EXHIBIT 10.35
[ENGLISH TRANSLATION]
Execution Copy
SUPPLEMENTAL CONTRACT NO. 4 TO THE JOINT VENTURE CONTRACT OF
BAODING TIANWEI YINGLI NEW ENERGY RESOURCES CO., LTD.
This Contract is signed on September 28, 2007 in Baoding, Hebei, People's
Republic of China
BY AND BETWEEN
(1) BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD. ("PARTY A"), a company limited
by shares duly established and validly existing under the laws of the
People's Republic of China (the "PRC"), with its legal address at Xx. 00,
Xxxx Xxx Xxxxxx, Xxxxxxx, Xxxxx, and its correspondence address at Xx.
0000, Xxxx Xxxx Xxx Xxxx, Xxxxxxx, Xxxxx; Tel: 0000-0000000; Fax:
0000-0000000.
(2) YINGLI GREEN ENERGY HOLDING COMPANY LIMITED ("PARTY B"), a legal person
duly established and validly existing under the laws of the Cayman Islands
and having its legal address at Century Yard, Cricket Square, Xxxxxxxx
Drive, PO Box 2681 GT, Xxxxxx Town Cayman, British West Indies, with its
correspondence address at No. 3055, Middle Fuxing Road, National High-tech
Zone, Baoding, Hebei, PRC.
(Party A and Party B are hereinafter collectively referred to as the "PARTIES"
and individually, a "PARTY".)
WHEREAS, as required by the expansion of its business capacity, Baoding Tianwei
Yingli New Energy Resources Co., Ltd. (the "JV COMPANY") proposes to increase
its registered capital;
WHEREAS, Party B has entered into a Term Loan Agreement ("LOAN AGREEMENT") with
the JV Company pursuant to which Party B will extend a loan to the JV Company at
the amount of USD [two hundred and thirty million] (US$230,000,000) and with a
term of eighteen months;
In accordance with the Law of the People's Republic of China on Sino-Foreign
Equity Joint Venture Enterprises and other relevant PRC laws and regulations,
adhering to the principles of equality and mutual benefit and through friendly
consultations, the Parties hereby amend
the Joint Venture Contract, the Supplemental Contract to the Joint Venture
Contract, the Supplemental Contract No.2 to the Joint Venture Contract, and the
Supplemental Contract No.3 to the Joint Venture Contract (collectively, the "JV
CONTRACT") signed by the Parties on August 25, 2006, October 10, 2006, November
13, 2006, and December 18, 2006 respectively, to reflect the change of the
registered capital.
Unless otherwise defined or specified herein, the terms used in this Contract
shall have the same meanings as ascribed to them under the JV Contract.
I. Section 5 of the JV Contract is hereby amended as follows:
5.1 TOTAL INVESTMENT
The amount of the total investment of the JV Company is [nine billion three
hundred and twenty-eight million three hundred and twenty thousand]
Renminbi (RMB[9,328,320,000]).
5.2 REGISTERED CAPITAL
The amount of the registered capital of the JV Company is [three billion
three hundred and seventy-five million two hundred and twenty thousand]
Renminbi (RMB[3,375,220,000]).
5.3 CONTRIBUTIONS TO REGISTERED CAPITAL
Of the total amount of the registered capital, the subscribed amount and
percentage (the "CONTRIBUTION PERCENTAGE") of capital contribution of each
Party are as follows:
(a) Party A subscribes for forty-nine million Renminbi (RMB49,000,000),
corresponding to [25.99]% of the equity interest in the JV Company.
(b) Party B subscribes for three billion three hundred and twenty-six
million two hundred and twenty thousand Renminbi (RMB3,326,220,000) in
equivalent U.S. Dollars, corresponding to [74.01]% of the equity
interest in the JV Company.
The Parties have contributed one billion six hundred and twenty-four
million three hundred and eighty thousand Renminbi (RMB1,624,380,000) to
the registered capital and the remaining registered capital of one billion
seven hundred and fifty million eight hundred and forty thousand Renminbi
(RMB1,750,840,000) shall be contributed by Party B.
Both Parties agree that Party B shall contribute to the JV Company [one
billion seven hundred and fifty million eight hundred and forty thousand]
Renminbi in equivalent US dollars (the "CAPITAL CONTRIBUTION") within sixty
(60) days after the approval of this Contract by the Approval Authority.
Both Parties further agree that, after the approval is obtained from the
foreign exchange administrative authority, all of the loan principal
provided by Party B for the JV Company under the Loan Agreement shall be
converted in equivalent amount into the registered capital of the JV
Company contributed by Party B, and shall be deemed as part of Party B's
Capital Contribution.
II. All other articles and sections of the JV Contract shall remain unchanged.
III. This Contract shall be executed in four (4) originals, and shall become
effective after it is signed by authorized representatives of both Parties
and approved by the Approval Authority.
[Space below is intentionally left blank]
IN WITNESS WHEREOF each of the parties hereto has caused this Contract to be
executed by its duly authorised representative on September 28, 2007.
BAODING TIANWEI BAOBIAN ELECRTIC CO., LTD
/s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: General Manager
Nationality: Chinese
YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
/s/ Xxxxxxxxx Xxxx
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Name: Xxxxxxxxx Xxxx
Title: Chairman and Chief Executive Officer
Nationality: Chinese
