UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 2)

Yingli Green Energy Holding Company Limited

 

(Name of Issuer)

Ordinary Shares*

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

     Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	¨		Rule 13d-1(b)
	þ		Rule 13d-1(c)
	¨		Rule 13d-1(d)

     The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     *   Not for trading, but only in connection with the registration of American Depositary Shares each representing 1 ordinary share.

     ** This CUSIP number applies to the American Depositary Shares.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		98584B 103	SCHEDULE 13G	Page		2		of		9

CUSIP No.		98584B 103	SCHEDULE 13G	Page		3		of		9

CUSIP No.		98584B 103	SCHEDULE 13G	Page		4		of		9

CUSIP No.		98584B 103	SCHEDULE 13G	Page		5		of		9

Item 1(a)		Name of Issuer:
		Yingli Green Energy Holding Company Limited (the “Issuer”)
Item 1(b)		Address of Issuer’s Principal Executive Offices:
		No. 3055 Middle Fuxing Road, Baoding 071051, People’s Republic of China
Item 2(a)		Name of Person Filing:
		TB Partners GP Limited, which is the controlling person of TB Partners GP2, L.P., which is the controlling person of Trustbridge Partners II, L.P.
Item 2(b)		Address of Principal Business Office or, If None, Residence; Citizenship
		Room 1206, One Lujiazui 68, Yincheng Road (c), Pudong, Shanghai, People’s Republic of China
Item 2(c)		Citizenship
		Trustbridge Partners II, L.P — Cayman Islands TB Partners GP2, L.P. — Cayman Islands TB Partners GP Limited — Cayman Islands
Item 2(d)		Title of Class of Securities:
		Ordinary shares, par value US$0.01 American Depositary 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.

CUSIP No.		98584B 103	SCHEDULE 13G	Page		6		of		9

Item 4.		Ownership

Shared

Sole power

power to

Sole power to

Shared power

Amount

to vote or

vote or to

dispose or to

to dispose or to

beneficially

Percent

direct

direct

direct the

direct the

Reporting Person

owned:

of class:

the vote:

the vote:

disposition of:

disposition of:

Trustbridge Partners II, L.P.

8,740,213 ordinary shares

5.5%

8,740,213 ordinary shares

0

8,740,213 ordinary shares

0

TB Partners GP2, L.P.

8,740,213 ordinary shares

5.5%

8,740,213 ordinary shares

0

8,740,213 ordinary shares

0

TB Partners GP Limited

8,740,213 ordinary shares

5.5%

8,740,213 ordinary shares

0

8,740,213 ordinary shares

0

		The percentages of ownership set forth above are based on 157,244,185 ordinary shares represented by the Issuer as outstanding as of December 31, 2010, and does not include up to 1,038,872 restricted shares issued but unvested under the Issuer’s 2006 stock incentive plan. Assuming vesting of all such additional restricted shares, the percentage held by the persons filing would continue to be 5.5%.
		TB Partners GP Limited is the controlling person of TB Partners GP2, L.P., which is the controlling person of Trustbridge Partners II, L.P., which is the record owner of the ordinary shares.
Item 5.		Ownership of Five Percent or Less of a Class
		Not applicable.
Item 6.		Ownership of More Than Five Percent on Behalf of Another Person
		Not applicable.
Item 7.		Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
		Not applicable.
Item 8.		Identification and Classification of Members of the Group
		Not applicable.
Item 9.		Notice of Dissolution of Group
		Not applicable.
Item 10.		Certifications
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No.		98584B 103	SCHEDULE 13G	Page		7		of		9

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. In addition, by signing below, the undersigned agrees that this Schedule 13G may be filed jointly on behalf of each of the Reporting Persons.

Dated: January 28, 2011

CUSIP No.		98584B 103	SCHEDULE 13G	Page		8		of		9

LIST OF EXHIBITS

Exhibit No.		Description
A		Joint Filing Agreement

EXHIBIT A

Joint Filing Agreement

     This Joint Filing Agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned that the Schedule 13G to which this Agreement is attached as Exhibit A with respect to the beneficial ownership of the undersigned of Ordinary Shares of Yingli Green Energy Holding Company Limited is being filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: January 28, 2011