Yingli Green Energy Holding Company Limited


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Table of Contents

 

Filed pursuant to Rule 424(b)(4)

 

Registration No. 333-147223

 

 



 

 

Yingli Green Energy Holding Company Limited

 

5,600,000 American Depositary Shares

 

Representing 5,600,000 Ordinary Shares

and

US$150,000,000 Zero Coupon Convertible Senior Notes due 2012

 

 

 

 

The selling shareholders identified in this prospectus are offering an aggregate of 5,600,000 American Depositary shares, or ADSs. Concurrently, Yingli Green Energy Holding Company Limited is offering US$150,000,000 aggregate principal amount of its zero coupon convertible senior notes due 2012, or the notes. Each ADS represents one ordinary share, par value US$0.01 per share. The ADSs are evidenced by American depositary receipts, or ADRs. We will not receive any proceeds from the ADSs sold by the selling shareholders.

 

Our ADSs are listed on the New York Stock Exchange under the symbol “YGE”. On December 10, 2007, the last reported trading price for our ADSs was US$33.60 per ADS. We do not intend to list the notes on any securities exchange or automated quotation system.

 

See “Risk Factors” beginning on page 19 to read about risks you should consider before buying our ADSs or the notes.

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per


 

Total


 

 

 

 

Total


 

convertible


 

(convertible


 

 

Per ADS

 

(ADS offering)

 

note

 

note offering)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Public offering price

 

US$

31.0000

 

 

US$

173,600,000

 

 

 

100.0

%

 

US$

150,000,000

 

Underwriting discount

 

US$

1.0075

 

 

US$

5,642,000

 

 

 

2.5

%

 

US$

3,750,000

 

Proceeds, before expenses, to us

 

 



 

 

 



 

 

 

97.5

%

 

US$

146,250,000

 

Proceeds, before expenses, to the selling shareholders

 

US$

29.9925

 

 

US$

167,958,000

 

 

 



 

 

 



 

 

To the extent that the underwriters sell more than 5,600,000 ADSs, the underwriters have an option to purchase up to an aggregate of 840,000 additional ADSs from the selling shareholders at the public offering price for the ADSs less the underwriting discount. In addition, to the extent that the underwriters sell more than US$150,000,000 aggregate principal amount of the notes, the underwriters have an option to purchase up to an aggregate of an additional US$22,500,000 aggregate principal amount of the notes from us at the public offering price for the notes less the underwriting discount.

 

 

 

 

The underwriters expect to deliver the ADSs evidenced by the ADRs against payment in U.S. dollars in New York, New York on or about December 14, 2007 and the notes against payment in U.S. dollars in New York, New York on or about December 13, 2007.

 

 

 

 

 

 

 

 

Credit Suisse

Goldman Sachs (Asia) L.L.C.

Merrill Lynch & Co.

 

 

Piper Jaffray

 

 

 

 

Prospectus dated December 11, 2007.
Table of Contents

 

PROSPECTUS SUMMARY

 

This summary highlights information about Yingli Green Energy Holding Company Limited, or Yingli Green Energy, and Baoding Tianwei Yingli New Energy Resources Co., Ltd., or Tianwei Yingli, our principal operating subsidiary and about the offering contained elsewhere in this prospectus, and is qualified in its entirety by the more detailed information and financial statements contained elsewhere in this prospectus. You should carefully read the entire prospectus before making an investment decision, especially the information presented under the heading “Risk Factors” and the consolidated financial statements and notes included elsewhere in this prospectus. Yingli Green Energy was incorporated on August 7, 2006. On September 5, 2006, Yingli Group, an entity controlled by Mr. Liansheng Miao, the chairperson of the board of directors and chief executive officer of Yingli Green Energy who also controls our controlling shareholder, Yingli Power Holding Company Ltd., or Yingli Power, transferred its 51% equity interest in Tianwei Yingli to Yingli Green Energy. As Yingli Group and Yingli Green Energy were entities under common control at the time of the transfer, the 51% equity interest in Tianwei Yingli was recorded by us at the historical cost to Yingli Group, which approximated the historical carrying values of the assets and liabilities of Tianwei Yingli. For financial statements reporting purposes, Tianwei Yingli was deemed to be our predecessor for periods prior to September 5, 2006. In our discussions of the nine-month period ended September 30, 2006 and the year ended December 31, 2006, we refer to certain line items in the financial statements as “combined” for comparative purposes. These unaudited combined amounts represent the addition of the amounts for certain financial statement line items or captions of Tianwei Yingli, our predecessor, for the period from January 1, 2006 through September 4, 2006, and the amounts for the corresponding financial statement line items or captions of Yingli Green Energy, for the period from August 7, 2006 (date of inception) through September 30 or December 31, 2006, as applicable. For the period from August 7, 2006 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 nine-month period ended September 30, 2006 and the year ended December 31, 2006 do not comply with accounting principles generally accepted in the United States, or U.S. GAAP. We are including these unaudited combined amounts to supplementally provide information that 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 financial condition, results of operations or cash flows would have been in such period if Yingli Group had transferred its 51% equity interest in Tianwei Yingli to us on January 1, 2006.

 

In this prospectus, except as otherwise indicated or as the context may otherwise require, 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, Tianwei Yingli, and its consolidated subsidiaries.

 

Overview

 

We are one of the leading vertically integrated photovoltaic, or PV, product manufacturers in China. We design, manufacture and sell PV modules, and design, assemble, sell and install PV systems that are connected to an electricity transmission grid or those that operate on a stand-alone basis. With an annual production capacity of 200 megawatts for each of polysilicon ingots and wafers, PV cells and PV modules as of the date of this prospectus, we believe we are currently one of the largest manufacturers of PV products in China as measured by annual production capacity. Except for the production of polysilicon materials that are used to manufacture polysilicon ingots and wafers, our products and services substantially cover the entire PV industry value chain from the manufacture of multicrystalline polysilicon ingots and wafers, PV cells and PV modules to PV systems and PV system installation. We believe we are one of the few large-scale PV companies in China to have adopted a vertically integrated business model. Our end-products include PV modules and PV systems in different sizes and power outputs. We sell PV modules under our own brand name, Yingli, to PV

1
Table of Contents

system integrators and distributors located in various markets around the world, including Germany, Spain, Italy, China and the United States.

 

In 2002, we began producing PV modules with an initial annual production capacity of three megawatts and have significantly expanded production capacities of our PV products in the past five years to the current level. In April 2006, we launched a new expansion project in Baoding, China to increase our annual production capacity of our PV products. We currently plan to gradually expand annual production capacity of each of polysilicon ingots and wafers, PV cells and PV modules to 400 megawatts by the end of 2008 and to 600 megawatts by the end of 2009.

 

Historically, we have sold and installed PV systems in the western regions of China where substantial government-subsidized, rural electrification projects are underway. We also sell PV systems to mobile communications service providers in China for use across China and plan to export our PV systems into major international markets such as Germany, Spain, Italy and the United States. In order to promote the export of our PV systems, we have participated in the design and installation of large PV system projects undertaken by our customers overseas. For example, we cooperated with Solar-Energiedach GmbH NL in the design and installation of a one-megawatt PV system covering the roof of the Kaiserslautern soccer stadium in Germany, one of the FIFA World Cup 2006 venues. We have also been cooperating with Acciona Energia S.A. in connection with a large PV system installation project to be installed in Moura, Portugal, for which we will provide PV modules. Historically, sales of PV systems by us have not been significant. We expect our sales of PV systems to increase, although we expect such sales to remain relatively insignificant as a percentage of our net revenues in the near term.

 

Our net revenues increased from RMB 120.5 million in 2004 to RMB 361.8 million in 2005 and on a combined basis, to RMB 1,638.8 million (US$218.7 million) in 2006, and increased from RMB 1,096.2 million in the nine-month period ended September 30, 2006 on a combined basis to RMB 2,606.2 million (US$347.8 million) in the nine-month period ended September 30, 2007. Our income from operations increased from RMB 13.7 million in 2004 to RMB 83.7 million in 2005 and, on a combined basis, to RMB 366.9 million (US$49.0 million) in 2006, and increased from RMB 285.9 million in the nine-month period ended September 30, 2006 on a combined basis to RMB 412.6 million (US$55.1 million) in the nine-month period ended September 30, 2007, representing operating profit margins of 11.4%, 23.1%, 22.4%, 26.1% and 15.8%, respectively. Our net income was RMB 6.1 million in 2004, RMB 66.0 million in 2005, RMB 186.2 million in the period from January 1, 2006 through September 4, 2006, RMB 30.0 million (US$4.0 million) for the period from August 7, 2006 (date of inception) through December 31, 2006, RMB 19.1 million (US$2.5 million) for the period from August 7, 2006 (date of inception) through September 30, 2006 and RMB 250.6 million (US$33.4 million) in the nine-month period ended September 30, 2007, representing net profit margins of 5.1%, 18.2%, 21.1%, 4.0%, 9.0% and 9.6%, respectively.

 
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