LONG [eLong,] 20-F: (Original Filing)

[TABLE OFNTENTS Page PART I Item1: Identity of Directors, Senior Management andvisers 3 Item2: Offer Statistics and Expected Timetable 3 Item3: Key Information 3 Item4: Information on thempany 17 Item4A: Unresolved Staffmments 31 Item5: Operating and Financial Review and Prospects 31 Item6: Directors, Senior Management and Employees] [AMENDMENT TO EMPLOYMENTREEMENTmpany Employee Employmentreement WHEREAS, eLong, (the WHEREAS, afternsultation, thempany and the Employee wish to amend certain terms of the Employmentreement. Amendment NOW, THEREFORE, thempany and the Employee enter into this Amendment to Employmentreement (the Section3(b) 1. the greater of 1,900,000 RMB or one hundred percent (100%)] [WAIVER OF NON-COMPETITIONVENANT Waiver Effectivetempany eLongNet Expedia Expediaia Pacific-Alpha This WAIVER (this RECITALS WHEREAS IACTia Pacific IACreement rd WHEREAS WHEREAS WHEREAS Hotels.com WHEREAS Non-Competevenant WHEREAS www.hotels.cn Hotels.cn Web Site Purpose Private Labelreement Profit Sharereement WHEREAS NOW, THEREFORE Waiver of Non-Competitionvenant] [AGREEMENTreementmpany eLongNet Expedia Expediaia Pacific-Alpha ThisREEMENT (the RECITALS WHEREAS Hi-Tech eLong Parties IACTia Pacific IAC Transactionreement WHEREAS Expediaia Pacific-Alpha WHEREAS WHEREAS Non-Competevenant NOW, THEREFORE Non-Competevenant; TripAdvisorChina 1. TripAdvisor provided that Each of the eLong Parties hereby waives any rights which any of the eLong Parties may possess under the Non-Competevenant with respect to the TripAdvisorChina] [ELONG, SECTION 1. Purpose; Definitions The purpose of the Plan is to give thempany ampetitivevantage in attracting, retaining and motivating officers, employees, directors andnsultants and to provide thempany and its Affiliates with a share andentive plan granting Awards to provideentives directly linked to shareholder value.] [Third Amended and Restated Loanreement The Amended and Restated Loanreement is executed on April21, 2008 by the following each parties. Legaldress: eLong, (hereinafter Party A)dress: ID No.: Justin Tang (hereinafter Party B) Residence: ID No.: Guangfu Cui (hereinafter Party C) Residence: th ID No.: Jack Wang (hereinafter Party D)] [Third Amended and Restated Equity Interests Pledgereement This Amended and Restated Equity Interests Pledgereement (thereement) is entered into on they of April21, 2008 by and between the following parties: Pledgee:dress: Legal Representative: Pledgor: ID No.:dress: WHEREAS, www.elong.com (1). Beijing eLong is a wholly domestic-ownedmpany registered under the Peoples Republic of China (hereinafter China) laws and] [Third Amended and Restated Equity Interests Pledgereement This Amended and Restated Equity Interests Pledgereement (thereement) is entered into on they of April21, 2008 by and between the following parties: Pledgee:dress: Legal Representative: Pledgor: ID No.:dress: th WHEREAS, www.elong.com (1). Beijing eLong is a wholly domestic-ownedmpany registered under the Peoples Republic of China (hereinafter China) laws] [Third Amended and Restated Exclusive Purchase Rightreement Registereddress: eLong.Inc (hereinafter Party A) ID No.:dress: Guangfu Cui (hereinafter Party B) Registereddress: nd , Legal Representative: Beijing eLong Information Technology (hereinafter Party C) Registereddress: Legal Representative: eLongNet Information Technology (Beijing) (hereinafter Party D) WHEREAS:] [Third Amended and Restated Exclusive Purchase Rightreement Registereddress: eLong.Inc (hereinafter Party A) ID No.:dress: th Jack Wang (hereinafter Party B) Registereddress: nd , Legal Representative: Beijing eLong Information Technology (hereinafter Party C) Registereddress: Legal Representative: eLongNet Information Technology (Beijing) (hereinafter Party D)] [Third Amended and Restated Business Operationreement This Amended and Restated Business Operationreement (hereinafter thereement) is entered into on they of April21, 2008 (hereinafter the Effectivete) among the following parties: eLong Net Information Technology (Beijing) (hereinafter Party A)dress: Legal Representative:dress: nd Legal Representative:] [Company eLong, (the Justin Tang Guangfu Cui Jack Wang Letterreementia Media Beijing Information Whereas Justin Tang and Guangfu Cui are the shareholders of Beijingia Media Interactivevertising ( Priorreements Whereas Justin Tang, Guangfu Cui and Jack Wang have entered into certainreements with thempany and with other subsidiaries, affiliates and variable interest entities (the] [Subsidiaries: eLongNet Information Technology (Beijing) ampany. Bravado Investments Limited, a British Virgin Islandsmpany. Shanghai Xinwangmputer Technology ampany. Variable Interest Entities: Beijing eLong Information Technology ampany. Beijing eLong Air Services ampany. Beijing eLong International Travel ampany.] [I, Guangfu Cui, certify that: 1. I have reviewed this annual report on Form20-F of eLong,; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [I, Mike Doyle, certify that: 1. I have reviewed this annual report on Form20-F of eLong,; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [eLong, CERTIFICATIONmpany Report (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2008 and results of operations of thempany for the year ended December31, 2008. c86271exv13w1.htm 16 EX-13.1] [CERTIFICATIONmpany Report (3) (4) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2008 and results of operations of thempany for the year ended December31, 2008. c86271exv13w2.htm 17 EX-13.2] [Consent of Independent Registered Public Accounting Firm Wensent to theorporation by reference in the Registration Statement (Form S-8 No. 333-126381) pertaining to eLong, Stock Option Planted April18, 2001 and eLong, Stock and Annualentive Planted July23, 2004 of our reportsted June2, 2009, with respect to thensolidated financial statements of eLong, and the effectiveness of internalntrol over] [Consent of Independent Registered Public Accounting Firm The Board of Directors of eLong,: Wensent to theorporation by reference in the registration statement (No.333-126381) on Form S-8 of eLong, of our reportted June24, 2008, with respect to thensolidated balance sheet of eLong, of December31, 2007, and the relatednsolidated statements of operations, shareholders equity andmprehensiveome (loss), andsh] [[Letterhead of TransAsia Lawyers] 17 June2009 eLong, Dear Sirs: Yours faithfully, / c86271exv15w3.htm 20 EX-15.3]

By | 2016-02-07T02:37:19+00:00 June 18th, 2009|Categories: Chinese Stocks, LONG, SEC Original|Tags: , , , , , |0 Comments
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LONG [eLong,] 20-F: TABLE OFNTENTS Page PART I Item1: Identity of

[TABLE OFNTENTS Page PART I Item1: Identity of Directors, Senior Management andvisers 3 Item2: Offer Statistics and Expected Timetable 3 Item3: Key Information 3 Item4: Information on thempany 17 Item4A: Unresolved Staffmments 31 Item5: Operating and Financial Review and Prospects 31 Item6: Directors, Senior Management and Employees] [AMENDMENT TO EMPLOYMENTREEMENTmpany Employee Employmentreement WHEREAS, eLong, (the WHEREAS, afternsultation, thempany and the Employee wish to amend certain terms of the Employmentreement. Amendment NOW, THEREFORE, thempany and the Employee enter into this Amendment to Employmentreement (the Section3(b) 1. the greater of 1,900,000 RMB or one hundred percent (100%)] [WAIVER OF NON-COMPETITIONVENANT Waiver Effectivetempany eLongNet Expedia Expediaia Pacific-Alpha This WAIVER (this RECITALS WHEREAS IACTia Pacific IACreement rd WHEREAS WHEREAS WHEREAS Hotels.com WHEREAS Non-Competevenant WHEREAS www.hotels.cn Hotels.cn Web Site Purpose Private Labelreement Profit Sharereement WHEREAS NOW, THEREFORE Waiver of Non-Competitionvenant] [AGREEMENTreementmpany eLongNet Expedia Expediaia Pacific-Alpha ThisREEMENT (the RECITALS WHEREAS Hi-Tech eLong Parties IACTia Pacific IAC Transactionreement WHEREAS Expediaia Pacific-Alpha WHEREAS WHEREAS Non-Competevenant NOW, THEREFORE Non-Competevenant; TripAdvisorChina 1. TripAdvisor provided that Each of the eLong Parties hereby waives any rights which any of the eLong Parties may possess under the Non-Competevenant with respect to the TripAdvisorChina] [ELONG, SECTION 1. Purpose; Definitions The purpose of the Plan is to give thempany ampetitivevantage in attracting, retaining and motivating officers, employees, directors andnsultants and to provide thempany and its Affiliates with a share andentive plan granting Awards to provideentives directly linked to shareholder value.] [Third Amended and Restated Loanreement The Amended and Restated Loanreement is executed on April21, 2008 by the following each parties. Legaldress: eLong, (hereinafter Party A)dress: ID No.: Justin Tang (hereinafter Party B) Residence: ID No.: Guangfu Cui (hereinafter Party C) Residence: th ID No.: Jack Wang (hereinafter Party D)] [Third Amended and Restated Equity Interests Pledgereement This Amended and Restated Equity Interests Pledgereement (thereement) is entered into on they of April21, 2008 by and between the following parties: Pledgee:dress: Legal Representative: Pledgor: ID No.:dress: WHEREAS, www.elong.com (1). Beijing eLong is a wholly domestic-ownedmpany registered under the Peoples Republic of China (hereinafter China) laws and] [Third Amended and Restated Equity Interests Pledgereement This Amended and Restated Equity Interests Pledgereement (thereement) is entered into on they of April21, 2008 by and between the following parties: Pledgee:dress: Legal Representative: Pledgor: ID No.:dress: th WHEREAS, www.elong.com (1). Beijing eLong is a wholly domestic-ownedmpany registered under the Peoples Republic of China (hereinafter China) laws] [Third Amended and Restated Exclusive Purchase Rightreement Registereddress: eLong.Inc (hereinafter Party A) ID No.:dress: Guangfu Cui (hereinafter Party B) Registereddress: nd , Legal Representative: Beijing eLong Information Technology (hereinafter Party C) Registereddress: Legal Representative: eLongNet Information Technology (Beijing) (hereinafter Party D) WHEREAS:] [Third Amended and Restated Exclusive Purchase Rightreement Registereddress: eLong.Inc (hereinafter Party A) ID No.:dress: th Jack Wang (hereinafter Party B) Registereddress: nd , Legal Representative: Beijing eLong Information Technology (hereinafter Party C) Registereddress: Legal Representative: eLongNet Information Technology (Beijing) (hereinafter Party D)] [Third Amended and Restated Business Operationreement This Amended and Restated Business Operationreement (hereinafter thereement) is entered into on they of April21, 2008 (hereinafter the Effectivete) among the following parties: eLong Net Information Technology (Beijing) (hereinafter Party A)dress: Legal Representative:dress: nd Legal Representative:] [Company eLong, (the Justin Tang Guangfu Cui Jack Wang Letterreementia Media Beijing Information Whereas Justin Tang and Guangfu Cui are the shareholders of Beijingia Media Interactivevertising ( Priorreements Whereas Justin Tang, Guangfu Cui and Jack Wang have entered into certainreements with thempany and with other subsidiaries, affiliates and variable interest entities (the] [Subsidiaries: eLongNet Information Technology (Beijing) ampany. Bravado Investments Limited, a British Virgin Islandsmpany. Shanghai Xinwangmputer Technology ampany. Variable Interest Entities: Beijing eLong Information Technology ampany. Beijing eLong Air Services ampany. Beijing eLong International Travel ampany.] [I, Guangfu Cui, certify that: 1. I have reviewed this annual report on Form20-F of eLong,; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [I, Mike Doyle, certify that: 1. I have reviewed this annual report on Form20-F of eLong,; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [eLong, CERTIFICATIONmpany Report (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2008 and results of operations of thempany for the year ended December31, 2008. c86271exv13w1.htm 16 EX-13.1] [CERTIFICATIONmpany Report (3) (4) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2008 and results of operations of thempany for the year ended December31, 2008. c86271exv13w2.htm 17 EX-13.2] [Consent of Independent Registered Public Accounting Firm Wensent to theorporation by reference in the Registration Statement (Form S-8 No. 333-126381) pertaining to eLong, Stock Option Planted April18, 2001 and eLong, Stock and Annualentive Planted July23, 2004 of our reportsted June2, 2009, with respect to thensolidated financial statements of eLong, and the effectiveness of internalntrol over] [Consent of Independent Registered Public Accounting Firm The Board of Directors of eLong,: Wensent to theorporation by reference in the registration statement (No.333-126381) on Form S-8 of eLong, of our reportted June24, 2008, with respect to thensolidated balance sheet of eLong, of December31, 2007, and the relatednsolidated statements of operations, shareholders equity andmprehensiveome (loss), andsh] [[Letterhead of TransAsia Lawyers] 17 June2009 eLong, Dear Sirs: Yours faithfully, / c86271exv15w3.htm 20 EX-15.3]

By | 2016-02-07T02:38:49+00:00 June 18th, 2009|Categories: Chinese Stocks, LONG, Webplus ver|Tags: , , , , , |0 Comments
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YGE [YINGLI GREEN ENERGY CO] 20-F: (Original Filing)

[] [DATED AS OF APRIL 7, 2009 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED Agreement Company RECITALS AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows: 1. CERTAIN DEFINITIONS As used in this Agreement, the following terms shall have the following respective meanings: Adjusted Strike Price “ Adjustment Event “] [[FORM OF FACE OF NOTE] YINGLI GREEN ENERGY HOLDING COMPANY LIMITED 10.0% GUARANTEED SENIOR SECURED CONVERTIBLE NOTES DUE 2012 No. 1 $20,000,000 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED Company Interest Payment Date provided provided Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the holder of this Note] [YINGLI GREEN ENERGY HOLDING COMPANY LIMITED as the Company YINGLI POWER HOLDING COMPANY LTD. YINGLI POWER HOLDING COMPANY LTD. as the Chargor and DB TRUSTEES (HONG KONG) LIMITED INDENTURE Dated January 16, 2009 10.0% Guaranteed Senior Secured Convertible Notes due 2012 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 2 Section 1.02. Rules of Construction 21 ARTICLE 2] [SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 21, 2009, is entered into by and between YINGLI GREEN ENERGY HOLDING COMPANY LIMITED, a company incorporated in the Cayman Islands (hereinafter called the “Company”) and DB TRUSTEES (HONG KONG) LIMITED, a company incorporated under the laws of Hong Kong, as trustee hereunder (hereinafter called the “Trustee”). Unless] [NOTE PURCHASE AGREEMENT by and among YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND TRUSTBRIDGE PARTNERS II, L.P. Dated: January 7, 2009 Agreement Company Purchaser This Note Purchase Agreement (this “ BVI Cyber Power Cyber Power Acquisition Grand Avenue Cyber Power Acquisition Purchase Price WHEREAS, the Company proposes to purchase all the Capital Stock (as defined below) of Cyber Power Group] [SHARE PURCHASE AGREEMENT Between GRAND AVENUE GROUP LIMITED and YINGLI GREEN ENERGY HOLDING COMPANY LIMITED Dated as of January 7, 2009 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Certain Defined Terms 1 SECTION 1.02. Definitions 5 SECTION 1.03. Interpretation and Rules of Construction 6 ARTICLE II PURCHASE AND SALE SECTION 2.01. Purchase and Sale of the Shares 6] [CONTRACT NO: 2009 ADM CAPITAL NO. 1 CREDIT AGREEMENT DATED 24 JANUARY 2009 by GOLD SUN DAY LIMITED and YINGLI ENERGY (CHINA) COMPANY LIMITED i TABLE OF CONTENTS 1. Definitions 1 2. Commitment 5 3. Purpose 5 4. Term 5 5. Interest Rate and Interests 5 6. Interest on Overdue Amounts 6 7. Conditions Precedent to Drawdown 6 8. Drawdown] [GUARANTEE AND UNDERTAKING DATED 24 JANUARY 2009 By YINGLI GREEN ENERGY HOLDING COMPANY LIMITED RELATING TO A CREDIT FACILITY FOR YINGLI ENERGY (CHINA) COMPANY LIMITED CONTENTS Clause Page 1. Interpretation 1 2. Guarantee and Indemnity 12 3. 15 4. Taxes 15 5. Payments 17 6. 18 7. Information Covenants 26 8. Financial Covenants 29 9. General Covenants 38 10. Release] [SHARE MORTGAGE DATED 13 FEBRUARY 2009 BETWEEN CYBER POWER GROUP LIMITED and GOLD SUN DAY LIMITED CONTENTS Clause Page 1. Interpretation 1 2. Creation of Security 2 3. Representations — general 3 4. Restrictions on dealings 5 5. Security Assets 6 6. When Security becomes enforceable 8 7. Enforcement of Security 9 8. Receiver 10 9. Powers of Receiver 10] [ACCOUNT CHARGE DATED 13 FEBRUARY 2009 BETWEEN CYBER POWER GROUP LIMITED and GOLD SUN DAY LIMITED CONTENTS Clause Page 1. Interpretation 1 2. Creation of Security 2 3. Representations — General 3 4. Restrictions on dealings 6 5. Account 6 6. When Security becomes enforceable 8 7. Enforcement of Security 8 8. Receiver 9 9. Powers of Receiver 10 10.] [SECURITY AGREEMENT DATED 13 FEBRUARY 2009 BETWEEN CYBER LIGHTING HOLDING COMPANY LIMITED and GOLD SUN DAY LIMITED CONTENTS Clause Page 1. Interpretation 3 2. Creation of Security 5 3. 8 4. Restrictions on dealings 11 5. Land 11 6. Investments 15 7. Intellectual Property 18 8. Accounts 19 9. Relevant contracts 21 10. When Security becomes enforceable 22 11. Enforcement] [EQUITY PLEDGE CONTRACT DATED FEBRUARY 13, 2009 by CYBER POWER GROUP LIMITED and FINE SILICON CO., LTD and GOLD SUN DAY LIMITED Equity Pledge Contract PREAMBLE Contract THIS EQUITY PLEDGE CONTRACT (the BY AND AMONG (1) Chargor Cyber Power Group Limited, a limited liability company incorporated in the British Virgin Islands with its legal registered address at P.O. Box 957,] [Contract No.: 1300401212008510121 CHINA DEVELOPMENT BANK Type of Loan: Self-Operated Foreign Exchange Loan Name of Project: Yingli’s To-Be-Built New 100MW Polysilicon (Annual Capacity) Solar Cell Project Borrower: Yingli Energy (China) Company Limited Lender: China Development Bank December 22, 2008 Table of Contents Article I Definitions 2 Article II Loan Commitment Amount 3 Article III Purpose of Use of the Loan] [Pledge Contract under Loan Contract No. 1300401212008510121 RECEIVABLES PLEDGE CONTRACT IN CONNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Pledgor: Yingli Energy (China) Company Limited Pledgee: China Development Bank Pledgor: Yingli Energy (China) Company Limited Domicile: No.3399, Chao Yang North Road, Baoding, Hebei Province Pledgee: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing 2 Yingli Energy (China) Company] [Mortgage Contract under Loan Contract No. 1300401212008510121 MORTGAGE CONTRACT IN CONNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Mortgagor: Yingli Energy (China) Company Limited Mortgagee: China Development Bank 1 Mortgagor: Yingli Energy (China) Company Limited Domicile: No.3399, Chao Yang North Road, Baoding, Hebei Province Mortgagee: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing Shijiazhuang Head of the Handling] [Guarantee Contract under Loan Contract No. 1300401212008510121 GUARANTEE CONTRACT IN CONNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Guarantor: Baoding Tianwei Yingli New Energy Resources Company Limited Guarantor: Baoding Tianwei Yingli New Energy Resources Company Limited Domicile: No.3055, Fuxing Middle Road, National New& High-Tech Industrial Lender: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing 2 Yingli Energy (China)] [LOAN CONTRACT (Export Seller’s Credit for General M&E Products and High-Tech Products) 2009 Jing 19031 Contract No.: ( TABLE OF CONTENTS Title Page Chapter 1 Amount, Purpose and Term of the Loan 1 Chapter 2 Interest Rate and Interest Calculation and Collection 2 Chapter 3 Drawdown of the Loan 3 Chapter 4 Representations and Covenants of the Borrower 3 Chapter] [NOTICE OF AMENDMENT OR CANCELLATION OF CONTRACT Client Name Unitec Europa, S.A. Date of Execution February 26, 2007 Contract Number YL-UE-070302 Total Volume 20 mega watt Product Model & YL120(23)P1335X990 Unit Price 2.83 EUR/WP Total Price 56,600,000.00EUR Term of Payment payment by 90-day promissory note Time of Delivery Feb: 1 mega watt; Mar: 1 mega watt; Apr: 2 mega watt;] [NOTICE OF AMENDMENT OR CANCELLATION OF CONTRACT Client Name Acciona Energia Date of Execution November 9, 2006 Contract Number YL-AE-1061109 Total Volume 14 mega watt out of 42 mega watt Product Model & YL170(23)P1335X990 Unit Price 3.776 USD/WP Total Price US$158,592,000.00 Term of Payment 20% pre-payment, 80% L/C-at-Sight Time of Delivery 7 mega watt lots per quarter in 2007, 7] [SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of June 15, 2009, is entered into by and between YINGLI GREEN ENERGY HOLDING COMPANY LIMITED, a company incorporated in the Cayman Islands (hereinafter called the “Company”) and DB TRUSTEES (HONG KONG) LIMITED, a company incorporated under the laws of Hong Kong, as trustee hereunder (hereinafter called] [Yingli Green Energy Holding Company Limited Jurisdiction of Name Incorporation Cyber Power Group Limited British Virgin Islands Yingli Green Energy Capital Holding Company Limited British Virgin Islands Yingli Green Energy (International) Holding Company Limited British Virgin Islands Yingli Green Energy Americas, Inc. Delaware Yingli Green Energy Europe GmbH Germany Yingli Green Energy Greece Sales GmbH Germany Cyber Lighting Holding Company] [Certification by the Chief Executive Officer I, Liansheng Miao, Chief Executive Officer of Yingli Green Energy Holding Company Limited, certify that: 1. I have reviewed this annual report on Form 20-F of Yingli Green Energy Holding Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a] [Certification by the Chief Financial Officer I, Zongwei Li, Chief Financial Officer of Yingli Green Energy Holding Company Limited (the “Company”), certify that: 1. I have reviewed this annual report on Form 20-F of Yingli Green Energy Holding Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 25 h03417exv13w1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 26 h03417exv13w2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors We consent to the incorporation by reference in the registration statement No. 333-148353 on Form S-8 of Yingli Green Energy Holding Company Limited and in the registration statement No. 333-155782 on Form F-3 of Yingli Green Energy Holding Company Limited of our reports dated June 15, 2009, with respect]

By | 2016-02-28T19:21:28+00:00 June 15th, 2009|Categories: Chinese Stocks, SEC Original, YGE|Tags: , , , , , |0 Comments
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YGE [YINGLI GREEN ENERGY CO] 20-F:

[] [DATED AS OF APRIL 7, 2009 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED Agreement Company RECITALS AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows: 1. CERTAIN DEFINITIONS As used in this Agreement, the following terms shall have the following respective meanings: Adjusted Strike Price “ Adjustment Event “] [[FORM OF FACE OF NOTE] YINGLI GREEN ENERGY HOLDING COMPANY LIMITED 10.0% GUARANTEED SENIOR SECURED CONVERTIBLE NOTES DUE 2012 No. 1 $20,000,000 YINGLI GREEN ENERGY HOLDING COMPANY LIMITED Company Interest Payment Date provided provided Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the holder of this Note] [YINGLI GREEN ENERGY HOLDING COMPANY LIMITED as the Company YINGLI POWER HOLDING COMPANY LTD. YINGLI POWER HOLDING COMPANY LTD. as the Chargor and DB TRUSTEES (HONG KONG) LIMITED INDENTURE Dated January 16, 2009 10.0% Guaranteed Senior Secured Convertible Notes due 2012 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 2 Section 1.02. Rules of Construction 21 ARTICLE 2] [SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 21, 2009, is entered into by and between YINGLI GREEN ENERGY HOLDING COMPANY LIMITED, a company incorporated in the Cayman Islands (hereinafter called the “Company”) and DB TRUSTEES (HONG KONG) LIMITED, a company incorporated under the laws of Hong Kong, as trustee hereunder (hereinafter called the “Trustee”). Unless] [NOTE PURCHASE AGREEMENT by and among YINGLI GREEN ENERGY HOLDING COMPANY LIMITED AND TRUSTBRIDGE PARTNERS II, L.P. Dated: January 7, 2009 Agreement Company Purchaser This Note Purchase Agreement (this “ BVI Cyber Power Cyber Power Acquisition Grand Avenue Cyber Power Acquisition Purchase Price WHEREAS, the Company proposes to purchase all the Capital Stock (as defined below) of Cyber Power Group] [SHARE PURCHASE AGREEMENT Between GRAND AVENUE GROUP LIMITED and YINGLI GREEN ENERGY HOLDING COMPANY LIMITED Dated as of January 7, 2009 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Certain Defined Terms 1 SECTION 1.02. Definitions 5 SECTION 1.03. Interpretation and Rules of Construction 6 ARTICLE II PURCHASE AND SALE SECTION 2.01. Purchase and Sale of the Shares 6] [CONTRACT NO: 2009 ADM CAPITAL NO. 1 CREDIT AGREEMENT DATED 24 JANUARY 2009 by GOLD SUN DAY LIMITED and YINGLI ENERGY (CHINA) COMPANY LIMITED i TABLE OF CONTENTS 1. Definitions 1 2. Commitment 5 3. Purpose 5 4. Term 5 5. Interest Rate and Interests 5 6. Interest on Overdue Amounts 6 7. Conditions Precedent to Drawdown 6 8. Drawdown] [GUARANTEE AND UNDERTAKING DATED 24 JANUARY 2009 By YINGLI GREEN ENERGY HOLDING COMPANY LIMITED RELATING TO A CREDIT FACILITY FOR YINGLI ENERGY (CHINA) COMPANY LIMITED CONTENTS Clause Page 1. Interpretation 1 2. Guarantee and Indemnity 12 3. 15 4. Taxes 15 5. Payments 17 6. 18 7. Information Covenants 26 8. Financial Covenants 29 9. General Covenants 38 10. Release] [SHARE MORTGAGE DATED 13 FEBRUARY 2009 BETWEEN CYBER POWER GROUP LIMITED and GOLD SUN DAY LIMITED CONTENTS Clause Page 1. Interpretation 1 2. Creation of Security 2 3. Representations — general 3 4. Restrictions on dealings 5 5. Security Assets 6 6. When Security becomes enforceable 8 7. Enforcement of Security 9 8. Receiver 10 9. Powers of Receiver 10] [ACCOUNT CHARGE DATED 13 FEBRUARY 2009 BETWEEN CYBER POWER GROUP LIMITED and GOLD SUN DAY LIMITED CONTENTS Clause Page 1. Interpretation 1 2. Creation of Security 2 3. Representations — General 3 4. Restrictions on dealings 6 5. Account 6 6. When Security becomes enforceable 8 7. Enforcement of Security 8 8. Receiver 9 9. Powers of Receiver 10 10.] [SECURITY AGREEMENT DATED 13 FEBRUARY 2009 BETWEEN CYBER LIGHTING HOLDING COMPANY LIMITED and GOLD SUN DAY LIMITED CONTENTS Clause Page 1. Interpretation 3 2. Creation of Security 5 3. 8 4. Restrictions on dealings 11 5. Land 11 6. Investments 15 7. Intellectual Property 18 8. Accounts 19 9. Relevant contracts 21 10. When Security becomes enforceable 22 11. Enforcement] [EQUITY PLEDGE CONTRACT DATED FEBRUARY 13, 2009 by CYBER POWER GROUP LIMITED and FINE SILICON CO., LTD and GOLD SUN DAY LIMITED Equity Pledge Contract PREAMBLE Contract THIS EQUITY PLEDGE CONTRACT (the BY AND AMONG (1) Chargor Cyber Power Group Limited, a limited liability company incorporated in the British Virgin Islands with its legal registered address at P.O. Box 957,] [Contract No.: 1300401212008510121 CHINA DEVELOPMENT BANK Type of Loan: Self-Operated Foreign Exchange Loan Name of Project: Yingli’s To-Be-Built New 100MW Polysilicon (Annual Capacity) Solar Cell Project Borrower: Yingli Energy (China) Company Limited Lender: China Development Bank December 22, 2008 Table of Contents Article I Definitions 2 Article II Loan Commitment Amount 3 Article III Purpose of Use of the Loan] [Pledge Contract under Loan Contract No. 1300401212008510121 RECEIVABLES PLEDGE CONTRACT IN CONNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Pledgor: Yingli Energy (China) Company Limited Pledgee: China Development Bank Pledgor: Yingli Energy (China) Company Limited Domicile: No.3399, Chao Yang North Road, Baoding, Hebei Province Pledgee: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing 2 Yingli Energy (China) Company] [Mortgage Contract under Loan Contract No. 1300401212008510121 MORTGAGE CONTRACT IN CONNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Mortgagor: Yingli Energy (China) Company Limited Mortgagee: China Development Bank 1 Mortgagor: Yingli Energy (China) Company Limited Domicile: No.3399, Chao Yang North Road, Baoding, Hebei Province Mortgagee: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing Shijiazhuang Head of the Handling] [Guarantee Contract under Loan Contract No. 1300401212008510121 GUARANTEE CONTRACT IN CONNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Guarantor: Baoding Tianwei Yingli New Energy Resources Company Limited Guarantor: Baoding Tianwei Yingli New Energy Resources Company Limited Domicile: No.3055, Fuxing Middle Road, National New& High-Tech Industrial Lender: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing 2 Yingli Energy (China)] [LOAN CONTRACT (Export Seller’s Credit for General M&E Products and High-Tech Products) 2009 Jing 19031 Contract No.: ( TABLE OF CONTENTS Title Page Chapter 1 Amount, Purpose and Term of the Loan 1 Chapter 2 Interest Rate and Interest Calculation and Collection 2 Chapter 3 Drawdown of the Loan 3 Chapter 4 Representations and Covenants of the Borrower 3 Chapter] [NOTICE OF AMENDMENT OR CANCELLATION OF CONTRACT Client Name Unitec Europa, S.A. Date of Execution February 26, 2007 Contract Number YL-UE-070302 Total Volume 20 mega watt Product Model & YL120(23)P1335X990 Unit Price 2.83 EUR/WP Total Price 56,600,000.00EUR Term of Payment payment by 90-day promissory note Time of Delivery Feb: 1 mega watt; Mar: 1 mega watt; Apr: 2 mega watt;] [NOTICE OF AMENDMENT OR CANCELLATION OF CONTRACT Client Name Acciona Energia Date of Execution November 9, 2006 Contract Number YL-AE-1061109 Total Volume 14 mega watt out of 42 mega watt Product Model & YL170(23)P1335X990 Unit Price 3.776 USD/WP Total Price US$158,592,000.00 Term of Payment 20% pre-payment, 80% L/C-at-Sight Time of Delivery 7 mega watt lots per quarter in 2007, 7] [SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of June 15, 2009, is entered into by and between YINGLI GREEN ENERGY HOLDING COMPANY LIMITED, a company incorporated in the Cayman Islands (hereinafter called the “Company”) and DB TRUSTEES (HONG KONG) LIMITED, a company incorporated under the laws of Hong Kong, as trustee hereunder (hereinafter called] [Yingli Green Energy Holding Company Limited Jurisdiction of Name Incorporation Cyber Power Group Limited British Virgin Islands Yingli Green Energy Capital Holding Company Limited British Virgin Islands Yingli Green Energy (International) Holding Company Limited British Virgin Islands Yingli Green Energy Americas, Inc. Delaware Yingli Green Energy Europe GmbH Germany Yingli Green Energy Greece Sales GmbH Germany Cyber Lighting Holding Company] [Certification by the Chief Executive Officer I, Liansheng Miao, Chief Executive Officer of Yingli Green Energy Holding Company Limited, certify that: 1. I have reviewed this annual report on Form 20-F of Yingli Green Energy Holding Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a] [Certification by the Chief Financial Officer I, Zongwei Li, Chief Financial Officer of Yingli Green Energy Holding Company Limited (the “Company”), certify that: 1. I have reviewed this annual report on Form 20-F of Yingli Green Energy Holding Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 25 h03417exv13w1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 26 h03417exv13w2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors We consent to the incorporation by reference in the registration statement No. 333-148353 on Form S-8 of Yingli Green Energy Holding Company Limited and in the registration statement No. 333-155782 on Form F-3 of Yingli Green Energy Holding Company Limited of our reports dated June 15, 2009, with respect]

By | 2016-02-28T19:22:08+00:00 June 15th, 2009|Categories: Chinese Stocks, Webplus ver, YGE|Tags: , , , , , |0 Comments
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YGE [YINGLI GREEN ENERGY] 20-F: (Original Filing)

[YINGLI GREEN ENERGYMPANY LIMITED FORM20-F ANNUAL REPORT ON Table ofntents Page PARTI Item 1. Identity of Directors, Senior Management andvisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on thempany 37 Item 4A. Unresolved Staffmments 65] [DATED OF APRIL 7, 2009 YINGLI GREEN ENERGYMPANY LIMITEDreementmpany RECITALSREEMENT NOW, THEREFORE, innsideration of the premises and the mutualreements herein set forth, the parties heretoree follows: 1. CERTAIN DEFINITIONS used in thisreement, the following terms shall have the following respective meanings:] [[FORM OF FACE OF NOTE] YINGLI GREEN ENERGYMPANY LIMITED 10.0% GUARANTEED SENIOR SECUREDNVERTIBLE NOTES DUE 2012 No.1 $20,000,000 YINGLI GREEN ENERGYMPANY LIMITEDmpany Interest Paymentte provided provided Reference is made to the further provisions of this Note set forth on the reverse hereof,luding, without limitation, provisions giving the holder of this Note the right tonvert this] [YINGLI GREEN ENERGYMPANY LIMITED thempany YINGLI POWERMPANY YINGLI POWERMPANY the Chargor and DB TRUSTEES (HONG KONG) LIMITED INDENTUREted January16, 2009 10.0% Guaranteed Senior Securednvertible Notes due 2012 TABLE OFNTENTS Page ARTICLE 1 DEFINITIONS Section1.01. Definitions 2 Section1.02. Rules ofnstruction] [SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this Supplemental Indenture),ted of May21, 2009, is entered into by and between YINGLI GREEN ENERGYMPANY LIMITED, ampanyorporated in theyman Islands (hereinafterlled thempany) and DB TRUSTEES (HONG KONG) LIMITED, ampanyorporated under the laws of Hong Kong, trustee hereunder (hereinafterlled the Trustee). Unless otherwise defined herein,l terms used herein shall have their] [NOTE PURCHASEREEMENT by and among YINGLI GREEN ENERGYMPANY LIMITED AND TRUSTBRIDGE PARTNERS II, L.P.ted: January7, 2009reementmpany Purchaser This Note Purchasereement (this BVI Cyber Power Cyber Power Acquisition Grand Avenue Cyber Power Acquisition Purchase Price WHEREAS, thempany proposes to purchasel thepital Stock (as defined below) of Cyber Power Limited (] [SHARE PURCHASEREEMENT Between GRAND AVENUE LIMITED and YINGLI GREEN ENERGYMPANY LIMITEDted of January7, 2009 TABLE OFNTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Certain Defined Terms 1 SECTION 1.02. Definitions 5 SECTION 1.03. Interpretation and Rules ofnstruction 6 ARTICLE II PURCHASE ANDLE SECTION 2.01. Purchase andle of the Shares] [CONTRACT NO: 2009MPITAL NO. 1 CREDITREEMENTTED 24 JANUARY 2009 by GOLD SUNY LIMITED and YINGLI ENERGY (CHINA)COMPANY LIMITED TABLE OFNTENTS 1. Definitions 1 2.mmitment 5 3. Purpose 5 4. Term 5 5. Interest Rate and Interests 5 6. Interest on Overdue Amounts 6 7.nditions Precedent to Drawdown] [GUARANTEE AND UNDERTAKINGTED 24 JANUARY 2009 By YINGLI GREEN ENERGYMPANY LIMITED RELATING TO A CREDIT FACILITY FOR YINGLI ENERGY (CHINA)COMPANY LIMITEDNTENTS Clause Page 1. Interpretation 1 2. Guarantee and Indemnity 12 3. 15 4. Taxes 15 5. Payments 17 6. 18 7. Informationvenants 26 8. Financialvenants] [SHARE MORTGAGETED 13 FEBRUARY 2009 BETWEEN CYBER POWER LIMITED and GOLD SUNY LIMITEDNTENTS Clause Page 1. Interpretation 1 2. Creation of Security 2 3. Representations general 3 4. Restrictions on dealings 5 5. Securitysets 6 6. When Security becomes enforceable 8 7. Enforcement of Security 9] [ACCOUNT CHARGETED 13 FEBRUARY 2009 BETWEEN CYBER POWER LIMITED and GOLD SUNY LIMITEDNTENTS Clause Page 1. Interpretation 1 2. Creation of Security 2 3. Representations General 3 4. Restrictions on dealings 6 5. Account 6 6. When Security becomes enforceable 8 7. Enforcement of Security 8 8.] [SECURITYREEMENTTED 13 FEBRUARY 2009 BETWEEN CYBER LIGHTINGMPANY LIMITED and GOLD SUNY LIMITEDNTENTS Clause Page 1. Interpretation 3 2. Creation of Security 5 3. 8 4. Restrictions on dealings 11 5. Land 11 6. Investments 15 7. Intellectual Property 18 8. Accounts 19 9. Relevantntracts] [EQUITY PLEDGENTRACTTED FEBRUARY13, 2009 by CYBER POWER LIMITED and FINE SILICON and GOLD SUNY LIMITED Equity Pledgentract PREAMBLEntract THIS EQUITY PLEDGENTRACT (the BY AND AMONG (1) Chargor Cyber Power Limited, a limited liabilitympanyorporated in the British Virgin Islands with its legal registereddress at P.O. Box 957, Offshoreorporations Centre, Road Town, Tortola, British Virgin Islands (the] [Contract No.: 1300401212008510121 CHINA DEVELOPMENT BANK Type of Loan: Self-Operated Foreign Exchange Loan Name of Project: Yinglis To-Be-Built New 100MW Polysilicon (Annualpacity) Solar Cell Project Borrower: Yingli Energy (China)mpany Limited Lender: China Development Bank December22, 2008 Table ofntents ArticleI Definitions 2 ArticleII Loanmmitment Amount 3 ArticleIII Purpose of Use of the Loan] [Pledgentract under Loanntract No.1300401212008510121 RECEIVABLES PLEDGENTRACT INNNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Pledgor: Yingli Energy (China)mpany Limited Pledgee: China Development Bank Pledgor: Yingli Energy (China)mpany Limited Domicile: No.3399, Chao Yang North Road, Baoding, Hebei Province Pledgee: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing] [Mortgagentract under Loanntract No.1300401212008510121 MORTGAGENTRACT INNNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Mortgagor: Yingli Energy (China)mpany Limited Mortgagee: China Development Bank Mortgagor: Yingli Energy (China)mpany Limited Domicile: No.3399, Chao Yang North Road, Baoding, Hebei Province Mortgagee: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing] [Guaranteentract under Loanntract No.1300401212008510121 GUARANTEENTRACT INNNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Guarantor: Baoding Tianwei Yingli New Energy Resourcesmpany Limited Guarantor: Baoding Tianwei Yingli New Energy Resourcesmpany Limited Domicile: No.3055, Fuxing Middle Road, National New& High-Tech Industrial Lender: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing] [LOANNTRACT (Export Sellers Credit for General M&E Products and High-Tech Products) 2009 Jing 19031ntract No.: ( TABLE OFNTENTS Title Page Chapter1 Amount, Purpose and Term of the Loan 1 Chapter2 Interest Rate and Interestlculation andllection 2 Chapter3 Drawdown of the Loan 3 Chapter4 Representations andvenants of the Borrower] [NOTICE OF AMENDMENT ORNCELLATION OFNTRACT Client Name Unitec Europa,te of Execution February26, 2007ntract Number YL-UE-070302 Total Volume 20 mega watt Product Model & YL120(23)P1335X990 Unit Price 2.83 EUR/WP Total Price 56,600,000.00EUR Term of Payment payment by 90-day promissory note Time of Delivery Feb: 1 mega watt; Mar: 1 mega watt; Apr: 2 mega watt; May:] [NOTICE OF AMENDMENT ORNCELLATION OFNTRACT Client Name Acciona Energiate of Execution November9, 2006ntract Number YL-AE-1061109 Total Volume 14 mega watt out of 42 mega watt Product Model & YL170(23)P1335X990 Unit Price 3.776 USD/WP Total Price US$158,592,000.00 Term of Payment 20% pre-payment, 80% L/C-at-Sight Time of Delivery 7 mega watt lots per quarter in 2007, 7] [SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture),ted of June 15, 2009, is entered into by and between YINGLI GREEN ENERGYMPANY LIMITED, ampanyorporated in theyman Islands (hereinafterlled thempany) and DB TRUSTEES (HONG KONG) LIMITED, ampanyorporated under the laws of Hong Kong, trustee hereunder (hereinafterlled the Trustee). Unless otherwise defined herein,l terms used] [Yingli Green Energympany Limited Jurisdiction of Nameorporation Cyber Power Limited British Virgin Islands Yingli Green Energypitalmpany Limited British Virgin Islands Yingli Green Energy (International)mpany Limited British Virgin Islands Yingli Green Energy Americas, Delaware Yingli Green Energy Europe Germany Yingli Green Energy Greeceles] [Certification by the Chief Executive Officer I, Liansheng Miao, Chief Executive Officer of Yingli Green Energympany Limited, certify that: 1. I have reviewed this annual report on Form 20-F of Yingli Green Energympany Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a] [Certification by the Chief Financial Officer I, Zongwei Li, Chief Financial Officer of Yingli Green Energympany Limited (thempany), certify that: 1. I have reviewed this annual report on Form 20-F of Yingli Green Energympany Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state] [Certification by the Chief Executive Officer (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. EX-13.1 h03417exv13w1.htm 25 EX-13.1] [Certification by the Chief Financial Officer (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. EX-13.2 h03417exv13w2.htm 26 EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Wensent to theorporation by reference in the registration statement No.333-148353 on Form S-8 of Yingli Green Energympany Limited and in the registration statement No. 333-155782 on Form F-3 of Yingli Green Energympany Limited of our reportsted June 15, 2009, with respect to thensolidated balance]

By | 2016-02-04T02:09:00+00:00 June 15th, 2009|Categories: Chinese Stocks, SEC Original, YGE|Tags: , , , , , |0 Comments
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YGE [YINGLI GREEN ENERGY] 20-F: YINGLI GREEN ENERGYMPANY LIMITED FORM20-F ANNUAL REPORT ON

[YINGLI GREEN ENERGYMPANY LIMITED FORM20-F ANNUAL REPORT ON Table ofntents Page PARTI Item 1. Identity of Directors, Senior Management andvisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on thempany 37 Item 4A. Unresolved Staffmments 65] [DATED OF APRIL 7, 2009 YINGLI GREEN ENERGYMPANY LIMITEDreementmpany RECITALSREEMENT NOW, THEREFORE, innsideration of the premises and the mutualreements herein set forth, the parties heretoree follows: 1. CERTAIN DEFINITIONS used in thisreement, the following terms shall have the following respective meanings:] [[FORM OF FACE OF NOTE] YINGLI GREEN ENERGYMPANY LIMITED 10.0% GUARANTEED SENIOR SECUREDNVERTIBLE NOTES DUE 2012 No.1 $20,000,000 YINGLI GREEN ENERGYMPANY LIMITEDmpany Interest Paymentte provided provided Reference is made to the further provisions of this Note set forth on the reverse hereof,luding, without limitation, provisions giving the holder of this Note the right tonvert this] [YINGLI GREEN ENERGYMPANY LIMITED thempany YINGLI POWERMPANY YINGLI POWERMPANY the Chargor and DB TRUSTEES (HONG KONG) LIMITED INDENTUREted January16, 2009 10.0% Guaranteed Senior Securednvertible Notes due 2012 TABLE OFNTENTS Page ARTICLE 1 DEFINITIONS Section1.01. Definitions 2 Section1.02. Rules ofnstruction] [SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this Supplemental Indenture),ted of May21, 2009, is entered into by and between YINGLI GREEN ENERGYMPANY LIMITED, ampanyorporated in theyman Islands (hereinafterlled thempany) and DB TRUSTEES (HONG KONG) LIMITED, ampanyorporated under the laws of Hong Kong, trustee hereunder (hereinafterlled the Trustee). Unless otherwise defined herein,l terms used herein shall have their] [NOTE PURCHASEREEMENT by and among YINGLI GREEN ENERGYMPANY LIMITED AND TRUSTBRIDGE PARTNERS II, L.P.ted: January7, 2009reementmpany Purchaser This Note Purchasereement (this BVI Cyber Power Cyber Power Acquisition Grand Avenue Cyber Power Acquisition Purchase Price WHEREAS, thempany proposes to purchasel thepital Stock (as defined below) of Cyber Power Limited (] [SHARE PURCHASEREEMENT Between GRAND AVENUE LIMITED and YINGLI GREEN ENERGYMPANY LIMITEDted of January7, 2009 TABLE OFNTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Certain Defined Terms 1 SECTION 1.02. Definitions 5 SECTION 1.03. Interpretation and Rules ofnstruction 6 ARTICLE II PURCHASE ANDLE SECTION 2.01. Purchase andle of the Shares] [CONTRACT NO: 2009MPITAL NO. 1 CREDITREEMENTTED 24 JANUARY 2009 by GOLD SUNY LIMITED and YINGLI ENERGY (CHINA)COMPANY LIMITED TABLE OFNTENTS 1. Definitions 1 2.mmitment 5 3. Purpose 5 4. Term 5 5. Interest Rate and Interests 5 6. Interest on Overdue Amounts 6 7.nditions Precedent to Drawdown] [GUARANTEE AND UNDERTAKINGTED 24 JANUARY 2009 By YINGLI GREEN ENERGYMPANY LIMITED RELATING TO A CREDIT FACILITY FOR YINGLI ENERGY (CHINA)COMPANY LIMITEDNTENTS Clause Page 1. Interpretation 1 2. Guarantee and Indemnity 12 3. 15 4. Taxes 15 5. Payments 17 6. 18 7. Informationvenants 26 8. Financialvenants] [SHARE MORTGAGETED 13 FEBRUARY 2009 BETWEEN CYBER POWER LIMITED and GOLD SUNY LIMITEDNTENTS Clause Page 1. Interpretation 1 2. Creation of Security 2 3. Representations general 3 4. Restrictions on dealings 5 5. Securitysets 6 6. When Security becomes enforceable 8 7. Enforcement of Security 9] [ACCOUNT CHARGETED 13 FEBRUARY 2009 BETWEEN CYBER POWER LIMITED and GOLD SUNY LIMITEDNTENTS Clause Page 1. Interpretation 1 2. Creation of Security 2 3. Representations General 3 4. Restrictions on dealings 6 5. Account 6 6. When Security becomes enforceable 8 7. Enforcement of Security 8 8.] [SECURITYREEMENTTED 13 FEBRUARY 2009 BETWEEN CYBER LIGHTINGMPANY LIMITED and GOLD SUNY LIMITEDNTENTS Clause Page 1. Interpretation 3 2. Creation of Security 5 3. 8 4. Restrictions on dealings 11 5. Land 11 6. Investments 15 7. Intellectual Property 18 8. Accounts 19 9. Relevantntracts] [EQUITY PLEDGENTRACTTED FEBRUARY13, 2009 by CYBER POWER LIMITED and FINE SILICON and GOLD SUNY LIMITED Equity Pledgentract PREAMBLEntract THIS EQUITY PLEDGENTRACT (the BY AND AMONG (1) Chargor Cyber Power Limited, a limited liabilitympanyorporated in the British Virgin Islands with its legal registereddress at P.O. Box 957, Offshoreorporations Centre, Road Town, Tortola, British Virgin Islands (the] [Contract No.: 1300401212008510121 CHINA DEVELOPMENT BANK Type of Loan: Self-Operated Foreign Exchange Loan Name of Project: Yinglis To-Be-Built New 100MW Polysilicon (Annualpacity) Solar Cell Project Borrower: Yingli Energy (China)mpany Limited Lender: China Development Bank December22, 2008 Table ofntents ArticleI Definitions 2 ArticleII Loanmmitment Amount 3 ArticleIII Purpose of Use of the Loan] [Pledgentract under Loanntract No.1300401212008510121 RECEIVABLES PLEDGENTRACT INNNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Pledgor: Yingli Energy (China)mpany Limited Pledgee: China Development Bank Pledgor: Yingli Energy (China)mpany Limited Domicile: No.3399, Chao Yang North Road, Baoding, Hebei Province Pledgee: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing] [Mortgagentract under Loanntract No.1300401212008510121 MORTGAGENTRACT INNNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Mortgagor: Yingli Energy (China)mpany Limited Mortgagee: China Development Bank Mortgagor: Yingli Energy (China)mpany Limited Domicile: No.3399, Chao Yang North Road, Baoding, Hebei Province Mortgagee: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing] [Guaranteentract under Loanntract No.1300401212008510121 GUARANTEENTRACT INNNECTION WITH CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN Guarantor: Baoding Tianwei Yingli New Energy Resourcesmpany Limited Guarantor: Baoding Tianwei Yingli New Energy Resourcesmpany Limited Domicile: No.3055, Fuxing Middle Road, National New& High-Tech Industrial Lender: China Development Bank Domicile: 29, Fuchengmeiwai Avenue, Xicheng District, Beijing] [LOANNTRACT (Export Sellers Credit for General M&E Products and High-Tech Products) 2009 Jing 19031ntract No.: ( TABLE OFNTENTS Title Page Chapter1 Amount, Purpose and Term of the Loan 1 Chapter2 Interest Rate and Interestlculation andllection 2 Chapter3 Drawdown of the Loan 3 Chapter4 Representations andvenants of the Borrower] [NOTICE OF AMENDMENT ORNCELLATION OFNTRACT Client Name Unitec Europa,te of Execution February26, 2007ntract Number YL-UE-070302 Total Volume 20 mega watt Product Model & YL120(23)P1335X990 Unit Price 2.83 EUR/WP Total Price 56,600,000.00EUR Term of Payment payment by 90-day promissory note Time of Delivery Feb: 1 mega watt; Mar: 1 mega watt; Apr: 2 mega watt; May:] [NOTICE OF AMENDMENT ORNCELLATION OFNTRACT Client Name Acciona Energiate of Execution November9, 2006ntract Number YL-AE-1061109 Total Volume 14 mega watt out of 42 mega watt Product Model & YL170(23)P1335X990 Unit Price 3.776 USD/WP Total Price US$158,592,000.00 Term of Payment 20% pre-payment, 80% L/C-at-Sight Time of Delivery 7 mega watt lots per quarter in 2007, 7] [SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture),ted of June 15, 2009, is entered into by and between YINGLI GREEN ENERGYMPANY LIMITED, ampanyorporated in theyman Islands (hereinafterlled thempany) and DB TRUSTEES (HONG KONG) LIMITED, ampanyorporated under the laws of Hong Kong, trustee hereunder (hereinafterlled the Trustee). Unless otherwise defined herein,l terms used] [Yingli Green Energympany Limited Jurisdiction of Nameorporation Cyber Power Limited British Virgin Islands Yingli Green Energypitalmpany Limited British Virgin Islands Yingli Green Energy (International)mpany Limited British Virgin Islands Yingli Green Energy Americas, Delaware Yingli Green Energy Europe Germany Yingli Green Energy Greeceles] [Certification by the Chief Executive Officer I, Liansheng Miao, Chief Executive Officer of Yingli Green Energympany Limited, certify that: 1. I have reviewed this annual report on Form 20-F of Yingli Green Energympany Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a] [Certification by the Chief Financial Officer I, Zongwei Li, Chief Financial Officer of Yingli Green Energympany Limited (thempany), certify that: 1. I have reviewed this annual report on Form 20-F of Yingli Green Energympany Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state] [Certification by the Chief Executive Officer (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. EX-13.1 h03417exv13w1.htm 25 EX-13.1] [Certification by the Chief Financial Officer (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. EX-13.2 h03417exv13w2.htm 26 EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Wensent to theorporation by reference in the registration statement No.333-148353 on Form S-8 of Yingli Green Energympany Limited and in the registration statement No. 333-155782 on Form F-3 of Yingli Green Energympany Limited of our reportsted June 15, 2009, with respect to thensolidated balance]

By | 2016-02-04T02:09:49+00:00 June 15th, 2009|Categories: Chinese Stocks, Webplus ver, YGE|Tags: , , , , , |0 Comments
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JST [JINPAN INTERNATIONAL] 20-F: (Original Filing)

[NASDAQ (Name of each exchange on which registered) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 8,189,684 Common Shares, par value $0.009 per share Yes o x No Yes o x No Yes x o No Yes o] [JINPAN INTERNATIONAL LIMITED AND PRINCIPAL SUBSIDIARIES AS OF DECEMBER 31, 2008 Name State of Incorporation Jinpan International (USA) Limited State of New York Jinpan Electric (China) Company Limited People’s Republic of China Hainan Jinpan Electric Company Limited People’s Republic of China Wuhan Jinpan Electric Company Limited People’s Republic of China Shanghai Jinpan Electric Company Limited People’s Republic of China Hainan] [CERTIFICATION I, Li Zhiyuan, certify that: 1. I have reviewed this annual report on Form 20-F of Jinpan International Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [CERTIFICATION I, Mark Du, certify that: 1. I have reviewed this annual report on Form 20-F of Jinpan International Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [CERTIFICATION June 9, 2009 Li Zhiyuan Chief Executive Officer June 9, 2009 Mark Du Chief Financial Officer EX-13.1 6 ex13_1-f20f12312008.htm] [Consent of Independent Registered Public Accounting Firm June 9, 2009 EX-14.1 7 ex14_1-f20f12312008.htm]

By | 2016-03-26T15:15:42+00:00 June 10th, 2009|Categories: Chinese Stocks, JST, SEC Original|Tags: , , , , , |0 Comments
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NPD [China Nepstar Chain Drugstore] 20-F: (Original Filing)

[] [SUBSIDIARIES OF THE COMPANY Wholly-owned subsidiaries, each of which is duly incorporated in the PRC: • Shenzhen Nepstar Pharmaceutical Electronic Technologies Ltd. • Shenzhen Nepstar Commerce Development Ltd. • Shenzhen Jinfu Logistics Service Co., Ltd. • Shenzhen Wisconsin Trading Development Co., Ltd. • Shenzhen Nepstar Pharmaceutical Co., Ltd. Consolidated entities, each of which is duly incorporated in the PRC: •] [I, Jiannong Qian, certify that: 1. I have reviewed this annual report on Form 20-F of China Nepstar Chain Drugstore Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [I, Ian F. Wade, certify that: 1. I have reviewed this annual report on Form 20-F of China Nepstar Chain Drugstore Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [I, William Weili Dai, certify that: 1. I have reviewed this annual report on Form 20-F of China Nepstar Chain Drugstore Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [Certification by the Co-Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jiannong Qian Co-Chief Executive Officer] [Certification by the Co-Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Ian F. Wade Co-Chief Executive Officer] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. William Weili Dai Chief Financial Officer] [Consent of Independent Registered Public Accounting Firm The Board of Directors We consent to the incorporation by reference in the registration statement (No. 333-147702) on Form S-8 of China Nepstar Chain Drugstore Ltd. of our reports dated May 15, 2009, with respect to the consolidated balance sheets of China Nepstar Chain Drugstore Ltd. as of December 31, 2007 and 2008,]

By | 2016-03-07T06:40:22+00:00 May 26th, 2009|Categories: Chinese Stocks, NPD, SEC Original|Tags: , , , , , |0 Comments
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NPD [China Nepstar Chain Drugstore] 20-F:

[] [SUBSIDIARIES OF THE COMPANY Wholly-owned subsidiaries, each of which is duly incorporated in the PRC: • Shenzhen Nepstar Pharmaceutical Electronic Technologies Ltd. • Shenzhen Nepstar Commerce Development Ltd. • Shenzhen Jinfu Logistics Service Co., Ltd. • Shenzhen Wisconsin Trading Development Co., Ltd. • Shenzhen Nepstar Pharmaceutical Co., Ltd. Consolidated entities, each of which is duly incorporated in the PRC: •] [I, Jiannong Qian, certify that: 1. I have reviewed this annual report on Form 20-F of China Nepstar Chain Drugstore Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [I, Ian F. Wade, certify that: 1. I have reviewed this annual report on Form 20-F of China Nepstar Chain Drugstore Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [I, William Weili Dai, certify that: 1. I have reviewed this annual report on Form 20-F of China Nepstar Chain Drugstore Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [Certification by the Co-Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jiannong Qian Co-Chief Executive Officer] [Certification by the Co-Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Ian F. Wade Co-Chief Executive Officer] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. William Weili Dai Chief Financial Officer] [Consent of Independent Registered Public Accounting Firm The Board of Directors We consent to the incorporation by reference in the registration statement (No. 333-147702) on Form S-8 of China Nepstar Chain Drugstore Ltd. of our reports dated May 15, 2009, with respect to the consolidated balance sheets of China Nepstar Chain Drugstore Ltd. as of December 31, 2007 and 2008,]

By | 2016-03-07T06:42:41+00:00 May 26th, 2009|Categories: Chinese Stocks, NPD, Webplus ver|Tags: , , , , , |0 Comments
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JRJC [China Finance Online] 20-F: (Original Filing)

[] [[Translated from the original Chinese version] PROPRIETARY INFORMATION LICENSE Agreement No: SZ08SWJ07-03 License No: Shenzhengxu 08SWJ07-03 PARTY A: SHENZHEN SECURITIES INFORMATION CO., LTD. ADDRESS: F6, BUILDING 10, SHANGBU INDUSTRIAL ZONE, HONGLIXI ROAD, SHENZHEN POSTAL CODE: 518028 NAME IN ENGLISH: SHENZHEN SECURITIES INFORMATION CO., LTD. PARTY B: FORTUNE SOFTWARE (BEIJING) CO., LTD. ADDRESS: FLOOR 9, TOWER C, CORPORATE SQUARE, NO. 35] [CHINA FINANCE ONLINE CO., LIMITED THIS AGREEMENT Company Zhiwe Zhao Executive RECITALS The Board of Directors of the Company has approved the Company entering into a severance agreement with the Executive. The Executive is a key executive of the Company. Should the possibility of a Change in Control of the Company arise, the Board believes it imperative that the Company] [[Translated from the original Chinese version] LOAN AGREEMENT The Loan Agreement (the “Agreement”) is entered into as of May 8, 2008 among the following parties in Beijing, the People’s Republic of China (the “PRC”): LENDER: FORTUNE SOFTWARE (BEIJING) CO., LTD. Registered Address: Room12B11, Qingyun Dangdai Plaza, No.9 Building of Mantingfangyuan Housing Estate, Qingyunli, Haidian District, Beijing BORROWER A: LIN YANG] [[Translated from the original Chinese version] OPERATION AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and SHANGHAI SHANGTONG INFORMATION TECHNOLOGY CO., LTD. JUNE 8, 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 3 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 4 4 ARTICLE 6. CONFIDENTIALITY 4 5 ARTICLE 8. DISPUTE RESOLUTION 5 ARTICLE 9.] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and SHANGHAI SHANGTONG INFORMATION TECHNOLOGY CO., LTD. JUNE 8, 2008 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 3 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4 ARTICLE] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between SHANGHAI SHANGTONG INFORMATION TECHNOLOGY CO., LTD. and FORTUNE SOFTWARE (BEIJING) CO., LTD. JUNE 8, 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. LIN YANG SHAOMING SHI and SHANGHAI SHANGTONG INFORMATION TECHNOLOGY CO., LTD. JUNE 8, 2008 PURCHASE OPTION AND COOPERATION AGREEMENT This Purchase Option and Cooperation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on June 8, 2008 by] [[Translated from the original Chinese version] This Share Pledge Agreement (this “Agreement”) is executed by and among the following parties on June 8, 2008. Pledgor A: Lin Yang Pledgor B: Shaoming Shi Pledgee: Fortune Software (Beijing) Co., Ltd. Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to collectively as the “Pledgors”. WHEREAS: 1. Lin Yang,] [[Translated from the original Chinese version] LOAN AGREEMENT The Loan Agreement (the “Agreement”) is entered into as of May 8, 2008 among the following parties in Beijing, the People’s Republic of China (the “PRC”): LENDER: FORTUNE SOFTWARE (BEIJING) CO., LTD. BORROWER A: ZHENFEI FAN BORROWER B: XUN ZHAO Borrower A and Borrower B are collectively referred to as the “Borrowers”.] [[Translated from the original Chinese version] OPERATION AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and SHANGHAI CHONGZHI INFORMATION TECHNOLOGY CO., LTD. JUNE 8, 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 3 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 4 4 ARTICLE 6. CONFIDENTIALITY 4 5 ARTICLE 8. DISPUTE RESOLUTION 5 ARTICLE 9.] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and SHANGHAI CHONGZHI INFORMATION TECHNOLOGY CO., LTD. June 8, 2008 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 3 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4 ARTICLE] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between SHANGHAI CHONGZHI INFORMATION TECHNOLOGY CO., LTD. and FORTUNE SOFTWARE (BEIJING) CO., LTD. June 8, 2008 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. ZHENFEI FAN XUN ZHAO and SHANGHAI CHONGZHI INFORMATION TECHNOLOGY CO., LTD. JUNE 8, 2008 BEIJING, CHINA PURCHASE OPTION AND COOPERATION AGREEMENT This Purchase Option and Cooperation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on June 8,] [[Translated from the original Chinese version] This Share Pledge Agreement (this “Agreement”) is executed by and among the following parties on June 8, 2008. Pledgor A: Zhenfei Fan Pledgor B: Xun Zhao Pledgee: Fortune Software (Beijing) Co., Ltd. Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to collectively as the “Pledgors”. WHEREAS: 1. Zhenfei Fan,] [[Translated from the original Chinese version] LOAN AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and SHAOMING SHI LIN YANG AUGUST 2008 BEIJING, CHINA LOAN AGREEMENT The Loan Agreement (the “Agreement”) is entered into as of August 21, 2008 among the following parties in Beijing, the People’s Republic of China (the “PRC”): PARTY A: FORTUNE SOFTWARE (BEIJING) CO., LTD. (“LENDER”) PARTY] [[Translated from the original Chinese version] OPERATION AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and BEIJING TONGXINSHENGSHI ENVIRONMENT ENGINEERING CO., LTD. OCTOBER 15, 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 3 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 4 4 ARTICLE 6. CONFIDENTIALITY 4 5 ARTICLE 8. DISPUTE RESOLUTION 5 ARTICLE 9.] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and BEIJING TONGXINSHENGSHI ENVIRONMENT ENGINEERING CO., LTD. October 15, 2008 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4 ARTICLE] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between BEIJING TONGXINSHENGSHI ENVIRONMENT ENGINEERING CO., LTD. and FORTUNE SOFTWARE (BEIJING) CO., LTD. October 15, 2008 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. SHAOMING SHI LI N YANG and BEIJING TONGXINSHENGSHI ENVIRONMENT ENGINEERING CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. THE GRANT AND EXERCISE OF PURCHASE OPTION 4 ARTICLE 3. EXERCISE PRICE 4 4 ARTICLE 5. OTHER COVENANTS 5 ARTICLE] [[Translated from the original Chinese version] SHARE TRANSFER AGREEMENT of BEIJING TONGXINSHENGSHI ENVIRONMENT ENGINEERING CO., LTD. AUGUST 19, 2008 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (this “Agreement”) is entered into as of August 19, 2008 among the following parties in Beijing, PRC. Party A: Lin Yang Party B: Shaoming Shi Party C: Xin Wang Party D: Zhihua Yang Party] [[Translated from the original Chinese version] LOAN AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and SHAOMING SHI LIN YANG AUGUST 2008 BEIJING, CHINA LOAN AGREEMENT The Loan Agreement (the “Agreement”) is entered into as of August 21, 2008 among the following parties in Beijing, the People’s Republic of China (the “PRC”): PARTY A: FORTUNE SOFTWARE (BEIJING) CO., LTD. (“LENDER”) PARTY] [[Translated from the original Chinese version] OPERATION AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and WISDOM DOOR (BEIJING) INTERNATIONAL CULTURE SPREAD CO., LTD. October 15, 2008 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 3 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 4 4 ARTICLE 6. CONFIDENTIALITY 4 5 ARTICLE 8. DISPUTE RESOLUTION 5 ARTICLE 9.] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and WISDOM DOOR (BEIJING) INTERNATIONAL CULTURE SPREAD CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 3 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between WISDOM DOOR (BEIJING) INTERNATIONAL CULTURE SPREAD CO., LTD. and FORTUNE SOFTWARE (BEIJING) CO., LTD. October 15, 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. SHAOMING SHI LI N YANG and WISDOM DOOR (BEIJING) INTERNATIONAL CULTURE SPREAD CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. THE GRANT AND EXERCISE OF PURCHASE OPTION 4 ARTICLE 3. EXERCISE PRICE 4 4 ARTICLE 5. OTHER COVENANTS] [[Translated from the original Chinese version] SHARE TRANSFER AGREEMENT of WISDOM DOOR (BEIJING) INTERNATIONAL CULTURE SPREAD CO., LTD. SEPTEMBER 25, 2008 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (this “Agreement”) is entered into as of September 25, 2008 among the following parties in Beijing, PRC. Party A: Lin Yang Party B: Shaoming Shi Party C: Yiming Li Party D: Xu] [[Translated from the original Chinese version] LOAN AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and LIN YANG OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. LOAN 3 ARTICLE 2. PAYMENT FOR THE LOAN 3 ARTICLE 3. TERM, REPAYMENT AND INTEREST OF THE LOAN 3 ARTICLE 4. CONFIDENTIALITY 4 ARTICLE 5. DISPUTE RESOLUTION 4 ARTICLE 6. EFFECTIVENESS 5 ARTICLE 7.] [[Translated from the original Chinese version] LOAN AGREEMENT among FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. FORTUNE SOFTWARE (BEIJING) CO., LTD. and LINGHAI MA OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. LOAN 3 ARTICLE 2. PAYMENT FOR THE LOAN 3 ARTICLE 3. TERM, REPAYMENT AND INTEREST OF THE LOAN 4 ARTICLE 4. CONFIDENTIALITY 4 ARTICLE 5. DISPUTE RESOLUTION 5] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. LIN YANG and SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. OCTOBER 17, 2008 BEIJING, CHINA PURCHASE OPTION AGREEMENT This Purchase Option Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on October 17, 2008 by and among: Party A:] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. FORTUNE SOFTWARE (BEIJING) CO., LTD. LINGHAI MA and SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. OCTOBER 17, 2008 BEIJING, CHINA PURCHASE OPTION AGREEMENT This Purchase Option Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on October 17,] [[Translated from the original Chinese version] SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. SHARE TRANSFER AGREEMENT SEPTEMBER 16, 2008 TABLE OF CONTENTS 1 DEFINITIONS AND INTERPRETATIONS 4 1.1 Definitions 4 1.2 Interpretations 7 2 TRANSFER OF SHAREHOLDER’S EQUITY AND CONSIDERATION 8 2.1 Transfer of Shareholder’s Equity 8 2.2 Consideration 8 8 3.1 8 3.2 9 3.3 Liabilities 9 4] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT between SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. and FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE 4 4] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT between SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. and FORTUNE SOFTWARE (BEIJING) CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE 4 4 ARTICLE] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT between SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. and FORTUNE (BEIJING) WISDOM TECHNOLOGY CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE 4 4] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT AGREEMENT between SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. and BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT between SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. and SHANGHAI MEINING COMPUTER SOFTWARE CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE 4 4] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT between SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. and ZHENGNING INFORMATION & TECHNOLOGY (SHANGHAI) CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE 4] [[Translated from the original Chinese version] LOAN AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and YANG YANG ZHENFEI FAN January 2009 BEIJING, CHINA LOAN AGREEMENT The Loan Agreement (the “Agreement”) is entered into as of January 21, 2009 among the following parties in Beijing, the People’s Republic of China (the “PRC”): PARTY A: FORTUNE SOFTWARE (BEIJING) CO., LTD. (“LENDER”) PARTY] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. YANG YANG ZHENFEI FAN and GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. JANUARY 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. THE GRANT AND EXERCISE OF PURCHASE OPTION 4 ARTICLE 3. EXERCISE PRICE 4 4 ARTICLE 5. OTHER COVENANTS 5 ARTICLE 6.] [[Translated from the original Chinese version] SHARE TRANSFER AGREEMENT Transferors: Party A: Raojian Chen Party B: Jiansheng Zhou Party C: Guihua Gao Transferees: Party D: Zhenfei Fan Party E: Yang Yang In accordance with the principle of free will, equality, mutual benefit and negotiation, the parties enter into the following agreements with respect to the transfer of the shares of] [[Translated from the original Chinese version] LEASE AGREEMENT Party A (Lessor): Shifeng Li Party B (Lessee): Fortune Software (Beijing) Co., Ltd. Article 1. House and Area Party A agrees to lease the unites located at 703, 705, 707 of Section 3 of Tongtai Mansion No. 33 Finance Street, Xicheng District, Beijing (“House”) in a total area of 450 square meters] [[Translated from the original Chinese version] SHANGHAI MUNICIPAL CITY HOUSE LEASE CONTRACT (ADVANCE LEASE) Prepared by Shanghai Municipal City Housing and Land Resources Authority and Shanghai November 2000 Notes 1. Shanghai Municipal City House Lease Provisions This form contract applies to advance lease of houses and house leases with the rental determined through negotiation on market based principles within the] [[Translated from the original Chinese version] LEASE CONTRACT th Party A: Beijing Jintai Hengye Co.,Ltd. House Lease Branch Party B: Beijing Glory Co., Ltd. Article 1. House and Rent th 1.1 Party A shall lease to Party B the housing unit located in1205 of the 29 (1) Area of House: 108 square meters (2) Daily rate: RMB2.5 per day per] [[Translated from the original Chinese version] LEASE CONTRACT th Party A: Beijing Jintai Hengye Co.,Ltd. House Lease Branch Party B: Beijing Premium Technology Co.,Ltd. Article 1. House and Rent th 1.1 Party A shall lease to Party B the housing unit of 1206 of the 29 (1) Area of House: 86 square meters (2) Daily rate: RMB2.5 per day per] [[Translated from the original Chinese version] SHENZHEN MUNICIPAL CITY HOUSE LEASE CONTRACT HOUSE LEASE CONTRACT Lessor (Party A): Shenzhen Zhiguangda Industrial Development Co., Ltd. Lessee (Party B): Shenzhen Genius Information Technology Co., Ltd. Contract Law of the People’s Republic of China Law of the People’s Republic of China on the Administration of Urban City Real Estate Provisions of Shenzhen Special] [[Translated from the original Chinese version] Bo Jing Branch Entrust Loan No. (2008) 1 China Bohai Bank Co., Ltd. Beijing Branch Entrusted Loan Contract Trustor: Fortune (Beijing) Success Technology Co., Ltd. Borrower: Beijing Glory Co., Ltd. Lender: China Bohai Bank Co., Ltd. Beijing Branch ARTICLE 1. Amount of the Entrusted Loan 2 ARTICLE 2. Usage of Entrusted Loan 2 ARTICLE] [[Translated from the original Chinese version] CHINA CONSTRUCTION BANK Contract No. 2007 (1950)006 Type of Loan: 1950 Entity Entrusted Loan Borrower (Party A): Beijing Glory Co., Ltd. Trustor (Party B): Fortune Software (Beijing) Co., Ltd. Entrusted Lender (Party C): Railway Subbranch of China Construction Bank Corporation Borrower (Party A): Beijing Glory Co., Ltd. Article 1. Amount of Loan Party A] [[Translated from the original Chinese version] CHINA CONSTRUCTION BANK Contract No.: Type of Loan: Borrower (Party A): Beijing Premium Technology Co., Ltd. Trustor (Party B): Zhengning Information Technology (Shanghai) Co., Ltd. Entrusted Lender (Party C): China Construction Bank Corporation Article 1. Amount of Loan Party A shall borrow RMB100,000,000 from Party B. Article 2. Purpose of Loan Party A shall] [ISSUER INFORMATION FEED SERVICE AGREEMENT AN AGREEMENT BETWEEN:- (1) HKEx INFORMATION SERVICES LIMITED (“HKEx-IS”) (2) (“The Licensee”). The person whose name and address is set out in Schedule 1 Part A hereto WHEREAS:- (A) (B) It has been agreed that HKEx-IS will grant to the Licensee a non-exclusive licence to use certain information and/or documents, for the period and upon] [PERCENTAGE COUNTRY OF OWNERSHIP NAME INCORPORATION INTEREST Fortune Software (Beijing) Co., Ltd China 100 China Finance Online (Beijing) Co., Ltd. China 100 Beijing Fuhua Innovation Technology Development Co., Ltd.* China 100 Stockstar Information Technology (Shanghai) Co., Ltd China 100 Shanghai Meining Computer Software Co., Ltd. China 100 Zhengning Information & Technology (Shanghai) Co., Ltd. China 100 Zhengtong Information Technology (Shanghai)] [CERTIFICATION I, Zhao Zhiwei, certify that: 1. I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION I, Jeff Wang, certify that: 1. I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zhao Zhiwei Chief Executive Officer EX-13.1 54 h03378exv13w1.htm EX-13.1] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jeff Wang Chief Financial Officer EX-13.2 55 h03378exv13w2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-139192 on Form S-8/A and Registration Statements No. 333-157670, No. 333-139192 and No 333-123802 on Form S-8 of our reports (which report expresses an unqualified opinion and includes an explanatory paragraph, effective on January 1, 2007, relating to the adoption of] [The Directors, Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED Valuation / Transaction Consulting / Real Estate Advisory / Fixed Asset Management EX-15.2 57 h03378exv15w2.htm EX-15.2]

By | 2016-03-19T20:53:48+00:00 May 22nd, 2009|Categories: Chinese Stocks, JRJC, SEC Original|Tags: , , , , , |0 Comments
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