As filed with the Securities and Exchange Commission on May 11, 2007
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Yingli Green Energy Holding Company Limited
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands 3674 Not Applicable
(State or other jurisdiction of
incorporation or organization) (Primary Standard Industrial
Classification Code Number) (I.R.S. Employer
Identification Number)
No. 3055 Middle Fuxing Road
Baoding 071051, People’s Republic of China
(86 312) 3100-500
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Leiming Chen
Simpson Thacher & Bartlett LLP
35 th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
(852) 2514-7600 Chun Wei
Sullivan & Cromwell LLP
28 th Floor
Nine Queen’s Road Central
Hong Kong
(852) 2826-8688
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering. o
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Each Class of Aggregate Offering Amount of
Securities to be Registered Price (1)(2) Registration Fee
Ordinary Shares, par value US$0.01 per share (3) US$350,000,000 US$10,745
(1) Includes (a) all ordinary shares represented by American depositary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of the distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public, and (b) an aggregate of ordinary shares represented by American depositary shares that are issuable upon the full exercise of the underwriters’ option to purchase additional shares, if any. These ordinary shares are not being registered for the purposes of sales outside of the United States. See “Underwriting.”
(2) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.
(3) American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American depositary share represents one ordinary share.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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Table of Contents
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion. Dated , 2007
Preliminary Prospectus
Yingli Green Energy Holding Company Limited
American Depositary Shares
Representing Ordinary Shares
Yingli Green Energy Holding Company Limited is offering American depositary shares, or ADSs, and the selling shareholders identified in this prospectus are offering an aggregate of additional ADSs. Each ADS represents one ordinary share, par value US$0.01 per share. The ADSs are evidenced by American depositary receipts, or ADRs. We will not receive any proceeds from the ADSs sold by the selling shareholders.
Prior to this offering, there has been no public market for our ADSs or our ordinary shares. It is currently estimated that the initial public offering price per ADS will be between US$ and US$ . An application has been made to have our ADSs listed on the New York Stock Exchange under the symbol “YGE.”
See “Risk Factors” beginning on page 14 to read about risks you should c*****ider before buying our ADSs.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Per ADS Total
Public offering price US$ US$
Underwriting discount US$ US$
Proceeds, before expenses, to us US$ US$
Proceeds, before expenses, to the selling shareholders US$ US$
To the extent that the underwriters sell more than ADSs, the underwriters have an option to purchase up to an aggregate of additional ADSs from us and up to an additional ADSs from the selling shareholders at the initial public offering price less the underwriting discount.
The underwriters expect to deliver the ADSs evidenced by the ADRs against payment in US dollars in New York, New York on , 2007.
Goldman Sachs (Asia) L.L.C. UBS Investment Bank
Piper Jaffray CIBC World Markets
Prospectus dated , 2007.
As filed with the Securities and Exchange Commission on May 11, 2007
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Yingli Green Energy Holding Company Limited
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands 3674 Not Applicable
(State or other jurisdiction of
incorporation or organization) (Primary Standard Industrial
Classification Code Number) (I.R.S. Employer
Identification Number)
No. 3055 Middle Fuxing Road
Baoding 071051, People’s Republic of China
(86 312) 3100-500
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Leiming Chen
Simpson Thacher & Bartlett LLP
35 th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
(852) 2514-7600 Chun Wei
Sullivan & Cromwell LLP
28 th Floor
Nine Queen’s Road Central
Hong Kong
(852) 2826-8688
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering. o
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Each Class of Aggregate Offering Amount of
Securities to be Registered Price (1)(2) Registration Fee
Ordinary Shares, par value US$0.01 per share (3) US$350,000,000 US$10,745
(1) Includes (a) all ordinary shares represented by American depositary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of the distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public, and (b) an aggregate of ordinary shares represented by American depositary shares that are issuable upon the full exercise of the underwriters’ option to purchase additional shares, if any. These ordinary shares are not being registered for the purposes of sales outside of the United States. See “Underwriting.”
(2) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.
(3) American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American depositary share represents one ordinary share.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
--------------------------------------------------------------------------------
Table of Contents
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion. Dated , 2007
Preliminary Prospectus
Yingli Green Energy Holding Company Limited
American Depositary Shares
Representing Ordinary Shares
Yingli Green Energy Holding Company Limited is offering American depositary shares, or ADSs, and the selling shareholders identified in this prospectus are offering an aggregate of additional ADSs. Each ADS represents one ordinary share, par value US$0.01 per share. The ADSs are evidenced by American depositary receipts, or ADRs. We will not receive any proceeds from the ADSs sold by the selling shareholders.
Prior to this offering, there has been no public market for our ADSs or our ordinary shares. It is currently estimated that the initial public offering price per ADS will be between US$ and US$ . An application has been made to have our ADSs listed on the New York Stock Exchange under the symbol “YGE.”
See “Risk Factors” beginning on page 14 to read about risks you should c*****ider before buying our ADSs.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Per ADS Total
Public offering price US$ US$
Underwriting discount US$ US$
Proceeds, before expenses, to us US$ US$
Proceeds, before expenses, to the selling shareholders US$ US$
To the extent that the underwriters sell more than ADSs, the underwriters have an option to purchase up to an aggregate of additional ADSs from us and up to an additional ADSs from the selling shareholders at the initial public offering price less the underwriting discount.
The underwriters expect to deliver the ADSs evidenced by the ADRs against payment in US dollars in New York, New York on , 2007.
Goldman Sachs (Asia) L.L.C. UBS Investment Bank
Piper Jaffray CIBC World Markets
Prospectus dated , 2007.
http://ipo.nasdaq.com/Fundamentals.asp?cikid=743769&fnid=54529&coname=YINGLI+GREEN+ENERGY+HOLDING+CO+LTD&selected=YGE&market=New+York+Stock+Exchange
