1 | This CUSIP number applies to the Issuers American Depositary Shares, each representing one Ordinary Share. |
SIGNATURE | ||||||||
LIST OF EXHIBITS | ||||||||
JOINT FILING AGREEMENT |
CUSIP No. |
98584B 103 |
Page | 2 |
of | 10 |
1 | NAMES OF REPORTING PERSONS Liansheng Miao |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Peoples Republic of China | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 58,016,672 Ordinary Shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 58,016,672 Ordinary Shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
58,016,672 Ordinary Shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
45.7% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
CUSIP No. |
98584B 103 |
Page | 3 |
of | 10 |
1 | NAMES OF REPORTING PERSONS Yingli Power Holding Company Limited |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 57,962,272 Ordinary Shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 57,962,272 Ordinary Shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
57,962,272 Ordinary Shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
45.7% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
CUSIP No. |
98584B 103 |
Page | 4 |
of | 10 |
1 | NAMES OF REPORTING PERSONS Whitehall Assets Holdings Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 57,962,272 Ordinary Shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 57,962,272 Ordinary Shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
57,962,272 Ordinary Shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
45.7% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
CUSIP No. |
98584B 103 |
Page | 5 |
of | 10 |
1 | NAMES OF REPORTING PERSONS DBS Trustee Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Singapore | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 57,962,272 Ordinary Shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 57,962,272 Ordinary Shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
57,962,272 Ordinary Shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
45.7% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
CUSIP NO. 98584B 103 | Schedule 13G | Page 6 of 10 Pages |
ITEM 1(a). | NAME OF ISSUER: | |
Yingli Green Energy Holding Company Limited (the Issuer) | ||
ITEM 1(b). | ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES: | |
No. 3055 Middle Fuxing Road Baoding 071051 Peoples Republic of China |
||
ITEM 2(a). | NAME OF PERSON FILING: | |
This Schedule 13G is filed by and on behalf of: |
(a) | Liansheng Miao; | ||
(b) | Yingli Power Holding Company Limited (Yingli Power); | ||
(c) | Whitehall Assets Holdings Limited (Whitehall); and | ||
(d) | DBS Trustee Limited (the Trustee). |
ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: | |
For Liansheng Miao: | ||
No. 3055 Middle Fuxing Road Baoding 071051 Peoples Republic of China |
||
For Yingli Power, Whitehall and Trustee: | ||
6 Shenton Way #14-01 DBS Building Tower One Singapore 068809 |
||
ITEM 2(c) | CITIZENSHIP: | |
Mr. Miao is a citizen of the Peoples Republic of China. Yingli Power is a British Virgin Islands company. Whitehall is a British Virgin Islands company. Trustee is a Singaporean company. |
CUSIP NO. 98584B 103 | Schedule 13G | Page 7 of 10 Pages |
ITEM 2(d). | TITLE OF CLASS OF SECURITIES: | |
Ordinary Shares | ||
ITEM 2(e). | CUSIP NUMBER: | |
98584B 103 | ||
ITEM 3. | STATEMENT FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) or (c): | |
Not applicable. | ||
ITEM 4. | OWNERSHIP: | |
The following information with respect to the ownership of the Ordinary Shares of the Issuer by the persons filing this statement is provided as of December 31, 2007. The percentage amounts are based on 126,923,609 Ordinary Shares outstanding as of December 31, 2007 (excluding 2,621,060 restricted shares issued but unvested under the Issuer's 2006 stock incentive plan), as derived from the Issuers corporate records. |
Reporting Person | Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
Liansheng Miao |
58,016,672 | 45.7 | % | 58,016,672 | 0 | 58,016,672 | 0 | |||||||||||||||||
Yingli Power
Holding Company
Limited |
57,962,272 | 45.7 | % | 57,962,272 | 0 | 57,962,272 | 0 | |||||||||||||||||
Whitehall
Assets Holdings Limited |
57,962,272 | 45.7 | % | 57,962,272 | 0 | 57,962,272 | 0 | |||||||||||||||||
DBS Trustee Limited |
57,962,272 | 45.7 | % | 57,962,272 | 0 | 57,962,272 | 0 |
Pursuant to Rule 13d-3 under the Act, Mr. Liansheng Miao is deemed to be the beneficial owner of 54,400 Ordinary Shares of the Issuer that have been vested to him. | ||
Yingli Power is the record holder of 57,962,272 Ordinary Shares of the Issuer. Yingli Power is 100% beneficially owned by Whitehall, which in turn is wholly owned by the Trustee, as the trustee, on behalf of Mr. Liansheng Miaos family trust. Mr. Liansheng Miao has voting and investment power with respect to these Ordinary Shares. Mr. Miao, Yingli Power, Whitehall and the Trustee are making this single, joint filing pursuant to Rule 13d-1(k) of the Act because each of them is reporting as to the beneficial ownership of the same securities and because they may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing or |
CUSIP NO. 98584B 103
|
Schedule 13G | Page 8 of 10 Pages |
anything contained herein shall be deemed to be an admission by the reporting persons that a group exists. | ||
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. | |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: o | ||
ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. | |
Not applicable | ||
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. | |
Not applicable | ||
ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. | |
The members of this group are set forth as reporting persons on Schedule 13G. | ||
ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. | |
Not applicable | ||
ITEM 10. | CERTIFICATION. | |
Not applicable |
CUSIP NO. 98584B 103 | Schedule 13G | Page 9 of 10 Pages |
Liansheng Miao |
|||||
/s/ Liansheng Miao | |||||
Liansheng Miao | |||||
Yingli Power Holding Company Limited |
|||||
By: | /s/ Jane Lim Puay Yuen & Angie Koh | ||||
Name: Jane Lim Puay Yuen & Angie Koh | |||||
Title: Authorized Signatories | |||||
For and on behalf of Kendrick Services Limited As Corporate Director |
|||||
Whitehall Assets Holdings Limited |
|||||
By: | /s/ Jane Lim Puay Yuen & Angie Koh | ||||
Name: Jane Lim Puay Yuen & Angie Koh | |||||
Title: Authorized Signatories | |||||
For and on behalf of Kendrick Services Limited As Corporate Director |
|||||
DBS Trustee Limited |
|||||
By: | /s/ Jane Lim Puay Yuen & Angie Koh | ||||
Name: Jane Lim Puay Yuen & Angie Koh | |||||
Title: Authorized Signatories |