As filed with the Securities and Exchange Commission on May 22, 2007


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Table of Contents

As filed with the Securities and Exchange Commission on May 22, 2007

Registration No. 333-142851

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1 to

Form F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Yingli Green Energy Holding Company Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

 

 

 

 

Cayman Islands

3674

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

No. 3055 Middle Fuxing Road

Baoding 071051, People’s Republic of China

(86 312) 3100-500

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

 

Law Debenture Corporate Services Inc.

400 Madison Avenue, 4th Floor

New York, New York 10017

(212) 750-6474

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

 

Copies to:

Leiming Chen

Simpson Thacher & Bartlett LLP

35 th  Floor, ICBC Tower

3 Garden Road

Central, Hong Kong

(852) 2514-7600

 

Chun Wei

Sullivan & Cromwell LLP

28 th  Floor

Nine Queen’s Road Central

Hong Kong

(852) 2826-8688

 

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering.     o

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposed Maximum

 

 

 

 

 

 

Title of Each Class of

 

 

 

 

 

Offering Price per

 

 

Proposed Maximum

 

 

Amount of

Securities to be Registered

 

 

Amount to be Registered

 

 

Ordinary Share

 

 

Aggregate Offering Price

 

 

Registration Fee

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary Shares, par value US$0.01 per share (1)

 

 

33,350,000(2)(3)

 

 

US$13.00

 

 

US$433,550,000(2)(3)

 

 

US$13,310(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




 

 

 

 

(1) 

American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-142852). Each American depositary share represents one ordinary share.

 

 

 

 

 

 

(2) 

Includes (a) all ordinary shares represented by American depositary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of the distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public, and (b) an aggregate of                  ordinary shares represented by American depositary shares that are issuable upon the full exercise of the underwriters’ option to purchase additional shares, if any. These ordinary shares are not being registered for the purposes of sales outside of the United States. See “Underwriting.”

 

 

 

 

 

 

(3) 

Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933.

 

 

 

 

 

 

(4) 

Of US$13,310, US$10,745 was paid with the registration statement initially filed with the Securities and Exchange Commission on May 11, 2007, and US$2,565 is being paid herewith.

 

 

 

        The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 
Table of Contents

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated May 22, 2007

Preliminary Prospectus



Yingli Green Energy Holding Company Limited

29,000,000 American Depositary Shares

Representing 29,000,000 Ordinary Shares

 

       Yingli Green Energy Holding Company Limited is offering 26,550,000 American depositary shares, or ADSs, and Yingli Power Holding Company Ltd., our controlling shareholder, is offering an aggregate of 2,450,000 additional ADSs. 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.

       Prior to this offering, there has been no public market for our ADSs or our ordinary shares. It is currently estimated that the initial public offering price per ADS will be between US$11.00 and US$13.00. Our application to list our ADSs on the New York Stock Exchange under the symbol “YGE” has been approved.

       See “Risk Factors” beginning on page 14 to read about risks you should consider before buying our ADSs.

 

       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 ADS

 

 

Total

 

 

 

 

 

 

 

 

Public offering price

 

US$

 

 

 

US$

 

 

Underwriting discount

 

US$

 

 

 

US$

 

 

Proceeds, before expenses, to us

 

US$

 

 

 

US$

 

 

Proceeds, before expenses, to the selling shareholder

 

US$

 

 

 

US$

 

 
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