an additional write-off of
    prepayments to suppliers of RMB 31.4 million, which
    resulted in an increase in operating expense from
    RMB 1,233.3 million to RMB 1,395.8 million,
    a change from income tax expense of RMB 32.9 million
    to income tax benefit of RMB 31.8 million and a
    decrease in earnings attributed to noncontrolling interests from
    RMB 104.3 million to RMB 78.9 million.  Exchange
    Rate Information
   5




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Noon Buying Rate(1)Period

Period End

Average(2)

High

Low(RMB per US$1.00)2005


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



6.9192



7.2946



6.78002009


6.8259



6.8295



6.8470



6.81762009December


6.8259



6.8275



6.8299



6.82442010January


6.8268



6.8269



6.8295



6.8258February


6.8258



6.8285



6.8330



6.8258March


6.8258



6.8262



6.8270



6.8254April


6.8247



6.8256



6.8275



6.8229May


6.8305



6.8275



6.8310



6.8245June (through June 18)


6.8267



6.8298



6.8323



6.8267     (1)
    
    Source: Federal Reserve Bank of New York for 2008 and prior
    periods and H.10 weekly statistical release of the Federal
    Reserve Board for January 2009 and later periods.(2)
    
    Annual averages are calculated by averaging exchange rate on the
    last business day of each month or the elapsed portion thereof
    during the relevant period. Monthly averages are calculated
    using the average of the daily rates during the relevant period.  B.
    Capitalization
    and Indebtedness    C.
    Reasons
    for the Offer and Use of Proceeds    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.
   6




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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.
     7




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feed-in-tariffs
  Our
    polysilicon cost may increase as a result of entering into
    fixed, prepaid arrangements with our suppliers, and the excess
    costs and expenses to operate and manage our in-house
    polysilicon production may materially and adversely affect our
    results of operation.
        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.
   8




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##### Table of Contents



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.
      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.
   10




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Existing
    regulations and policies governing the electric utility
    industry, as well as changes to these regulations and policies,
    may adversely affect demand for our products and materially
    reduce our revenue and profits.
      Advance
    payment arrangements between us and some of our polysilicon
    suppliers and many of our equipment suppliers expose us to the
    credit risks of such suppliers and may increase our costs and
    expenses, which could in turn have a material adverse effect on
    our liquidity.
    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.
   11




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
    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.
      
    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. 12




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##### Table of Contents



We may
    not be able to ramp up our in-house polysilicon manufacturing
    capacity on schedule or at all.
    
    the need to procure supplies of consumables and other materials
    at reasonable costs and on a timely basis;
    equipment testing delays and cost overruns;
    difficulties in recruitment and training of additional skilled
    employees, including technicians and managers at different
    levels;
    diversion of significant management attention and other
    resources; and
    delays or denials of required permits and approvals for our
    plant construction and operations, including but not limited to
    environmental approvals, by relevant government authorities.  We
    only have very limited experience in polysilicon production and
    may not be successful in producing polysilicon
    cost-effectively.
      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.
   13




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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.
      Fluctuations
    in exchange rates have in the past and may continue to adversely
    affect our results of operations.
       14




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Our
    product development initiatives and other research and
    development efforts may fail to improve manufacturing efficiency
    or yield commercially viable new products.
      next-generation next-generation
  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
 15




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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.
    We
    obtain some of the equipment used in our manufacturing process
    from a small number of selected suppliers and if our equipment
    is damaged or new or replacement equipment is not delivered to
    us in a timely manner or is otherwise unavailable, our ability
    to deliver products timely will suffer, which in turn could
    result in cancellations of orders and loss of revenue for
    us.
   16




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##### Table of Contents



As 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, which may materially and adversely affect
    our financial position and results of operations.
    We
    face risks associated with the marketing and sale of our PV
    products internationally, and if we are unable to effectively
    manage these risks, our ability to expand our business abroad
    will be limited.
    
    fluctuations in foreign currency exchange rates;
    increased costs associated with maintaining the ability to
    understand the local markets and follow their trends, as well as
    develop and maintain effective marketing and distributing
    presence in various countries;
    the availability of advances from our customers;
    providing customer service and support in these markets;
    difficulty with staffing and managing overseas operations;
    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. 17




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##### Table of Contents



anti-dumping anti-dumping anti-dumping
    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.    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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##### Table of Contents



20-trading
      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.
   19




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##### Table of Contents




    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.         20




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##### Table of Contents



If we
    fail to comply with financial covenants under our loan
    agreements, our financial condition, results of operations and
    business prospects may be materially and adversely
    affected.
    We
    have significant short-term borrowings outstanding, and we may
    not be able to obtain extensions when they mature.
     21




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##### Table of Contents



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.
      Our
    principal shareholder has significant influence over our
    management and their interests may not be aligned with our
    interests or the interests of our other shareholders, including
    holders of our ADSs.
    Tianwei
    Baobian has significant influence over Tianwei Yingli, one of
    our principal operating entities, from which we currently derive
    the majority 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.
     22




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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.
   23




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##### Table of Contents



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




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##### Table of Contents



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




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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.
      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.
   26




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




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Compliance
    with construction and environmental regulations can be
    expensive, and noncompliance with present or future construction
    and environment regulations may result in adverse publicity,
    potentially significant monetary damages and fines and
    supervision of our business operations.
      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
   28




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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.
    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.
   29




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Risks
    Related to Doing Business in China
  Adverse
    changes in political and economic policies of the PRC government
    could have a material adverse effect on the overall economic
    growth of China, which could reduce the demand for our products
    and materially and adversely affect our competitive
    position.
    
    the level of government involvement;
    the level of development;
    the growth rate;
    the control of foreign exchange; and
    the allocation of resources.       30




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##### Table of Contents



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




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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.
   32




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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.
      The
    strengthened scrutiny over acquisition transactions by the PRC
    tax authorities may have a negative impact on our acquisition
    strategy.
   33




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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.
      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.
     34




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##### Table of Contents



SAFE
    rules and regulations may limit our ability to convert and
    transfer the net proceeds from our financings to our PRC
    subsidiaries, which may adversely affect the business expansions
    of our PRC subsidiaries, and we may not be able to convert the
    net proceeds from our financings into Renminbi to invest in or
    acquire any other PRC companies.
    All
    employee participants in our existing stock option plans who are
    PRC citizens may be required to register with SAFE. We may also
    face regulatory uncertainties that could restrict our ability to
    adopt additional option plans for our directors and employees
    under PRC law.
     35




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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.
    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.   36




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Substantial
    future sales or perceived sales of our ADSs in the public market
    could cause the price of our ADSs to decline.
    Holders
    of ADSs have fewer rights than shareholders and must act through
    the depositary to exercise those rights.
     37




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##### Table of Contents



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.
    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.
   38




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We are
    a Cayman Islands company and, because judicial precedent
    regarding the rights of shareholders is more limited under
    Cayman Islands law than that under U.S. law, you may have less
    protection for your shareholder rights than you would under U.S.
    law.
      You
    may have difficulty enforcing judgments obtained against
    us.
   39




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##### Table of Contents



Item 4.
    Information
    on the Company  A.
    History
    and Development of the Company  History
          
    Yingli Energy (China) Company Ltd., or Yingli China, a PRC
    limited liability company, as a wholly-owned subsidiary of
    Yingli International. Yingli China is primarily engaged in the
    research, manufacturing, sale and installation of renewable
    energy products.
    Yingli Green Energy Europe GmbH, or Yingli Europe, a German
    limited liability company, as a wholly-owned subsidiary of
    Yingli International. Yingli Europe is primarily engaged in the
    sale and marketing of PV products and relevant accessories in
    Europe.
    Yingli Green Energy Greece Sales GmbH, or Yingli Greece, a
    German limited liability company, with Yingli International
    holding 60% equity interest in Yingli Greece. Yingli Greece is
    primarily engaged in the production, sale and marketing of PV
    products and relevant products in Greece, Cyprus, the Balkans
    and the Middle East.
    Yingli Green Energy Americas. Inc., or Yingli Americas, as a
    wholly-owned subsidiary of Yingli International. Yingli Americas
    is principally engaged in the production, sale and marketing of
    PV products and relevant accessories and investments in
    renewable energy projects.
    Yingli Green Energy International Trading Limited, or YGE
    International Trading, as a wholly-owned subsidiary of Yingli
    China. YGE International Trading is a Hong Kong limited
    liability company. The principal business of YGE International
    Trading is the sale of PV products and purchase of raw materials.
    Yingli Green Energy Italia S.R.L., or Yingli Italia, an Italian
    limited liability company, as a wholly-owned subsidiary of
    Yingli International. Yingli Italia is primarily engaged in the
    sale and marketing of PV products and relevant accessories in
    Italy. 40




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##### Table of Contents




    Yingli Energy (Beijing) Co. Ltd., or Yingli Beijing, a PRC
    limited liability company, as a wholly-owned subsidiary of
    Yingli International. Yingli Beijing is primarily engaged in the
    sale and manufacture of PV modules and PV systems.    312) 8929-700 (86 312) 3151-880.
    Our
    Initial Public Offering
    Our
    Convertible Senior Notes Offering and Secondary
    Offering
    Our
    Guaranteed Senior Secured Convertible Notes
    ADM
    Capital Warrants
   41




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##### Table of Contents



Follow-on
    Offering
    Joint
    Venture Contract
      Tianwei
    Yinglis Management Structure
  Board of
    Directors
          
    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.     42




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##### Table of Contents



Supervisors
    
    inspect financial affairs of Tianwei Yingli;
    monitor acts of directors and senior managers in the performance
    of their duties to Tianwei Yingli, and propose removal of
    directors or senior managers who have violated any laws,
    regulations, the articles of association of Tianwei Yingli or
    any board resolutions;
    demand directors and senior managers to correct any of their act
    that harms Tianwei Yinglis interests; and
    propose interim meetings of the board.  Senior
    Management
    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.   43




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##### Table of Contents



(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.    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
   44




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##### Table of Contents



(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
    
    (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
   45




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Right of
    First Refusal
    30-day
    Approval
    by the Board and the Relevant PRC Authority
      No
    Transfer to Tianwei Yinglis Competitors
    Encumbrance
    Profit
    Distribution
   46




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##### Table of Contents



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
    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
   47




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##### Table of Contents



Governing
    Law
    B.
    Business
    Overview  Overview
      Our
    Products and Services
    Polysilicon
    Polysilicon
    Ingots and Blocks
   48




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##### Table of Contents



Polysilicon
    Wafers
  ramp-up
  PV
    Cells
    ramp-up
   49




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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



231650 x 990


19.8



200  230



29   Integrated
    PV Systems
  on-site on-site start-up. start-up
  Manufacturing
    Manufacturing
    Process
  Polysilicon.
   50




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##### Table of Contents



Polysilicon Ingots.
  Blocks and Wafers.
  PV Cells.
 51




---



##### Table of Contents



PV Modules.
    
  PV Systems. on-site. on-site
  Manufacturing
    Capacity Expansion
   52




---



##### Table of Contents



As of December 31,2007

2008

2009(Megawatts)Ingot and wafers


200



400



600PV cells


200



400



600PV modules


200



400



600   Raw
    Materials
      Polysilicon.
     53




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Quality
    Control
      Certification or Test Dates

Certification or Test Standard

Relevant ProductsFebruary 2004, and renewed in February 2010

ISO 9001: 2000 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 modulesApril 2004 and renewed in January 2010

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

Certain models of PV 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 modules 54




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Certification or Test Dates

Certification or Test Standard

Relevant ProductsAugust 2004, July 2005, January 2006, February 2007, May 2007,
    July 2007, June 2008 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 and renewed in February 2010

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
    Year Ended December 31,2007


2008


2009%


%


%Germany


21.9



41.3



63.1Spain


64.2



40.3



5.9Italy


7.2



1.3



6.1PRC


1.5



2.5



4.5United States of America


0.9



1.7



2.0         Sales and
    Marketing
     55




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tm tm tm tm
  Customer
    Support and Services
      Intellectual
    Property
   56




---



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Competition
         57




---



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Environmental
    Matters
      Insurance
    PRC
    Governmental Regulations
    Renewable
    Energy Law and Other Government Directives
     58




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Environmental
    Regulations
     59




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Equity
    Joint Ventures
    
    the Company Law (1993), as amended;
    the Law on Sino-Foreign Equity Joint Venture Enterprises (1979),
    as amended; and
    Rules on Implementation of the Law on Sino-Foreign Equity Joint
    Venture Enterprises (1983), as amended.      
    amendment to the articles of association of the equity joint
    venture;
    merger of the equity joint venture with another entity;
    division of the equity joint venture;
    suspension or dissolution of the equity joint venture; and
    increase or reduction of the registered capital of the equity
    joint venture.  Tax
  Enterprise
    Income Tax
     60




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Value
    Added Tax
   61




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Foreign
    Currency Exchange
    
    Foreign Currency Administration Rules (1996), as
    amended; and
    Administration Rules of the Settlement, Sale and Payment of
    Foreign Exchange (1996).  and/or
  and/or
  Dividend
    Distribution
    
    the Company Law (1993), as amended;
    the Law on Sino-Foreign Equity Joint Venture Enterprises (1979),
    as amended;
    the Rules on Implementation of the Law on Sino-Foreign Equity
    Joint Venture Enterprises (1983), as amended;
    the Enterprise Income Tax Law (2007);
    the Rules of Implementation of the Enterprise Income Tax Law
    (2007);
    the Wholly Foreign Owned Enterprise Law (1986), as amended; and
    the Administrative Rules under the Wholly Foreign Owned
    Enterprise Law (1990), as amended.     62




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Regulation
    of Foreign Exchange in Certain Onshore and Offshore
    Transactions
         63




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Regulations
    of Employee Share Options
     64




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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 Europe is the sale and
    marketing of PV products and relevant accessories in Europe.(10)
    
    The principal business of Yingli Greece is the sale and
    marketing of PV products and relevant products in Greece,
    Cyprus, the Balkans and the Middle East.(11)
    
    The principal business of Yingli China is the research,
    manufacture, sale and installation of renewable energy products.(12)
    
    The principal business of Hainan Yingli is the research,
    manufacture, sale and installation of renewable energy products.(13)
    
    The principal business of Fine Silicon is the manufacture of
    solar-grade and electronic-grade polysilicon.(14)
    
    The principal business of Yingli Italia is the sale and
    marketing of PV products and relevant accessories in Italy. 65




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(15)
    
    The principal business of Yingli Beijing is the sale and
    manufacture of PV modules and PV systems.(16)
    
    Yingli China directly owns 50% of the equity interest in Hainan
    Yingli. Through an agreement with the 30% owner of Hainan Yingli
    under which Yingli China has committed to purchase the 30%
    equity interest in Hainan Yingli, Yingli China absorbs 80% of
    Hainan Yinglis expected losses and receives 80% of Hainan
    Yinglis expected residual returns. See Note 14 to our
    consolidated financial statements.  D.
    Property,
    Plant and Equipment      Hi-Tech
      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.
  A.
    Operating
    Results  Overview
   66




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##### Table of Contents




    industry demand;
    government subsidies and economic incentives;
    the availability and accessibility of financing to our customers;
    capacity;
    competition and product pricing;
    availability and price of polysilicon;
    vertically integrated manufacturing capabilities; and
    manufacturing technologies.  Industry
    Demand
    Government
    Subsidies and Economic Incentives
   67




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Availability
    and Accessibility of Financing for Solar Energy
    Applications
    Capacity
     68




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##### Table of Contents



Competition
    and Product Pricing
        Availability
    and Price of Polysilicon
     69




---



##### Table of Contents



Vertically
    Integrated Manufacturing Capabilities
    Manufacturing
    Technologies
     70




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##### Table of Contents



ramp-up
  Net
    Revenues
    
    sales of PV modules, which are currently our principal source of
    revenues and are primarily driven by market demand as well as
    our manufacturing capacity;
    sales of PV systems, which consist of sales of PV systems and
    related installation services; and
    other revenues, which consist primarily of sales of raw
    materials.    2007

2008

2009% of Total



% of Total





% of TotalRMB

Net Revenues

RMB

Net Revenues

RMB

US$

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


4,015,788



98.9
%


7,445,790



98.6
%


7,158,441



1,048,717



98.7
%Sales of PV systems


1,952



0.1



27,584



0.4



50,197



7,354



0.7Other revenues


41,583



1.0



79,641



1.0



46,231



6,773



0.6Total net revenues


4,059,323



100.0
%


7,553,015



100.0
%


7,254,869



1,062,844



100.0
%      71




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For the Year Ended December 31,2007

2008

2009% of total



% of total



% of totalCountry/Region

Revenues

revenues

Revenues

revenues

Revenues

revenuesRMB



RMB



RMB

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


889,036



21.9
%


3,118,713



41.3
%


4,575,675



670,340



63.1
%Spain


2,606,125



64.2



3,041,767



40.3



431,520



63,218



5.9Italy


292,836



7.2



95,237



1.2



445,861



65,319



6.1France


556



0.0



291,814



3.9



99,915



14,638



1.4Belgium


2,507



0.1



58,716



0.8



163,091



23,893



2.3Holland


















348,710



51,086



4.8Czechic


814



0.0











174,405



25,551



2.4Cyprus


















162,064



23,743



2.2Others


3,040



0.1



26,899



0.3



91,402



13,390



1.3Subtotal  Europe


3,794,914



93.5



6,633,146



87.8



6,492,643



951,178



89.5China


61,098



1.5



186,488



2.5



328,505



48,126



4.5Hong Kong


103,794



2.6











56,862



8,330



0.8United States


36,182



0.9



127,743



1.7



147,383



21,592



2.1Japan


55,949



1.4



309,421



4.1



1,819



266



0.0South Korea


2,045



0.0



287,193



3.8



218,135



31,957



3.0Other countries


5,347



0.1



9,024



0.1



9,522



1,395



0.1Total revenues


4,059,329



100.0
%


7,553,015



100.0
%


7,254,869



1,062,844



100.0
%Sales tax and surcharge


(6
)


















Total net revenues


4,059,323







7,553,015







7,254,869



1,062,844     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 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 and
    600 megawatts by the third quarter of 2009, our PV cell
    production 72




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has reached the same level as our wafer and PV module production
    through the
    ramp-up of
    our manufacturing capacity. Therefore, we expect that we will no
    longer incur costs associated with toll manufacturing
    arrangements.  
    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, three to five
    years for furniture and fixtures and eight to ten years for
    motor vehicles, taking into account their estimated residual
    value. Due to our capacity expansion, depreciation in absolute
    terms has increased significantly. We expect this trend to
    continue as we continue to expand our manufacturing capacity and
    build new facilities to attain an overall annual manufacturing
    capacity for each of polysilicon ingots and wafers, PV cells and
    PV modules of one gigawatt by the end of 2010 and the fully
    ramp-up of
    our in-house polysilicon manufacturing facilities.      Gross
    Profit and Gross Margin
      Operating
    Expenses
    
    Selling Expenses,which consist primarily of advertising
    costs, salaries and employee benefits of sales personnel,
    sales-related travel and entertainment expenses, sales related
    shipping costs, warranty costs, amortization of intangible
    assets (including backlog and customer relationships),
    share-based compensation expenses and other selling expenses
    including sales commissions paid to our sales agents. We expect
    that our selling expenses will increase in the near term as we
    increase sales efforts, hire additional sales personnel, 73




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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.  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 2009, we recognized warranty
    expense of RMB 72.7 million (US$10.7 million).  
    General and Administrative Expenses, which consist
    primarily of salaries and benefits for our administrative and
    finance personnel, audit, legal and consulting fees, other
    travel and entertainment expenses, bank charges, amortization of
    technical know-how, depreciation of equipment used for
    administrative purposes and share-based compensation expenses.
    We expect that general and administrative expenses will decrease
    as a percentage of net revenues over time as we achieve greater
    economies of scale.
    Research and Development Expenses, which consist
    primarily of costs of raw materials used in research and
    development activities, salaries and employee benefits for
    research and development personnel, and prototype and equipment
    costs relating to the design, development, testing and
    enhancement of our products and manufacturing process. We are a
    party to several research grant contracts with the PRC
    government under which we receive funds for specified costs
    incurred in certain research projects. We record such amounts as
    a reduction to research and development expenses when the
    related research and development costs are incurred. We expect
    our research and development expenses (not adjusted for offsets
    by government grants) to increase as we place a greater
    strategic focus on PV system sales in overseas markets and as we
    continue to hire additional research and development personnel
    and focus on continuous innovation of process technologies for
    our PV products. We conduct our research and development, design
    and manufacturing operations in China, where the costs of
    skilled labor, engineering and technical resources, as well as
    land, facilities and utilities, tend to be lower than those in
    more developed countries.
    Provision of doubtful accounts receivable, which
    represent our estimated losses on accounts receivable resulting
    from customers inability or failure to make payments under
    our sales contracts. We consider age of doubtful accounts
    receivable, historical collection experience, customer specific
    facts and current economic conditions.
    Impairment of intangible assets, which represent the
    difference between the carrying amount and the fair value of the
    intangible assets. Historically, intangible assets arose from
    the purchase price allocation in connection with our
    acquisitions of equity interests in Tianwei Yingli in 2006, 2007
    and 2008. Due to the significant decrease in the price of
    polysilicon since the fourth quarter of 2008, we recognized
    impairment of intangible assets in 2009 in connection with the
    long-term polysilicon supply agreements entered into by Tianwei
    Yingli. No impairment of intangible assets was recorded in 2007
    or 2008.  Taxation
     74




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##### Table of Contents



Accounting
    for Noncontrolling Interests
  Topic 810-10, Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51 810-10,
  Critical
    Accounting Policies
   75




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##### Table of Contents



Accrued
    Warranty Obligations
        For the Year Ended December 31,2007


2008


2009RMB


RMB


RMB


US$(In thousands)Beginning balance


20,686



60,780



123,649



18,115Warranty expense for current year sales


40,094



74,036



72,747



10,657Warranty costs incurred or claimed






(11,167
)


(7,163
)


(1,049
)Total accrued warranty cost


60,780



123,649



189,233



27,723Less: accrued warranty cost, current portion


4,248



8,957



14,789



2,167Accrued warranty cost, excluding current portion


56,532



114,692



174,444



25,556   Long-Lived
    Assets
   76




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##### Table of Contents



Share-Based
    Compensation
  Compensation  Stock Compensation
 77




---



##### Table of Contents



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


AverageAverage


Remaining


AggregateNumber of


Exercise


Contractual


IntrinsicShares


Price


Term


ValueOutstanding as of December 31, 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$
10.32Granted


503,000


US$
6.65Exercised


(159,417
)

US$
4.16






US$
(1,857
)Forfeited or expired


(147,557
)

US$
7.16Outstanding as of December 31, 2009


4,559,239


US$
10.23



8.41 years


US$
37,067Exercisable as of December 31, 2009


1,621,063


US$
10.39



8.09 years


US$
13,387  78




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##### Table of Contents



Equity Payments to
    Non-employees
            E-Ton
     79




---



##### Table of Contents



Valuation
    of Inventories
    Allowance
    for Doubtful Accounts
   80




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##### Table of Contents



Year ended December 31,2007


2008


2009RMB


RMB


RMB


US$(In thousands)Beginning balance


(2,309
)


(2,618
)


(986
)


(144
)Additions


(647
)


(938
)


(322,668
)


(47,271
)Reversal of allowance for doubtful accounts






1,155







Write-off of accounts receivable charged against the allowance


338



1,415



629



92Ending balance


(2,618
)


(986
)


(323,025
)


(47,323
)  81




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##### Table of Contents



Results
    of Operations
    For the Year Ended December 31,2007


2008(As adjusted)(1)


(As adjusted)(1)


2009RMB


%


RMB


%


RMB


US$


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


4,015,788



98.9
%


7,445,790



98.6
%


7,158,441



1,048,717



98.7
%Sales of PV systems


1,952



0.1



27,584



0.4



50,197



7,354



0.7Other revenues


41,583



1.0



79,641



1.0



46,231



6,773



0.6Total net revenues


4,059,323



100.0
%


7,553,015



100.0
%


7,254,869



1,062,844



100.0
%Cost of revenues:Cost of PV modules sales(3)


2,971,710



73.3
%


5,713,605



75.6
%


5,458,284



799,643



75.2
%Cost of PV systems sales


1,493



0.0



19,241



0.3



39,851



5,838



0.6Cost of other revenues


45,516



1.1



52,953



0.7



42,361



6,206



0.6Total cost of revenues(3)


3,018,719



74.4
%


5,785,799



76.6
%


5,540,496



811,687



76.4
%Gross profit(3)


1,040,604



25.6
%


1,767,216



23.4
%


1,714,373



251,157



23.6
%Operating expenses:Selling(3)


193,703



4.8
%


294,895



3.9
%


347,545



50,916



4.8
%General and administrative(2)


149,166



3.7



261,989



3.5



410,101



60,080



5.7Research and development


17,545



0.4



57,249



0.7



184,332



27,005



2.5Provisions of doubtful accounts receivable(2)


647



0.0



(217
)


0.0



322,668



47,271



4.5Impairment of intangible assets


















131,177



19,217



1.8Total operating expenses(2)(3)


361,061



8.9
%


613,916



8.1
%


1,395,823



204,489



19.3
%Income from operations(2)


679,543



16.7
%


1,153,300



15.3
%


318,550



46,668



4.4
%Equity in losses of affiliates, net


(1,109
)


0.0



(2,174
)


0.0



(2,769
)


(406
)


0.0Interest expense, net


(52,323
)


(1.3
)


(149,392
)


(2.0
)


(370,015
)


(54,207
)


(5.1
)Foreign currency exchange gains (losses), net


(32,662
)


(0.8
)


(66,286
)


(0.9
)


38,389



5,624



0.5Loss on debt extinguishment


















(244,744
)


(35,855
)


(3.4
)Loss from revaluation of embedded derivative


















(231,345
)


(33,892
)


(3.2
)Other income










6,090



0.1



7,373



1,079



0.1Income tax (expense) benefit(2)


(12,928
)


(0.3
)


5,588



0.1



31,831



4,663



(0.4
)Net income (loss)(2)


580,521



14.3



947,126



12.6



(452,730
)


(66,326
)


(6.2
)Less: Earnings attributable to the noncontrolling interests(2)


(192,612
)


(4.7
)


(293,300
)


(3.9
)


(78,865
)


(11,554
)


(1.1
)Net income (loss) attributable to Yingli Green Energy(2)


387,909



9.6
%


653,826



8.7
%


(531,595
)


(77,880
)


(7.3
)%  82




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##### Table of Contents



(1)
    
    Due to the adoption and retroactive application of FSP APB 14-1,
    Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement), included in ASC Topic 470-20, Debt with
    Conversion and Other Option, our previously reported 2007
    and 2008 financial results have been revised to reflect an
    increase in interest expense from RMB 64.8 million to RMB
    65.9 million and from RMB 149.2 million to RMB
    162.1 million in the year ended December 31, 2007 and
    2008, a decrease in current assets from RMB 28.6 million to
    RMB 27.3 million and from RMB 40.5 million to RMB
    39.6 million as of December 31, 2007 and 2008 and a
    decrease in convertible senior notes from RMB
    1,262.7 million to RMB 1,219.8 million and from RMB
    1,241.9 million to RMB 1,214.8 million as of
    December 31, 2007 and 2008 respectively.(2)
    
    Our previously reported unaudited 2009 financial results have
    been revised to reflect an additional bad debt expense of RMB
    131.1 million and an additional write-off of prepayments to
    suppliers of RMB 31.4 million, which resulted in an
    increase in operating expense from RMB 1,233.3 million to
    RMB 1,395.8 million, a change from income tax expense of
    RMB 32.9 million to income tax benefit of RMB
    31.8 million and a decrease in earnings attributed to
    noncontrolling interests from RMB 104.3 million to RMB
    78.9 million.(3)
    
    Our previously reported audited consolidated statements of
    operations for the year ended December 31, 2007 and 2008
    have been revised to reflect a reclassification of warranty cost
    of RMB 40.1 million and RMB 74.0 million and shipping
    and delivery costs relating to PV module sales of RMB
    43.7 million and RMB 63.6 million from cost of
    revenues to selling expenses in order to better reflect the
    selling related nature of these expenses and to increase the
    comparability of information with our major competitors.  Year
    Ended 2009 Compared to Year Ended 2008
  Net Revenues.
   83




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##### Table of Contents



Cost of Revenues.
    Gross Profit.
  Operating Expenses.
  
    Selling expenses. Our selling expenses were RMB
    347.5 million (US$50.9 million) in 2009, which
    significantly increased from RMB 294.9 million in 2008.
    This increase was primarily due to significant increase in
    shipping cost for our PV modules to
    RMB 96.8 million (US$14.2 million), an increase
    in insurance expense to RMB 23.2 million
    (US$3.4 million) in line with our business expansion in
    2009 and partially offset by a decrease in amortization expenses
    to RMB 12.6 million (US$1.8 million) for
    intangible assets relating to customer relationships and order
    backlogs, which were allocated to selling expenses. Selling
    expenses as a percentage of net revenues increased to 4.8% in
    2009 from 3.9% in 2008.
    General and Administrative Expenses. Our general and
    administrative expenses were RMB 410.1 million
    (US$60.1 million) in 2009, which significantly increased
    from RMB 262.0 million in 2008. The increase in
    general and administrative expenses in 2009 was primarily due to
    an increase in the number of adiministrative staff and the
    hiring of senior executive officers related to the expansion of
    our operations, which amounted to RMB 138.1 million
    (US$20.2 million). General and administrative expenses as a
    percentage of net revenues increased to 5.7% in 2009 from 3.5%
    in 2008.
    Research and Development Expenses. Our research and development
    expenses were RMB 184.3 million (US$27.0 million) in
    2009, compared to RMB57.2 million in 2008. The increase in
    research and development expenses in 2009 was primarily a result
    of the launch of a series of new initiatives, including Project
    PANDA. Research and development expenses as a percentage of net
    revenues were 2.5% in 2009 and 0.7% in 2008.
    Provision for Doubtful Accounts Receivable. We made provision of
    doubtful accounts receivable in an amount of RMB
    322.7 million (US$47.3 million), primarily
    attributable to the provision of RMB 315.5 million
    (US$46.2 million) as the result of expected loss of
    accounts receivable from two customers. We made a provision of
    recorded a reversal of allowance for doubtful accounts in an
    amount of RMB 1.2 million in 2008, primarily due to the
    collection from a customer upon reaching a settlement agreement
    with such customers, which was partially offset by provision for
    doubtful accounts of RMB 0.9 million.
    Impairment of intangible assets. The impairment of intangible
    assets related to long-term supply agreements entered into by
    Tianwei Yingli and arose from the purchase price allocation in
    connection with a series of 84




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##### Table of Contents



acquisitions of equity interests in Tianwei Yingli in 2006, 2007
    and 2008. As a result of the significant decrease in the price
    of polysilicon since the fourth quarter of 2008, we recognized
    an impairment loss of RMB 131.2 million
    (US$19.2 million) to reflect the difference between the
    carrying amount and the fair value of the intangible assets. No
    impairment of intangible assets was recorded in 2007 or 2008.  Income from Operations.
  Interest Expense, Net.
  Loss on Debt Extinguishment.
  Loss on Derivative Liabilities.
  Foreign Currency Exchange Gains
    (Losses).
  Income Tax Benefit.
  Earnings Attributable to the Noncontrolling
    Interests.
  Net Income (Loss) Attributable to Yingli Green
    Energy.
  Year
    Ended 2008 Compared to Year Ended 2007
  Net Revenues.
 85




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180-micron
        Cost of Revenues.
    Gross Profit.
  Operating Expenses.
 86




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##### Table of Contents




    Selling expenses.  Our selling expenses were
    RMB 294.9 million in 2008, which significantly
    increased from RMB 193.7 million in 2007. This
    increase was primarily due to a significant increase in
    marketing activities for our PV modules to RMB
    50.0 million, an increase in personnel costs and the
    related share-based compensation to RMB 19.2 million in
    line with our business expansion in 2008 and an increase in
    amortization expenses to RMB 21.5 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 3.9% in 2008 from 4.8%
    in 2007.
    General and Administrative Expenses.  Our
    general and administrative expenses were RMB 262.0 million
    in 2008, which significantly increased from RMB
    149.2 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 and
    an increase in amortization expenses to
    RMB 34.9 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 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).
  Earnings Attributable to the Noncontrolling
    Interests.
 87




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##### Table of Contents



Net Income Attributable to Yingli Green
    Energy.
  B.
    Liquidity
    and Capital Resources    Cash
    Flows and Working Capital
             88




---



##### Table of Contents



89




---



##### Table of Contents



For the Year Ended December 31,2007

2008

2009RMB

RMB

RMB

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


(2,423,814
)


957,689



2,128,211



311,784Net cash used in investing activities


(687,438
)


(2,212,261
)


(3,332,667
)


(488,238
)Net cash provided by financing activities


4,019,145



1,467,215



3,373,075



494,157Effect of foreign currency exchange rate changes on cash


(25,271
)


(64,806
)


(29,447
)


(4,314
)Net increase (decrease) in cash


882,622



147,837



2,139,172



313,389Cash at the beginning of the period


78,455



961,077



1,108,914



162,458Cash at the end of the period


961,077



1,108,914



3,248,086



475,847   Operating
    Activities
     90




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##### Table of Contents



Investing
    Activities
        Financing
    Activities
        and/or
 91




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##### Table of Contents



Capital
    Expenditures
  in-house
  Inflation
    Recent
    Accounting Pronouncements
  Adoption
    of ASC Topic
    470-20 Debt
    with conversion and Other Option
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement 470-20, Debt with conversion and Other Option, 470-20 470-20 ASC Topic 470-20.
   92




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##### Table of Contents



470-20,
  December 31, 2008As PreviouslyReported in



As AdjustedAnnual Report



in theseon Form 20-F

Adjustment

financial statements(In thousands of RMB)Prepaid expenses and other current assets(a)


40,532



(887
)


39,645Convertible senior notes(b)(c)


1,241,908



(27,095
)


1,214,813Additional paid-in capital(a)(b)


3,681,342



43,016



3,724,358Accumulated other comprehensive income(d)


33,966



(2,759
)


31,207Retained earnings(c)


1,025,681



(14,049
)


1,011,632   470-20,
  For the Year Ended December 31, 2007As Previously



As Adjusted inReported in Annual



These FinancialReport on Form 20-F

Adjustment

Statements(In thousands of RMB)Interest expenses(c)


64,834



1,111



65,945Earnings before income taxes(c)


594,560



(1,111
)


593,449Net income(c)


581,632



(1,111
)


580,521Net income attributable to Yingli Green Energy(c)


389,020



(1,111
)


387,909Net income applicable to Yingli Green Energys ordinary
    shareholders


335,869



(1,111
)


334,758Earnings per share applicable to Yingli Green Energys
    ordinary shareholders(c)Basic


3.00



(0.01
)


2.99Diluted


2.89



(0.01
)


2.88   For the Year Ended December 31, 2008As Previously



As Adjusted inReported in Annual



These FinancialReport on Form 20-F

Adjustment

Statements(In thousands of RMB)Interest expenses(c)


149,193



12,938



162,131Earnings before income taxes(c)


954,476



(12,938
)


941,538Net income(c)


960,064



(12,938
)


947,126Net income attributable to Yingli Green Energy(c)


666,764



(12,938
)


653,826Earnings per share applicable to Yingli Green Energys
    shareholders(c)Basic


5.23



(0.10
)


5.13Diluted


5.15



(0.10
)


5.05  93




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##### Table of Contents



470-20,
  For the Year Ended December 31, 2007As Previously



As Adjusted inReported in Annual



These FinancialReport on Form 20-F

Adjustment

Statements(In thousands of RMB)Net income


581,632



(1,111
)


580,521Amortization of debt discount(c)






1,247



1,247Amortization of debt issuance cost(c)


2,405



(136
)


2,269   For the Year Ended December 31, 2008As Previously



As Adjusted inReported in Annual



These FinancialReport on Form 20-F

Adjustment

Statements(In thousands of RMB)Net income


960,064



(12,938
)


947,126Amortization of debt discount(c)






13,289



13,289Amortization of debt issuance cost(c)


19,036



(351
)


18,685         (a)
    
    Reclassification of debt issuance costs attributable to the
    equity component of the convertible senior notes from prepaid
    expenses and other current assets to additional paid-in capital.(b)
    
    Recognition and reclassification of the fair value of the equity
    component of the convertible senior notes from the carrying
    amount of the convertible senior notes as a debt discount.(c)
    
    Amortization of the debt discount and debt issuance cost over
    the period the convertible senior notes are expected to be
    outstanding as additional interest expense.(d)
    
    Recognition of the foreign currency exchange translation
    adjustment from the above-mentioned adjustments.  Adoption
    of ASC Topic
    810-10,
    Consolidation
  Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51 810-10, Consolidation,
  ASC
    Topic 805 (SFAS 141(R))
  Business Combinations Business Combinations
 94




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##### Table of Contents



ASU
    2009-16,
    Transfers and Servicing
  2009-16, Transfers and Servicing Accounting
    for Transfers of Financial Assets Accounting for Transfers of Financial
    Assets  an amendment of FASB Statement
    No. 140 2009-16 Transfers and
    Servicing ASC 810-10 2009-16
  ASU
    2009-17,
    Consolidations
  2009-17, Consolidations Improvements to Financial
    Reporting by Enterprises Involved with Variable Interest
    Entities Amendments to FASB
    Interpretation No. 46(R) 2009-17, 810-10, Consolidation  Overall equity-at-risk 2009-17 2009-17
  C.
    Research
    and Development   95




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##### Table of Contents



D.
    Trend
    Information    E.
    Off-Balance
    Sheet Arrangements     96




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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(1)


4,408,264.1



3,613,776.1



398,846.6



264,829.4



130,812.0Long-term payable


60,810.0







60,810.0Convertible senior notes(2)


1,371,387.6



1,371,387.6











Senior secured convertible notes(3)


458,459.4



27,809.9



430,649.5







Commitments for capital expenditures


617,689.5



555,920.0



61,769.5







Commitments for the purchase of raw materials


4,852,054.4



295,895.2



1,856,767.4



1,077,301.6



1,622,090.2Total


11,768,665.0



5,864,788.8



2,808,843.0



1,342,131.0



1,752,902.2     (1)
    
    Includes interest of RMB 154.4 million accrued at the
    interest rate under the loan agreement. For borrowings with a
    floating rate, the most recent rate as of December 31, 2009
    was applied.(2)
    
    Includes effective interest of RMB 193.5 million due
    to the guaranteed return on the convertible senior notes.(3)
    
    Includes effective interest of RMB 180.4 million due to the
    guaranteed return on the senior secured convertible notes.  G.
    Safe
    Harbor      
    our expectations regarding the worldwide demand for electricity
    and the market for solar energy;
    our beliefs regarding the effects of environmental regulation,
    lack of infrastructure reliability and long-term fossil fuel
    supply constraints;
    our beliefs regarding the inability of traditional fossil
    fuel-based generation technologies to meet the demand for
    electricity;
    our beliefs regarding the importance of environmentally friendly
    power generation;
    our expectations regarding governmental support for the
    deployment of solar energy;
    our beliefs regarding the acceleration of adoption of solar
    technologies;
    our expectations regarding advancements in our technologies and
    cost savings from such advancements;
    our beliefs regarding the competitiveness of our PV products; 97




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##### Table of Contents




    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.   98




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##### Table of Contents



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

Age

Yingli Green EnergyLiansheng Miao


54



Chairperson of board of directors and chief executive officerZongwei Li


38



Director and chief financial officerXiangdong Wang


48



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


69



Independent directorMing Huang(1)(2)


46



Independent directorChi Ping Martin Lau(1)(2)


37



Independent directorJunmin Liu


60



Independent directorDengyuan Song


52



Chief technology officerYiyu Wang


35



Chief strategic officerStuart Brannigan


49



Managing Director of EuropeJingfeng Xiong


39



Vice presidentZhiheng Zhao


61



Vice presidentQiuqiu Chen


30



Financial controllerFengzhi Liu


36



Accounting directorXiaoqiang Zheng


33



Vice president and chief operating officerYaocheng Liu


36



Vice presidentRobert Petrina


32



Managing Director of Americas     (1)
    
    Audit committee member.(2)
    
    Compensation committee member.  Mr. Liansheng Miao
  Mr. Zongwei Li
  Mr. Xiangdong Wang
 99




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##### Table of Contents



Mr. Iain Ferguson Bruce
  Professor Ming Huang
  Mr. Chi Ping Martin Lau
  Professor Junmin Liu
  Dr. Dengyuan Song
 100




---



##### Table of Contents



Mr. Yiyu Wang
  Mr. Stuart Brannigan
  Mr. Jingfeng Xiong
  Mr. Zhiheng Zhao
  Ms. Qiuqiu Chen
  Ms. Fengzhi Liu
  Mr. Xiaoqiang Zheng
  Dr. Yaocheng Liu
 101




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##### Table of Contents



Mr. Robert Petrina
  c/o Tianwei
  B.
    Compensation
    of Directors and Executive Officers    2006
    Stock Incentive Plan
    Administration.
  Change of Control.
 102




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##### Table of Contents



Amendment and Termination of Plan.
  Amendment No. 1 to the 2006 Stock Incentive
    Plan.
  Amendment No. 2 to the 2006 Stock Incentive
    Plan.
  Options.
  Granted Options.
    
    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 103




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##### Table of Contents



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.
    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. 104




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##### Table of Contents




    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.
    In August 2009, we granted options to purchase an aggregate of
    80,000 ordinary shares to two employees at an exercise price of
    US$11.74 per share. Of these, options covering 50,000 ordinary
    shares have a vesting schedule of four equal and separate annual
    increments and options covering 30,000 ordinary shares have a
    vesting schedule of two equal and separate annual increments,
    with the first increment vesting one year after the date of
    grant in each case.
    In March 2010, we granted options to purchase an aggregate of
    235,500 ordinary shares to 74 employees at an exercise price of
    US$12.27 per share. Of these, options covering 180,500 ordinary
    shares have a vesting schedule of five equal and separate annual
    increments and options covering 55,000 ordinary shares have a
    vesting schedule of four equal and separate annual increments,
    in each case, with the first increment vesting one year after
    the date of grant.  
    In May 2010, we granted options to purchase an aggregate of
    2,500 ordinary shares to one employee at an exercise price of
    US$10.54 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. 105




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##### Table of Contents




    In May 2010, we granted options to purchase an aggregate of
    20,000 ordinary shares to one managing director at an exercise
    price of US$9.28 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.    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, 2018*



11.74


August 18, 2009

August 18, 2019George 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)


*



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, 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, 2018Dengyuan 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(3)


*



11.00


June 13, 2007

June 13, 2017Jingfeng Xiong


*



3.59


October 25, 2008

October 25, 2018Robert Petrina


*



12.89


July 18, 2007

July 18, 2017*



3.59


October 25, 2008

October 25, 2018*



9.35


May 22, 2009

May 22, 2019*



9.28


May 20, 2010

May 20, 2020Yaocheng Liu


*



12.27


March 3, 2010

March 3, 2020Guoxiao Yao(4)


*



2.10


December 28, 2006

December 28, 2016 106




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##### Table of Contents



Ordinary Shares

ExerciseUnderlying

Price perName

Option

Share (US$)

Grant Date

Expiration DateZhiheng Zhao


*



3.59


October 25, 2008

October 25, 2018*



5.14


December 25, 2008

December 25, 2018Employee


*



11.74


August 18, 2009

August 18, 2019Employee


*



11.00


June 13, 2007

June 13, 2017Employee


*



11.00


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**


*



12.27


March 3, 2010

March 2, 2020Other 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, 2019*



21.74


January 30, 2008

January 30, 2018Xiaoqiang Zheng


*



21.74


January 30, 2008

January 30, 2018*



3.59


October 25, 2008

October 25, 2018Employee


*



10.54


May 14, 2010

May 14, 2020Non-employee


*



15.50


July 15, 2008

July 15, 2018Total


5,167,213
(5)     *
    
    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)
    
    Seok Jin Lee resigned as our chief operating office on
    February 28, 2010.(3)
    
    Jiesi Wu resigned as an independent director upon expiration of
    his term of office on August 4, 2008.(4)
    
    Guoxiao Yao resigned as our chief technology officer on
    January 15, 2009.(5)
    
    Includes 226,209 ordinary shares underlying forfeited options.  Restricted Shares.
  Granted Restricted Shares.
 107




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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.   108




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##### Table of Contents



Restricted SharesGranted

Grant Date

End of Vesting PeriodNabih Cherradi(1)


*



May 14, 2007



May 14, 2012Zongwei Li


*



February 27, 2009



February 27, 2010*



February 27, 2009



February 27, 2010Liansheng 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, 2010Zhiheng Zhao


*



January 19, 2007



January 19, 2012Xiaoqiang Zheng


*



January 19, 2007



January 19, 2012Jingfeng Xiong


*



January 19, 2007



January 19, 2012Directors and executive officers as a group


781,840
(2)Other employees


1,836,220



January 19, 2007



January 19, 2012Other employees


12,000



February 27, 2009



February 27, 2010One 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
   109




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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;
    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. 110




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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
     111




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##### Table of Contents



D.
    Employees  Employees
    As of December 31, 2009Number of

Percentage ofEmployees

TotalManufacturing


3,885



66.8
%Quality Inspection


376



6.5Research and Development


259



4.5Procurement, Sales and Marketing


204



3.5Management and Administrative


457



7.9Logistics, Manufacturing Support and Others


632



10.9Total


5,813



100
%         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.  112




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##### Table of Contents



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

%Directors and Executive Officers:Liansheng Miao(3)


51,984,452



34.66Xiangdong Wang


*



*Iain Ferguson Bruce


*



*Ming Huang


*



*Chi Ping Martin Lau


*



*Junmin Liu


*



*Zongwei Li


*



*Dengyuan Song


*



*Yiyu Wang


*



*Stuart Brannigan


*



*Jingfeng Xiong


*



*Zhiheng Zhao


*



*Xiaoqiang Zheng


*



*Robert Patrina


*



*Yaocheng Liu


*



*Qiuqiu Chen


*



*Fengzhi Liu


*



*All directors and executive officers as a group


53,151,551



35.16Principal Shareholders and 5% Shareholders:Yingli Power Holding Company Ltd.(4)


51,600,652



34.49TB Partners GP Limited(5)


10,375,213



6.93Mackenzie Financial Corporation(6)


8,768,500



5.86     *
    
    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 149,620,492 ordinary shares outstanding and, as
    applicable, (i) the ordinary shares underlying share
    options exercisable by such person and (ii) restricted
    ordinary shares awarded to such person that can be vested, in
    each case within 60 days of the date of this annual report,
    not including share options that can be early exercised, at the
    discretion of the holder, into unvested ordinary shares.(3)
    
    Represents 51,600,652 of our ordinary shares owned by Yingli
    Power, our principal shareholder, which is 100% beneficially
    owned by the family trust of Mr. Miao, and 108,800
    restricted shares that were vested and 275,000 stock option
    exercisable. Mr. Miaos business address is
    c/o Tianwei
    Yingli New Energy Resources Co., Ltd., No. 3055 Middle
    Fuxing Road, Baoding, Peoples Republic of China.(4)
    
    Represents 51,600,652 of our ordinary shares beneficially owned
    by Yingli Power. Yingli Power is 100% beneficially owned by the
    family trust of Mr. Liansheng Miao. The mailing address of
    Yingli Power is Romasco Place, Wickhams Cay 1,
    P.O. Box 3140, Road Town, Tortola, British Virgin
    Islands.(5)
    
    Based on the Schedule 13G filing with the Securities and
    Exchange Commission on February 4, 2010, represents
    1,035,000 of our ordinary shares in the form of ADS held by
    Trustbridge Partners II, L.P., a limited partnership whose
    general partner is TB Partners GP2, L.P. The general partner of
    TB Partners GP2, L.P. is TB Partners GP Limited. Assumes
    conversion of the outstanding amount of US$40.73 million in
    our senior secured convertible notes due 2012 held by
    Trustbridge Partners II, L.P. into 9,340,213 ordinary
    shares, in connection with our acquisition of Cyber Power. In
    June 2009, 2,000,000 of such 9,340,213 ordinary shares were
    issued to 113




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##### Table of Contents



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.   (6)
    
    Based on the Schedule 13G filing with the Commission on
    February 2, 2010. 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
     114




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##### Table of Contents



Transactions
    with Yingli Group
         115




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##### Table of Contents



Other
    Transactions with Mr. Liansheng Miao and Entities
    Controlled by Mr. Miao
         116




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##### Table of Contents



Transactions
    with Tianwei Baobian and Its Controlling Shareholder
            Certain
    Other Related Party Transactions
           117




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##### Table of Contents



118




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##### Table of Contents



Capital
    Contributions to Tianwei Yingli
    Employment
    Agreements
    Stock
    Incentive Plan
    C.
    Interests
    of Experts and Counsel    Item 8.
    Financial
    Information  A.
    Consolidated
    Statements and Other Financial Information    Legal and
    Administrative Proceedings
    Dividend
    Policy
     119




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##### Table of Contents



B.
    Significant
    Changes   120




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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



2.502009


13.25



3.32Quarterly Highs and LowsFirst 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



3.32Second Quarter 2009


10.73



6.08Third Quarter 2009


12.50



9.95Fourth Quarter 2009


13.25



11.96First Quarter 2010


14.29



12.61Monthly Highs and LowsOctober 2009


12.76



11.96November 2009


12.98



12.19December 2009


13.25



12.36January 2010


13.59



12.61February 2010


13.84



12.83March 2010


14.29



13.15April 2010


15.35



13.54May


16.18



14.58June (through June 24)


10.41



10.05     B.
    Plan
    of Distribution    C.
    Markets    D.
    Selling
    Shareholders   121




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##### Table of Contents



E.
    Dilution    F.
    Expenses
    of the Issue    Item 10.
    Additional
    Information  A.
    Share
    Capital    B.
    Memorandum
    and Articles of Association  No. 333-142851),
  C.
    Material
    Contracts    D.
    Exchange
    Controls  Foreign
    Currency Exchange
    
    Foreign Currency Administration Rules (1996), as
    amended; and
    Administration Rules of the Settlement, Sale and Payment of
    Foreign Exchange (1996).  and/or
  and/or
  E.
    Taxation  Cayman
    Islands Taxation
   122




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##### Table of Contents



Governor-in-Council
        Peoples
    Republic of China Taxation
     123




---



##### Table of Contents



Certain
    United States Federal Income Tax Consequences
    
    an individual citizen or resident of the United States;
    a corporation (or other entity treated as a corporation for
    United States federal income tax purposes) created or organized
    in or under the laws of the United States, any state thereof or
    the District of Columbia;
    an estate the income of which is subject to United States
    federal income taxation regardless of its source; or
    a trust if it (1) is subject to the primary supervision of
    a court within the United States and one or more
    United States persons have the authority to control all
    substantial decisions of the trust or (2) has a valid
    election in effect under applicable United States Treasury
    regulations to be treated as a United States person.    
    a dealer in securities or currencies;
    a financial institution;
    a regulated investment company;
    a real estate investment trust;
    an insurance company;
    a tax-exempt organization;
    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; 124




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##### Table of Contents




    a partnership or other pass-through entity for United States
    federal income tax purposes; or
    a person whose functional currency is not the United
    States dollar.      non-United If you are considering the purchase,
    ownership or disposition of our ordinary shares or ADSs, you
    should consult your own tax advisors concerning the United
    States federal income tax consequences to you in light of your
    particular situation as well as any consequences arising under
    the laws of any other taxing jurisdiction.
        Distributions
    on ADSs or Ordinary Shares
     125




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##### Table of Contents



Sale,
    Exchange or Other Disposition of ADSs or Ordinary
    Shares
      Passive
    Foreign Investment Company
   126




---



##### Table of Contents



Information
    Reporting and Backup Withholding
    F.
    Dividends
    and Paying Agents    G.
    Statement
    by Experts    H.
    Documents
    on Display            I.
    Subsidiary
    Information   127




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##### Table of Contents



Item 11.
    Quantitative
    and Qualitative Disclosures About Market Risk  Foreign
    Exchange Risk
      and/or
     128




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##### Table of Contents



Interest
    Rate Risk
      Item 12.
    Description
    of Securities Other than Equity Securities  A.  Debt
    Securities
    B.  Warrants
    and Rights
   129




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##### Table of Contents



C.  Other
    Securities
    D.  American
    Depositary Shares
  Fees
    Paid by Our ADS Holders
      
    to the extent not prohibited by the rules of any stock exchange
    or interdealer quotation system upon which the ADSs are traded,
    a fee of US$1.50 per ADR or ADRs for transfers of certificated
    or direct registration ADRs;
    a fee of US$0.02 or less per ADS (or portion thereof) for any
    cash distribution made pursuant to the deposit agreement;
    a fee of US$0.04 per ADS (or portion thereof) per calendar year
    for services performed by the depositary in administering our
    ADR program (which fee may be charged on a periodic basis during
    each calendar year (with the aggregate of such fees not to
    exceed the amount set forth above) and shall be assessed against
    holders of ADRs as of the record date or record dates set by the
    depositary during each calendar year and shall be payable in the
    manner described in the next succeeding provision);
    any other charge payable by any of the depositary, any of the
    depositarys agents, including, without limitation, the
    custodian, or the agents of the depositarys agents in
    connection with the servicing of our shares or other deposited
    securities (which charge shall be assessed against registered
    holders of our ADRs as of the record date or dates set by the
    depositary and shall be payable at the sole discretion of the
    depositary by billing such registered holders or by deducting
    such charge from one or more cash dividends or other cash
    distributions);
    a fee for the distribution of securities (or the sale of
    securities in connection with a distribution), such fee being in
    an amount equal to the fee for the execution and delivery of
    ADSs which would have been charged as a result of the deposit of
    such securities (treating all such securities as if they were
    shares) but which securities or the net cash proceeds from the
    sale thereof are instead distributed by the depositary to those
    holders entitled thereto;
    stock transfer or other taxes and other governmental charges;
    cable, telex and facsimile transmission and delivery charges
    incurred at your request;
    transfer or registration fees for the registration of transfer
    of deposited securities on any applicable register in connection
    with the deposit or withdrawal of deposited securities;
    expenses of the depositary in connection with the conversion of
    foreign currency into U.S. dollars; and
    such fees and expenses as are incurred by the depositary
    (including without limitation expenses incurred in connection
    with compliance with foreign exchange control regulations or any
    law or regulation relating to foreign investment) in delivery of
    deposited securities or otherwise in connection with the
    depositarys or its custodians compliance with
    applicable laws, rules or regulations.   130




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##### Table of Contents



Fees
    and Payments from the Depositary to Us
   PART II  Item 13.
    Defaults,
    Dividend Arrearages and Delinquencies    Item 14.
    Material
    Modifications to the Rights of Security Holders and Use of
    Proceeds      Form F-1 333-142851)
 131




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##### Table of Contents



Form F-1 333-147223)
  Form F-3 333-142851)
      Item 15.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Rule 13a-15(f)
 132




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##### Table of Contents



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),
  Item 16C.
    Principal
    Accountant Fees and Services    For the Year Ended December 31,2008

2009(In thousands of

(In thousands of

(In thousands ofRMB)

RMB)

US$)Audit fees(1)


4,373



7,618



1,116Audit-related fees(2)


3,560



4,737



694  133




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##### Table of Contents



(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. PART III  Item 17.
    Financial
    Statements    Item 18.
    Financial
    Statements    
    Reports of Independent Registered Public Accounting Firm
    Consolidated Balance Sheets as of December 31, 2008 and 2009 134




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##### Table of Contents




    Consolidated Statements of Operations for the years ended
    December 31, 2007, 2008 and 2009 of Yingli Green
    Energy Holding Company Limited and its Subsidiaries
    Consolidated Statements of Shareholders Equity and
    Comprehensive Income (Loss) for the years ended
    December 31, 2007, 2008 and 2009 of Yingli Green Energy
    Holding Company Limited and its Subsidiaries
    Consolidated Statements of Cash Flows for the years ended
    December 31, 2007, 2008 and 2009 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)2
.6

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

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

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

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

Warrant Agreement, dated as of April 7, 2009, among Yingli
    Green Energy Holding Company Limited, Deutsche Bank AG, Hong
    Kong Branch, as warrant agent, and Deutsche Bank Luxemberg S.A.
    as warrant registrar (incorporated by reference to
    Exhibit 2.23 from our 20-F annual report filed with the
    Commission on June 15, 2009) 135




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##### Table of Contents



ExhibitNumber

Description of Document2
.11

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

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

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

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

Registrants US$20 million 10.0% Guaranteed Senior
    Secured Convertible Notes Due 2012, dated January 16, 2009
    (incorporated by reference to Exhibit 4.6 from our 20-F
    annual report filed with the Commission on June 15, 2009)4
.5

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

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

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

Share Purchase Agreement, dated January 7, 2009, between
    Grand Avenue Group Limited as seller and the Registrant as
    purchaser (incorporated by reference to Exhibit 4.10 from
    our 20-F annual report filed with the Commission on
    June 15, 2009)4
.9

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

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

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

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

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

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

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

Agreement on Pledge of Receivables, dated December 22,
    2008, between Yingli Energy (China) Company Limited as pledgor
    and China Development Bank as pledgee (incorporated by reference
    to Exhibit 4.18 from our 20-F annual report filed with the
    Commission on June 15, 2009) 136




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##### Table of Contents



ExhibitNumber

Description of Document4
.17

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

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

Loan Contract, dated April 16, 2009, between Baoding
    Tianwei Yingli New Energy Resources Co., Ltd. as borrower, and
    The Export-Import Bank of China as lender (incorporated by
    reference to Exhibit 4.21 from our 20-F annual report filed
    with the Commission on June 15, 2009)4
.20

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

Supply Agreement, dated August 10, 2006, between Wacker
    Chemie AG and Tianwei Yingli (incorporated by reference to
    Exhibit 10.30 from our F-1 registration statement
    (File No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.22

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

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

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

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

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

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

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

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

Loan Agreement, dated April 16, 2009, between Tianwei
    Yingli and Export & Import Bank of China4
.31

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

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

Subsidiaries of the Registrant 137




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##### Table of Contents



ExhibitNumber

Description of Document11
.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 138




---



##### Table of Contents



SIGNATURES
  Form 20-F
    By:
    /s/  Liansheng
    Miao   Title:
    Chairman and Chief Executive Officer   139




---



##### 



Table of
    Contents
  PageReports of Independent Registered Public
    Accounting Firm

F-2-F-3Consolidated Balance Sheets

F-4Consolidated Statements of Operations

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

F-6-F-8Consolidated Statements of Cash Flows

F-9-F-11Notes to Consolidated Financial Statements

F-12-F-58   F-1




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    Consolidated Balance Sheets  December 31, 2008(As Adjusted)Note 2(z)

December 31, 2009RMB

RMB

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


1,108,914



3,248,086



475,847Restricted cash


109,234



215,192



31,526Accounts receivable, net


1,441,949



1,750,898



256,508Inventories


2,040,731



1,665,021



243,927Prepayments to suppliers


774,014



329,457



48,266Value-added tax recoverable


461,585



300,528



44,028Amounts due from and prepayments to related parties


77,211



303,726



44,496Prepaid expenses and other current assets


47,495



143,567



21,033Total current assets


6,061,133



7,956,475



1,165,631Restricted cash, excluding current portion






167,774



24,579Long-term prepayments to suppliers


674,164



678,311



99,373Property, plant and equipment, net


3,385,682



6,573,851



963,075Land use rights


63,022



354,560



51,943Intangible assets, net


392,763



207,826



30,447Goodwill


273,666



273,666



40,092Other assets


217,366



44,642



6,540Total assets


11,067,796



16,257,105



2,381,680LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Short-term bank borrowings, including current portion of
    long-term bank debt


2,044,200



3,501,027



512,903Accounts payable


628,903



1,852,216



271,351Other current liabilities and accrued expenses


136,496



263,164



38,554Amounts due to related parties


19,820



31,138



4,562Convertible senior notes






1,291,843



189,256Total current liabilities


2,829,419



6,939,388



1,016,626Convertible senior notes


1,214,813







Senior secured convertible notes






100,139



14,670Long-term bank debt, excluding current portion


662,956



752,809



110,287Other liabilities


188,338



278,910



40,861Total liabilities


4,895,526



8,071,246



1,182,444Shareholders equity:Ordinary shares Par value: US$0.01Authorized shares: 1,000,000,000Issued and outstanding shares:127,447,821 and 148,527,450 as of December 31, 2008 and
    2009, respectively


9,922



11,363



1,665Additional paid-in capital


3,724,358



6,130,890



898,180Accumulated other comprehensive income


31,207



12,784



1,873Retained earnings


1,011,632



480,037



70,327Total equity attributable to Yingli Green Energy


4,777,119



6,635,074



972,045Noncontrolling interests


1,395,151



1,550,785



227,191Total shareholders equity


6,172,270



8,185,859



1,199,236Commitments and contingencies










Total liabilities and shareholders equity


11,067,796



16,257,105



2,381,680    F-4




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
    Consolidated Statements of Operations  Year Ended December 31,2007

2008(As Adjusted)

(As Adjusted)Note 2(z)

Note 2(z)

2009RMB

RMB

RMB

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


4,015,788



7,445,790



7,158,441



1,048,717Sales of PV systems


1,952



27,584



50,197



7,354Other revenues


41,583



79,641



46,231



6,773Total net revenues


4,059,323



7,553,015



7,254,869



1,062,844Cost of revenuesCost of PV modules sales


2,971,710



5,713,605



5,458,284



799,643Cost of PV systems sales


1,493



19,241



39,851



5,838Cost of other revenues


45,516



52,953



42,361



6,206Total cost of revenues


3,018,719



5,785,799



5,540,496



811,687Gross profit


1,040,604



1,767,216



1,714,373



251,157Operating expensesSelling expenses


193,703



294,895



347,545



50,916General and administrative expenses


149,166



261,989



410,101



60,080Research and development expenses


17,545



57,249



184,332



27,005Provision for doubtful accounts receivable


647



(217
)


322,668



47,271Impairment of intangible asset










131,177



19,217Total operating expenses


361,061



613,916



1,395,823



204,489Income from operations


679,543



1,153,300



318,550



46,668Other income (expense)Equity in losses of affiliates, net


(1,109
)


(2,174
)


(2,769
)


(406
)Interest expense


(65,945
)


(162,131
)


(376,336
)


(55,133
)Interest income


13,622



12,739



6,321



926Foreign currency exchange gains (losses)


(32,662
)


(66,286
)


38,389



5,624Loss on debt extinguishment










(244,744
)


(35,855
)Loss from revaluation of embedded derivative










(231,345
)


(33,892
)Other income






6,090



7,373



1,079Earnings (loss) before income taxes


593,449



941,538



(484,561
)


(70,989
)Income tax benefit (expense)


(12,928
)


5,588



31,831



4,663Net income (loss)


580,521



947,126



(452,730
)


(66,326
)Less: Earnings attributable to the noncontrolling interests


(192,612
)


(293,300
)


(78,865
)


(11,554
)Net income (loss) attributable to Yingli Green Energy


387,909



653,826



(531,595
)


(77,880
)Accretion of Series A and Series B redeemable
    convertible preferred shares to redemption value


(53,151
)










Net income (loss) applicable to Yingli Green Energys
    ordinary shareholders


334,758



653,826



(531,595
)


(77,880
)Basic earnings (loss) per share applicable to ordinary
    shareholders


2.99



5.13



(3.83
)


(0.56
)Diluted earnings (loss) per share applicable to ordinary
    shareholders


2.88



5.05



(3.83
)


(0.56
)    F-5




---



##### Table of Contents



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








Comprehensive


IncomeAccumulated





Green








Income


AttributableAdditional


Other





Energy


Non


Total


Attributable to


to the


TotalOrdinary Share


Paid-In


Comprehensive


Retained


Shareholders


Controlling


Shareholders


Yingli Green


Noncontrolling


ComprehensiveNumbers


Amount


Capital


Income


Earnings


Equity


Interests


Equity


Energy


Interests


Incomeof Shares


RMB


RMB


RMB


RMB


RMB


RMB


RMB


RMB


RMB


RMB(Amounts in thousands, except share data)Balance as of January 1, 2007


59,800,000



4,745



35,342



5,395



23,048



68,530



387,716



456,246Net income (as adjusted) note 2(z)


















387,909



387,909



192,612



580,521



387,909



192,612



580,521Foreign currency exchange translation adjustment, net of nil tax














6,506







6,506







6,506



6,506







6,506Comprehensive income


































394,415



192,612



587,027Issuance of warrants in connection with issuance of
    Series B redeemable convertible preferred shares










343











343







343Issuance of warrants in connection with release of escrow
    arrangement










5,849











5,849







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


















(6,414
)


(6,414
)






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


















(46,737
)


(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











2,011,406







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


2,747,063



212



88,311











88,523







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


32,486,458



2,485



1,075,397











1,077,882







1,077,882Acquisition of additional equity interest in subsidiaries


























174,471



174,471Conversion of mandatory convertible bonds


5,340,088



407



378,500











378,907







378,907Debt discount of convertible senior notes (as adjusted)
    note 2(z)










43,016











43,016







43,016Share-based compensation










27,714











27,714







27,714Balance as of December 31, 2007


126,923,609



9,884



3,663,843



11,901



357,806



4,043,434



754,799



4,798,233    F-6




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##### Table of Contents






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








Comprehensive


IncomeAccumulated





Green








Income


AttributableAdditional


Other





Energy


Non-


Total


Attributable to


to the


TotalOrdinary Share


Paid-in


Comprehensive


Retained


Shareholders


Controlling


Shareholders


Yingli Green


Noncontrolling


ComprehensiveNumbers


Amount


Capital


Income


Earnings


Equity


Interests


Equity


Energy


Interests


Incomeof Shares


RMB


RMB


RMB


RMB


RMB


RMB


RMB


RMB


RMB


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


126,923,609



9,884



3,663,843



11,901



357,806



4,043,434



754,799



4,798,233Net income (as adjusted) note 2(z)


















653,826



653,826



293,300



947,126



653,826



293,300



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














19,306







19,306







19,306



19,306







19,306Comprehensive income


































673,132



293,300



966,432Acquisition of additional equity interest in Tianwei Yingli


























343,948



343,948Establishment of new subsidiaries with noncontrolling interests


























3,104



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


524,212



38



(38
)






Share-based compensation










60,553











60,553







60,553Balance as of December 31, 2008


127,447,821



9,922



3,724,358



31,207



1,011,632



4,777,119



1,395,151



6,172,270    F-7




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##### Table of Contents



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








Comprehensive


IncomeAccumulated





Green








Loss


AttributableAdditional


Other





Energy


Non-


Total


Attributable to


to the


TotalOrdinary Share


Paid-In


Comprehensive


Retained


Shareholders


Controlling


Shareholders


Yingli Green


Noncontrolling


ComprehensiveNumbers


Amount


Capital


Income


Earnings


Equity


Interests


Equity


Energy


Interests


(Loss)of Shares


RMB


RMB


RMB


RMB


RMB


RMB


RMB


RMB


RMB


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


127,447,821



9,922



3,724,358



31,207



1,011,632



4,777,119



1,395,151



6,172,270Net loss


















(531,595
)


(531,595
)


78,865



(452,730
)


(531,595
)


78,865



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














(18,423
)






(18,423
)


(6,566
)


(24,989
)


(18,423
)


(6,566
)


(24,989
)Comprehensive loss


































(550,018
)


72,299



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


530,212



36



(36
)


















Issuance of ordinary shares upon exercise of stock options


159,417



11



4,341











4,352







4,352Share-based compensation










37,442











37,442



38,585



76,027Establishment of new subsidiaries with noncontrolling interests


























44,750



44,750Issuance of ordinary shares


18,390,000



1,257



1,551,926











1,553,183







1,553,183Conversion of First Tranche of senior secured convertible notes


2,000,000



137



59,459











59,596







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










170,893











170,893







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










201,210











201,210







201,210Fair value of ADM warrants










381,297











381,297







381,297Balance as of December 31, 2009


148,527,450



11,363



6,130,890



12,784



480,037



6,635,074



1,550,785



8,185,859Balance as of December 31, 2009  US





$
1,665



898,180



1,873



70,327



972,045



227,191



1,199,236    F-8




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES  Consolidated
    Statements of Cash Flows
  Year Ended December 31,2007

2008(As Adjusted)

(As Adjusted)Note 2(z)

Note 2(z)

2009RMB

RMB

RMB

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


580,521



947,126



(452,730
)


(66,326
)Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:Depreciation


77,694



158,844



343,381



50,306Amortization of intangible assets


43,362



56,345



56,386



8,261Loss on disposal of property, plant and equipment






657



1,483



217Bad debt expense (credit), net


647



(217
)


322,668



47,271Loss on sale of trade accounts receivable










5,891



863Write-down of inventories to net realizable value


22,664



7,506



9,590



1,405Equity in losses of affiliates, net


1,109



2,174



2,769



406Land use rights expense


1,145



1,310



7,995



1,171Loss on debt extinguishment










244,744



35,855Amortization of bonds discount


8,010











Amortization of debt discount


1,247



13,289



54,554



7,992Amortization of debt issuance cost


2,269



18,685



19,977



2,927Share-based compensation


27,714



60,553



76,027



11,138Deferred income tax expense (benefit)


12,928



(10,070
)


(135,253
)


(19,815
)Accreted interest on convertible senior notes and senior secured
    convertible notes






61,399



141,270



20,696Foreign currency exchange gains, net






(33,783
)


(2,247
)


(329
)Changes in fair value of financial instruments










25,316



3,709Loss from revaluation of embedded derivative










231,345



33,892Impairment of intangible assets










131,177



19,218Changes in operating assets and liabilities:Restricted cash related to purchase of inventory and other
    operating activities


8,941



(25,389
)


(47,676
)


(6,985
)Accounts receivable


(959,570
)


(200,973
)


(636,370
)


(93,229
)Inventories


(343,400
)


(87,275
)


902,477



132,214Prepayments to suppliers


(1,456,817
)


(95,543
)


(38,070
)


(5,577
)Prepaid expenses and other current assets


16,758



(3,253
)


(37,856
)


(5,546
)Value-added tax recoverable


(93,173
)


(325,202
)


161,057



23,595Amounts due from and prepayments to related parties


(377,900
)


(59,010
)


(264,882
)


(38,806
)Accounts payable


40,977



358,564



840,817



123,181Other current liabilities and accrued expenses


(109,360
)


57,139



95,027



13,921Other liabilities


66,314



52,128



57,849



8,475Amounts due to related parties


4,106



2,685



11,495



1,684Net cash provided by (used in) operating activities


(2,423,814
)


957,689



2,128,211



311,784    F-9




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows (Continued)
  Year Ended December 31,2007

2008(As Adjusted)

(As Adjusted)Note 2(z)

Note 2(z)

2009RMB

RMB

RMB

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










23,690



3,471Purchase of property, plant and equipment


(974,070
)


(1,950,295
)


(2,255,154
)


(330,382
)Restricted cash related to purchase of property, plant and
    equipment






(76,681
)


(485,484
)


(71,124
)Payments for land use rights


(2,254
)


(9,360
)


(284,277
)


(41,647
)Proceeds from disposal of an affiliate










3,000



440Release of restricted cash related to Series B redeemable
    convertible preferred shares, mandatory redeemable bonds and
    mandatory convertible bonds


300,692











Acquisition of remaining equity interest in Chengdu Yingli


(720
)










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






(170,865
)


(328,232
)


(48,086
)Investment in and advances to affiliates


(9,057
)


(3,000
)


(6,600
)


(967
)Loans made to related parties


(2,029
)


(4,310
)


390



57Cash proceeds from repayment of loans made to related parties






2,250







Net cash used in investing activities


(687,438
)


(2,212,261
)


(3,332,667
)


(488,238
)Cash flows from financing activitiesProceeds from short-term bank borrowings


3,114,284



5,213,899



3,482,487



510,187Proceeds from long-term bank debt






718,378



1,073,598



157,283Repayment of short-term bank borrowings


(2,108,295
)


(4,444,922
)


(2,952,688
)


(432,571
)Repayment of long-term bank borrowings










(54,618
)


(8,001
)Proceeds from restructured loan










341,795



50,073Repayment of restructured loan










(341,620
)


(50,048
)Payment for bank borrowings issuance costs


(2,868
)


(21,781
)






Proceeds from issuance of ordinary shares


2,011,406







1,553,183



227,542Proceeds from exercise of warrants


88,524











Proceeds from exercise of options










877



128Non-current restricted cash related to guarantee of bank
    borrowings










(167,774
)


(24,579
)Contribution from (repayment to) noncontrolling interest holders


(490
)


3,104



42,250



6,190Proceeds from issuance of Series B redeemable convertible
    preferred shares


34,804











Repayment of mandatory redeemable bonds


(269,016
)










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


(23,672
)










Proceeds from borrowing from Yingil Hainans 30% equity
    owner










60,000



8,790    F-10




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows  (Continued)
  Year Ended December 31,2007

2008(As Adjusted)

(As Adjusted)Note 2(z)

Note 2(z)

2009RMB

RMB

RMB

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


63,928



6,206



100,000



14,650Repayment of borrowings from related parties


(95,778
)


(7,669
)


(100,000
)


(14,650
)Proceeds from issuance of convertiblesenior notes, net of issuance cost of RMB 41,726


1,218,318











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










335,585



49,163Proceeds from borrowings from third party non-financial services
    companies


77,000











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


(89,000
)










Net cash provided by financing activities


4,019,145



1,467,215



3,373,075



494,157Effect of foreign currency exchange rate changes on cash


(25,271
)


(64,806
)


(29,447
)


(4,314
)Net increase in cash


882,622



147,837



2,139,172



313,389Cash at beginning of year


78,455



961,077



1,108,914



162,458Cash at end of year


961,077



1,108,914



3,248,086



475,847     Year Ended December 31,2007

2008

2009RMB

RMB

RMB

US$Interest paid, net of capitalized interest


57,034



63,210



103,535



15,168Income tax paid


33,518



2,374



68,882



10,091Non-cash investing and financing transactions:Payables for purchase of property, plant and equipment


39,733



155,465



525,180



76,940Grants for purchase of property, plant and equipment paid to
    suppliers by the government










98,430



14,420Payables for purchase of land use right










13,600



1,992Conversion of senior secured convertible notes to ordinary shares










28,706



4,205Contribution of intangible assets from noncontrolling interest
    holders










2,500



366Conversion of Series A and B redeemable convertible
    preferred shares


1,077,882











Conversion of mandatory convertible bonds to ordinary shares


378,907











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










37,230



5,454    F-11




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES



Notes to
    Consolidated Financial Statements

(Amounts
    in thousands, except share and per share data)  (1)
    Organization
    and Description of Business    (2)
    Summary
    of Significant Accounting Policies and Significant
    Concentrations and Risks  (a)
    Basis
    of Presentation    (b)
    Principles
    of Consolidation  810-10, Consolidation  Overall Consolidation of Variable Interest
    Entities
  (c)
    Significant
    Concentrations and Risks  Revenue
    concentrations
      Year EndedDecember 31,

% of Net

December 31,

% of Net



% of Net2007

Revenue

2008

Revenue

December 31, 2009

RevenueRMB



RMB



RMB

US$Germany


889,036



22
%


3,118,713



41
%


4,575,675



670,340



63
%Italy


292,836



7
%


95,236



1
%


445,861



65,319



6
%Spain


2,606,125



64
%


3,041,767



40
%


431,520



63,218



6
%Total


3,787,997



93
%


6,255,716



82
%


5,453,056



798,877



75
%  F-12




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##### Table of Contents



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



% of Net



% of NetLocation

2007

Revenue

2008

Revenue

2009

RevenueRMB



RMB



RMB

US$Customer A

Germany


32,347



1
%


878,244



12
%


1,223,529



179,248



17
%Customer B

Spain


545,567



14
%


201,587



3
%










Customer C

Spain


793,065



20
%


376,742



5
%










Customer D

Spain


497,438



12
%


593,578



8
%










Total




1,868,417



47
%


2,050,151



28
%


1,223,529



179,248



17
%     December 31,Location

2008

2009RMB

RMB

US$Customer A

Germany


207,853



90,519



13,261Customer B

Spain


188,737



14,389



2,108Customer C

Spain










Customer D

Spain










Total




396,590



104,908



15,369   Accounts
    receivable concentrations
   F-13




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##### Table of Contents



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

2008

2009RMB

RMB

US$Supplier A

United States of America


156,164







Supplier B

South Korea


309,735



174,573



25,575Supplier C

Germany


596,373



611,612



89,602Total




1,062,272



786,185



115,177    F-14




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  Concentrations
    of cash balances held at financial institutions
    December 31, 2008

December 31, 2009Original

RMB

Original

RMBCurrency

Equivalents

Currency

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


551,130



551,130



1,487,549



1,487,549Denominated in US$


45,423



310,450



168,051



1,147,483Denominated in EURO


3,702



35,757



48,809



478,183Hong Kong Special Administrative Region (the HK SAR):Denominated in US$


25,425



173,772



99



679Europe:Denominated in US$


2,475



16,914



4,166



28,443Denominated in EURO


2,039



19,695



9,974



97,717US:Denominated in US$










837



5,714Total cash held by financial institutions






1,107,718







3,245,768Restricted cash and non-current restricted cash held by
    financial institutions located in the PRC:Denominated in RMB


92,719



92,719



339,976



339,976Denominated in US$


33



228



2,078



14,187Denominated in EURO


1,686



16,287



2,940



28,803Total restricted cash






109,234







382,966       (d)
    Use of
    Estimates   F-15




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##### Table of Contents



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




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    Sale
    of Accounts Receivable
  held-for-sale
  (h)
    Inventories  work-in-progress
  (i)
    Prepayments
    to Suppliers    (j)
    Long-lived
    Assets  Property,
    Plant and Equipment
   F-17




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##### Table of Contents



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






30 yearsMachinery and equipment






4-10 yearsFurniture and fixtures






3-5 yearsMotor vehicles






8-10 years       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 year     Impairment
    of Long-Lived Assets
     F-18




---



##### Table of Contents



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




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (n)
    Derivative
    Financial Instruments  Derivatives and Hedging Accounting for Derivative
    Instruments and Certain Hedging Activities, as amended
        Disclosures about Derivative
    Instruments and Hedging Activities 815-10, Derivatives and Hedging  Overall ,
  (o)
    Share-based
    Payment  Compensation  Stock Compensation
 F-20




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  505-50 ,
    Equity-based Payments to Non-employees 505-50).
  (p)
    Revenue
    Recognition                  (q)
    Research
    and Development and Government Grant     F-21




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (r)
    Employee
    Benefits Plans    (s)
    Warranty
    Cost  10-year 25-year
        Year Ended December 31,2007

2008

2009RMB

RMB

RMB

US$Beginning balance


20,686



60,780



123,649



18,115Warranty expense for current year sales


40,094



74,036



72,747



10,657Warranty costs incurred or claimed






(11,167
)


(7,163
)


(1,049
)Total accrued warranty cost


60,780



123,649



189,233



27,723Less: accrued warranty cost, current portion


4,248



8,957



14,789



2,167Accrued warranty cost, excluding current portion


56,532



114,692



174,444



25,556  F-22




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (t)
    Shipping
    and Delivery Costs    (u)
    Income
    Taxes    Accounting for Uncertainty
    in Income Taxes, an interpretation of Statement of Financial
    Accounting Standards No. 109 740-10-25,
  (v)
    Commitments
    and Contingencies      (w)
    Segment
    Reporting   F-23




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  Segment reporting
  (x)
    Earnings
    Per Share  Earnings Per
    Share
    (y)
    Fair
    Value Measurements  Fair Value Measurements Fair Value Measurements and
    Disclosures
      (z)
    Recently
    Issued Accounting Standards  Adoption
    of ASC Topic
    470-20 Debt
    with conversion and Other Option
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement 470-20, Debt with conversion and Other Option, 470-20
 F-24




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  470-20 470-20.
    470-20,
  December 31, 2008As Previously



As AdjustedReported in



in theseAnnual Report



Financialon Form 20-F

Adjustment

Statements(in thousands of RMB)Prepaid expenses and other current assets(a)


40,532



(887
)


39,645Convertible senior notes(b)(c)


1,241,908



(27,095
)


1,214,813Additional paid-in capital(a)(b)


3,681,342



43,016



3,724,358Accumulated other comprehensive income(d)


33,966



(2,759
)


31,207Retained earnings(c)


1,025,681



(14,049
)


1,011,632   470-20,
  For the Year Ended December 31, 2007As Previously Reported in



As Adjusted in theseAnnual Report on Form 20-F

Adjustment

Financial StatementsInterest expenses(c)


64,834



1,111



65,945Earnings before income taxes(c)


594,560



(1,111
)


593,449Net income(c)


581,632



(1,111
)


580,521Net income attributable to Yingli Green Energy(c)


389,020



(1,111
)


387,909Net income applicable to Yingli Green Energys ordinary
    shareholders


335,869



(1,111
)


334,758Earnings per share applicable to Yingli Green Energys
    ordinary shareholders(c)Basic


3.00



(0.01
)


2.99Diluted


2.89



(0.01
)


2.88   F-25




---



##### Table of Contents



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



As Adjusted in theseAnnual Report on Form 20-F

Adjustment

Financial StatementsInterest expenses(c)


149,193



12,938



162,131Earnings before income taxes(c)


954,476



(12,938
)


941,538Net income(c)


960,064



(12,938
)


947,126Net income attributable to Yingli Green Energy(c)


666,764



(12,938
)


653,826Earnings per share applicable to Yingli Green Energys
    ordinary shareholders(c)Basic


5.23



(0.10
)


5.13Diluted


5.15



(0.10
)


5.05   470-20,
  For the Year Ended December 31, 2007As Previously Reported in



As Adjusted in theseAnnual Report on Form 20-F

Adjustment

Financial StatementsNet income


581,632



(1,111
)


580,521Amortization of debt discount(c)






1,247



1,247Amortization of debt issuance cost(c)


2,405



(136
)


2,269   For the Year Ended December 31, 2008As Previously Reported in



As Adjusted in theseAnnual Report on Form 20-F

Adjustment

Financial StatementsNet income


960,064



(12,938
)


947,126Amortization of debt discount(c)






13,289



13,289Amortization of debt issuance cost(c)


19,036



(351
)


18,685       (a)
    
    Reclassification of debt issuance costs attributable to the
    equity component of the convertible senior notes from prepaid
    expenses and other current assets to additional paid-in capital.(b)
    
    Recognition and reclassification of the fair value of the equity
    component of the convertible senior notes from the carrying
    amount of the convertible senior notes as a debt discount.(c)
    
    Amortization of the debt discount and debt issuance cost over
    the period the convertible senior notes are expected to be
    outstanding as additional interest expense.(d)
    
    Recognition of the foreign currency exchange translation
    adjustment from the above-mentioned adjustments. F-26




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
   Adoption
    of ASC Topic
    810-10,
    Consolidation
  Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51 810-10, Consolidation,
  FASB
    ASC Topic 805 (SFAS 141(R))
  Business Combinations Business Combinations
  ASU
    2009-16,
    Transfers and Servicing
  2009-16, Transfers and Servicing Accounting
    for Transfers of Financial Assets Accounting for Transfers of Financial
    Assets  an amendment of FASB Statement
    No. 140 2009-16 Transfers and
    Servicing ASC 810-10 2009-16
  ASU
    2009-17,
    Consolidations
  2009-17, Consolidations Improvements to Financial
    Reporting by Enterprises Involved with Variable Interest
    Entities Amendments to FASB
    Interpretation No. 46(R) 2009-17, 810-10, Consolidation  Overall
 F-27




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  equity-at-risk 2009-17 2009-17
  (3)
    Accounts
    Receivable    December 31,2008

2009RMB

RMB

US$Accounts receivable


1,442,935



2,073,923



303,831Less: Allowance for doubtful accounts


(986
)


(323,025
)


(47,323
)Total accounts receivable, net


1,441,949



1,750,898



256,508     Year Ended December 31,2007

2008

2009RMB

RMB

RMB

US$Beginning balance


(2,309
)


(2,618
)


(986
)


(144
)Additions


(647
)


(938
)


(322,668
)


(47,271
)Reversal of allowance for doubtful accounts






1,155







Write-off of accounts receivable charged


338



1,415



629



92Ending balance


(2,618
)


(986
)


(323,025
)


(47,323
)      F-28




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (4)
    Inventories    December 31,2008

2009RMB

RMB

US$Raw materials


1,229,173



950,072



139,186Work-in-progress


474,495



308,323



45,170Finished goods


337,063



406,626



59,571Total inventories


2,040,731



1,665,021



243,927     (5)
    Property,
    Plant and Equipment    December 31,2008

2009RMB

RMB

US$Buildings


429,558



724,164



106,091Machinery and equipment


2,324,200



3,810,352



558,220Furniture and fixtures


10,318



17,652



2,586Motor vehicles


26,280



39,605



5,802Construction in progress


842,917



2,549,038



373,436Total property, plant and equipment


3,633,273



7,140,811



1,046,135Less: Accumulated depreciation


(247,591
)


(566,960
)


(83,060
)Total property, plant and equipment, net


3,385,682



6,573,851



963,075     Year Ended December 31,2007

2008

2009RMB

RMB

RMB

US$Cost of revenues


72,452



150,204



319,049



46,741Selling expenses


129



203



303



44General and administrative expenses


5,113



7,936



15,282



2,239Research and development expenses






501



8,747



1,281Total depreciation expense


77,694



158,844



343,381



50,305  F-29




---



##### Table of Contents



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

2008

2009RMB

RMB

RMB

US$Interest cost capitalized


20,812



47,523



144,179



21,123Interest cost charged to income


65,945



162,131



376,336



55,133Total interest cost incurred


86,757



209,654



520,515



76,256   (6)
    
    Derivative Instruments and Hedging Activities    Foreign
    Currency
    Interest
    Balance
    Sheet Classification
    F-30




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  Derivatives Not Designated asHedging Instruments

Balance Sheet Classification

Fair ValueRMB

US$LiabilityForeign currency contract

Other current liabilities and accrued expense


2,330



341Interests rate swap

Other liabilities


22,986



3,367   Cash Flow
    Hedge Loss Recognition
    Amount of Loss Recognized


Location of Loss


Amount of Loss


Amount of Loss RecognizedDerivatives in Cash

in Other Comprehensive


Reclassified from


Reclassified from Other


in Loss on DerivativeFlow Hedging

Loss


Other Comprehensive


Comprehensive Loss into Loss


(Ineffective Portion)Relationships

RMB


US$


Loss into Loss


RMB


US$


RMB


US$Foreign currency contracts


12,640



1,852



Foreign currency exchange losses



12,640



1,852



33,003



4,835   Other
    Derivatives Gains (Losses) Recognition
    Location ofGain (Loss)

Amount of Gain (Loss) RecognizedRecognized in

in Income on DerivativeIncome on

2008

2009Derivative

RMB

RMB

US$Derivatives Not Designated as Hedging InstrumentsForeign currency contracts


Foreign currency exchange gains (losses
)


106,948



(1,420
)


(208
)Interest rate swap


Interest expense







(22,986
)


(3,367
)Total






106,948



(24,106
)


(3,531
)   (7)
    Fair
    Value of Financial Instruments  (a)
    Fair
    Value Hierarchy   F-31




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    
    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.      Fair Value Measurements atReporting Date UsingQuoted Pricesin Active

SignificantMarkets for

Other

SignificantIdentical

Observable

UnobservableDecember 31,

Assets

Inputs

Inputs2009

(Level 1)

(Level 2)

(Level 3)Liabilities:Foreign currency forward contract


2,330







2,330



Interests rate swap contract


22,986











22,986Total


25,316







2,330



22,986     LiabilitiesInterest Rate SwapBalance at December 31, 2008


Total realized and unrealized losses:Included in income


22,986Included in other comprehensive income


Balance at December 31, 2009


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


22,986   (b)
    Fair
    Value of Financial Instruments    
    Short-term financial instruments (cash, restricted cash,
    accounts receivable, amounts due from related parties, accounts
    payable, short-term bank borrowing, and amounts due to related
    parties)  cost approximates fair value because of the
    short maturity period. F-32




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
   
    Non-current restricted cash  carrying amount
    approximates fair value. The fair value was estimated using
    discounted cash flow analysis, based on the Companys
    incremental borrowing rates for similar borrowing.
    Long-term bank debt and long-term payable (included in other
    liabilities) - fair value is based on the amount of future cash
    flows associated with each debt instrument discounted at the
    Companys current borrowing rate for similar debt
    instruments of comparable terms. The carrying value of the
    long-term bank debt and long-term payable approximate their fair
    values as all the long-term bank debts and long-term payable
    carry variable interest rates which approximate rates currently
    offered by the Companys bankers for similar debt
    instruments of comparable maturities.
    Convertible senior notes  as of December 31,
    2008 and 2009, the fair value of the convertible senior notes,
    determined based on quoted market value of the notes, was
    approximately US$89,700 and US$187,448 (RMB 1,279,930),
    respectively.
    Senior secured convertible notes  It is not
    practicable to estimate the fair value of the Companys
    senior secured convertible notes without incurring excessive
    costs because of the lack of a unobservable market data and
    complexity of the conversion rate adjustment feature. Additional
    information pertinent to these notes is provided in Note 13.
    Foreign currency forward contract  as of
    December 31, 2009, the fair value is determined by
    discounting estimated future cash flow, which is on the changes
    in the forward rate.
    Interests swap contract  as of December 31, 2009
    the fair value is determined by using pricing models developed
    based on the LIBOR swap rate and other unobservable market data.  (8)
    Investments
    in and Advances to Affiliates           F-33




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (9)
    Bank
    Borrowings  (a)
    Current    Year Ended December 31,2008

2009RMB

RMB

US$Guaranteed by bank deposit






61,782



9,051Secured by accounts receivable


86,100







Unsecured loans


1,903,423



1,756,626



257,347Guaranteed by related parties






370,000



54,205Guaranteed by third party






30,000



4,395Current instalments of long-term bank debt (note b)


54,677



1,282,619



187,905Total short-term borrowings and current instalments of
    long-term bank debt


2,044,200



3,501,027



512,903     b)
    Non-current  Year Ended December 31,2008

2009RMB

RMB

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


205,038



423,348



62,021- Unsecured loan


512,595



1,612,080



236,171717,633



2,035,428



298,192Less: current portion


(54,677
)


(1,282,619
)


(187,905
)Total long-term borrowings


662,956



752,809



110,287   14-18 months 16-month 6-month
  6-month
  6-month
 F-34




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
          (10)
    Structured
    Loan     F-35




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
        
    The initial strike price decreased from US$5.64 per share to
    US$5.06 per share;
    Upon the exercise of the put option by the warrant holders, the
    Company may, at its sole discretion, elect to settle the put
    price in (i) cash, (ii) shares or (iii) a
    combination of cash and shares.
    Established a limit on the number of ordinary shares the Company
    is obligated to issue upon the exercise of the put option by the
    warrant holder.    (11)
    Mandatory
    Convertible and Redeemable Bonds     F-36




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    815-15, Embedded derivative
        (12)
    Convertible
    Senior Notes               F-37




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
        815-15, 815-15.
    14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement 470-20, Debt with conversion and Other Option,
  470-20,
 F-38




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##### Table of Contents



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

2009RMB

RMB

US$Principal amount of Convertible Senior Notes


1,178,968



1,177,864



172,558Cumulative interest payable


62,939



128,202



18,782Unamortized debt discount


(27,094
)


(14,223
)


(2,084
)Net carrying amount


1,214,813



1,291,843



189,256Carrying amount of additional
    paid-in-capital


43,016



43,016



6,302       Year Ended December 31,2007

2008

2009RMB

RMB

RMB

US$Contractual coupon interests


2,710



59,826



65,263



9,561Amortization of debt discount


1,245



12,938



12,871



1,886Amortization of debt issuance costs


519



12,453



12,453



1,824Interest cost capitalized


(1,073
)


(19,316
)


(25,092
)


(3,676
)Total interests expense


3,401



65,901



65,495



9,595   (13)
    Senior
    Secured Convertible Notes       F-39




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
              Derivatives and
    Hedging.
    815-10, Derivatives and Hedging-Overall
   F-40




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    (14)
    Long-term
    payable  3-year
  No. 00-04, Majority Owners Accounting for a Transaction in the
    share of a consolidated Subsidiary and a Derivative Indexed to
    the Noncontrolling interest in That Subsidiary 480-10, Distinguishing Liabilities from Equity-Overall
  (15)
    Income
    Taxes  Cayman
    Islands and British Virgin Islands
    PRC
      
    Prior to the adoption of new EIT law, Tianwei Yingli, as a
    foreign invested enterprise, was entitled to an exemption from
    state tax for two years and a 50% reduction in state tax in the
    subsequent three years starting F-41




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  from its first profit-making year (2+3 Holiday). In
    addition, Tianwei Yingli was also entitled to an exemption from
    local tax for five years and a 50% reduction in local tax in the
    subsequent five years starting from its first profit-making
    year. In accordance with the PRC income tax law, Tianwei Yingli
    elected to defer the commencement of the abovementioned tax
    holidays until January 1, 2007. Further, the new EIT law
    and its relevant regulations provide a grandfathering treatment
    of the 2+3 Holiday.      
    Yingli China was established in October 2007 and was subject to
    a EIT rate of 25% in 2007. In December 2008 Yingli China was
    recognized by the Chinese government as a High and New
    Technology Enterprise under the new EIT law. As a result,
    Yingli China is entitled to the preferential EIT rate of 15%
    from 2008 to 2010.
    Fine Silicon Co., Ltd., acquired by the Company on
    January 7, 2009, was also recognized by the Chinese
    government as a High and New Technology Enterprise
    under the new EIT law in November 2009. As a result, Fine
    Silicon is entitled to the preferential EIT rate of 15% from
    2009 to 2011.
    For all other PRC subsidiaries, the EIT rate is 33%, 25%, and
    25% in 2007, 2008 and 2009, respectively.  Other
    countries
      Year Ended December 31,2007

2008

2009RMB

RMB

RMB

US$Cayman Islands


14,946



(147,336
)


(654,814
)


(95,931
)PRC


578,565



1,096,796



116,646



17,089Other foreign countries


(62
)


(7,922
)


53,607



7,853Total earnings (loss) before income taxes


593,449



941,538



(484,561
)


(70,989
)  F-42




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##### Table of Contents



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

2008

2009RMB

RMB

RMB

US$Current tax expense:PRC






2,996



94,169



13,796Other countries






1,486



9,253



1,356Total current income tax expense






4,482



103,422



15,152Deferred income tax expense (benefit):PRC


12,928



(10,070
)


(135,253
)


(19,815
)Sub-total


12,928



(10,070
)


(135,253
)


(19,815
)Total income tax expense (benefit)


12,928



(5,588
)


(31,831
)


(4,663
)     Year Ended December 31,2007

2008

2009RMB

RMB

RMB

US$Computed expected tax expense (benefit)


195,838



235,385



(121,140
)


(17,747
)Tax rate differential, preferential rate


(91,977
)


(340
)


22,923



3,358Tax rate change


17,553











Non-PRC tax rate differential


8,530



38,975



159,333



23,342Tax holiday


(114,853
)


(275,573
)


(69,218
)


(10,140
)Research and development tax credit


(2,895
)


(6,625
)


(27,468
)


(4,024
)Non-deductible expenses:Staff welfare in excess of allowable limits










1,666



244Interest expense


43











Entertainment expenses






971



1,075



157Others


689



1,619



998



147Actual income tax expense (benefit)


12,928



(5,588
)


(31,831
)


(4,663
)     Year Ended December 31,2007

2008

2009RMB

RMB

RMB

US$Basic earnings (loss) per share


0.80



1.55



(0.37
)


(0.05
)Diluted earnings (loss) per share


0.78



1.52



(0.37
)


(0.05
)  F-43




---



##### Table of Contents



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

2009RMB

RMB

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


3,925



68,886



10,092Inventories


873



1,821



267Employee benefits


1,886



986



144Accrued warranty


27,474



43,350



6,351Property, plant and equipment


1,932



11,569



1,695Change in fair value of derivative instruments






7,187



1,053Tax loss carryforwards






4,131



605Total gross deferred income tax assets


36,090



137,930



20,207Gross deferred income tax liabilities:Property, plant and equipment


(12,611
)


(12,674
)


(1,857
)Intangible assets


(73,958
)


(39,271
)


(5,753
)Land use rights


(514
)






Total gross deferred income tax liabilities


(87,083
)


(51,945
)


(7,610
)Net deferred income tax assets (liabilities)


(50,993
)


85,985



12,597   December 31,2008

2009RMB

RMB

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


7,850



78,284



11,469Non-current deferred income tax assets, included in other assets


28,240



15,941



2,335Current deferred income tax liabilities, included in other
    current liabilities and accrued expenses


(8,534
)






Non-current deferred income tax liabilities, included in other
    liabilities


(78,549
)


(8,240
)


(1,207
)Net deferred income tax assets (liabilities)


(50,993
)


85,985



12,597      F-44




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
          (16)
    Share-Based
    Compensation    Restricted
    shares
     F-45




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##### Table of Contents



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


Grant Date WeightedVested 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$
5.22Granted


24,000


US$
3.89Vested


(530,212
)

US$
5.24Forfeited


(31,344
)

US$
9.59Outstanding as of December 31, 2009


1,559,292


US$
5.10Exercisable as of December 31, 2009


523,764


US$
4.27    F-46




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##### Table of Contents



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

2008

2009RMB

RMB

RMB

US$Cost of revenues


1,179



1,192



1,113



163Selling expenses


788



747



724



106General and administrative expenses


17,433



15,684



16,712



2,448Research and development expenses






730



205



30Total compensation cost recognized for restricted shares


19,400



18,353



18,754



2,747   Stock
    options
    WeightedWeighted


AverageNumber of


Average


Remaining


AggregateStock


Exercise


Contractual


IntrinsicOptions


Price


Term


ValueOutstanding 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$
10.32Granted


503,000


US$
6.65Exercised


(159,417
)

US$
4.16






(US$
1,857
)Forfeited or expired


(147,557
)

US$
7.16Outstanding as of December 31, 2009


4,559,239


US$
10.23



8.41 years


US$
37,067Exercisable as of December 31, 2009


1,621,063


US$
10.39



8.09 years


US$
13,387    F-47




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##### Table of Contents



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

2008

2009Expected volatility

65%

67%

73%Expected dividends yield

0%

0%

0%Expected term

6.23 years

6.19 years

5.96 yearsRisk-free interest rate (per annum)

4.70%

4.34%

3.58%Estimated fair value of underlying ordinary shares (per share)

US$24.57

US$8.48

US$4.51       Compensation - Stock Compensation
  Year Ended December 31,2007

2008

2009RMB

RMB

RMB

US$Cost of revenues






1,448



2,562



375Selling expenses


965



7,807



8,839



1,295General and administrative expenses


7,349



30,874



44,157



6,469Research and development expenses






2,071



1,715



251Total compensation cost recognized for stock options


8,314



42,200



57,273



8,390     (17)
    Redeemable
    Convertible Preferred Shares   F-48




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
               F-49




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
             F-50




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    (18)
    Earnings
    per share  Basic and
    diluted earnings per share
  Earnings
    Per Share
  Year Ended December 31,2007

2008

2009RMB

RMB

RMB

US$Numerator:Net income (loss) available to ordinary shares


387,909



653,826



(531,595
)


(77,880
)Accretion to Series A and B preferred shares redemption
    value


(53,151
)










Earnings allocated to participating preferred shareholders


(43,722
)










Numerator for basic earnings per share


291,036



653,826



(531,595
)


(77,880
)Numerator for diluted earnings per share


291,036



653,826



(531,595
)


(77,880
)Denominator:Denominator for basic earnings per
    share  Weighted-average ordinary shares
    outstanding


97,444,766



127,419,040



138,759,177



138,759,177Series A Preferred Share Warrant


191,544











Series B Preferred Share Warrant


1,087,818











Stock options


439,870



462,386







Restricted shares


1,859,069



1,612,959







Denominator for diluted earning per share


101,023,067



129,494,385



138,759,177



138,759,177Basic earnings (loss) per share


2.99



5.13



(3.83
)


(0.56
)Diluted earnings (loss) per share


2.88



5.05



(3.83
)


(0.56
)    F-51




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##### Table of Contents



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

2008

2009Shares issuable upon conversion of mandatory convertible bonds
    payable to Yingli Power


5,340,088







Shares issuable upon exercise of warrants


2,068,252







Shares issuable pursuant to convertible senior notes


3,974,659



3,974,659



3,974,659Shares issuable pursuant to senior secured convertible notes










9,340,967Shares issuable under stock options and restricted shares


715,000



3,637,284



6,118,531Shares issuable upon exercise of ADM warrants










4,125,000     (19)
    Related-Party
    Transactions    Year Ended December 31,2007

2008

2009RMB

RMB

RMB

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


6,136



16,498



49,144



7,200Purchase of raw materials from related parties (note(b))


208,512



980,088



771,158



112,975   December 31,2008

2009RMB

RMB

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


23,024



76,592



11,221Prepayments to related party suppliers (note(b))


50,128



223,142



32,690Other amounts due from related parties (note(c))


4,059



3,992



585Total due from related parties


77,211



303,726



44,496Amounts due to related parties (note(b))


(8,864
)


(20,182
)


(2,957
)Dividends payable (note(d))


(10,956
)


(10,956
)


(1,605
)Total due to related parties


(19,820
)


(31,138
)


(4,562
)  F-52




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    (a)
    
    The Company sold raw material of RMB 2,697 to a company that has
    an equity shareholder who is a member of the Companys
    senior management for the year ended December 31, 2007. The
    Company sold PV modules of RMB 3,439 and RMB 2,854 (US$418) to
    its affiliate, Tibetan Yingli, for the year ended
    December 31, 2007 and 2009. The Company primarily sold PV
    systems of RMB 15,826 to a subsidiary of Yingli Group for the
    year ended December 31, 2008. The Company sold raw
    materials and PV modules of RMB 8,401 (US$1,231) and RMB 28,187
    (US$4,130) to two subsidiaries of Yingli Group for the year
    ended December 31, 2009, respectively. The Company sold PV
    modules of RMB 4,007 (US$587) to an entity whose equity
    shareholder is a noncontrolling interest holder of the
    Companys foreign subsidiary in 2009. Further, the Company
    sold PV cells of RMB 5,695 (US$834) to an entity whose parent
    companys controlling shareholder is a direct relative of
    the general manager of Yingli Beijing for the year ended
    December 31, 2009.(b)
    
    The Company purchased raw materials of RMB 41,784, RMB 9,959 and
    RMB 8,426 from the subsidiaries of Yingli Group, a subsidiary of
    Baoding Tianwei Group Co., Ltd. (Tianwei Group) and
    Dongfa Tianying, respectively, for the year ended
    December 31, 2007. The Company purchased raw materials of
    RMB 83,149, RMB 14,268 and RMB 23,646 from the subsidiaries of
    Yingli Group, a subsidiary of Tianwei Group and Dongfa Tianying,
    respectively, for the year ended December 31, 2008.
    Further, the Company purchased raw materials of RMB 250,054
    (US$36,633), RMB 16,949 (US$2,483) and RMB 4,102 (US$601) from
    the subsidiaries of Yingli Group, a subsidiary of Tianwei Group
    and Dongfa Tianying, respectively for the year 2009. The Company
    purchased polysilicon of RMB 148,343, RMB 444,601 and RMB
    14,101(US$2,067) from an entity whose director is a member of
    the Companys senior management for the year ended
    December 31, 2007, 2008 and 2009, respectively. The Company
    imported the polysilicon of RMB 411,828 and RMB 475,178
    (US$69,614) from an entity whose equity shareholder is a
    noncontrolling interest holder of the Companys foreign
    subsidiary in 2008 and 2009, respectively. Further, the Company
    purchased raw materials of RMB 2,596 and RMB 10,774 (US$1,578)
    from an entity whose parent companys controlling
    shareholder is a direct relative of the general manager of
    Yingli Beijing for the year ended December 31, 2008 and
    2009, respectively.For the year ended December 31, 2009, the Company borrowed
    RMB 100,000 (US$14,650) from Yingli Group and repaid the full
    amount in 2009. The loan is interests free.(c)
    
    Other amounts due from related parties mainly represent the
    loans and advances to Yingli Group and its subsidiary. These
    amounts were interest-free and repayable on demand.(d)
    
    Dividends payable represents dividends payable of RMB 10,956
    (US$1,605) to Tianwei Baobian. The amount is interest free and
    due on demand.  (20)
    Capital
    Commitments        (21)
    Net
    Assets Purchase   F-53




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##### Table of Contents



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


642,250Land use rights


78,770Other assets


116,236Total assets acquired


837,256Liabilities assumed:Accounts payable


266,243Other liabilities


26,766Total liabilities assumed


293,009   (22)
    Goodwill
    and Other Intangible Assets  (a)
    Goodwill      RMBBalances 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


273,666Balances as of December 31, 2009


273,666US$


40,092  F-54




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
        November 20,

December 18,

June 25,

March 14,2006

2006

2007

2008RMB

RMB

RMB

RMBTotal cash consideration


130,940



484,840



908,600



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


(70,681
)


(301,232
)


(637,019
)


(1,295,797
)Net cash consideration


60,259



183,608



271,581



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


11,514



34,345



96,324



111,096Deferred income tax liabilities, net


(3,622
)


(11,537
)


(16,084
)


(19,643
)Identifiable intangible assets:Trademarks


5,044



10,554



28,019



14,055Technical know-how


25,432



82,177



51,301



46,066Customer relationships


7,141



15,485



23,395



20,650Order backlog


2,268



9,683



6,624



4,699Short-term supplier contracts


2,761



1,542







Long-term supplier contracts


5,736



41,360



58,414



32,310Goodwill


3,985







23,588



245,810Purchase price allocated


60,259



183,608



271,581



455,043    F-55




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##### Table of Contents



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

GrossAmortization

Carrying

AccumulatedPeriod

Amount

Amortization

Impairment

Intangibles, NetYears

RMB

RMB

RMB

RMB

US$Trademark

Indefinite


57,672











57,672



8,449Technical know-how

5.7


207,602



(95,574
)






112,028



16,412Customer relationship

5.8


66,671



(28,545
)






38,126



5,586Order backlog

1.3


23,274



(23,274
)










Short-term supplier agreements

0.5


4,303



(4,303
)










Long-term supplier agreements

9.0


137,820



(6,643
)


(131,177
)






Total




497,342



(158,339
)


(131,177
)


207,826



30,447        F-56




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
    step-up
    Year Ended December 31,2007


2008


2009RMB


RMB


RMB


US$Cost of revenuesShort-term supplier agreements


3,586











Long-term supplier agreements










6,643



973Selling expensesCustomer relationship


5,898



10,843



11,585



1,697Order back-log


11,279



10,632



979



143General and administrative expensesTechnical know-how


22,599



34,870



37,179



5,447Total amortization expense


43,362



56,345



56,386



8,260     December 31,RMB2010


48,7202011


48,7202012


47,5742013


3,9162014


287  F-57




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Amounts
    in thousands, except share and per share data)
  (23)
    Geographic
    Revenue Information    Year Ended December 31,2007


2008


2009RMB


RMB


RMB


US$Europe:- Germany


889,036



3,118,713



4,575,675



670,340- Spain


2,606,125



3,041,767



431,520



63,218- France


556



291,814



99,915



14,638- Italy


292,836



95,237



445,861



65,319- Belgium


2,507



58,716



163,091



23,893- Holand










348,710



51,086- Czech


814







174,405



25,551- Cyprus










162,064



23,743- Others


3,040



26,899



91,402



13,390Subtotal  Europe


3,794,914



6,633,146



6,492,643



951,178PRC (excluding HK SAR, Macau and Taiwan)


61,098



186,488



328,505



48,126HK SAR


103,794







56,862



8,330United States of America


36,182



127,743



147,383



21,592Japan


55,949



309,421



1,819



266South Korea


2,045



287,193



218,135



31,957Other countries


5,347



9,024



9,522



1,395Total gross revenue


4,059,329



7,553,015



7,254,869



1,062,844Sales tax and surcharge


(6
)










Total net revenues


4,059,323



7,553,015



7,254,869



1,062,844  F-58