As filed with the U.S. Securities and Exchange Commission on March 2, 2009

Registration No. 333-142852

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For the American Depositary Shares Evidenced by American Depositary Receipts

YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

(Exact name of issuer of deposited securities as specified in its charter)

N/A
(Translation of issuer’s name into English)

Cayman Islands
(Jurisdiction of Incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza New York, NY10004
Telephone (212) 623-0636

(Address, including zip code, and telephone number, including area code, of depositary’s principal
executive offices)

Law Debenture Corporate Services Inc.,
400 Madison Avenue, 4^th Floor
New York, New York 10017
(212) 750-6474
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Alex Lloyd
Clifford Chance
29^thFloor
Jardine House
One Connaught Place
Hong Kong
(852) 2826 2424

It is proposed that this filing become effective under Rule 466

¨ immediately upon filing

þ on (March 3, 2009) at (8:30 a.m.)

If a separate registration statement has been filed to register the deposited shares, check the following box. þ

CALCULATION REGISTRATION FEE

Proposed

Proposed

maximum

maximum

Title of each class

aggregate

aggregate

Amount of

of Securities to

Amount to be

price per

offering

registration

be registered

registered

unit

price

fee

American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of Yingli Green Energy Holding Company Limited

N/A

$

N/A

$

N/A

$

N/A

 

 

PART 1
INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Post Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.

CROSS REFERENCE SHEET

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

						Location in Form of American Depositary
Item Number and Caption						Receipt Filed Herewith as Prospectus
(1)		Name and address of Depositary				Introductory paragraph
(2)		Title of American Depositary Receipts and identity of deposited securities Terms of Deposit:				Face of American Depositary Receipt, top center
		(i)		Amount of deposited securities represented by one unit of American Depositary Shares		Face of American Depositary Receipt, upper right corner
		(ii)		Procedure for voting, if any, the deposited securities		Paragraph (12)
		(iii)		Collection and distribution of dividends		Paragraphs (4), (5), (7) and (10)
		(iv)		Transmission of notices, reports and proxy soliciting material		Paragraphs (3), (8) and (12)
		(v)		Sale or exercise of rights		Paragraphs (4), (5) and (10)
		(vi)		Deposit or sale of securities resulting from dividends, splits or plans of reorganization		Paragraphs (4), (5), (10) and (13)
		(vii)		Amendment, extension or termination of the Deposit Agreement		Paragraphs (16) and (17)
		(viii)		Rights of holders of receipts to inspect the transfer books of the Depositary and the list of holders of receipts		Paragraph (3)
		(ix)		Restrictions upon the right to deposit or withdraw the underlying securities		Paragraphs (1), (2), (4), and (5)
		(x)		Limitation upon the liability of the Depositary		Paragraph (14)
(3)		Fees and Charges				Paragraph (7)

Item 2. AVAILABLE INFORMATION

				Location in Form of American
				Depositary Receipt Filed Herewith
Item Number and Caption				as Prospectus
(b)		Statement that Yingli Green		Paragraph (8)
		Energy Holding Company Limited is
		subject to the periodic reporting
		requirements of the Securities
		Exchange Act of 1934, as amended,
		and, accordingly, files certain
		reports with the Securities and
		Exchange Commission, and that such
		reports can be inspected by holders
		of American Depositary Receipts and
		copied at public reference facilities
		maintained by the Securities and
		Exchange Commission in Washington, D.C.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)(1)

Form of Deposit Agreement. Form of Deposit Agreement dated as of June 13, 2007 among Yingli Green Energy Company Holding Limited (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of American Depositary Receipts issued thereunder (the “Deposit Agreement”), including the form of American Depositary Receipt. *

(a)(2)

Form of Amendment No. 1 to Deposit Agreement. Filed herewith as Exhibit (a)(2).

(a)(3)

Form of Supplemental Agreement dated February 3, 2009 among the Company, the Depositary and all holders from time to time of American Depositary Receipts issued under the Deposit Agreement. Filed herewith as Exhibit (a)(3).

(b)

Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.

(c)

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

(d)		Opinion of Clifford Chance, counsel to the Depositary, as to the legality of the securities being registered.*
(e)		Certification under Rule 466. Filed herewith as Exhibit (e).
(f)		Power of Attorney. Included as part of the signature pages hereto.
*		previously filed

Item 4. UNDERTAKINGS

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the Company which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the Company.

(b)

If the amounts of fees charge are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on March 2, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, Yingli Green Energy Holding Company Limited, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China on March 2, 2009.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature below does hereby constitute and appoint Liansheng Miao and Zongwei Li and each of them singly, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post effective amendments) to this Post-Effective Amendment to Registration Statement on Form F-6 and sign any registration statement for the same offering covered by this Post-Effective Amendment to Registration Statement on Form F-6 that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all post effective amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities and on the dates indicated:

Signatures		Title		Date
/s/ Liansheng Miao   Liansheng Miao		Chairperson of the Board / Chief Executive Officer (principal executive officer)		March 2, 2009
/s/ Zongwei Li   Zongwei Li		Chief Financial Officer (principal financial and accounting officer)		March 2, 2009
/s/ George Jian Chuang		Director		March 2, 2009
George Jian Chuang
/s/ Xiangdong Wang		Director		March 2, 2009
Xiangdong Wang
/s/ Iain Ferguson Bruce		Director		March 2, 2009
Iain Ferguson Bruce
/s/ Chi Ping Martin Lau		Director		March 2, 2009
Chi Ping Martin Lau
/s/ Ming Huang		Director		March 2, 2009
Ming Huang
/s/ Junmin Liu		Director		March 2, 2009
Junmin Liu

INDEX TO EXHIBITS

Exhibit Number
(a)(2)		Form of Amendment No. 1 to Deposit Agreement
(a)(3)		Form of Supplemental Agreement among Yingli Green Energy
		Holding Company Limited, JPMorgan Chase Bank, N.A.
		and the holders from time to time of American Depositary
		Receipts issued under the Deposit Agreement.
(e)		Rule 466 certification