SIMPSON THACHER & BARTLETT LLP
AMERICAN LAWYERS
ICBC TOWER, 35TH FLOOR
3 GARDEN ROAD
HONG KONG
(852) 2514-7600
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FACSIMILE: (852) 2869-7694
DIRECT DIAL NUMBER E-MAIL ADDRESS
(852) 2514-7630 LCHEN@STBLAW.COM
November 21, 2007
VIA HAND DELIVERY AND EDGAR
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Ms. Peggy Fisher
Mr. Jay Mumford
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
REGISTRATION STATEMENT ON FORM F-1 (FILE NO. 333-147223)
Dear Ms. Fisher and Mr. Mumford:
On behalf of our client, Yingli Green Energy Holding Company Limited, an
exempted company organized under the laws of the Cayman Islands (the "Company"),
we are enclosing four (4) courtesy copies of Amendment No. 1 ("Amendment No. 1")
to the Company's registration statement on Form F-1, which has been filed today
on EDGAR with the Securities and Exchange Commission (the "Commission"). For
your ease of reference, the enclosed hard copies of Amendment No. 1 are marked
to show changes to the Company's registration statement filed with the
Commission on November 7, 2007 (the "Registration Statement"). On behalf of the
Company, we wish to thank you and the other members of the Commission (the
"Staff") for your prompt comments on the Registration Statement.
SIMPSON THACHER & BARTLETT LLP
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The Company has responded to all of the Staff's comments either by revising
the Registration Statement to comply with the Staff's comments, providing an
explanation if the Company has not so revised or providing supplemental
information as requested. In addition to the revisions made in response to the
Staff's comments, the Company has revised the Registration Statement to (i)
include the information relating to the proposed concurrent offering of
US$150,000,000 Zero Coupon Convertible Senior Notes of the Company; (ii) remove
the information relating to the proposed offering by the Company of 3,000,000
ADSs; (iii) include further information on the selling shareholders; and (iv)
otherwise enhance disclosure generally.
Subject to market conditions, the Company currently plans to bulk-print its
preliminary prospectus and to commence the road show for this concurrent
offering of the ADSs and convertible notes on or about November 26, 2007 and
expects to price this offering on or about November 29, 2007. The Company would
very much appreciate the assistance of the Staff in working towards this goal.
Set forth below are the Company's responses to the comments contained in
the letter dated November 20, 2007 from the Staff. The comments are retyped
below for your ease of reference and are followed by our responses thereto. In
our responses, we have included page numbers to refer to the location of
Amendment No. 1 where the language addressing a particular comment appears.
1. WE NOTE THE DISCLOSURE IN THE SECOND RISK FACTOR BEGINNING ON P. 27 OF THE
F-1 THAT AN AFFILIATE OF CHINA SOUTH INDUSTRIES GROUP CORPORATION "HAS BEEN
DESIGNATED BY THE U.S. STATE DEPARTMENT...AS ENGAGED IN THE TRANSFER TO
IRAN OF EQUIPMENT AND TECHNOLOGY HAVING THE POTENTIAL TO MAKE A MATERIAL
CONTRIBUTION TO THE DEVELOPMENT OF WEAPONS OF MASS DESTRUCTION." PLEASE
IDENTIFY FOR US THE CHINA SOUTH AFFILIATE TO WHICH YOU REFER.
The Company confirms that the affiliate of China South Industries Group
Corporation is North China Industries Corporation, a company incorporated
in China in which China South Industries Group Corporation holds a 50%
equity interest. The Company has revised the referenced disclosure on page
30 to disclose the identity of this entity.
2. WE NOTE THE DISCLOSURE IN THE REFERENCED RISK FACTOR THAT REPUTATIONAL
ISSUES RELATING TO TIANWEI YINGLI OR TO YOU MAY ARISE "TO THE EXTENT THE
ACQUISITION BY CHINA SOUTH INDUSTRIES GROUP CORPORATION OF THE PARENT
COMPANY OF BAODING TIANWEI IS CONSUMMATED AND IF OUR AFFILIATES ARE
INVOLVED IN ACTIVITIES THAT, IF PERFORMED BY A U.S. PERSON, WOULD ILLEGAL
UNDER U.S. SANCTIONS." PLEASE CLARIFY FOR US WHETHER YOU ARE AWARE THAT ONE
OR MORE OF YOUR CURRENT AFFILIATES, OR ENTITIES OR PERSONS WHO WOULD BE
YOUR AFFILIATES OR AFFILIATES OF TIANWEI YINGLI AFTER CHINA SOUTH ACQUIRES
THE PARENT OF BAODING TIANWEI, OTHER THAN THE CHINA SOUTH AFFILIATE TO
WHICH YOU SPECIFICALLY REFER IN THE RISK FACTOR, ARE ENGAGED IN OR PLAN TO
ENGAGE IN "ACTIVITIES THAT, IF PERFORMED BY A U.S. PERSON, WOULD BE ILLEGAL
UNDER U.S. SANCTIONS." IF YOU ARE AWARE OF SUCH CURRENT
SIMPSON THACHER & BARTLETT LLP
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OR PLANNED ACTIVITIES, PLEASE IDENTIFY FOR US THE AFFILIATED PART(IES) AND
DESCRIBE FOR US THE ACTIVITIES OF WHICH YOU ARE AWARE.
The Company confirms that, other than North China Industries Corporation,
the affiliate of China South Industries Group Corporation specifically
identified on page 30, the Company is not aware of any of the affiliates of
the Company or, to the best of the Company's knowledge, any of the entities
or persons who would be the Company's affiliates or affiliates of Tianwei
Yingli after China South Industries Group Corporation acquires the parent
of Tianwei Baobian, is engaged in or plan to engage in "activities that, if
performed by a U.S. person, would be illegal under U.S. sanctions."
3. WE NOTE YOUR REFERENCE TO AN APPLICATION FOR CONFIDENTIAL TREATMENT. WE
WILL PROVIDE ANY COMMENTS RELATED TO YOUR REQUEST SEPARATELY. PLEASE
RESOLVE ALL COMMENTS PRIOR TO REQUESTING ACCELERATION OF THIS REGISTRATION
STATEMENT.
The Company notes the Staff's comment.
* * * * *
If you have any questions regarding Amendment No. 1, please do not hesitate
to contact me at (852) 2514-7630 (work) or (852) 9032-1314 (cell) or Blake
Dunlap at (852) 2514-7606 (work) or (852) 9052-3388 (cell).
Very truly yours,
/S/ Leiming Chen
Leiming Chen
Enclosures
cc: Mr. Liansheng Miao, Chairman and Chief Executive Officer
Mr. Zongwei Li, Chief Financial Officer
Yingli Green Energy Holding Company Limited
Blake Dunlap
Simpson Thacher & Bartlett LLP
Chun Wei, Partner
Sullivan & Cromwell LLP
Simon Gleave, Partner
Jessie Qian, Partner
KPMG
Kenneth Bunce, Partner
KPMG USCMG Limited