##### Table of Contents





UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          toORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this
    shell company
    report   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
 (86
    312) 8929-700,
    (86
    312) 8929-800
 No. 3055 Middle Fuxing
    Road
 Baoding 071051, Peoples
    Republic of China
 (Name, Telephone, 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
    o þ
  o þ
  þ o
  Rule 12b-2
  Large accelerated
    filer o     Accelerated
    filer o     Non-accelerated
    filer þ
    þ U.S. GAAP
 o International
    Financial Reporting Standards as issued by the International
    Accounting Standards Board
 o Other
  o þ
  o o
  Rule 12b-2 o þ




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##### 





YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED
    ANNUAL REPORT ON
    FORM 20-F
   
 Table of Contents
  PageConventions
    that Apply to this Annual Report on
    Form 20-F


1PART I


1Item 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


30Item 5.

Operating
    and Financial Review and Prospects


61Item 6.

Directors,
    Senior Management and Employees


99Item 7.

Major
    Shareholders and Related Party Transactions


111Item 8.

Financial
    Information


118Item 9.

The Offer
    and Listing


120Item 10.

Additional
    Information


120Item 11.

Quantitative
    and Qualitative Disclosures About Market Risk


126Item 12.

Description
    of Securities Other than Equity Securities


127PART II


127Item 13.

Defaults,
    Dividend Arrearages and Delinquencies


127Item 14.

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


127Item 15.

Controls
    and Procedures


128Item 16A.

Audit
    Committee Financial Expert


129Item 16B.

Code of
    Ethics


129Item 16C.

Principal
    Accountant Fees and Services


129Item 16D.

Exemptions
    from the Listing Standards for Audit Committees


130Item 16E.

Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers


130PART III


130Item 17.

Financial
    Statements


130Item 18.

Financial
    Statements


130Item 19.

Exhibits


130EX-8.1 LIST OF SUBSIDIARIESEX-12.1 CERTIFICATION OF THE CEO - SECTION 302EX-12.2 CERTIFICATION OF THE CFO - SECTION 302EX-13.1 CERTIFICATION OF THE CEO - SECTION 906EX-13.2 CERTIFICATION OF THE CFO - SECTION 906EX-15.1 CONSENT OF KPMG   (i)




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CONVENTIONS
    THAT APPLY TO THIS ANNUAL REPORT ON
    FORM 20-F    
    ADSs are to our American depositary shares, each of
    which represents one ordinary share, and ADRs are to
    the American depositary receipts that may evidence our ADSs;
     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;
    China and the PRC are to the
    Peoples Republic of China, excluding, for the purposes of
    this annual report, Taiwan and the special administrative
    regions of Hong Kong and Macau;
    notes are to our zero coupon convertible senior
    notes due 2012;
    RMB and Renminbi are to the legal
    currency of the PRC;
    all references to Yingli Green Energy,
    we, the Company, us and
    our refer to Yingli Green Energy Holding Company
    Limited and, unless otherwise indicated or as the context may
    otherwise require, to our predecessor, Baoding Tianwei Yingli
    New Energy Resources Co., Ltd., or Tianwei Yingli, and its
    consolidated subsidiaries. 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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Predecessor


Yingli Green EnergyFor the


For thePeriod from


Period fromJanuary 1,


August 7,2006 through


2006 throughFor the Year Ended December 31,

September 4,


December 31,

For the Year Ended2003

2004

2005

2006


2006

December 31, 2007(In thousands of RMB)


(In thousands

(In thousands

(In thousandsof RMB,

of RMB,

of US$,except per

except per

except pershare and

share and

share andADS data)

ADS data)

ADS data)Consolidated Statement of Operations DataNet revenues


22,977



120,483



361,794



883,988




754,793



4,059,323



556,483Gross profit


6,631



25,180



108,190



272,352




179,946



956,840



131,171Income from operations


4,324



13,744



83,675



234,631




132,288



679,543



93,157Interest expense


(192
)


(6,411
)


(5,278
)


(22,441
)



(25,789
)


(64,834
)


(8,888
)Foreign currency exchange losses, net


(0.04
)


(0.6
)


(1,812
)


(3,406
)



(4,693
)


(32,662
)


(4,478
)Gain (loss) on debt extinguishment










2,165








(3,908
)






Income tax expense


(1,441
)


(1,221
)


(12,736
)


(22,546
)



(22,968
)


(12,928
)


(1,772
)Minority interest


14



76



36



76




(45,285
)


(192,612
)


(26,405
)Net income


2,942



6,089



65,954



186,223




30,017



389,020



53,330Net income applicable to ordinary shareholders



















23,048



335,869



46,044Basic earnings per share applicable to ordinary
    shareholders(1)(5)



















0.36



3.00



0.41Diluted earnings per
    share(1)(5)



















0.36



2.89



0.40Basic earnings per
    ADS(1)(5)



















0.36



3.00



0.41Diluted earnings per
    ADS(1)(5)



















0.36



2.89



0.40   Predecessor


Yingli Green EnergyFor the Period


For the Periodfrom January 1,


from August 7,For the Year Ended

2006 through


2006 throughDecember 31,

September 4,


December 31,

For the Year Ended2003

2004

2005

2006


2006

December 31, 2007(In percentages)


(In percentages)Other Consolidated Financial DataGross profit margin


28.9%



20.9%



29.9%



30.8%




23.8%



23.6%Operating profit margin


18.8%



11.4%



23.1%



26.5%




17.5%



16.7%Net profit margin


12.8%



5.1%



18.2%



21.1%




4.0%



9.6%   2




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##### Table of Contents



Predecessor


Yingli Green EnergyAs of December 31,


As of December 31,2003

2004

2005


2006

2007(In thousands of RMB)


(In thousands

(In thousands

(In thousandsof RMB)

of RMB)

of US$)Consolidated Balance Sheet DataCash


4,756



21,739



14,865




78,455



961,077



131,752Accounts receivable, net


5,783



6,120



40,505




281,921



1,240,844



170,104Inventories


10,374



17,499



106,566




811,746



1,261,207



172,896Prepayments to suppliers


6,452



12,617



123,452




134,823



1,056,776



144,871Total current assets


36,138



62,437



335,372




1,725,885



5,089,326



697,684Property, plant and equipment, net


107,084



120,980



341,814




583,498



1,479,829



202,866Long-term prepayments to a supplier















226,274



637,270



87,362Total assets


163,868



204,076



704,775




2,813,461



7,673,997



1,052,011Short-term
    borrowings(2)


63,000



92,000



346,757




267,286



1,261,275



172,905Total current liabilities


98,231



132,570



566,471




668,241



1,576,109



216,065Convertible senior notes



















1,262,734



173,105Total liabilities


98,466



132,836



567,617




1,339,878



2,917,373



399,935Minority interest


856



606



569




387,716



754,799



103,474Total owners/shareholders equity


64,546



70,634



136,589




68,530



4,001,825



548,602   For the Year Ended December 31,2004

2005

2006

2007Consolidated Operating DataPV modules sold (in
    megawatts)(3)


4.7



11.9



51.3



142.5Average selling price of PV modules (per watt in
    US$)(4)


2.83



3.49



3.82



3.86       (1)
    
    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 earnings per share for Tianwei
    Yingli.(2)
    
    Includes loans guaranteed or entrusted by related parties, which
    amounted to RMB 51.0 million,
    RMB 80.0 million, RMB 234.0 million,
    RMB 233.0 million and RMB 470.2 million
    (US$64.5 million), as of December 31, 2003, 2004 and
    2005, December 31, 2006 and 2007, respectively.(3)
    
    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.(4)
    
    We compute average selling price of PV modules per watt for a
    given period as the total sales of PV modules divided by the
    total watts of the PV modules sold during such period, and
    translated into U.S. dollars at the noon buying rate at the end
    of such period as certified by the United States Federal Reserve
    Board.(5)
    
    Commencing January 1, 2007, our primary operating
    subsidiary, Tianwei Yingli, began enjoying certain exemptions
    from income tax. These income tax exemptions had the effect of
    increasing our net income by RMB 80.5 million
    (US$11.0 million) and increasing our basic earnings per
    share applicable to ordinary shareholders by RMB 0.84
    (US$0.12) and on a diluted per share basis by RMB 0.81
    (US$0.11) for the year ended December 31, 2007. Prior to
    this period, there was no tax exemption in place.  Exchange
    Rate Information
   3




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Noon Buying RatePeriod

Period End

Average(1)

High

Low(RMB per US$1.00)2003


8.2767



8.2771



8.2800



8.27652004


8.2765



8.2768



8.2774



8.27642005


8.0702



8.1826



8.2765



8.07022006


7.8041



7.9579



8.0702



7.80412007


7.3900



7.5885



7.8127



7.3800October


7.4682



7.5019



7.5158



7.4682November


7.3850



7.4212



7.4582



7.3800December


7.3900



7.4008



7.4120



7.39002008 (through April 25)


7.0095



7.0787



7.2946



6.9840January


7.1818



7.2405



7.2946



7.1818February


7.1115



7.1644



7.1973



7.1110March


7.0120



7.0722



7.1110



7.0105April (through April 25)


7.0095



7.0010



7.0185



6.9840       (1)
    
    Annual averages are calculated by averaging the noon buying
    rates 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
  We are
    currently experiencing and may continue to experience an
    industry-wide shortage of polysilicon. Our failure to obtain
    sufficient quantities of polysilicon in a timely manner could
    disrupt our operations, prevent us from operating at full
    capacity or limit our ability to expand as planned, which will
    reduce, and limit the growth of, our manufacturing output and
    revenue.
   4




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The
    price of polysilicon may continue to rise and we may not be able
    to pass on the increase in raw material costs to our customers,
    which may reduce our profitability.
      A
    significant reduction in or discontinuation of government
    subsidies and economic incentives may have a material adverse
    effect on our results of operations.
     5




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Our
    dependence on a limited number of suppliers for a substantial
    majority of polysilicon could prevent us from delivering our
    products in a timely manner to our customers in the required
    quantities, which could result in order cancellations, decreased
    revenue and loss of market share.
      We
    depend, and expect to continue to depend, on a limited number of
    customers for a high 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 account 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.
   6




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We
    face intense competition in the PV modules and PV system markets
    and our PV products compete with different solar energy systems
    as well as other renewable energy sources in the alternative
    energy market. If we fail to adapt to changing market conditions
    and to compete successfully with existing or new competitors,
    our business prospects and results of operations would be
    materially and adversely affected.
         7




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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.
    Advance
    payment arrangements between us and most of our polysilicon
    suppliers and equipment suppliers expose us to the credit risks
    of such suppliers and may increase our costs and expenses, which
    could in turn have a material adverse effect on our
    liquidity.
    Our
    expansion plans require substantial capital expenditures,
    significant engineering efforts, timely delivery of
    manufacturing equipment and dedicated management attention, and
    our failure to complete these plans would have a material
    adverse effect on the growth of our sales and
    earnings.
    
    we may need to continue to contribute significant additional
    capital to our subsidiaries through the issuance of our equity
    or debt securities in order to finance the costs of developing
    the new facilities, which may not be conducted on reasonable
    terms or may not be conducted at all, and which could be
    dilutive to our existing shareholders. Such capital contribution
    would also require PRC regulatory approvals in order for the
    proceeds from such issuances to be transferred to our
    subsidiaries, which approvals may not be granted in a timely
    manner or at all; 8




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
    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
    effort 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.    Our
    product development initiatives may fail to improve
    manufacturing efficiency or yield commercially viable new
    products.
   9




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Failure
    to achieve satisfactory output of our PV modules and PV systems
    could result in a decline in sales.
  ramp-up ramp-up
    Unsatisfactory
    performance of or defects in our products may cause us to incur
    additional warranty expenses, damage our reputation and cause
    our sales to decline.
  10-year 25-year
  We
    have limited insurance coverage and may incur losses resulting
    from product liability claims, business interruption or natural
    disasters.
   10




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We
    obtain some of the equipment used in our manufacturing process
    from a small number of selected suppliers and if our equipment
    is damaged or new or replacement equipment is not delivered to
    us in a timely manner or is otherwise unavailable, our ability
    to deliver products timely will suffer, which in turn could
    result in cancellations of orders and loss of revenue for
    us.
    The
    practice of requiring our customers to make advance payments
    when they place orders with us has diminished, we have
    experienced and will continue to experience increased needs to
    finance our working capital requirements and are exposed to
    increased credit risk.
    Fluctuations
    in exchange rates could adversely affect our results of
    operations
     11




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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.    We
    have significant outstanding short-term borrowings, and we may
    not be able to obtain extensions when they mature.
   12




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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
    financial condition and results of operations.
      Our
    controlling shareholder has significant influence over our
    management and their interests may not be aligned with our
    interests or the interests of our other
    shareholders.
    You
    will experience substantial dilution immediately upon Tianwei
    Baobians exercise of the subscription right that we
    granted under the joint venture contract with Tianwei
    Baobian.
   13




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We may
    not be able to obtain adequate funding to acquire the equity
    interest in Tianwei Yingli held by Tianwei Baobian, and if we
    issue new shares to raise funds to acquire Tianwei
    Baobians equity interest, you may experience substantial
    dilution.
    Tianwei
    Baobian has significant influence over Tianwei Yingli, our
    principal operating entity, from which we currently derive
    substantially all of our revenue and earnings, and Tianwei
    Baobian may influence Tianwei Yingli from taking actions that
    are in the best interest of us or Tianwei Yingli, which could
    result in a material adverse effect on our or Tianwei
    Yinglis business prospects, financial condition and
    results of operations. 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 other shareholders.
    Furthermore, it is unclear how the recent acquisition by China
    South Industries Group Corporation of Tianwei Group, the
    controlling shareholder of Tianwei Baobian, will affect Tianwei
    Baobians approach with respect to the management and
    operation of Tianwei Yingli.
       14




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Negative
    rumors or media coverage of Tianwei Baobian, our affiliates or
    business partners could materially and adversely affect our
    reputation, business, financial condition and the price of our
    ADSs and the notes.
    If the
    acquirer of the parent of our minority partner in Tianwei Yingli
    or any affiliate of such acquirer engages in sanctioned
    activities inconsistent with the laws and policies of other
    countries, some of our shareholders may divest our shares and
    prospective investors may decide not to invest in our
    shares.
   15




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We
    have no legal right to prevent Tianwei Baobian from entering
    into a competing business with us and if Tianwei Baobian chooses
    to do so, our business, prospects, financial condition and
    results of operations could be adversely affected.
    The
    grant of employee share options and other share-based
    compensation could adversely affect our net
    income.
  Share-Based Payment
  Our
    results of operations are difficult to predict, and if we do not
    meet the market expectations, the price of our ADSs and the
    notes will likely decline.
    Evaluating
    our business and prospects may be difficult because of our
    limited operating history.
   16




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Our
    lack of patent 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.
   17




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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.
      If we
    fail to maintain an effective system of internal control over
    financial reporting, we may not be able to accurately report our
    financial results or prevent fraud.
  Form 20-F
     18




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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.
    Compliance
    with environmental regulations can be expensive, and
    noncompliance with these regulations may result in adverse
    publicity, potentially significant monetary damages and fines
    and supervision of our business operations.
    The
    ordinary shares underlying our ADSs you purchased or receive
    upon the conversion of the notes could become redeemable by us
    without your approval.
   19




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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.
      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.
   20




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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.
    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 control of foreign exchange; and
    the allocation of resources.     21




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Uncertainties
    with respect to the Chinese legal system could have a material
    adverse effect on us.
    A new
    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.
    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
 22




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A
    newly enacted PRC tax law could increase the enterprise income
    tax rate applicable to our principal subsidiaries in China,
    which could have a material adverse effect on our results of
    operations.
      Dividends
    we receive from our operating subsidiaries located in the PRC
    may be subject to PRC withholding tax.
   23




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##### Table of Contents



We may
    be deemed a PRC resident enterprise under the EIT Law and be
    subject to the PRC taxation on our worldwide
    income.
    Dividends
    payable by us to our foreign investors and gain on the sale of
    our ADSs or ordinary shares may become subject to taxes under
    PRC tax laws.
    We
    rely principally on dividends and other distributions on equity
    paid by our principal operating subsidiaries, including Tianwei
    Yingli, Yingli China and Yingli Beijing, and limitations on
    their ability to pay dividends to us could have a material
    adverse effect on our business and results of
    operations.
     24




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##### Table of Contents



Fluctuation
    in the value of the Renminbi may have a material adverse effect
    on your Investment.
    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.
     25




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##### Table of Contents



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.
      All
    employee participants in our existing stock option plans who are
    PRC citizens may be required to register with SAFE. We may also
    face regulatory uncertainties that could restrict our ability to
    adopt additional option plans for our directors and employees
    under PRC law.
        We
    face risks related to health epidemics and other
    outbreaks.
   26




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##### Table of Contents



Risks
    Related to Our ADSs
  The
    market price for our ADSs has been volatile.
    
    announcements of technological or competitive developments;
    regulatory developments in our target markets affecting us, our
    customers or our competitors;
    announcements regarding patent litigation or the issuance of
    patents to us or our competitors;
    announcements of studies and reports relating to the conversion
    efficiencies of our products or those of our competitors;
    actual or anticipated fluctuations in our quarterly results of
    operations;
    changes in financial projections or estimates about our
    financial or operational performance by securities research
    analysts;
    changes in the economic performance or market valuations of
    other PV technology companies;
    addition or departure of our executive officers and key research
    personnel;
    release or expiry of
    lock-up or
    other transfer restrictions on our outstanding ordinary shares
    or ADSs; and
    sales or perceived sales of additional ordinary shares or ADSs.    Substantial
    future sales or perceived sales of our ADSs in the public market
    could cause the price of our ADSs to decline.
    Holders
    of ADSs have fewer rights than shareholders and must act through
    the depositary to exercise those rights.
   27




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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.
   28




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##### Table of Contents



As a
    holder of our ADSs, your right to participate in any future
    rights offerings may be limited, which may cause dilution to
    your holdings and you may not receive cash dividends if it is
    impractical to make them available to you.
      We are
    a Cayman Islands company and, because judicial precedent
    regarding the rights of shareholders is more limited under
    Cayman Islands law than that under U.S. law, you may have less
    protection for your shareholder rights than you would under U.S.
    law.
     29




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##### Table of Contents



You
    may have difficulty enforcing judgments obtained against
    us.
    We
    have incurred and will continue to incur increased costs as a
    result of being a public company.
    Item 4.
    Information
    on the Company  A.
    History
    and Development of the Company  History
     30




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##### Table of Contents



312) 3100-500 312) 3151-881.
  www.yinglisolar.com
  Restructuring
    
    On June 7, 2006, Yingli Power was established in the
    British Virgin Islands by its sole shareholder,
    Mr. Liansheng Miao;
    On August 7, 2006, in connection with the incorporation of
    Yingli Green Energy, Yingli Power subscribed for 50 million
    of our ordinary shares at par value of US$0.01 per share and
    became our sole shareholder. On September 25, 2006, Yingli
    Power subscribed for an additional 9.8 million of our
    ordinary shares for a consideration of US$100,000;
    On August 9, 2006, Yingli Group and Tianwei Baobian made
    additional equity contributions to Tianwei Yingli, as a result
    of which, (i) the registered capital of Tianwei Yingli was
    increased from RMB 75 million to RMB 100 million;
    (ii) Yingli Group increased its equity interest in Tianwei
    Yingli from 49% to 51%; and (iii) the equity interest of
    Tianwei Baobian in Tianwei Yingli was correspondingly decreased
    from 51% to 49%;
    On August 25, 2006, we entered into a Sino-foreign equity
    joint venture company contract with Tianwei Baobian under which
    we granted to Tianwei Baobian a right to subscribe for newly
    issued ordinary shares of us in exchange for all but not part of
    Tianwei Baobians equity interest in Tianwei Yingli.
    Tianwei Baobian may exercise this subscription right only after
    certain conditions (as described below) are satisfied; and
    On September 5, 2006, Yingli Group transferred all of its
    51% equity interest in Tianwei Yingli to us in a transaction
    between entities under common control for cash consideration of
    approximately RMB 134.6 million (US$17 million as
    translated at the applicable rate at the historical transaction
    date). As a result of such transfer, Tianwei Yingli became our
    subsidiary. For financial statements reporting purposes, Tianwei
    Yingli is deemed to be our predecessor.  Private
    Equity Investments and Other Financings Following the
    Restructuring
  
    On September 28, 2006, we issued to Inspiration Partners
    Limited 8,081,081 Series A preferred shares for an
    aggregate purchase price of approximately US$17.0 million.
    On the same date, we also issued to TB Management Ltd., an
    affiliate of Inspiration Partners Limited, a warrant to purchase
    678,811 of our ordinary 31




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shares at an exercise price of US$2.10 per share, which has
    since been transferred to its affiliate, Fairdeal Development
    Ltd., and which was exercised on May 23, 2007. All
    outstanding Series A preferred shares held by Inspiration
    Partners Limited were automatically convertible into our
    ordinary shares upon the completion of our initial public
    offering at a conversion ratio of one-to-one, subject to certain
    anti-dilution provisions. The proceeds from the issuance and
    sale of the Series A preferred shares were used to finance
    the transfer to us of the 51% equity interest in Tianwei Yingli
    held by Yingli Group. Upon the completion of our initial public
    offering, all of our Series A preferred shares were
    converted into our ordinary shares on a one-for-one basis.  
    On November 13, 2006, we issued interest-bearing mandatory
    redeemable bonds and mandatory convertible bonds to Yingli Power
    in the aggregate principal amount of US$85 million and at
    an issue price equal to 98.75% of such aggregate principal
    amount. The mandatory redeemable bonds in the principal amount
    of US$38 million were required to be redeemed at their
    principal amount upon the completion of our initial public
    offering. The mandatory convertible bonds in the principal
    amount of US$47 million were automatically convertible into
    our equity interest at an aggregate value equal to the value of
    a 3.73% effective equity interest in Tianwei Yingli at the time
    of the conversion upon the completion of our initial public
    offering. The net proceeds from these bonds were used
    (i) up to US$62 million, to increase our equity
    interest in Tianwei Yingli from 53.98% to 62.13% (which event
    occurred on December 18, 2006), (ii) up to
    US$17 million, to further increase our equity interest in
    Tianwei Yingli, (iii) US$4.5 million to be held in a
    restricted account to be used to service the first three
    interest payments falling due under these bonds and
    (iv) the remaining proceeds for general corporate purpose
    and working capital. Upon the completion of our initial public
    offering in June 2007, we redeemed the mandatory redeemable
    bonds and issued 5,340,088 of our ordinary shares to Yingli
    Power upon conversion of the mandatory convertible bonds.    
    On October 10, 2006, we amended the joint venture contract
    with Tianwei Baobian to make an equity contribution of
    US$17 million to Tianwei Yingli. The equity contribution
    was consummated on November 20, 2006, which increased our
    equity interest in Tianwei Yingli to 53.98% from 51%. This
    equity contribution was funded with advance payments in an
    aggregate amount of US$17 million from three of our
    Series B preferred shareholders described below.
    On November 13, 2006, we further amended the joint venture
    contract with Tianwei Baobian to make an additional equity
    contribution of US$62 million to Tianwei Yingli. The equity
    contribution was consummated on December 18, 2006 and was
    funded with proceeds from the issuance of the mandatory
    convertible bonds and the mandatory redeemable bonds. This
    equity contribution increased our equity interest in Tianwei
    Yingli to 62.13% from 53.98%.
    During the period from December 20, 2006 through
    January 13, 2007, we issued to Baytree Investments
    (Mauritius) Pte Ltd, or Baytree Investments, an affiliate of
    Temasek Holdings (Private) Limited, and 13 other 32




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investors, including J.P. Morgan Securities Ltd., a total
    of 24,405,377 Series B preferred shares for an aggregate
    purchase price of US$118 million, or at US$4.835 per share.
    Upon our initial public offering, all of our Series B
    preferred shares were converted into our ordinary shares on a
    one-for-one basis.  
    On December 18, 2006, we further amended the joint venture
    contract with Tianwei Baobian for us to make an additional
    equity contribution of US$118 million to Tianwei Yingli.
    The equity contribution was consummated on June 20, 2007
    and was funded with proceeds from the Series B and the
    other financings. This equity contribution increased our equity
    interest in Tianwei Yingli to 70.11% from 62.13%.
    On September 28, 2007, we further amended the joint venture
    contract with Tianwei Baobian to make an additional equity
    contribution of the U.S. dollar equivalent of RMB
    1,750.84 million to Tianwei Yingli, increasing Tianwei
    Yinglis registered capital from RMB 1,624.38 million
    to RMB 3,375.22 million. The equity contribution was
    consummated on March 14, 2008 and was funded with part of
    the proceeds from our initial public offering. This equity
    contribution increased our equity interest in Tianwei Yingli to
    74.01% from 70.11%.
    In connection with a convertible loan to Tianwei Yingli from
    China Foreign Economic and Trade & Investment Co.,
    Ltd., or FOTIC, a trust and investment company established in
    China, FOTIC acted as a nominee for certain third-party
    individuals. This convertible loan was made on May 17,
    2006. Under a repayment and termination agreement dated
    December 29, 2006 among Tianwei Yingli, FOTIC, China
    Sunshine Investment Co., Ltd., or China Sunshine, a British
    Virgin Islands investment holding company, and us, Tianwei
    Yingli repaid the convertible loan in the principal amount of
    RMB 85,635,000 plus accrued interest of RMB 4,281,750 on
    December 29, 2006. As a condition of repayment, under the
    repayment and termination agreement, we issued on
    December 29, 2006 to China Sunshine a warrant to purchase
    2,068,252 of our ordinary shares at an exercise price of
    US$4.835 per share. On February 2, 2007, China Sunshine
    fully exercised this warrant at an exercise price per share of
    US$4.835 and purchased 2,068,252 of our ordinary shares.  Our
    Initial Public Offering
    Our
    Convertible Note Offering and Secondary Offering
    Joint
    Venture Contract
     33




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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.        Supervisors
   34




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##### Table of Contents




    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;
    ADSs representing 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 obtains all necessary approvals from relevant
    PRC government authorities for acquiring our ordinary shares as
    a result of exercising the subscription right.     35




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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.  300-day
  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
   36




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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
   37




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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
   38




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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
   39




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Governing
    Law
    B.
    Business
    Overview  Overview
        Our
    Competitive Strengths
    Vertically
    Integrated Business Model
   40




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High-Quality
    Products and Growing Brand Recognition
        Established
    Customer and Supplier Relationships
       41




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Cost-Effective
    and Efficient Manufacturing Process
      Steadily
    Improving Research and Development Capability
  on-site
 42




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Experienced
    Management Team
  Photon
    International
  Our
    Strategies
    Expand
    Global Reach for Our Products
    Expand
    PV Systems Sales to Overseas Markets
   43




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
    fostering and improving our existing relationships with
    established PV system integrators and installers in Europe by
    continuing to participate in their large system integration and
    installation projects and supplying PV modules to these
    customers at competitive prices in exchange for the right to
    participate in their system integration projects; and
    building up our capabilities to undertake PV system projects in
    collaboration with PV system integrators and installers in
    Europe and the United States.    Increase
    Production Capacity
    Secure
    and Strengthen Stable and Long-Term Relationships with
    Polysilicon Suppliers
    Achieve
    Technological Advances through Dedicated and Continuous Research
    and Development Efforts
    
    Adopt Acid Texturation Technology for Multicrystalline PV
    Cells.  We have adopted new equipment for our
    multicrystalline silicon PV cell production lines. These new
    equipment are able to isotropically create a textural effect on
    multicrystalline silicon PV cells to trap more light coming into
    multicrystalline PV cells and to reduce the reflection loss of
    this type of PV cells, hence substantially improving their
    short-circuit current.
    Optimize Phosphorous Doping Profile and Front-Sided
    Contact Designs of Multicrystalline Silicon PV
    Cells.  We intend to optimize emitter doping
    profiles and emitter uniformity of our multicrystalline silicon
    PV cells, which we believe will significantly improve the
    spectral response to short wave length lights and efficiency
    consistency of our PV cells. In addition, we are seeking to
    improve the front contact designs of our multicrystalline
    silicon PV cells, which allow a reduction of the shading and
    resistance losses of the cells. 44




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##### Table of Contents




    Produce Larger Ingots and Thinner Wafers at Lower
    Cost.  We intend to continue to explore ways
    to cast larger ingots and slice thinner wafers through
    cooperation with the furnace supplier to produce larger ingots.
    Improve PV System Technology.  In line
    with our strategy to expand our downstream PV system sales and
    installation, we seek to continuously improve our PV system
    technology. We plan to accumulate experience in implementing
    large on-grid PV system projects through cooperation with
    overseas PV system integrators and installers. We also plan to
    improve the technology for home-use PV systems to facilitate the
    use of our PV modules as replacement for tiles or other
    roof-covering materials.
    Optimize Polysilicon Feedstock Mix.  We
    plan to continue to optimize the silicon feedstock mixture used
    in the polysilicon ingot casting process and the methods by
    which they are prepared and mixed in order to reduce the use of
    expensive high-purity polysilicon with minimal effect on the
    quality of our polysilicon wafers or the conversion efficiency
    of our PV cells.
    Establish Dedicated Research
    Institutions.  We plan to establish a PV
    research and development center to support our expansion into
    the downstream PV system integration market. In addition, we
    plan to establish a training facility to further enhance the
    knowledge base of our research and development staff and
    strengthen our research and development and engineering
    resources.  Expand
    Market Share in China
      
    strengthen our existing relationship with the PRC government and
    major Chinese telecommunications companies and equipment
    vendors, see  Markets and Customers;
    pursue new business opportunities in China, such as selling more
    independent PV systems to local residential users (as currently
    being pursued by Tibetan Yingli) and installing services for
    fire-prevention, telecommunication and weather forecasting
    stations (as currently being pursued by our subsidiary in
    Chengdu);
    promote the awareness of PV products in general and our brand
    name in particular by installing demonstration PV systems in
    public areas and through donation of PV systems; and
    leverage the experience and expertise obtained in overseas
    markets to develop a technological edge over our competitors in
    China as well as build up a greater visibility for our brand
    name and products in China.  Our
    Products and Services
    Polysilicon
    Ingots and Blocks
   45




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Polysilicon
    Wafers
    PV
    Cells
      PV
    Modules
    Dimensions

Weight

Maximum Power

Optimum Operating Voltage(mm x mm)

(Kilogram)

(Watts)

(Volts)1335 × 990


6.0



160-180



231650 × 990


19.6



210-220



29  46




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Integrated
    PV Systems
  on-site on-site start-up. start-up
  Manufacturing
    Manufacturing
    Process
  Polysilicon Ingots.
  Blocks and Wafers.
  PV Cells.
 47




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PV Modules.
    
  PV Systems. on-site. on-site
  Manufacturing
    Capacity Expansion
    As of December 31,2003

2004

2005

2006

2007(In Megawatts)Ingot and wafers


6



6



70



95



200PV cells






6



10



60



200PV modules


30



50



100



100



200    48




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Raw
    Materials
          Silicon
    Raw Material
      Quality
    Control
   49




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Certification or Test Dates

Certification or Test Standard

Relevant ProductsFebruary 2004, and renewed in December 2006

ISO 9001: 2000 quality system certification, established by the
    International Organization for Standardization, an organization
    formed by delegates from member countries to establish
    international quality assurance standards for products and
    manufacturing processes.

The design and manufacture of PV application system controller,
    integrated inverter and controller; the manufacture of
    multicrystalline polysilicon wafers, crystalline silicon PV
    cells and modulesApril 2004 and renewed in December 2006

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

Certain models of PV modulesJune 2004, June 2006 and February 2007

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

Certain models of PV modulesAugust 2004, January 2006, February 2007, May 2007 and July
    2007 January 2007

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 modules 50




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##### Table of Contents



Certification or Test Dates

Certification or Test Standard

Relevant ProductsJanuary 2007

ISO 14001 certification for environment management system.

Manufacturing of wafer, cell, module and related services;
    design, manufacturing of PV system, inverter and related
    services and administration.   Markets
    and Customers
        Sales and
    Marketing
       51




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Customer
    Support and Services
    10-year 25-year
  Intellectual
    Property
    Competition
       52




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##### Table of Contents



Environmental
    Matters
    Insurance
    PRC
    Governmental Regulations
    Renewable
    Energy Law and Other Government Directives
   53




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##### Table of Contents



Environmental
    Regulations
    Equity
    Joint Ventures
    
    The Company Law (1993), as amended; 54




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##### Table of Contents




    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;
    termination or dissolution of the equity joint venture; and
    increase, reduction or transfer of the registered capital of the
    equity joint venture.  Tax
  Enterprise
    Income Tax
       55




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Value
    Added Tax
    Foreign
    Currency Exchange
    
    Foreign Currency Administration Rules (1996), as
    amended; and
    Administration Rules of the Settlement, Sale and Payment of
    Foreign Exchange (1996).  and/or
 56




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##### Table of Contents



and/or
  Dividend
    Distribution
    
    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.    Regulation
    of Foreign Exchange in Certain Onshore and Offshore
    Transactions
       57




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Regulations
    of Employee Share Options
     58




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C.
    Organizational
    Structure    
      (1)
    
    The family trust of Mr. Liansheng Miao, our chairperson and
    chief executive officer, owns all of the issued and outstanding
    share capital of Yingli Power. Mr. Miao is also vice
    chairperson and chief executive officer of Tianwei Yingli. The
    principal business of Yingli Power is holding of investment
    securities in Yingli Green Energy. Mr. Miao beneficially
    owns 100% equity interest in Yingli Group, which transferred its
    controlling equity interest in Tianwei Yingli to us as part of
    the restructuring. See Item 4.A. History and
    Development of the Company  Restructuring.(2)
    
    Indicates jurisdiction of incorporation.(3)
    
    Includes Inspiration Partners Limited, Baytree Investments
    (Mauritius) Pte Ltd, an affiliate of Temasek Holdings (Private)
    Limited, and a number of other investors who were holders of our
    Series A and Series B preferred shares or holders of
    the mandatory exchangeable notes issued by Yingli Power prior to
    our initial public offering. See Item 4.A. History
    and Development of the Company  Private Equity
    Investments and Other Financings Following the
    Restructuring and Item 6.E. Share
    Ownership.(4)
    
    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 the State-owned Assets Supervision and
    Administration Commission of the Baoding Municipal Government in
    Hebei Province of the PRC, or Baoding SASAC. In September 2007,
    Baoding SASAC entered into an agreement to transfer its equity
    interest in Tianwei Group to China South, subject to government
    approvals.(5)
    
    Indicates the percentage as of the date of this annual report. 59




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(6)
    
    The principal business of Yingli International is the sale and
    marketing of PV products and relevant accessories and
    investments in renewable energy projects.(7)
    
    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.(8)
    
    The principal business of Yingli China is the research,
    manufacture, sale and installation of renewable energy products.(9)
    
    The principal business of Chengdu Yingli is the sale of PV
    modules and PV systems.(10)
    
    The principal business of Tibetan Yingli is assembly of PV
    modules and sale and installation of PV systems. The remaining
    50% equity interest of Tibetan Yingli is owned, as to 30%, by
    Weiping Yu, vice chairperson of Tibetan Yingli and, as to the
    other 20%, by Tibetan Energy Demonstration Center, an entity
    wholly owned by the Tibetan Bureau of Technology, a Tibetan
    government agency. Tibetan Yingli was initially established as a
    joint venture enterprise with the Tibetan Bureau of Technology,
    through the Tibetan Energy Demonstration Center, in order to
    comply with a mandate of the Tibetan government to foster
    regulated competition in its solar energy industry. Neither
    Mr. Yu nor Tibetan Energy Demonstration Center is otherwise
    affiliated with us.(11)
    
    The principal business of Dongfa Tianying is the manufacture and
    sale of tempered glass and related accessories.(12)
    
    The principal business of Tibet Keguang is the assembly of PV
    modules.(13)
    
    The principal business of Yingli Europe is the sale and
    marketing of PV products and relevant accessories in Europe.(14)
    
    The principal business of Yingli Beijing is the sale and
    manufacture of PV modules and PV system.(15)
    
    The principal business of Yingli Greece is the production, sale
    and marketing of PV products and relevant products in Greece,
    Cyprus, the Balkans and the Middle East.(16)
    
    The principal business of Yingli Shuntong is freight logistics
    services.  D.
    Property,
    Plant and Equipment        Item 4A.
    Unresolved
    Staff Comments   60




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##### Table of Contents



Item 5.
    Operating
    and Financial Review and Prospects  You should read the following discussion and analysis of our
    financial condition and results of operations in conjunction
    with our consolidated financial statements and the related notes
    included elsewhere in this annual report. This discussion may
    contain forward-looking statements based upon current
    expectations that involve risks and uncertainties. Our actual
    results may differ materially from those anticipated in these
    forward-looking statements as a result of various factors,
    including those set forth under Item 3.D. Risk
    Factors or in other parts of this annual report.
  The following discussion and analysis of our financial
    condition and results of operations includes a summary of the
    unaudited combined results of operations of us and our
    predecessor, Tianwei Yingli, for the periods indicated. In our
    discussion of the results for the year ended December 31,
    2006, we refer to certain line items in the statement of income
    as combined for comparative purposes. These combined
    amounts represent the addition of the amounts for certain income
    statement line items of Tianwei Yingli, our predecessor, for the
    period from January 1, 2006 through September 4, 2006,
    and the amounts for the corresponding income statement line
    items of us, for the period from August 7, 2006 (date of
    inception) through December 31, 2006. For the period from
    August 7, 2006 (date of inception) through
    September 4, 2006, during which the financial statements of
    the predecessor and those of Yingli Green Energy overlap, Yingli
    Green Energy did not engage in any business or operations. The
    unaudited combined financial data for the year ended
    December 31, 2006 do not comply with U.S. GAAP or the
    rules relating to pro forma presentation. We are including these
    unaudited combined amounts to supplementally provide information
    which we believe will be helpful to gaining a better
    understanding of our results of operations and improve the
    comparative period-to-period analysis. These unaudited combined
    amounts do not purport to represent what our results of
    operations would have been in such periods if Yingli Group had
    transferred its 51% equity interest in Tianwei Yingli to us on
    January 1, 2006.
  A.
    Operating
    Results  Overview
        
    industry demand;
    government subsidies and economic incentives;
    capacity;
    availability and price of polysilicon;
    vertically integrated manufacturing capabilities;
    competition and product pricing; and
    manufacturing technologies.  Industry
    Demand
   61




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Government
    Subsidies and Economic Incentives
    Capacity
        Availability
    and Price of Polysilicon
   62




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63




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Vertically
    Integrated Manufacturing Capabilities
    Competition
    and Product Pricing
        Manufacturing
    Technologies
     64




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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 production capacity;
    Sales of PV systems, which consist of sales of PV systems and
    related installation services;
    Other revenues, which consist primarily of occasional sales of
    substandard PV cells, wafers and raw materials and to a lesser
    extent, sales from processing PV cells into PV modules for
    third-party vendors.    For the Year Ended December 31,2005

2006(1)

2007% of Total



% of Total





% of TotalRMB

Net Revenues

RMB

Net Revenues

RMB

US$

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


334,013



92.3
%


1,530,585



93.4
%


4,015,788



550,515



98.9
%Sales of PV systems


8,092



2.2



15,227



0.9



1,952



268



0.1Other revenues


19,689



5.5



92,969



5.7



41,583



5,700



1.0Total net revenues


361,794



100.0
%


1,638,781



100.0
%


4,059,323



556,483



100.0
%       (1)
    
    Represents the addition of the amounts for the specified line
    items of Tianwei Yingli, our predecessor, for the period from
    January 1, 2006 through September 4, 2006 and the
    amounts for the corresponding line items of Yingli Green Energy,
    for the period from August 7, 2006 (date of inception)
    through December 31, 2006. The presentation of such
    combined financial data is not in accordance with U.S. GAAP. For
    the period from August 7, 2006 (date of inception) through
    September 4, 2006, during which the financial statements of
    the predecessor and those of Yingli Green Energy overlap, Yingli
    Green Energy did not engage in any business or operations.     65




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Year Ended December 31,2005

2006(1)

2007% of Total



% of Total



% of TotalCountry

Revenues

Revenues

Revenues

Revenues

Revenues

RevenuesRMB



RMB



RMB

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


238,984



65.5
%


1,009,675



61.2
%


889,037



121,876



21.9
%Spain


28,501



7.8



236,069



14.3



2,606,124



357,268



64.2Italy


1,154



0.3



1,610



0.1



292,836



40,144



7.2Others


27,403



7.6



86,843



5.3



6,917



948



0.2Subtotal  Europe


296,042



81.2



1,334,197



80.9



3,794,914



520,236



93.5China


57,292



15.7



80,968



4.9



61,098



8,376



1.5Hong Kong










154,585



9.4



103,794



14,229



2.6United States


6,462



1.8



40,577



2.4



36,182



4,960



0.9Other regions


4,985



1.3



39,816



2.4



63,341



8,683



1.5Total revenues


364,781



100.0
%


1,650,143



100.0
%


4,059,329



556,484



100.0
%Sales tax and surcharge


(2,987
)






(11,362
)






(6
)


(1
)Total net revenues


361,794







1,638,781







4,059,323



556,483       (1)
    
    Represents the addition of the amounts for the specified line
    items of Tianwei Yingli, our predecessor, for the period from
    January 1, 2006 through September 4, 2006, and the
    amounts of the corresponding line items of Yingli Green Energy,
    for the period from August 7, 2006 (date of inception)
    through December 31, 2006. The presentation of such
    combined financial data is not in accordance with U.S. GAAP. For
    the period from August 7, 2006 (date of inception) through
    September 4, 2006, during which the financial statements of
    the predecessor and those of Yingli Green Energy overlap, Yingli
    Green Energy did not engage in any business or operations.   66




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Cost of
    Revenues and Operating Expenses
    2005

2006(1)

2007RMB



RMB



RMB

US$(In thousands, except percentages)Total net revenues


361,794



100.0
%


1,638,781



100.0
%


4,059,323



556,483



100.0
%Cost of revenues:Cost of PV module sales


233,194



64.5



1,100,372



67.1



3,055,474



418,868



75.3Cost of PV system sales


6,292



1.7



10,939



0.7



1,493



204



Cost of other revenues


14,118



3.9



75,172



4.6



45,516



6,240



1.1Total cost of revenues


253,604



70.1



1,186,483



72.4



3,102,483



425,312



76.4Gross Profit


108,190



29.9



452,298



27.6



956,840



131,171



23.6Operating expenses:Selling expenses:


3,546



1.0



15,459



0.9



109,939



15,071



2.7General and administrative expenses


19,178



5.3



46,784



2.9



149,813



20,538



3.7Research and development expenses


1,791



0.5



23,136



1.4



17,545



2,405



0.4Total operating expenses


24,515



6.8



85,379



5.2



277,297



38,014



6.8Income from operations


83,675



23.1
%


366,919



22.4
%


679,543



93,157



16.7
%       (1)
    
    Represents the addition of the amounts for the specified line
    items of Tianwei Yingli, our predecessor, for the period from
    January 1, 2006 through September 4, 2006, and the
    amounts for the corresponding line items of Yingli Green Energy,
    for the period from August 7, 2006 (date of inception)
    through December 31, 2006. The presentation of such
    combined financial data is not in accordance with U.S. GAAP. For
    the period from August 7, 2006 (date of inception) through
    September 4, 2006, during which the financial statements of
    the predecessor and those of Yingli Green Energy overlap, Yingli
    Green Energy did not engage in any business or operations.  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 production 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. As our PV cell production has reached
    the same level as our wafer and PV module production through the
    ramp-up of
    our production capacity, we have terminated these toll
    manufacturing arrangements. The cost of producing PV cells
    through a toll manufacturing arrangement is typically higher
    than the cost of producing them in-house. 67




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
    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 30 years for buildings,
    eight to ten years for machinery and motor vehicles and four to
    five years for electronic equipment and furniture and fixtures,
    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 annual manufacturing capacity for each of polysilicon
    ingots and wafers, PV cells and PV modules of 400 megawatts by
    the end of 2008 and 600 megawatts by the end of 2009.
    Warranty Cost.  Our PV modules are
    typically sold with a two-year limited warranty for defects in
    materials and workmanship, and a ten-year and
    25-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. Such warranties require us to fix or
    replace the defected products. We currently accrue the
    equivalent of 1% of gross revenues for potential warranty
    obligations. We have not experienced any warranty claims since
    we started selling PV modules in January 2003. In 2005, 2006 and
    2007, we recorded warranty expense of RMB 3.5 million,
    RMB 15.7 million and RMB 40.1 million
    (US$5.5 million), respectively.      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,
    amortization of intangible assets (including 68




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backlog and customer relationships) and other selling expenses
    including sales commissions paid to our sales agents. We expect
    that our selling expenses will increase in the near term as we
    increase sales efforts, hire additional sales personnel, target
    new markets and initiate additional marketing programs to build
    up our brand. However, we expect that the growth in net revenues
    will outpace the growth in selling expenses and increase the
    gross margin over time.  
    General and Administrative Expenses, which consist
    primarily of salaries and benefits for our administrative and
    finance personnel, bad debt expense, other travel and
    entertainment expenses, bank charges, amortization of technical
    know-how, depreciation of equipment used for administrative
    purposes and share-based compensation expense. We expect the
    general and administrative expenses will increase in the near
    term as a percentage of net revenue as we hire additional
    personnel and incur professional expenses to support our
    operations as a listed company in the United States. However, we
    expect that general and administrative expenses will decrease as
    a percentage of net revenues over time as we achieve greater
    economies of scale.
    Research and Development Expenses, which consist
    primarily of costs of raw materials used in research and
    development activities, salaries and employee benefits for
    research and development personnel, and prototype and equipment
    costs relating to the design, development, testing and
    enhancement of our products and manufacturing process. We are a
    party to several research grant contracts with the PRC
    government under which we receive funds for specified costs
    incurred in certain research projects. We record such amounts as
    a reduction to research and development expenses when the
    related research and development costs are incurred. We expect
    our research and development expenses (not adjusted for offsets
    by government grants) to increase as we place a greater
    strategic focus on PV system sales in overseas markets and as we
    continue to hire additional research and development personnel
    and focus on continuous innovation of process technologies for
    our PV products, including improving the technical know-how to
    produce ingots and wafers with a higher proportion of
    polysilicon scraps without compromising the conversion
    efficiency of our PV cells and modules. We conduct our research
    and development, design and manufacturing operations in China,
    where the costs of skilled labor, engineering and technical
    resources, as well as land, facilities and utilities, tend to be
    lower than those in more developed countries.  Taxation
       69




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Critical
    Accounting Policies
    Significant
    Factors, Assumptions and Methodologies Used in Determining the
    Fair Value of Series A and B Preferred Shares and
    Warrants
         70




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E-Ton
       71




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##### Table of Contents



AdditionalSeries A Warrant

Series B Warrants

Sunshine Warrant

Series B WarrantsFair value of ordinary shares at issuance date


US$2.04



US$4.74



US$4.74



US$11.00Expected warrant term


0.59 year



0.28 year



0.12 year



0.17 yearExpected volatility


58
%


47
%


42
%


56
%Risk-free interest rate


5.04
%


5.05
%


5.20
%


5.06
%Expected dividend rate


0
%


0
%


0
%


0
%      72




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##### Table of Contents




    in November 2006, we successfully completed the issuance of
    mandatory redeemable bonds and mandatory convertible bonds for
    an aggregate principal amount of US$85 million, which were
    used primarily to purchase 150 tons of polysilicon in
    November and December 2006 and satisfy US$32.6 million of
    prepayment obligations payable in December 2006 under two
    long-term polysilicon supply contracts with Wacker Chemie AG.
    The execution of these contracts and other bulk purchases
    improved our ability to secure the requisite amount of
    polysilicon and supported the credibility of our output
    projections and our confidence to obtain necessary polysilicon
    supply for 2007 and onwards, which in turn helped to improve our
    valuation from the time of the issuance of the Series A
    preferred shares in September 2007 to the time of the issuance
    of the Series B preferred shares in December 2006;
    in November 2006, we entered into a large sales contract with
    Acciona Energía, S.A., one of our key customers in Spain,
    for the delivery of an aggregate of 42 megawatts of PV modules
    until 2008, which helped to further strengthen our competitive
    position, improve the accuracy of our average selling price
    projections, further justify our capacity expansion plan and
    support our revenue projections. Such contract may not be
    unilaterally terminated by Acciona Energía, except in
    limited circumstances, such as bankruptcy of us or a breach of
    the contract which remains uncured for 60 days after notice
    thereof;
    the prices of polysilicon we were able to obtain under these
    long-term polysilicon supply contracts also supported our belief
    that the polysilicon price over the long term would fall
    significantly and, as a result, our gross profit margin would
    improve over the long term;
    we were able to hire the chief financial officer, chief
    operating officer, chief technology officer and financial
    controller, who helped us to enhance our management capabilities
    and to execute our business plan; and
    in light of the greater immediacy of our public offering and the
    paucity of successful initial public offerings by issuers with
    principal operating subsidiaries in China from September 2006
    through December 2006, we adjusted down the weighted average
    cost of capital by 2% from September 2006 through December 2006
    as the cost of equity had been reduced.    Warranty
    Costs
  10-year 25-year
 73




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Long-Lived
    Assets
         74




---



##### Table of Contents



Share-Based
    Compensation
  Share-Based Payment
    
    the estimated fair value of our ordinary shares on the grant
    date for options granted prior to our initial public offering;
    the maturity of the options;
    the expected volatility of our future ordinary share price;
    the risk-free interest rate, and;
    the expected dividend rate.     75




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##### Table of Contents



WeightedWeighted


AverageAverage


Remaining


AggregateNumber of


Exercise


Contractual


IntrinsicShares


Price


Term


ValueOutstanding as of August 7, 2006 (date of inception)






Granted


610,929


US$
2.10Exercised






Forfeited or expired






Outstanding as of December 31, 2006


610,929


US$
2.10Granted


815,700


US$
23.65Exercised






Forfeited or expired






Outstanding as of December 31, 2007


1,426,629


US$
14.42



9.44 years


US$
34,634,855Exercisable as of December 31, 2007


152,732


US$
2.10



9 years


US$
5,590,000   No. 96-18, Accounting for Equity Instruments that are Issued to Other
    Than Employees for Acquiring, or in Conjunction with Selling,
    Goods or Services
       76




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E-Ton
          
    from December 26, 2006 to June 7, 2007, we had entered
    into three sales contracts with Unitec Europa, S.A., Sinolink
    Development Limited and Laxtron Energías Renovables to
    deliver an aggregate of over 40 megawatts of PV modules in 2007,
    which increased our estimated sales in 2007 to be secured
    contractually from approximately 70 megawatts of PV modules as
    of December 28, 2006 to approximately 110 megawatts as of
    May 18, 2007.
    from December 28, 2006 to June 7, 2007, we had secured
    additional supply of polysilicon. In April 2007, we entered into
    a new supply agreement with Sichuan Xinguang Silicon Science and
    Technology Co., Ltd., a 77




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##### Table of Contents



PRC silicon manufacturer, to satisfy a significant portion of
    our estimated polysilicon needs for 2007 and 2008 and further
    enhanced the credibility of our output projections for 2007 and
    2008, as well as several other supplier contracts in 2007. As a
    result, we secured as of April 30, 2007 approximately 930
    tons of our estimated polysilicon needs for 2007 and
    approximately 1,000 tons of our estimated polysilicon needs for
    2008. In contrast, as of December 28, 2006, we secured
    approximately 380 tons of our estimated polysilicon needs for
    2007 and nil tons for our estimated polysilicon needs for 2008.  
    in March 2007, we successfully added another 30 megawatts cell
    production capacity which enabled us to reach the current PV
    cell production capacity of 90 megawatts. This addition in PV
    cell production capacity enhanced the parity of production
    capacity at each of our entire supply chain and reduced the need
    to enter into toll manufacturing arrangements with third-party
    toll manufacturers, which are more expensive than in-house
    production;
    from January 2007 through March 2007, we obtained additional
    banking facilities in the amount of RMB 441.7 million
    (US$60.5 million), sufficient for us to fund the
    construction for new production facilities for the silicon
    ingots and wafers, PV cells and PV modules for up to 100
    megawatts each as well as the related power generation system
    until the end of June 2007. The availability of additional
    funding for capacity expansion increased the likelihood of
    achieving our output target for 2007 and 2008, as well as sales
    targets for 2007 and 2008, which in turn helped to improve our
    valuation. In addition, the production equipment had been
    delivered on schedule;
    in April 2007, we arranged for three individuals to become our
    independent directors upon completion of our initial public
    offering to help us improve our corporate governance and
    internal controls. In April 2007, we also hired a vice president
    with extensive experience in the silicon ingots and wafers
    production process and an assistant financial controller with
    knowledge of and experience in the areas of U.S. GAAP and
    internal control over financial reporting;
    from December 28, 2006 to June 7, 2007, governments in
    certain of our key overseas markets announced plans to promote
    the use of alternative and renewable energy sources, which is
    likely to improve the demand prospects for PV products
    significantly over the long term. These plans include the Energy
    Action Plan adopted by the European Council in March 2007,
    which, among others, set a binding target for the European Union
    to increase the percentage of energy consumption based on
    renewable energy sources to 20% of overall energy consumption in
    the European Union and to increase the percentage of biofuels
    used in the transport fuel consumed in the European Union to 10%
    of such transport fuel, in each case by 2020. In addition, the
    United States also announced a plan in January 2007 to seek a
    20% reduction in gasoline consumption in the United States by
    2017, which would likely require, among others, the use of
    approximately 35 billion gallons of renewable and
    alternative fuels. We believe the positive growth outlook for
    our products as a result of such government plans in turn
    improved our valuation;
    from December 28, 2006 to June 7, 2007, the stock
    prices of listed PV companies in general, including the
    11 companies comparable to us that we examined in
    connection with the valuation performed by us with the
    assistance of American Appraisal, improved significantly. For
    example, the aggregate market capitalization of the
    11 companies increased by approximately 30% from
    January 1, 2007 through May 8, 2007, based on an
    average increase of average closing stock prices during the same
    period. We believe that the favorable movements of the stock
    prices of the PV companies since the beginning of 2007 are due
    to, among others, the government plans to expand the use of
    renewable energy sources as described above, news reports in
    April 2007 that the global solar grade silicon supply is
    expected to increase significantly starting in 2008 (which
    exceeded the typical industry estimates made in 2006), and
    continued technological advancements for producing cheaper PV
    modules on a per-watt basis, which in the aggregate would
    contribute to the growth in revenue and profits for PV product
    manufacturers. We also believe that the investor sentiment with
    respect to the PV company stocks were positively affected by the
    improvements in revenues and profits for several listed PV
    companies, such as Suntech Power Holdings and Solarworld AG. We
    believe that the strong stock price performance of the PV
    product manufacturers in general, including the 11 comparable
    companies we examined for purposes of valuation and several
    newly listed PV product manufacturers with operations primarily
    in China, further justify adjusting upwards the fair value of
    our ordinary shares; 78




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##### Table of Contents




    in determining the initial public offering price of US$11.00 per
    share, we utilized the market approach, as compared to a
    weighted average of the income approach and market approach,
    which we used in determining the fair value of US$4.74 per
    share on December 28, 2006. We believed that applying the
    market approach best reflected our anticipated pricing for our
    initial offering. The most significant factors that led to an
    increase in the fair value of our ordinary shares from
    US$4.74 per share as of December 28, 2006 to
    US$11.00 per share, the initial public offering price of
    our ordinary shares, were: (i) the utilization of our
    estimated 2008 EBIT for purposes of calculating the initial
    public offering price for our initial public offering versus the
    utilization of 2007 EBIT for purposes of determining the fair
    value of US$4.74 per ordinary share as of December 28,
    2006 and (ii) in light of the market factors described
    above, an increase by 75% in the multiple applied to such EBIT
    from December 28, 2006 for purposes of calculating the fair
    value of our ordinary shares as of June 7, 2007 for
    purposes of calculating the initial public offering price for
    our initial public offering; and
    based on the closing price of our ordinary shares of US$38.07
    per share as of December 31, 2007, the aggregate intrinsic
    value of the options outstanding as of December 31, 2007
    was approximately US$34.6 million.  Valuation
    of Inventories
    Allowance
    for Doubtful Accounts
   79




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##### Table of Contents



Predecessor


Yingli Green EnergyFor the Period


For the PeriodFor the Year

from January 1,


from August 7,Ended

2006 through


2006 through

For theDecember 31,

September 4,


December 31,

Year Ended December 31,2005

2006


2006

2007(In thousands of RMB)


(In thousands

(In thousands

(In thousandsof RMB)

of RMB)

of US$)Balance at the beginning of the period


(293
)


(1,776
)







(2,309
)


(317
)Transfer of Tianwei Yingli to Yingli Green Energy











(2,309
)






Additions charged to bad debt expense


(1,483
)


(533
)







(647
)


(89
)Write-off of accounts receivable charged against the allowance















338



47Balance at the end of the period


(1,776
)


(2,309
)



(2,309
)


(2,618
)


(359
)   Results
    of Operations
  period-to-period
 80




---



##### Table of Contents



Yingli Green



Yingli GreenPredecessor


Energy

Combined

EnergyFor the


For thePeriod from


Period fromJanuary 1,


August 7,

For the

For theFor the Year

2006 through


2006 through

Year Ended

Year EndedEnded December 31,

September 4,


December 31,

December 31,

December 31,2005

2006


2006

2006

2007RMB



RMB




RMB



RMB



RMB

US$(In thousands except percentages)Net revenues:Sales of PV modules


334,013



92.3
%


856,499



96.9
%



674,086



89.3
%


1,530,585



93.4
%


4,015,788



550,515



98.9
%Sales of PV systems


8,092



2.2



905



0.1




14,322



1.9



15,227



0.9



1,952



268



0.1Other revenues


19,689



5.5



26,584



3.0




66,385



8.8



92,969



5.7



41,583



5,700



1.0Total net revenues


361,794



100.0
%


883,988



100.0
%



754,793



100.0
%


1,638,781



100.0
%


4,059,323



556,483



100.0
%Cost of revenues:Cost of PV modules sales


233,194



64.5
%


586,196



66.3
%



514,176



68.1
%


1,100,372



67.1
%


3,055,474



418,868



75.3
%Cost of PV systems sales


6,292



1.7



1,012



0.1




9,927



1.3



10,939



0.7



1,493



204



Cost of other revenues


14,118



3.9



24,428



2.8




50,744



6.8



75,172



4.6



45,516



6,240



1.1Total cost of revenues


253,604



70.1
%


611,636



69.2
%



574,847



76.2
%


1,186,483



72.4
%


3,102,483



425,312



76.4
%Gross profit


108,190



29.9
%


272,352



30.8
%



179,946



23.8
%


452,298



27.6
%


956,840



131,171



23.6
%Operating expenses:Selling


3,546



1.0
%


9,590



1.1
%



5,869



0.8
%


15,459



0.9
%


109,939



15,071



2.7
%General and administrative


19,178



5.3



24,466



2.8




22,318



2.9



46,784



2.9



149,813



20,538



3.7Research and development


1,791



0.5



3,665



0.4




19,471



2.6



23,136



1.4



17,545



2,405



0.4Total operating expenses


24,515



6.8
%


37,721



4.3
%



47,658



6.3
%


85,379



5.2
%


277,297



38,014



6.8
%Income from operations


83,675



23.1
%


234,631



26.5
%



132,288



17.5
%


366,919



22.4
%


679,543



93,157



16.7
%Equity in loss of an affiliate


(371
)


(0.1
)


(609
)


(0.1
)



(216
)






(825
)


(0.1
)


(1,109
)


(152
)


0.0Interest expense, net


(5,003
)


(1.4
)


(21,923
)


(2.4
)



(25,201
)


(3.3
)


(47,124
)


(2.8
)


(51,212
)


(7,020
)


(1.3
)Foreign currency exchange losses, net


(1,812
)


(0.5
)


(3,406
)


(0.3
)



(4,693
)


(0.6
)


(8,099
)


(0.5
)


(32,662
)


(4,478
)


(0.8
)Gain (loss) on debt extinguishment


2,165



0.6












(3,908
)


(0.6
)


(3,908
)


(0.2
)










Income tax expense


(12,736
)


(3.5
)


(22,546
)


(2.6
)



(22,968
)


(3.0
)


(45,514
)


(2.8
)


(12,928
)


(1,772
)


(0.3
)Income before minority interest


65,918



18.2



186,147



21.1




75,302



10.0



261,449



16.0
%


581,632



79,735



14.3Minority interest


36







76








(45,285
)


(6.0
)



(1)



(1)


(192,612
)


(26,405
)


(4.7
)Net income


65,954



18.2
%


186,223



21.1
%



30,017



4.0
%



(1)



(1)


389,020



53,330



9.6
%       (1)
    
    This line item for the combined period is not presented because
    it is not comparable to the line item that would have been for
    such period if Yingli Group had transferred its 51% equity
    interest in Tianwei Yingli to us on January 1, 2006 because
    the minority interest for the period from August 7, 2006
    through December 31, 2006, which reflects the ownership of
    Tianwei Yingli not held by us, is not comparable or relevant to
    the results of operations of our predecessor.  Year
    Ended December 31, 2007 Compared to the Period from
    January 1, 2006 through September 4, 2006 (the
    Predecessor Period in 2006) and the Period from
    August 7, 2006 (Date of Inception) through
    December 31, 2006
  Net Revenues.
 81




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##### Table of Contents



Cost of Revenues.
   82




---



##### Table of Contents



Gross Profit.
  Operating Expenses.
  
    Selling expenses.  Our selling expenses
    were RMB 109.9 million (US$15.1 million) in 2007,
    which significantly increased from RMB 9.6 million for
    the predecessor period in 2006 and RMB 5.9 million in
    the period from August 7, 2006 through December 31,
    2006. This increase was primarily due to a significant increase
    in marketing activities for our PV modules, sales commissions of
    RMB 32.0 million (US$4.4 million) paid to two
    sales agents in Spain, an increase in advertising expenses in an
    amount of RMB 24.5 million (US$3.4 million) and
    an increase in amortization expenses in an amount of
    RMB 17.2 million (US$2.4 million) for intangible
    assets consisting of customer relationship and backlog. To a
    lesser extent, the increase in selling expenses was also due to
    an RMB 11.1 million (US$1.5 million) increase in
    expenses relating to exhibitions we participated in 2007, an
    RMB 5.1 million (US$0.7 million) increase in
    promotional expenses and an RMB 1.7 million
    (US$0.2 million) increase in share-based compensation
    expense. As a result, selling expenses as a percentage of net
    revenues increased to 2.7% for 2007 from 1.1% for the
    predecessor period in 2006 and 0.8% for the period from
    August 7, 2006 through December 31, 2006.
    General and Administrative
    Expenses.  Our general and administrative
    expenses were RMB 149.8 million (US$20.5 million)
    in 2007, which significantly increased from
    RMB 24.5 million in the predecessor period in 2006 and
    RMB 22.3 million in the period from August 7,
    2006 through December 31, 2006. The increase in general and
    administrative expenses in 2007 was primarily due to a
    significant increase in the number of administrative staff and
    the hiring of senior executive officers related to the expansion
    of our operations, an RMB 24.8 million
    (US$3.4 million) increase in our share-based compensation
    expense, and an increase in amortization expenses in an amount
    of RMB 22.6 million (US$3.1 million) for
    intangible assets relating to technology know-how which were
    allocated to general and administrative expenses. As a result,
    general and administrative expenses as a percentage of net
    revenues increased to 3.7% in 2007 from 2.8% for the predecessor
    period in 2006 and 2.9% for the period from August 7, 2006
    through December 31, 2006.
    Research and Development Expenses.  Our
    research and development expenses were
    RMB 17.5 million (US$2.4 million) in 2007,
    compared to RMB 3.7 million in the predecessor period
    in 2006 and RMB 19.5 million in the period from
    August 7, 2006 through December 31, 2006. The decrease
    in research and development expenses in 2007 was primarily a
    result of the significant research and development expenses
    incurred in 2006 relating to improving ingot and wafer
    production process and PV cell conversion efficiency. As a
    result, research and development expenses as a percentage of net
    revenues were 0.4% for 2007, 0.4% for the predecessor period in
    2006, and 2.6% for the period from August 7, 2006 through
    December 31, 2006.  Income from Operations.
 83




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##### Table of Contents



Interest Expense, Net.
  Income Tax Expense.
  Minority Interest.
  Net Income.
  Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006 on a Combined Basis
  Net Revenues.
 84




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##### Table of Contents



Cost of Revenues.
  Gross Profit.
  Operating Expenses.
  
    Selling Expenses.  Selling expenses
    increase significantly to RMB 109.9 million
    (US$15.1 million) in 2007 from RMB 15.5 million
    in 2006 on a combined basis, primarily as a result of a
    significant increase in marketing activities for our PV modules,
    sales commissions of RMB 32.0 million
    (US$4.4 million) paid to two sales agents in Spain, an
    increase in advertising expenses in an amount of
    RMB 24.5 million (US$3.4 million) and an increase
    in amortization expenses in an amount of
    RMB 17.2 million (US$2.4 million) for intangible
    assets consisting of customer relationship and backlog. To a
    lesser extent, the increase in selling expenses was also due to
    an RMB 11.1 million (US$1.5 million) increase in
    expenses relating to exhibitions we participated in 2007, an
    RMB 5.1 million (US$0.7 million) increase in
    promotional expenses and an RMB 1.7 million
    (US$0.2 million) increase in share-based compensation
    expense. Our selling expenses as a percentage of total net
    revenues increased to 2.7% in 2007 from 0.9% in 2006 on a
    combined basis.
    General and Administrative
    Expenses.  General and administrative expenses
    increased significantly to RMB 149.8 million
    (US$20.5 million) in 2007 from RMB 46.8 million
    in 2006 on a combined basis, primarily as a result of a
    significant increase in the number of administrative staff and
    the hiring of senior executive officers related to the expansion
    of our operations, an RMB 24.8 million
    (US$3.4 million) increase in our share-based compensation
    expense, and an increase of amortization expenses in an amount
    of RMB 22.6 million (US$3.1 million) for
    intangible assets relating to technology know-how which were
    allocated to general and administrative expenses. As a result,
    general and administrative expenses as a percentage of total net
    revenues increased to 3.7% in 2007 from 2.9% in 2006 on a
    combined basis. 85




---



##### Table of Contents




    Research and Development
    Expenses.  Research and development expenses
    decreased to RMB 17.5 million (US$2.4 million) in
    2007 from RMB 23.1 million in 2006 on a combined
    basis, primarily due to the significant research and development
    expenses incurred in 2006 relating to improving ingot and wafer
    production process and PV cell conversion efficiency. As a
    result, research and development expenses as a percentage of net
    revenues decreased to 0.4% in 2007 from 1.4% in 2007 on a
    combined basis.  Income from Operations.
  Interest Expense, Net.
  Income Tax Expense.
  Minority Interest.
  The
    Period from January 1, 2006 through September 4, 2006
    (the Predecessor Period in 2006) and the Period from
    August 7, 2006 (Date of Inception) through
    December 31, 2006 Compared to Year Ended December 31,
    2005
  Net Revenues.
   86




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##### Table of Contents



Cost of Revenues.
 87




---



##### Table of Contents



Gross Profit.
  Operating Expenses.
  
    Selling Expenses.  Selling expenses as a
    percentage of net revenues was 1.1% for the predecessor period
    in 2006, consistent compared to 2005, which amounted to 1.0%,
    and was 0.8% for the period from August 7, 2006 through
    December 31, 2006. The decrease in selling expenses as a
    percentage of our net revenues for the period from
    August 7, 2006 through December 31, 2006 compared to
    the predecessor period in 2006 was primarily due to our
    increased economies of scale and our increased annualized
    revenue base which outpaced the growth of selling expenses and
    both of which made it possible for us to reduce our selling
    expenses as a percentage of net revenues, while increasing our
    annualized selling expenses in absolute dollar amount.
    General and Administrative
    Expenses.  General and administrative expenses
    as a percentage of net revenues were 5.3% in 2005, 2.8% for the
    predecessor period in 2006 and 2.9% for the period from
    August 7, 2006 through December 31, 2006. The decrease
    in general and administrative expenses as a percentage of net
    revenues from 2005 to the predecessor period in 2006 was
    primarily due to our increased economies of scale and our
    increased annualized revenue base in the predecessor period in
    2006. The increase in general and administrative expenses as a
    percentage of our net revenues from the predecessor period in
    2006 to the period from August 7, 2006 through
    December 31, 2006 was primarily due to increased general
    and administrative expenses as we hired additional personnel and
    incurred additional professional expenses to support our
    operations in the period from August 7, 2006 through
    December 31, 2006.
    Research and Development
    Expenses.  Research and development expenses
    as a percentage of net revenues for the predecessor period in
    2006, which amounted to 0.4%, was consistent compared to 2005,
    which was 0.5%. Research and development expenses as a
    percentage of net revenue increased to 2.6% for the period from
    August 7, 2006 through December 31, 2006, primarily
    due to the increase in research and development activities in
    such period related to improving ingots and wafers production
    process and output efficiency.  Income from Operations.
  Interest Expense, Net.
  Income Tax Expense.
 88




---



##### Table of Contents



Minority Interest.
  Net Income.
  Year
    Ended December 31, 2006 on a Combined Basis Compared to
    Year Ended December 31, 2005
  Net Revenues.
       89




---



##### Table of Contents



Cost of Revenues. build-up
        Gross Profit.
  Operating Expenses.
  
    Selling Expenses.  Selling expenses
    increased significantly from RMB 3.5 million in 2005
    to RMB 15.5 million in 2006, due primarily to
    increased revenues over the same period. Selling expenses as a
    percentage of net revenues remained largely stable from 1.0% in
    2005 to 0.9% in 2006.
    General and Administrative
    Expenses.  General and administrative expenses
    increased by 143.9% from RMB 19.2 million in 2005 to RMB
    46.8 million in 2006, due primarily to an increase in the
    number of administrative staff and the hiring of senior
    executive officers from 2005 to 2006 related to the expansion of
    our operations and their travel and other expenses, advisory
    fees related to financing arrangements and miscellaneous bank
    charges related to increased financing activities. General and
    administrative expenses as a percentage of total net revenues
    decreased from 5.3% in 2005 to 2.9% in 2006, primarily due to
    increased economies of scale in our operations following the
    expansion of our production capacity.
    Research and Development
    Expenses.  Research and development expenses
    significantly increased from RMB 1.8 million in 2005 to RMB
    23.1 million in 2006, primarily due to the increased level
    of research and development activities relating to PV cell
    production and the calibration of the optimal silicon mix. 90




---



##### Table of Contents



Income from Operations.
  Interest Expense, Net.
  Income Tax Expense.
  Minority Interest.
  B.
    Liquidity
    and Capital Resources      Cash
    Flows and Working Capital
   91




---



##### Table of Contents



92




---



##### Table of Contents



93




---



##### Table of Contents



Yingli GreenPredecessor


Energy



Combined

Yingli Green EnergyFor the


For thePeriod from


Period fromFor the

January 1,


August 7,



For the

For theYear Ended

2006 through


2006 through



Year Ended

Year EndedDecember 31,

September 4,


December 31,



December 31,

December 31,2005

2006


2006

Reconciliation

2006(1)

2007RMB

RMB


RMB

RMB

RMB

RMB

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


(126,405
)


(306,668
)



(447,997
)






(754,665
)


(2,426,601
)


(332,657
)Net cash used in investing activities


(227,406
)


(138,498
)



(466,795
)






(605,293
)


(687,439
)


(94,239
)Net cash provided by financing activities


346,937



517,271




990,951



(86,970
)(2)


1,421,252



4,021,836



551,344Effect of foreign currency exchange rate changes on cash











2,296







2,296



(25,174
)


(3,451
)Net increase (decrease) in cash


(6,874
)


72,105




78,455



(86,970
)(2)


63,590



882,622



120,997Cash at the beginning of the period


21,739



14,865












14,865



78,455



10,755Cash at the end of the period


14,865



86,970




78,455



(86,970
)(2)


78,455



961,077



131,752       (1)
    
    Represents the addition of the amounts for the specified line
    items of Tianwei Yingli, our predecessor, for the period from
    January 1, 2006 through September 4, 2006 and the
    amounts for the corresponding line items of us, for the period
    from August 7, 2006 (date of inception) through
    December 31, 2006, after considering the reconciling item.
    The presentation of such combined financial data for the year
    ended December 31, 2006 is not in accordance with
    U.S. GAAP. For the period from August 7, 2006 (date of
    inception) through September 4, 94




---



##### Table of Contents



2006, during which the financial statements of the predecessor
    and those of Yingli Green Energy overlap, Yingli Green Energy
    did not engage in any business or operations.(2)
    
    Represents the cash Yingli Green Energy assumed from Tianwei
    Yingli at the time of the transfer to Yingli Green Energy of the
    51% equity interest in Tianwei Yingli held by Yingli Group.  Operating
    Activities
      Investing
    Activities
      Financing
    Activities
       95




---



##### Table of Contents



and/or
  Capital
    Expenditures
      Inflation
    Recent
    Accounting Pronouncements
  Fair Value Measurement
 96




---



##### Table of Contents



Fair Value Option for Financial Assets and Financial
    Liabilities
  Business
    Combinations
  Non-Controlling Interests in Consolidated Financial
    Statements an amendment of ARB No. 51
  C.
    Research
    and Development     97




---



##### Table of Contents



D.
    Trend
    Information    E.
    Off-Balance
    Sheet Arrangements      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


1,261,275



1,261,275











Convertible senior
    notes(1)


1,470,158







1,470,158







Commitments for capital expenditures


1,985,289



1,985,289











Commitments for inventory purchase


5,283,613



2,241,418



991,572



580,398



1,470,225Total


10,000,335



5,487,982



2,461,730



580,398



1,470,225     (1)
    
    Includes effective interest of RMB 207.4 million due
    to the guaranteed return on the notes.  G.
    Safe
    Harbor   98




---



##### Table of Contents




    our growth strategies;
    our future business development, results of operations and
    financial condition;
    expected changes in our revenues and certain cost or expense
    items;
    our ability to manage the expansion of our operations;
    changes in general economic and business conditions in
    China; and
    trends and competition in the mobile digital television
    advertising industry.    Item 6.
    Directors,
    Senior Management and Employees  A.
    Directors
    and Senior Management    Name

Age

Yingli Green Energy

Tianwei YingliLiansheng Miao

52

Chairperson of board of directors and chief executive officer

Vice chairperson and chief executive officerShujun Li

36

Director

DirectorGeorge Jian Chuang

37

Director

Xiangdong Wang

45

Director and vice president

Director and vice presidentIain Ferguson Bruce

67

Independent director

Jiesi Wu

56

Independent director

Chi Ping Martin Lau

35

Independent director

Zhiheng Zhao

59

Vice president

Vice presidentZongwei Li

35

Chief financial officer

Chief financial officerGuoxiao Yao

45

Chief technology officer

Chief technology officerSeok Jin Lee

53

Chief operating officer

Chief operating officerNabih Cherradi

50

Vice president

Vice presidentStuart Brannigan

46

Managing Director of Europe

Yiyu Wang

33

Chief strategic officer and financial controller

Chief strategic officer and financial controllerQiang Ding

53



ChairpersonHaiqing Bian

40



DirectorMingjin Yang

42



DirectorQing Miao

27



DirectorConghui Liu

32



Director  99




---



##### Table of Contents



Mr. Liansheng Miao
  Mr. Shujun Li
  Mr. George Jian Chuang
  Mr. Xiangdong Wang
  Mr. Iain Ferguson Bruce
 100




---



##### Table of Contents



Mr. Jiesi Wu
  Mr. Chi Ping Martin Lau
  Mr. Zhiheng Zhao
  Mr. Zongwei Li
  Mr. Guoxiao Yao
  Mr. Seok Jin Lee
 101




---



##### Table of Contents



Dr. Nabih Cherradi
  Mr. Stuart Brannigan PV-related
  Mr. Yiyu Wang
  Mr. Qiang Ding
  Mr. Haiqing Bian
  Mr. Mingjin Yang
  Ms. Qing Miao
 102




---



##### Table of Contents



Ms. Conghui Liu
  c/o Tianwei
  B.
    Compensation
    of Directors and Executive Officers    2006
    Stock Incentive Plan
    Administration.
  Change of Control.
  Amendment and Termination of Plan.
 103




---



##### Table of Contents



Amendment No. 1 to the 2006 Stock Incentive
    Plan.
  Options.
  Granted Options.
     104




---



##### Table of Contents



OrdinaryShares

ExerciseUnderlying

Price perOutstanding

ShareName

Option

(US$)

Grant Date

Expiration DateZongwei Li


*



2.10



December 28, 2006



December 28, 2016Guoxiao Yao


*



2.10



December 28, 2006



December 28, 2016Yiyu Wang


*



2.10



December 28, 2006



December 28, 2016Seok Jin Lee


*



2.10



December 28, 2006



December 28, 2016Iain Ferguson Bruce


*



11.00



June 13, 2007



June 13, 2017Jiesi Wu


*



11.00



June 13, 2007



June 13, 2017Chi Ping Martin Lau


*



11.00



June 13, 2007



June 13, 2017Another employee


*



11.00



June 13, 2007



June 13, 2017New employee


*



11.00



July 18, 2007



July 18, 2017New employee


*



12.89



July 18, 2007



July 18, 2017Stuart Brannigan


*



18.48



September 15, 2007



September 15, 2017Liansheng Miao


*



28.30



December 6, 2007



December 6, 2017New Employee


*



28.30



December 6, 2007



December 6, 2017New Employee


*



38.39



January 1, 2008



January 1, 2018Yiyu Wang


*



21.74



January 30, 2008



January 30, 2018Other employees as a group**


*



21.74



January 30, 2008



January 30, 2018Other employees as a group**


*



16.90



February 27, 2008



February 27, 2018Other employees as a group**


*



17.23



April 1, 2008



April 1, 2018Total


1,909,728     *
    
    Less than 1% of our outstanding share capital.**
    
    None of these employees is a director or officer.  Restricted Shares.
  Granted Restricted Shares.
 105




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##### Table of Contents



RestrictedShares



End of VestingGranted

Grant Date

PeriodLiansheng Miao


*



January 19, 2007



January 19, 2012Xiangdong Wang


*



January 19, 2007



January 19, 2012Zhiheng Zhao


*



January 19, 2007



January 19, 2012Qiang Ding


*



January 19, 2007



January 19, 2012Haiqing Bian


*



January 19, 2007



January 19, 2012Mingjin Yang


*



January 19, 2007



January 19, 2012Qing Miao


*



January 19, 2007



January 19, 2012Conghui Liu


*



January 19, 2007



January 19, 2012Nabih Cherradi


*



May 14, 2007



May 14, 2012Directors and executive officers as a group


1,606,300Other employees


999,760



January 19, 2007



January 19, 2012One non employee


15,000



April 16, 2007



April 16, 2012Total:


2,621,060     *
    
    Less than 1% of our outstanding share capital. 106




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##### Table of Contents



C.
    Board
    Practices  Terms of
    Directors and Executive Officers
    Board of
    Directors
        Committees
    of the Board of Directors
    Audit
    Committee
  Rule 10A-3(b)(1)
 107




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
    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.  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
    and Borrowing
   108




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Qualification
    Employment
    Agreements
      D.
    Employees  Employees
    As of December 31, 2007Number

Percentageof Employees

of TotalManufacturing


1,751



63.7
%Quality Inspection


104



3.8Research and Development


130



4.7Procurement, Sales and Marketing


110



4.0Management and Administrative


189



6.9Logistics, Manufacturing Support and Others


464



16.9Total


2,748



100.0
%      109




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##### Table of Contents



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.  Ordinary Shares BeneficiallyOwned(1)(2)Number of Shares

%Directors and Executive Officers:Liansheng Miao(3)


58,016,672



45.69Shujun Li(4)


7,389,115



5.82George Jian Chuang






Xiangdong Wang


*



*Iain Ferguson Bruce






Martin Chi Ping Lau






Jiesi Wu






Zhiheng Zhao


*



*Zongwei Li


*



*Guoxiao Yao


*



*Seok Jin Lee


*



*Nabih Cherradi






Stuart Brannigan






Yiyu Wang


*



*All directors and executive officers as a group


65,629,936



51.59Principal and Selling Shareholders:Yingli Power Holding Company Ltd.(5)


57,962,272



45.67Baytree Investments (Mauritius) Pte Ltd(6)


6,616,959



5.21     *
    
    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 126,923,609 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 57,962,272 of our ordinary shares owned by Yingli
    Power, our controlling shareholder, which is 100% beneficially
    owned by the family trust of Mr. Miao, and 54,400
    restricted shares that were vested in January 2007.
    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. 110




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##### Table of Contents



(4)
    
    Consists of 7,389,115 of our ordinary shares owned by Grandis
    Holdings Ltd., TB Inspiration Holdings Ltd., TB Holdings Ltd.
    and Fairdeal Development. Grandis Holdings Ltd. is a British
    Virgin Islands exempted company with limited liability and
    Mr. Shujun Li is a director of Grandis Holdings Ltd. TB
    Inspiration Holdings Ltd. is a Cayman Islands exempted company
    with limited liability and Mr. Shujun Li is a director of
    TB Inspiration Holdings Ltd. TB Holdings Ltd. is a British
    Virgin Islands exempted company with limited liability, and
    Mr. Shujun Li is a director of TB Holdings Ltd. TB Holdings
    Ltd. is wholly-owned by Trustbridge Partners I, L.P., a
    Cayman Islands exempted limited partnership, which is controlled
    by TB Partners GP1, L.P., its general partner. TB Partners GP1,
    L.P. is controlled by TB Partners GP Limited, its general
    partner. TB Partners GP Limited is 100% owned by Mr. Shujun
    Li. Fairdeal Development Ltd. is a British Virgin Islands
    exempted company with limited liability. DBS Trustee Limited, a
    Singaporean company, holds 100% of the issued and outstanding
    shares of Fairdeal Development Ltd. on behalf of the family
    trust of Mr. Shujun Li. Mr. Shujun Li disclaims
    beneficial ownership of our shares held by Inspiration Partners
    Limited, TB Holdings Ltd. and Fairdeal Development Ltd., except
    to the extent of his pecuniary interest in these shares.
    Mr. Lis business address is
    c/o Tianwei
    Yingli New Energy Resources Co., Ltd., No. 3055 Middle
    Fuxing Road, Baoding, Peoples Republic of China.(5)
    
    Represents 57,962,272 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.(6)
    
    Consists of 6,616,959 of our ordinary shares by Baytree
    Investments. Baytree Investments is a Mauritius-incorporated
    entity and is wholly-owned by Seletar Investments Pte Ltd.,
    which is in turn wholly owned by Temasek Capital (Private)
    Limited. Temasek Capital (Private) Limited is in turn
    wholly-owned by Temasek Holdings (Private) Limited. Temasek
    Holdings (Private) Limited, a Singaporean company wholly-owned
    by the Minister for Finance, Incorporated, of Singapore, may be
    deemed to have indirect voting and dispositive power over the
    shares owned beneficially and of record by Baytree Investments
    (Mauritius) Pte Ltd. The mailing addresses of Baytree
    Investments and Temasek Holdings (Private) Limited are 60B
    Orchard Road,
    #06-18
    Tower 2, The Atrium@Orchard, Singapore 238891.    Item 7.
    Major
    Shareholders and Related Party Transactions  A.
    Major
    Shareholders    B.
    Related
    Party Transactions    Transactions
    with Mr. Liansheng Miao and Entities Controlled by
    Mr. Miao
     111




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Transactions
    with Tianwei Baobian and Its Controlling Shareholder
     112




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Certain
    Other Related Party Transactions
   113




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##### Table of Contents



114




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##### Table of Contents



Private
    Equity Investments and Other Financings
  Series A
    Preferred Shares and Related Warrant
    Mandatory
    Redeemable Bonds and Mandatory Convertible Bonds
   115




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Series B
    Preferred Shares
    Capital
    Contributions to Tianwei Yingli
   116




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China
    Sunshine Warrant
    and/or
 117




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##### Table of Contents



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
     118




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##### Table of Contents



B.
    Significant
    Changes   119




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##### Table of Contents



Item 9.
    The
    Offer and Listing  A.
    Offer
    and Listing Details.    Closing Price Per ADSHigh

Low2007Monthly Highs and LowsJune (From June 8, 2007)


14.80



10.48July


20.40



10.40August


18.35



11.44September


28.99



15.81October


39.20



26.41November


35.87



22.50December


41.50



25.86Monthly Highs and Lows2008 First QuarterJanuary


39.95



20.06February


25.50



16.60March


18.19



13.19April (through April 25, 2008)


24.62



17.23   B.
    Plan
    of Distribution    C.
    Markets    D.
    Selling
    Shareholders    E.
    Dilution    F.
    Expenses
    of the Issue    Item 10.
    Additional
    Information  A.
    Share
    Capital   120




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##### Table of Contents



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
    Governor-in-Council
       121




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Peoples
    Republic of China Taxation
      United
    States Federal Income Taxation
    
    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; 122




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##### Table of Contents




    a tax-exempt organization;
    a person holding our ADSs or our ordinary shares as part of a
    hedging, conversion or other integrated transaction, a
    constructive sale or a straddle;
    a trader in securities that has elected the
    mark-to-market
    method of accounting for its securities;
    a person liable for alternative minimum tax;
    a person who owns 10% or more of our ADSs or voting stock;
    a U.S. expatriate; or
    a person whose functional currency is not the United
    States dollar.      non-United
    ADSs
    Taxation
    of Dividends and Other Distributions on the ADSs or Ordinary
    Shares
     123




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##### Table of Contents



Taxation
    of Disposition of Shares
    Passive
    Foreign Investment Company
   124




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##### Table of Contents



Information
    Reporting and Backup Withholding
  Form W-9.
    F.
    Dividends
    and Paying Agents    G.
    Statement
    by Experts    H.
    Documents
    on Display           125




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##### Table of Contents



I.
    Subsidiary
    Information    Item 11.
    Quantitative
    and Qualitative Disclosures About Market Risk  Foreign
    Exchange Risk
      and/or
     126




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##### Table of Contents



Interest
    Rate Risk
    Item 12.
    Description
    of Securities Other than Equity Securities   PART II  Item 13.
    Defaults,
    Dividend Arrearages and Delinquencies    Item 14.
    Material
    Modifications to the Rights of Security Holders and Use of
    Proceeds   127




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##### Table of Contents



Form F-1 333-142851)
    
    approximately US$236.6 million to make an equity
    contribution to Tianwei Yingli, which increased our equity
    interest in Tianwei Yingli from 70.11% to 74.01%; and
    approximately US$35.3 million to fully redeem the mandatory
    redeemable bonds issued by us in November 2006.    
    approximately US$44.0 million to expand its manufacturing
    capacity;
    approximately US$139.3 million to purchase, or make
    prepayments for, raw materials; and
    approximately US$53.3 million for other general corporate
    purposes.    Form F-1 333-147223)
    
    approximately US$80.0 million to make an equity
    contribution to our newly formed subsidiary, Yingli China, in
    connection with our capacity expansion; and
    the remaining amount for other general corporate purposes.  Item 15.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
 128




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##### Table of Contents



Changes
    in Internal Controls
    Item 16A.
    Audit
    Committee Financial Expert  Form 20-F
  Item 16B.
    Code
    of Ethics  No. 333-142851),
  Item 16C.
    Principal
    Accountant Fees and Services    For the Year Ended December 31,2006

2007(In thousands

(In thousands

(In thousandsof RMB)

of RMB)

of US$)Audit fees(1)


5,600



12,880



1,766Audit-related fees(2)






1,990



273       (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. 129




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##### Table of Contents



Item 16D.
    Exemptions
    from the Listing Standards for Audit Committees    Item 16E.
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers.   PART III  Item 17.
    Financial
    Statements    Item 18.
    Financial
    Statements    
    Consolidated Balance Sheets as of December 31, 2006 and 2007
    Consolidated Statements of Income for the year ended
    December 31, 2005 and the period from January 1, 2006
    through September 4, 2006 of Baoding Tianwei Yingli New
    Energy Resources Co., Ltd. and its Subsidiary, and for the
    period from August 7, 2006 through December 31, 2006
    and the year ended December 31, 2007 of Yingli Green Energy
    Holding Company Limited and its Subsidiaries
    Consolidated Statements of Owners Equity for the year
    ended December 31, 2005 and the period from January 1,
    2006 through September 4, 2006 of Baoding Tianwei Yingli
    New Energy Resources Co., Ltd. and its Subsidiary, and the
    Consolidated Statements of Shareholders Equity and
    Comprehensive Income for the period from August 7, 2006
    through December 31, 2006 and the year ended
    December 31, 2007 of Yingli Green Energy Holding Company
    Limited and its Subsidiaries
    Consolidated Statements of Cash Flows for the year ended
    December 31, 2005 and the period from January 1, 2006
    through September 4, 2006 of Baoding Tianwei Yingli New
    Energy Resources Co., Ltd. and its Subsidiary, and for the
    period from August 7, 2006 through December 31, 2006
    and the year ended December 31, 2007 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) 130




---



##### Table of Contents



ExhibitNumber

Description of Document2
.4

Series A Preferred Share Purchase Agreement, dated as of
    September 20, 2006, among the Registrant and Inspiration
    Partners Limited, Yingli Power Holding Company Ltd. and
    Liansheng Miao (incorporated by reference to Exhibit 4.4
    from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.5

Series A Preferred Shareholders Agreement, dated as of
    September 20, 2006, among the Registrant and Inspiration
    Partners Limited, Yingli Power Holding Company Ltd. and
    Liansheng Miao (incorporated by reference to Exhibit 4.5
    from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.6

Amendment Agreement, dated as of September 28, 2006, among
    the Registrant and the parties thereto, amending the
    Series A Preferred Shares Purchase Agreement and the
    Series A Preferred Shareholders Agreement (incorporated by
    reference to Exhibit 4.6 from our F-1 registration
    statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.7

Ordinary Shares Purchase Warrant, dated as of September 28,
    2006, issued to TB Management Ltd. (incorporated by reference to
    Exhibit 4.7 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.8

Trust Deed, dated as of November 13, 2006, between the
    Registrant and DB Trustees (Hong Kong) Limited, as trustee
    (incorporated by reference to Exhibit 4.8 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.9

Subscription Agreement, dated as of November 13, 2006,
    between the Registrant and Yingli Power Holding Company Ltd.
    (incorporated by reference to Exhibit 4.9 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.10

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

Second Amended and Restated Shareholders Agreement, dated as of
    December 15, 2006 by and among the Registrant, Liansheng
    Miao, Yingli Power Holding Company Ltd., Inspiration Partners
    Limited and the investors listed on Schedule I thereto
    (incorporated by reference to Exhibit 4.11 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.12

Warrant Side Letter, dated December 20, 2006, by and
    between the Registrant and Baytree Investments (Mauritius) Pte
    Ltd (incorporated by reference to Exhibit 4.12 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.13

Form of Ordinary Shares Purchase Warrant issued to certain
    Series B preferred shareholders (incorporated by reference
    to Exhibit 4.13 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.14

Ordinary Shares Purchase Warrant, dated as of December 29,
    2006, issued to China Sunshine Investment Co., Ltd.
    (incorporated by reference to Exhibit 4.14 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.15

Amendment No. 1 to the Amended and Restated Series B
    Preferred Share Purchase Agreement and Warrant Side Letter,
    dated as of March 9, 2007, by and among the Registrant,
    Yingli Power Holding Company Ltd., Liansheng Miao and Baytree
    Investments (Mauritius) Pte Ltd (incorporated by reference to
    Exhibit 4.15 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.16

Agreement, dated May 21, 2007, among the Registrant, Yingli
    Power, Mr. Liansheng Miao and Baytree Investments
    (Mauritius) Pte Ltd (incorporated by reference to
    Exhibit 4.16 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)2
.17

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) 131




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##### Table of Contents



ExhibitNumber

Description of Document2
.18

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
.19

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)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 Boading 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

Sales Contract, dated November 28, 2006, between Baoding
    Tianwei Yingli New Energy Resources Co., Ltd. and Sunline AG
    (incorporated by reference to Exhibit 10.4 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.5

Loan Contract For Consignment Loan, dated
    September 25, 2006, between Baoding Tianwei Yingli New
    Energy Resources Co., Ltd. (Tianwei Yingli) and
    Agricultural Bank of China Baoding Sanfeng Branch (incorporated
    by reference to Exhibit 10.5 from our F-1 registration
    statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.6

Maximum Amount Guarantee Contract, dated December 20, 2005,
    between Baoding Tianwei Baobian Electric Co., Ltd.
    (Tianwei Baobian) and Bank of Communications,
    Shijiazhuang Branch (incorporated by reference to Exhibit 10.6
    from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.7

Guarantee Contract, dated February 6, 2007, between Tianwei
    Baobian and Bank of Communications, Shijiazhuang Branch
    (incorporated by reference to Exhibit 10.7 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.8

Maximum Amount Guarantee Contract, dated March 30, 2005,
    between Tianwei Baobian and China CITIC Industry Bank,
    Shijiazhuang Branch (incorporated by reference to
    Exhibit 10.8 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.9

Maximum Amount Guarantee Contract, dated August 11, 2005,
    between Tianwei Baobian and China CITIC Industry Bank,
    Shijiazhuang Branch (incorporated by reference to
    Exhibit 10.9 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.10

Maximum Amount Guarantee Contract, dated February 6, 2007,
    between Tianwei Baobian and China CITIC Bank, Shijiazhuang
    Branch (incorporated by reference to Exhibit 10.10 from our
    F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.11

Guarantee Contract, dated December 21, 2005, Tianwei
    Baobian and China Construction Bank Corporation, Baoding Tianwei
    West Road
    Sub-branch
    (incorporated by reference to Exhibit 10.11 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.12

Guarantee Contract, dated February 17, 2006, between
    Tianwei Baobian and China Construction Bank Corporation, Baoding
    Tianwei West Road
    Sub-branch
    (incorporated by reference to Exhibit 10.12 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007) 132




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##### Table of Contents



ExhibitNumber

Description of Document4
.13

Maximum Amount Guarantee Contract, dated September 26,
    2005, Tianwei Baobian and China Everbright Bank, Shijiazhuang
    Sub-branch
    (incorporated by reference to Exhibit 10.13 from our F-1
    registration statement (File No.
    333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.14

Maximum Amount Guarantee Contract, dated February 1, 2007,
    between Tianwei Baobian and China Everbright Bank, Shijiazhuang
    Sub-branch
    (incorporated by reference to Exhibit 10.14 from our F-1
    registration statement (File No.
    333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.15

Guarantee Contract, dated September 2005, between Tianwei
    Baobian and Export-Import Bank of China (incorporated by
    reference to Exhibit 10.15 from our F-1 registration
    statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.16

Maximum Amount Guarantee Contract, dated September 2005, between
    Tianwei Baobian and Huaxia Bank Co., Ltd., Shijiazhuang Branch
    (incorporated by reference to Exhibit 10.16 from our
    F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.17

Maximum Amount Guarantee Contract, dated December 20, 2006,
    between Baoding Tianwei Group Co., Ltd. (Tianwei
    Group) and Bank of China Limited, Baoding Yuhua
    Sub-branch
    (incorporated by reference to Exhibit 10.17 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.18

Product Supply Contract, dated January 12, 2006, between
    Baoding Yitongguangfu Technical Co., Ltd. and Tianwei Yingli
    (incorporated by reference to Exhibit 10.18 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.19

Sports Ground Laying Contract, dated May 5, 2006, between
    Tianwei Yingli and Baoding Yingli Municipal Public Facilities
    Company (incorporated by reference to Exhibit 10.19 from
    our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.20

Baoding Yingli Municipal Public Facilities Company Contract,
    dated May 26, 2006, between Baoding Yingli Municipal Public
    Facilities Company and Tianwei Yingli (incorporated by reference
    to Exhibit 10.20 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.21

Purchase and Sale Contract between Tianwei Yingli and Baoding
    Tianwei Fu Le Metal Accessories Co., Ltd., effective from
    October 10, 2006 through January 10, 2007
    (incorporated by reference to Exhibit 10.21 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.22

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

Supply Contract, dated January 17, 2006, between Tianwei
    Yingli and Baoding Maike Green Food Co., Ltd. (incorporated by
    reference to Exhibit 10.23 from our F-1 registration statement
    (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.24

Agreement, dated May 17, 2006, between Tianwei Yingli and
    China Foreign Economic and Trade Trust & Investment
    Co., Ltd. (incorporated by reference to Exhibit 10.24 from
    our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.25

Repayment Agreement, dated December 29, 2006, among Tianwei
    Yingli, China Foreign Economic and Trade Trust &
    Investment Co., Ltd., the registrant and China Sunshine
    Investment Co., Ltd. (incorporated by reference to
    Exhibit 10.25 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.26

Solar Power Photovoltaic Modules Supply Contract, dated
    February 26, 2007, between Tianwei Yingli and Unitec
    Europa, S.A. (incorporated by reference to Exhibit 10.26
    from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.27

Supply Agreement, dated as of November 9, 2006, between
    Acciona Energía S.A. and Tianwei Yingli (incorporated by
    reference to Exhibit 10.27 from our F-1 registration
    statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007) 133




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##### Table of Contents



ExhibitNumber

Description of Document4
.28

Sale and Purchase Agreement, dated as of March 7, 2007,
    between Sinolink Development Limited and Tianwei Yingli
    (incorporated by reference to Exhibit 10.28 from our F-1
    registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.29

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
.30

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
.31

Purchase Agreement, dated April 10, 2007, between Sichuan
    Xinguang Silicon Science and Technology Co., Ltd. and Tianwei
    Yingli (incorporated by reference to Exhibit 10.31 from our
    F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.32

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
.33

Sales Contract, dated May 17, 2007, between Tianwei Yingli
    and Laxtron Energias Renovables (incorporated by reference to
    Exhibit 10.33 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.34

Sales and Purchase Contract, dated April 23, 2007, between
    Tianwei Yingli and Komex Inc. (incorporated by reference to
    Exhibit 10.34 from our F-1 registration statement (File
    No. 333-142851),
    as amended, initially filed with the Commission on May 11,
    2007)4
.35

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
.36

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
.37

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
.38

Purchase Agreement , dated October 19, 2007, between
    Sichuan Xinguang Silicon Science and Technology Co., Ltd. and
    Tianwei Yingli and Supplemental Agreement to the Purchase
    Agreement, dated October 29, 2007, and Purchase Order for
    182 Ton Silicon, dated July 5, 2007 (incorporated by
    reference to Exhibit 10.38 from our F-1 registration
    statement (File No.
    333-147223),
    as amended, initially filed with the Commission on
    November 7, 2007)4
.39

Sales contract, dated June 21, 2007, between Tianwei Yingli
    and Control y Montages Industriales CYMI S.A. (incorporated by
    reference to Exhibit 10.39 from our F-1 registration statement
    (File
    No. 333-147223),
    as amended, initially filed with the Commission on
    November 7, 2007)8
.1*

List of Subsidiaries11
.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 KPMG     *
    
    Filed with this annual report 134




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##### Table of Contents



SIGNATURES
  Form 20-F
  
  By:
    /s/  Liansheng
    Miao   Name:
    Liansheng MiaoTitle:
    Chairman and Chief Executive Officer   135




---



##### 



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
 AND
 BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets


F-3Consolidated Statements of Income


F-4Consolidated Statements of Owners Equity


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


F-6Consolidated Statements of Cash Flows


F-7Notes to Consolidated Financial Statements


F-11   F-1




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm                 F-2




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Consolidated Balance Sheets
  December 31,2006

December 31, 2007RMB

RMB

US$ASSETSCurrent assets:Cash


78,454,551



961,076,707



131,751,804Restricted cash


321,780,307



7,164,179



982,121Accounts receivable, net


281,920,557



1,240,843,562



170,104,401Accounts receivable from a related party






4,023,685



551,598Inventories


811,745,634



1,261,206,981



172,895,975Prepayments to suppliers


134,823,298



1,056,776,625



144,871,086Prepaid expenses and other current assets


80,413,387



165,007,646



22,620,520Deferred income taxes


3,589,705



15,101,193



2,070,188Amounts due from related parties


13,157,752



378,125,338



51,836,336Total current assets


1,725,885,191



5,089,325,916



697,684,029Long-term prepayments to a supplier


226,273,660



637,269,620



87,361,832Property, plant and equipment, net


583,498,389



1,479,828,602



202,866,312Land use rights


53,861,983



54,971,637



7,535,936Intangible assets, net


206,937,654



331,328,478



45,421,062Goodwill


3,984,994



27,856,214



3,818,745Investments in and advances to affiliates


13,019,022



20,731,475



2,842,030Debt issuance cost






32,685,029



4,480,716Total assets


2,813,460,893



7,673,996,971



1,052,010,662LIABILITIES, MINORITY INTEREST, REDEEMABLE CONVERTIBLE
    PREFERRED SHARES AND SHAREHOLDERS EQUITYCurrent liabilities:Short-term borrowings


267,286,306



1,261,274,963



172,905,295Borrowings from related parities


31,849,352







Accounts payable


123,224,685



158,076,710



21,670,374Other current liabilities and accrued expenses


65,090,867



56,777,288



7,783,468Accrued warranty


20,686,201



60,780,001



8,332,191Advances from customers


113,637,769



22,146,603



3,036,027Dividends payable


10,956,000



10,956,000



1,501,933Income taxes payable


33,518,114







Other amounts due to related parties


1,991,793



6,097,376



835,875Total current liabilities


668,241,087



1,576,108,941



216,065,163Deferred income taxes


15,996,845



56,520,155



7,748,219Deferred income






22,009,906



3,017,288Mandatory convertible bonds payable to Yingli Power


362,530,181







Mandatory redeemable bonds payable to Yingli Power


293,109,511







Convertible senior notes






1,262,734,218



173,105,341Total liabilities


1,339,877,624



2,917,373,220



399,936,011Minority interest


387,715,972



754,799,029



103,473,669Series A redeemable convertible preferred
    shares  Par Value: US$0.018,081,081 and nil authorized, issued and outstanding as of
    December 31, 2006 and 2007, respectively


134,501,664







Series B redeemable convertible preferred
    shares  Par Value: US$0.0124,405,377 and nil authorized, issued and outstanding as of
    December 31, 2006 and 2007, respectively


882,835,869







Shareholders equity:Ordinary shares  Par value: US$0.01Authorized shares:967,513,542 and 1,000,000,000 as of December 31, 2006 and
    2007, respectivelyIssued and outstanding shares:59,800,000 and 126,923,609 as of December 31, 2006 and
    2007, respectively


4,744,652



9,884,422



1,355,033Additional paid-in capital


35,342,380



3,620,826,451



496,370,802Accumulated other comprehensive income


5,394,953



12,197,060



1,672,067Retained earnings


23,047,779



358,916,789



49,203,080Total shareholders equity


68,529,764



4,001,824,722



548,600,982Commitments and contingencies










Total liabilities, minority interest, redeemable convertible
    preferred shares and shareholders equity


2,813,460,893



7,673,996,971



1,052,010,662    F-3




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##### Table of Contents



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

August 7,From January 1,

2006 (Date ofYear Ended

2006 to

Inception) toDecember 31,

September 4,

December 31,

Year Ended December 31,2005

2006

2006

2007RMB

RMB

RMB

RMB

US$Net revenuesSales of PV modules


334,013,005



856,498,709



674,085,932



4,015,788,108



550,515,190Sales of PV systems


8,091,583



905,380



14,322,384



1,952,229



267,627Other revenues


19,689,746



26,584,402



66,384,442



41,582,370



5,700,432Total net revenues


361,794,334



883,988,491



754,792,758



4,059,322,707



556,483,249Cost of revenuesCost of PV modules sales


233,194,076



586,196,322



514,175,746



3,055,474,146



418,867,950Cost of PV systems sales


6,292,459



1,012,375



9,926,652



1,492,769



204,640Cost of other revenues


14,117,548



24,427,556



50,744,837



45,516,107



6,239,699Total cost of revenues


253,604,083



611,636,253



574,847,235



3,102,483,022



425,312,289Gross profit


108,190,251



272,352,238



179,945,523



956,839,685



131,170,960Selling expenses


3,546,457



9,589,913



5,869,385



109,938,821



15,071,261General and administrative expenses


19,178,256



24,465,607



22,317,341



149,813,451



20,537,583Research and development expenses


1,790,719



3,665,220



19,470,861



17,544,966



2,405,199Total operating expenses


24,515,432



37,720,740



47,657,587



277,297,238



38,014,043Income from operations


83,674,819



234,631,498



132,287,936



679,542,447



93,156,917Other income (expense):Equity in losses of affiliates, net


(370,859
)


(609,601
)


(215,590
)


(1,109,147
)


(152,050
)Interest expense


(5,278,418
)


(22,441,164
)


(25,788,959
)


(64,833,788
)


(8,887,915
)Interest income


275,139



518,291



588,012



13,622,323



1,867,453Foreign currency exchange losses, net


(1,811,610
)


(3,406,242
)


(4,692,779
)


(32,662,472
)


(4,477,623
)Gain (loss) on debt extinguishment


2,164,688







(3,908,381
)






Earnings before income taxes and minority interest


78,653,759



208,692,782



98,270,239



594,559,363



81,506,782Income tax expense


(12,735,618
)


(22,545,982
)


(22,968,086
)


(12,927,735
)


(1,772,234
)Earnings before minority interest


65,918,141



186,146,800



75,302,153



581,631,628



79,734,548Minority interest


36,205



76,297



(45,285,471
)


(192,611,642
)


(26,404,689
)Net income


65,954,346



186,223,097



30,016,682



389,019,986



53,329,859Accretion of Series A and Series B redeemable
    convertible preferred shares to redemption value










(6,968,903
)


(53,150,976
)


(7,286,346
)Net income applicable to ordinary shareholders










23,047,779



335,869,010



46,043,513Basic earnings per share applicable to ordinary shareholders










0.36



3.00



0.41Diluted earnings per share










0.36



2.89



0.40    F-4




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##### Table of Contents



BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND
    SUBSIDIARY
  (Predecesor)
  Consolidated Statements of Owners
    Equity
 For the year ended December 31, 2005 and the period
    January 1, 2006 to September 4, 2006
   PredecessorRegistered

Subscription

Capital

Statutory

RetainedCapital

Receivable

Surplus

Reserves

Earnings

TotalRMB

RMB

RMB

RMB

RMB

RMBBalance as of January 1, 2005


75,000,000



(5,000,000
)






1,655,719



(1,021,263
)


70,634,456Net income


















65,954,346



65,954,346Appropriation to statutory reserves














12,721,145



(12,721,145
)


Balance as of December 31, 2005


75,000,000



(5,000,000
)






14,376,864



52,211,938



136,588,802Net income


















186,223,097



186,223,097Owners equity recapitalization


25,000,000







7,466,400







(43,422,400
)


(10,956,000
)Dividend declared






5,000,000











(5,000,000
)


Balance as of September 4, 2006


100,000,000







7,466,400



14,376,864



190,012,635



311,855,899    F-5




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  Consolidated Statements of Shareholders
    Equity and Comprehensive Income
 For the period August 7, 2006 (date of inception) to
    December 31, 2006
    and the year ended December 31, 2007
  AccumulatedOrdinary Share

Additional

Other





TotalNumbers of



Paid-in

Comprehensive

Retained



ComprehensiveShares

Amount

Capital

Income

Earnings

Total

IncomeRMB

RMB

RMB

RMB

RMB

RMBBalance as of August 7, 2006






















Net income


















30,016,682



30,016,682



30,016,682Foreign currency exchange translation adjustment, net of nil tax














5,394,953







5,394,953



5,394,953Comprehensive income


























35,411,635Issuance of ordinary shares to a shareholder


59,800,000



4,744,652



15,868











4,760,520Shareholders contribution of Tianwei Yinglis net
    assets










157,608,156











157,608,156Cash paid to Yingli Group for transfer of Tianwei Yingli










(134,573,727
)










(134,573,727
)Issuance of ordinary share warrants in connection with issuance
    of Series A redeemable convertible preferred shares










1,671,432











1,671,432Issuance of ordinary share warrants in connection with issuance
    of Series B redeemable convertible preferred shares










6,650,603











6,650,603Issuance of ordinary share warrant in connection with debt
    extinguishment










3,908,381











3,908,381Accretion of Series A redeemable convertible preferred
    shares to redemption value


















(3,750,249
)


(3,750,249
)Accretion of Series B redeemable convertible preferred
    shares to redemption value


















(3,218,654
)


(3,218,654
)Share-based compensation










61,667











61,667Balance as of December 31, 2006


59,800,000



4,744,652



35,342,380



5,394,953



23,047,779



68,529,764Net income


















389,019,986



389,019,986



389,019,986Foreign currency exchange translation adjustment, net of nil tax














6,802,107







6,802,107



6,802,107Comprehensive income


























395,822,093Issuance of warrants in connection with issuance of
    Series B redeemable convertible preferred shares










343,035











343,035Issuance of warrants in connection with release of escrow
    arrangement










5,848,702











5,848,702Accretion of Series A redeemable convertible preferred
    shares to redemption value


















(6,414,322
)


(6,414,322
)Accretion of Series B redeemable convertible preferred
    shares to redemption value


















(46,736,654
)


(46,736,654
)Issuance of ordinary shares upon initial public offering
    (IPO), net of expenses of RMB 227,332,305


26,550,000



2,035,217



2,009,370,958











2,011,406,175Issuance of ordinary shares in connection with the exercise of
    warrants


2,747,063



212,479



88,311,323











88,523,802Conversion of Series A and B redeemable convertible
    preferred shares to ordinary shares


32,486,458



2,485,117



1,075,396,401











1,077,881,518Conversion of mandatory convertible bonds


5,340,088



406,957



378,499,886











378,906,843Share-based compensation










27,713,766











27,713,766Balance as of December 31, 2007


126,923,609



9,884,422



3,620,826,451



12,197,060



358,916,789



4,001,824,722    F-6




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##### Table of Contents



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


August 7, 2006Year Ended

2006 to


(Date of Inception)December 31,

September 4,


to December 31,2005

2006


2006

Year Ended December 31, 2007RMB

RMB


RMB

RMB

US$Net income


65,954,346



186,223,097




30,016,682



389,019,986



53,329,859Adjustments to reconcile net income to net cash used in
    operating activities:Depreciation


13,677,045



22,726,989




13,049,782



77,694,390



10,650,946Amortization of intangible assets


90,000



285,000




2,245,291



43,362,105



5,944,412Loss (gain) on disposal of property, plant and equipment


(100,713
)


82,322




919,608







Bad debt expense


1,482,767



533,524








646,908



88,683Write-down of inventories to net realizable value


557,234



1,736,729




4,941,887



22,664,097



3,106,969Minority interest


(36,205
)


(76,297
)



45,285,471



192,611,642



26,404,689Equity in losses of affiliates, net


370,859



609,601




215,590



1,109,147



152,050Land use rights expense


228,147



548,343




65,419



1,144,775



156,935Loss (gain) on debt extinguishment


(2,164,688
)







3,908,381







Amortization of bonds discount











2,554,592



8,010,457



1,098,135Amortization of debt issuance cost















2,405,355



329,745Share-based compensation











61,667



27,713,766



3,799,217Deferred income tax expense (benefit)


(2,462,933
)


(1,233,274
)



1,359,703



12,927,735



1,772,234Changes in operating assets and liabilities excluding the
    effects of shareholders contribution of Tianwei
    Yinglis net assets in 2006:Restricted cash related to purchase of inventory and other
    operating activities


(14,143,736
)


6,008,007




(7,242,594
)


8,940,877



1,225,684Accounts receivable, including related party


(35,867,860
)


(14,145,758
)



(227,802,972
)


(963,593,598
)


(132,096,839
)Inventories


(77,586,851
)


(484,159,450
)



(4,588,177
)


(343,399,565
)


(47,075,860
)Prepayments to suppliers


(122,872,772
)


(296,962,988
)



(163,792,739
)


(1,456,817,414
)


(199,711,761
)Prepaid expenses and other current assets


(3,107,030
)


(25,277,457
)



(44,882,575
)


(76,415,017
)


(10,475,563
)Amounts due from related parties


(15,824,856
)


(213,993
)



(954,979
)


(373,876,497
)


(51,253,872
)Accounts payable


12,711,008



92,335,922




(38,134,667
)


40,977,279



5,617,481Other current liabilities and accrued expenses


7,606,537



26,641,410




(3,633,095
)


12,848,275



1,761,342Accrued warranty


3,549,857



8,659,090




7,013,249



40,093,800



5,496,367Advances from customers


25,990,940



146,806,901




(61,043,536
)


(91,491,166
)


(12,542,314
)Deferred income















29,020,820



3,978,398Income taxes payable


13,743,491



22,854,358




(8,400,655
)


(33,518,114
)


(4,594,921
)Amounts due to other related parties


1,800,000



(650,000
)



841,793



4,105,583



562,825Net cash used in operating activities


(126,405,413
)


(306,667,924
)



(447,996,874
)


(2,423,814,374
)


(332,275,159
)    F-7




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##### Table of Contents



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

August 7, 2006Year Ended

2006 to

(Date of Inception)December 31,

September 4,

to December 31,

Year Ended December 31,2005

2006

2006

2007RMB

RMB

RMB

RMB

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


(226,452,362
)


(85,530,399
)


(169,297,965
)


(974,069,858
)


(133,533,005
)Payment for land use rights










(46,097,276
)


(2,254,429
)


(309,055
)Proceeds from disposal of property, plant and equipment


527,487



123,649











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










(305,675,251
)


300,692,130



41,221,195Acquisition of remaining equity interest in Chengdu Yingli














(720,000
)


(98,703
)Investment in and advances to affiliates


(1,080,990
)


(2,091,571
)


(5,571,875
)


(9,057,418
)


(1,241,661
)Loans made to related parties


(400,304
)


(51,000,000
)


(64,000,000
)


(2,028,841
)


(278,129
)Cash proceeds for repayment of loans made to related parties










123,847,268







Net cash used in investing activities


(227,406,169
)


(138,498,321
)


(466,795,099
)


(687,438,416
)


(94,239,358
)Cash flows from financing activitiesProceeds from bank borrowings


496,402,577



741,302,888



692,441,818



3,114,283,529



426,929,993Repayment of bank borrowings


(309,430,940
)


(185,890,637
)


(1,271,609,400
)


(2,108,294,871
)


(289,021,313
)Payment for bank borrowings issuance costs














(2,868,300
)


(393,209
)Proceeds from issuance of ordinary shares upon IPO, net of
    issuance cost of RMB 227,332,305














2,011,406,175



275,739,064Proceeds from exercise of warrants














88,523,802



12,135,525Proceeds from (repayment of) convertible loan






85,635,000



(85,635,000
)






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










4,760,520







Cash paid to Yingli Group for transfer of Tianwei Yingli










(134,573,727
)






Cash assumed from the transfer of Tianwei Yingli










86,970,169







Contribution from (repayment to) minority interest shareholder
    of Yingli Guangfu






490,000







(490,000
)


(67,173
)    F-8




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##### Table of Contents



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

August 7, 2006Year Ended

2006 to

(Date of Inception)December 31,

September 4,

to December 31,

Year Ended December 31,2005

2006

2006

2007RMB

RMB

RMB

RMB

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










134,187,052







Proceeds from issuance of Series B redeemable convertible
    preferred shares










887,547,301



34,803,900



4,771,187Repayment of mandatory redeemable bonds














(269,015,825
)


(36,878,763
)Proceeds from (repayment of) over-subscription of Series B
    redeemable convertible preferred shares










23,672,074



(23,672,074
)


(3,245,150
)Proceeds from borrowings from related parties


100,250,000



20,900,000



20,322,449



63,928,697



8,763,839Repayment of borrowings from related parties


(8,000,000
)


(99,450,000
)


(10,273,097
)


(95,778,049
)


(13,129,993
)Proceeds from issuance of convertible senior notes, net of
    issuance cost of RMB 41,725,563














1,218,317,935



167,016,414Proceeds from issuance of mandatory redeemable bonds and
    mandatory convertible bonds










653,140,570







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


67,715,509



5,000,000







77,000,000



10,555,754Repayment of borrowings from third party non-financial services
    companies






(50,715,509
)


(10,000,000
)


(89,000,000
)


(12,200,806
)Net cash provided by financing activities


346,937,146



517,271,742



990,950,729



4,019,144,919



550,975,369Effect of foreign currency exchange rate changes on cash










2,295,795



(25,269,973
)


(3,464,203
)Net increase (decrease) in cash


(6,874,436
)


72,105,497



78,454,551



882,622,156



120,996,649Cash at beginning of period


21,739,108



14,864,672







78,454,551



10,755,155Cash at end of period


14,864,672



86,970,169



78,454,551



961,076,707



131,751,804    F-9




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##### Table of Contents



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

August 7, 2006Year Ended

2006 to

(Date of Inception)December 31,

September 4,

to December 31,

Year Ended December 31,2005

2006

2006

2007RMB

RMB

RMB

RMB

US$Interest paid, net of capitalized interest


4,476,888



16,652,352



23,533,513



57,033,547



7,818,598Income tax paid






924,898



30,009,037



33,518,114



4,594,921Non-cash investing and financing transactions:


















Payable for purchase of additional investment in an affiliate


8,000,000















Advances to an affiliate by transferring of property, plant and
    equipment






1,655,564











Payables for purchase of property, plant and equipment


5,403,700



6,553,641



29,669,128



39,733,137



5,446,925Payables for purchase of land use right






75,985,500











Payables for purchase of Baoding Rectifiers assets


8,387,637















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










8,000,000







Settlement of subscription receivable through profit
    appropriation






5,000,000











Conversion of Series A and B redeemable convertible
    preferred shares














1,077,881,518



147,764,308Conversion of mandatory convertible bonds to ordinary shares














378,906,843



51,943,471    F-10




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes
    to Consolidated Financial Statements
  (1)
    Description
    of Business and Organization  (a) Description
    of Business
    (b) Organization
      300-day
 F-11




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
      (2)
    Summary
    of Significant Accounting Policies and Significant
    Concentrations and Risks  (a) Basis
    of Presentation
        (b) Principles
    of Consolidation
    (c) Significant
    Concentrations and Risks
  Revenue
    concentrations
   F-12




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
    Predecessor


August 7,From January 1,




2006 (Date ofYear Ended

% of

2006 to

% of


Inception) to

% of



% ofDecember 31,

Net

September 4,

Net


December 31,

Net

Year Ended December 31,

Net2005

Revenue

2006

Revenue


2006

Revenue

2007

RevenueRMB



RMB




RMB



RMB

US$Germany


238,983,858



66
%


602,785,544



68
%



406,889,138



54
%


889,036,642



121,875,996



22
%Spain


28,500,778



8
%


78,595,263



9
%



157,473,909



20
%


2,606,124,763



357,267,672



64
%Italy


1,154,196







1,610,396



0
%











292,835,946



40,144,209



7
%PRC


57,292,144



16
%


30,940,554



4
%



50,027,539



7
%


61,097,703



8,375,744



2
%Total


325,930,976



90
%


713,931,757



81
%



614,390,586



81
%


3,849,095,054



527,663,621



95
%         PredecessorFrom




August 7,January 1,




2006 (Date ofYear Ended

% of

2006 to

% of


Inception) to

% of





% ofDecember 31,

Net

September 4,

Net


December 31,

Net

Year Ended December 31,

NetLocation

2005

Revenue

2006

Revenue


2006

Revenue

2007

RevenueRMB



RMB




RMB



RMB

US$Customer A

Germany


42,995,053



12
%


49,760,844



6
%



4,568,154



1
%










Customer B

Germany


50,185,979



14
%


78,070,856



9
%



218,830,766



29
%


208,586,671



28,594,669



5
%Customer C

Germany


33,214,730



9
%


60,539,442



7
%



95,745,228



13
%










Customer D

Germany


46,953,165



13
%


13,437,430



2
%











174,321,461



23,897,330



4
%Customer E

Spain


7,001,214



2
%


55,804,873



6
%



128,680,752



17
%


545,567,212



74,790,559



14
%Customer F

Spain



























793,065,241



108,719,497



20
%Customer G

Spain



























497,438,197



68,192,663



12
%Total




180,350,141



50
%


257,613,445



30
%



447,824,900



60
%


2,218,978,782



304,194,718



55
%  F-13




---



##### Table of Contents



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

2006

December 31, 2007RMB

RMB

US$Customer A


Germany



694,834







Customer B


Germany



104,778,937



72,092,371



9,882,978Customer C


Germany



71,659,580







Customer D


Germany



97,344



64,603,600



8,856,359Customer E


Spain







130,839,800



17,936,528Customer F


Spain







335,339



45,971Customer G


Spain







380,808,266



52,204,133Total






177,230,695



648,679,376



88,925,969     Dependence
    on suppliers
      December 31,Location

2006

December 31, 2007RMB

RMB

US$Supplier A


USA



11,330,841



605,348,321



82,985,814Supplier B


Korea



188,229







Supplier C


Korea



262,583







Supplier D


USA



16,817,547



40,900,476



5,606,953Supplier E


Korea



24,050,888



40,052,017



5,490,639Supplier F


Germany



226,273,660



637,269,620



87,361,832  F-14




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
    Concentrations
    of cash balances held at financial institutions
    (d) Use
    of Estimates
    (e) Foreign
    Currency
   F-15




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
          (f) Cash
    and Restricted Cash
        (g) Accounts
    Receivable
   F-16




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
    (h) Inventories
  work-in-progress
  (i) Prepayments
    to Suppliers
    (j) Long-lived
    assets
  Property,
    Plant and Equipment
    Buildings


30 yearsMachinery and equipment


4-10 yearsFurniture and fixtures


4-5 yearsMotor vehicles


8-10 years    F-17




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##### Table of Contents



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


5.5-6 yearsCustomer relationships


5.5-6 yearsOrder backlog


1-1.5 yearsShort-term supply agreements


0.5 yearLong-term supply agreements


3-9 years commencing in 2009     Impairment
    of Long-Lived Assets
     F-18




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
    (k) Land
    Use Rights
    (l) Investments
    in and Advances to Affiliates
      (m) Statutory
    Reserves
      (n) Share-based
    Payment
  Share-Based Payment
 F-19




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
  No. 96-18, Accounting for Equity Instruments that are Issued to
    Other Than Employees for Acquiring, or in Conjunction with
    Selling, Goods or Services
    (o) Revenue
    Recognition
               F-20




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
    (p) Research
    and Development and Government Grant
      (q) Employee
    Benefits Plans
    (r) Warranty
    Cost
  10-year 25-year
 F-21




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
      PredecessorFrom January 1,

August 7, 2006Year Ended

2006 to

(Date of Inception)December 31,

September 4,

to December 31,

Year Ended December 31,2005

2006

2006

2007RMB

RMB

RMB

RMB

US$Beginning balance


1,464,005



5,013,862







20,686,201



2,835,824Transfer of Tianwei Yingli to the Company










13,672,952







Warranty expense


3,549,857



8,659,090



7,013,249



40,093,800



5,496,367Warranty costs incurred or claimed


















Ending Balance


5,013,862



13,672,952



20,686,201



60,780,001



8,332,191   (s) Income
    Taxes
    Accounting for Uncertainty in Income Taxes, an
    interpretation of Statement of Financial Accounting Standards
    No. 109
   F-22




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
  (t) Commitments
    and Contingencies
      (u) Segment
    Reporting
  Disclosure about Segments of an
    Enterprise and Related Information
  (v) Earnings
    Per Share
  Computation
    of Earnings Per Share No. 03-06, Participating Securities and the
    Two-Class Method
    under FASB Statement No. 128 No. 03-06), No. 03-06
      (w) Reclassifications
   F-23




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
  (x) Recently
    Issued Accounting Standards
  SFAS No. 157
  Fair Value Measurement
  SFAS No. 159
  Fair Value Option for Financial Assets and Financial
    Liabilities or
  SFAS No. 141R
    (revised 2007)
  Business
    Combinations
  SFAS No. 160
  Non-Controlling Interests in Consolidated Financial
    Statements an amendment of ARB No. 51
 F-24




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##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
    (3)
    Accounts
    Receivable    December 31,2006

December 31, 2007RMB

RMB

US$Accounts receivable


284,229,651



1,243,461,465



170,463,283Less: Allowance for doubtful accounts


(2,309,094
)


(2,617,903
)


(358,882
)Total accounts receivable, net


281,920,557



1,240,843,562



170,104,401     PredecessorFrom January 1,


August 7, 2006Year Ended

2006 to


(Date of Inception)December 31,

September 4,


to December 31,

Year Ended December 31,2005

2006


2006

2007RMB

RMB


RMB

RMB

US$Beginning balance


(292,803
)


(1,775,570
)







(2,309,094
)


(316,548
)Transfer of Tianwei Yingli to the Company











(2,309,094
)






Bad debt expense


(1,482,767
)


(533,524
)







(646,908
)


(88,683
)Write-off of accounts receivable















338,099



46,349Ending balance


(1,775,570
)


(2,309,094
)



(2,309,094
)


(2,617,903
)


(358,882
)      F-25




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
  (4)
    Inventories    December 31,2006

December 31, 2007RMB

RMB

US$Raw materials


489,352,191



827,005,848



113,372,337Work-in-progress


187,655,590



228,343,237



31,303,051Finished goods


134,737,853



205,857,896



28,220,587Total inventories


811,745,634



1,261,206,981



172,895,975     (5)
    Property,
    Plant and Equipment    December 31,2006

December 31, 2007RMB

RMB

US$Buildings


75,681,746



288,806,721



39,591,852Machinery and equipment


301,014,211



983,504,759



134,826,414Furniture and fixtures


4,467,399



4,918,384



674,250Motor vehicles


2,667,142



13,629,991



1,868,504Construction in progress


211,749,834



278,745,080



38,212,524Total property, plant and equipment


595,580,332



1,569,604,935



215,173,544Less: Accumulated depreciation


(12,081,943
)


(89,776,333
)


(12,307,232
)Total property, plant and equipment, net


583,498,389



1,479,828,602



202,866,312     PredecessorFrom January 1,

August 7, 2006Year Ended

2006 to

(Date of Inception)December 31,

September 4,

to December 31,

Year Ended December 31,2005

2006

2006

2007RMB

RMB

RMB

RMB

US$Cost of revenues


11,815,062



21,138,031



12,140,708



72,451,928



9,932,269Selling expenses


64,481



64,564



34,732



129,438



17,744General and administrative expenses


1,797,502



1,524,394



874,342



5,113,024



700,933Total depreciation expense


13,677,045



22,726,989



13,049,782



77,694,390



10,650,946  F-26




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
    PredecessorFrom January 1,

August 7, 2006Year Ended

2006 to

(Date of Inception)December 31,

September 4,

to December 31,

Year Ended December 31,2005

2006

2006

2007RMB

RMB

RMB

RMB

US$Interest cost capitalized


5,486,727



1,384,469



895,922



20,812,338



2,853,116Interest cost charged to income


5,278,418



22,441,164



25,788,959



64,833,788



8,887,915Total interest cost incurred


10,765,145



23,825,633



26,684,881



85,646,126



11,741,031   (6)
    Fair
    Value of Financial Instruments        (7)
    Investment
    in and Advances to Affiliates       F-27




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
  (8)
    Short-term
    Borrowings    December 31,2006

December 31, 2007RMB

RMB

US$Borrowings from banks: Guaranteed by Tianwei Baobian and its parent company


220,000,000



470,237,380



64,463,765 Entrusted loans by related parties


1,000,000







 Secured by accounts receivable


34,286,306



311,139,752



42,653,436 Secured by inventories






5,190,831



711,599 Guaranteed by third parties






182,615,000



25,034,272 Unsecured loans






292,092,000



40,042,223Borrowings from other parties: Governmental loan guaranteed by Tianwei Baobian


12,000,000







Total short-term borrowings


267,286,306



1,261,274,963



172,905,295          F-28




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
        (9)
    Convertible
    Loan      (10)
    Mandatory
    Convertible and Redeemable Bonds   F-29




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
      Accounting for Derivative Instruments and Hedging
    Activities
        (11)  Convertible
    Senior Notes
   F-30




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
                    Accounting for Derivative Instruments and Hedging
    Activities
 F-31




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
    (12)  Income
    Taxes
           F-32




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
      PredecessorFrom January 1,


August 7, 2006Year Ended

2006 to


(Date of Inception)December 31,

September 4,


to December 31,

Year Ended December 31,2005

2006


2006

2007RMB

RMB


RMB

RMB

US$Cayman Islands











(18,687,366
)


16,057,394



2,201,272PRC


78,653,759



208,692,782




116,957,605



578,565,130



79,314,169Other foreign countries















(63,161
)


(8,659
)Total earnings before income taxes and minority interest


78,653,759



208,692,782




98,270,239



594,559,363



81,506,782     PredecessorFrom January 1,


August 7, 2006Year Ended

2006 to


(Date of Inception)December 31,

September 4,


to December 31,

Year Ended December 31,2005

2006


2006

2007RMB

RMB


RMB

RMB

US$Current tax expense


15,198,551



23,779,256




21,608,383







Deferred tax expense (benefit)


(2,462,933
)


(1,233,274
)



1,359,703



12,927,735



1,772,234Total income tax expense


12,735,618



22,545,982




22,968,086



12,927,735



1,772,234    F-33




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
    PredecessorFromJanuary 1,


August 7, 2006Year Ended

2006 to


(Date of Inception)December 31,

September 30,


to December 31,

Year Ended December 31,2005

2006


2006

2007RMB

RMB


RMB

RMB

US$Computed expected tax expense


25,955,740



68,868,618




32,429,178



196,204,590



26,897,238Tax rate differential, preferential rate


(14,175,779
)


(37,602,467
)



(17,546,037
)


(91,976,826
)


(12,608,892
)Tax rate change











4,041,707



17,552,724



2,406,263Foreign tax rate differential











5,762,679



8,163,200



1,119,074Equipment acquisition tax credit






(10,645,920
)











Tax holiday















(114,852,807
)


(15,744,908
)Research and development tax credit


(298,831
)


(274,892
)



(1,788,378
)


(2,894,919
)


(396,858
)Non-deductible expenses:Salaries and benefits in excess of allowable limits


800,322



1,596,111












Interest


112,117



448,737




33,936



42,377



5,809Other


342,049



155,795




35,001



689,396



94,508Actual income tax expense


12,735,618



22,545,982




22,968,086



12,927,735



1,772,234      F-34




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
    December 31,2006

December 31, 2007RMB

RMB

US$Current Deferred Income Tax Assets:Accrued warranty


3,589,705



15,101,193



2,070,188Total current deferred tax assets


3,589,705



15,101,193



2,070,188Non-current Deferred Income Tax Liabilities:Property, plant and equipment


(307,679
)


(3,875,228
)


(531,247
)Intangible assets


(15,598,383
)


(52,323,830
)


(7,172,954
)Land use rights


(90,783
)


(321,097
)


(44,018
)Total non-current deferred tax liabilities


(15,996,845
)


(56,520,155
)


(7,748,219
)       (13)
    Share-Based
    Compensation   F-35




---



##### Table of Contents



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


Grant Date WeightedNon-vested Shares


Average Fair ValueOutstanding as of December 31, 2006






Granted


2,621,060


US$
5.22Outstanding as of December 31, 2007


2,621,060


US$
5.22Exercisable as of December 31, 2007






  F-36




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
  Stock
    options
      Share-Based Payment
    August 7, 2006(Date of Inception)

For the Year Endedto December 31, 2006

December 31, 2007Expected volatility


70%



65%Expected dividends yield


0%



0%Expected term


6.3 years



6.23 yearsRisk-free interest rate (per annum)


5.13%



4.70%Estimated fair value of underlying ordinary shares (per share)


US$4.74



US$24.57        F-37




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
    Number of


Weighted


Weighted AverageStock


Average


Remaining


Aggregate IntrinsicOptions


Exercise Price


Contractual Term


ValueOutstanding as of August 7, 2006






Granted on December 28, 2006


610,929


US$
2.10Exercised






Forfeited or expired






Outstanding as of December 31, 2006


610,929


US$
2.10Granted


815,700


US$
23.65Exercised






Forfeited or expired






Outstanding as of December 31, 2007


1,426,629


US$
14.42



9.44 years


US$
34,634,855Exercisable as of December 31, 2007


152,732


US$
2.10



9 years


US$
5,590,000     (14)
    Redeemable
    Convertible Preferred Shares     F-38




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
               F-39




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
           F-40




---



##### Table of Contents



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

Year Ended December 31,December 31, 2006

2007RMB

RMB

US$Numerator:Net income available to ordinary shares


30,016,682



389,019,986



53,329,859Accretion to Series A and B preferred shares redemption
    value


(6,968,903
)


(53,150,976
)


(7,286,346
)Earnings allocated to participating preferred shareholders


(2,478,968
)


(43,722,137
)


(5,993,768
)Numerator for basic earnings per share


20,568,811



292,146,873



40,049,745Effect of dilutive securities










Numerator for diluted earnings per share


20,568,811



292,146,873



40,049,745Denominator:Denominator for basic earnings per share
      Weighted-average ordinary shares outstanding


56,510,959



97,444,766



97,444,766Series A Preferred Share Warrant


243,416



191,544



191,544Series B Preferred Share Warrant


151,503



1,087,818



1,087,818Stock options






439,870



439,870Restricted shares






1,859,069



1,859,069Denominator for diluted earning per share


56,905,878



101,023,067



101,023,067Basic earnings per share


0.36



3.00



0.41Diluted earnings per share


0.36



2.89



0.40      F-41




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
            (16)  Related-Party
    Transactions
  (a) Accounts
    receivable from a related party:
  December 31,2006

December 31, 2007RMB

RMB

US$Accounts receivable due from Tibetan Yingli






4,023,685



551,598    F-42




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
  (b) Amounts
    due from related parties:
  December 31,2006

December 31, 2007RMB

RMB

US$Prepayments for material purchases


4,857,752



373,876,497



51,253,872Other


8,300,000



4,248,841



582,464Total amounts due from related parties


13,157,752



378,125,338



51,836,336   Prepayments
    for material purchases
      Other
       F-43




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
    (c) Capital
    Subscription Receivable
    (d) Amounts
    due to related parties
  December 31,2006

December 31, 2007RMB

RMB

US$Borrowings from related parties


(31,849,352
)






Payables to related parties


(1,991,793
)


(6,097,376
)


(835,875
)Total amounts due to related parties


(33,841,145
)


(6,097,376
)


(835,875
)   Borrowings
    from related parties
            Payables
    to related parties
   F-44




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
          (e) Dividend
    payable
    (17)
    Capital
    Commitments      (18)
    Step-up
    Acquisitions  (a) Goodwill
   F-45




---



##### Table of Contents



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


Acquisition of additional equity interest in Tianwei Yingli


3,984,994Balances as of December 31, 2006


3,984,994Acquisition of additional equity interest in Tianwei Yingli


23,587,789Acquisition of additional equity interest in Chengdu Yingli


283,431Balances as of December 31, 2007


27,856,214US$


3,818,745      F-46




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
    November 20,

December 18,2006

2006

June 25, 2007RMB

RMB

RMB

US$Total cash consideration


130,940,000



484,840,000



908,600,000



124,557,892Less: Ownership interest in cash consideration


(70,681,412
)


(301,231,092
)


(637,019,460
)


(87,327,538
)Net cash consideration


60,258,588



183,608,908



271,580,540



37,230,354Net tangible assets acquired (excluding deferred taxes)


11,513,895



34,344,841



96,323,911



13,204,824Deferred tax liabilities, net


(3,622,301
)


(11,536,871
)


(16,084,087
)


(2,204,931
)Identifiable intangible assets:Trademarks


5,044,000



10,554,310



28,018,977



3,841,057Technical know-how


25,432,000



82,176,443



51,301,026



7,032,740Customer relationships


7,141,000



15,485,165



23,395,445



3,207,228Order backlog


2,268,000



9,683,048



6,623,799



908,042Short-term supplier contracts


2,761,000



1,541,827







Long-term supplier contracts


5,736,000



41,360,145



58,413,680



8,007,798Goodwill


3,984,994







23,587,789



3,233,596Purchase price allocated


60,258,588



183,608,908



271,580,540



37,230,354     (b) Intangible
    assets
    December 31, 2006Amortization

Gross Carrying

AccumulatedPeriod

Amount

Amortization

Intangibles, NetYears

RMB

RMB

RMBTrademark

Indefinite


15,598,310







15,598,310Technical know-how

6


107,608,443



(927,492
)


106,680,951Customer relationship

6


22,626,165



(218,269
)


22,407,896Order backlog

1.5


11,951,048



(383,179
)


11,567,869Short-term supplier agreements

Less than 1 year


4,302,827



(716,344
)


3,586,483Long-term supplier agreements

3-9 beginning 2009


47,096,145







47,096,145Total




209,182,938



(2,245,284
)


206,937,654   F-47




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
  December 31, 2007Amortization

Gross Carrying

AccumulatedPeriod

Amount

Amortization

Intangibles, NetYears

RMB

RMB

RMB

US$Trademark

Indefinite


43,617,287







43,617,287



5,979,394Technical know-how

5.5-6


158,909,469



(23,525,969
)


135,383,500



18,559,414Customer relationship

5.5-6


46,021,610



(6,116,154
)


39,905,456



5,470,548Order backlog

1-1.5


18,574,847



(11,662,437
)


6,912,410



947,606Short-term supplier agreements

less than 1 year


4,302,827



(4,302,827
)






Long-term supplier agreements

3-9 beginning, 2009


105,509,825







105,509,825



14,464,100Total




376,935,865



(45,607,387
)


331,328,478



45,421,062        F-48




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
    December 31,RMB2008


42,199,3482009


47,520,1252010


47,520,1252011


47,520,1252012


46,374,357231,134,080   (19)
    Net
    Assets Purchase  EITF 98-3 Determining Whether a Nonmonetory Transaction Involves
    Receipt of Productive Assets or of a Business.
  RMBAssets acquired:Property, plant and equipment


3,042,347Land use rights


6,984,391Other assets


67,548Deferred income tax assets


228,998Total assets acquired


10,323,284Liabilities assumed:Short term borrowing


70,000Accounts payable


171,512Unpaid salary and welfare costs


7,626,712Income tax payable


1,455,060Total liabilities assumed


9,323,284  F-49




---



##### Table of Contents



YINGLI
    GREEN ENERGY HOLDING COMPANY LIMITED AND SUBSIDIARIES
  AND
  BAODING
    TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD. AND SUBSIDIARY
  (Predecessor)
  Notes to
    Consolidated Financial Statements 
    (Continued)
  (20)
    Geographic
    Revenue Information    PredecessorFrom


August 7, 2006Year Ended

January 1, 2006


(Date of Inception)December 31,

to September 4,


to December 31,

Year Ended December 31,2005

2006


2006

2007RMB

RMB


RMB

RMB

US$Europe: Germany


238,983,858



602,785,544




406,889,138



889,036,642



121,875,996 Spain


28,500,778



78,595,263




157,473,909



2,606,124,763



357,267,672 Austria


19,971,063
















 Italy


1,154,196



1,610,396








292,835,946



40,144,209 Others


7,432,650



64,640,368




22,202,092



6,916,879



948,220Subtotal  Europe


296,042,545



747,631,571




586,565,139



3,794,914,230



520,236,097PRC (excluding HK SAR, Macau and Taiwan)


57,292,144



30,940,554




50,027,539



61,097,703



8,375,744HK SAR






83,799,181




70,785,984



103,794,192



14,228,908United States of America


6,462,421



13,502




40,563,727



36,181,559



4,960,047Other countries


4,984,512



32,961,274




6,854,577



63,341,230



8,683,304Total gross revenue


364,781,622



895,346,082




754,796,966



4,059,328,914



556,484,100Sales tax and surcharge


(2,987,288
)


(11,357,591
)



(4,208
)


(6,207
)


(851
)Total net revenues


361,794,334



883,988,491




754,792,758



4,059,322,707



556,483,249   (21)
    Subsequent
    Event   F-50